Beijing Zhonglun (Shenzhen) law firm
About Shenzhen Topband Co.Ltd(002139) 2018 stock option incentive plan incentive object, stock option quantity adjustment and
Matters related to the third exercise period
Legal opinion
March, 2002
Beijing Shanghai Shenzhen Guangzhou Chengdu Wuhan Chongqing Hangzhou Hong Kong Tokyo London New York Los Angeles San Francisco
Beijing Shanghai Shenzhen Guangzhou Chengdu Wuhan Chongqing Qingdao Hangzhou Hong Kong Tokyo London New York Los Angeles San Francisco
Floor 9-10, building a, Rongchao center, 6003 Yitian Road, Futian District, Shenzhen postcode: 518026
10/F, TowerA, Rongchao Tower, 6003 Yitian Road, Futian District, Shenzhen 518026, P.R.China
Tel: (86755) 33256666 Fax: (86755) 33206888 / 6889
Website: www.zhonglun.com com.
Beijing Zhonglun (Shenzhen) law firm
About Shenzhen Topband Co.Ltd(002139) 2018 stock option incentive plan
Incentive object, stock option quantity adjustment and
Matters related to the third exercise period
Legal opinion
To: Shenzhen Topband Co.Ltd(002139)
Beijing Zhonglun (Shenzhen) law firm (hereinafter referred to as “the firm”) accepts the entrustment of Shenzhen Topband Co.Ltd(002139) (hereinafter referred to as “the company” or ” Shenzhen Topband Co.Ltd(002139) “), in accordance with the company law of the people’s Republic of China (hereinafter referred to as “the company law”) and the securities law of the people’s Republic of China (hereinafter referred to as “the securities law”) The measures for the administration of equity incentive of listed companies (hereinafter referred to as the “measures”) and other laws, regulations and normative documents issued by the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”), as well as the Shenzhen Topband Co.Ltd(002139) articles of Association (hereinafter referred to as the “articles of association”) and other relevant provisions, in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, This legal opinion is issued on the incentive objects of the company’s 2018 stock option incentive plan, the adjustment of the number of stock options (hereinafter referred to as “this adjustment”) and matters related to the third exercise period.
With regard to this legal opinion, our lawyer makes the following statement:
1. The issuance of this legal opinion has been guaranteed by the company as follows: the documents, materials, statements and explanations provided by the company to the exchange are complete, true and effective, and all facts and documents sufficient to affect this legal opinion have been disclosed to the exchange without any concealment, falsehood or major omission; All signatures and seals in the documents provided by the company are authentic, and the copies, copies or faxes of the documents are consistent with the original.
2. The lawyers of our firm shall express legal opinions in accordance with the facts that have occurred or exist before the date of issuance of this legal opinion and the relevant provisions of the company law, the securities law and the administrative measures.
3. For the fact that this legal opinion is very important and cannot be supported by independent evidence, our lawyers rely on the supporting documents issued by relevant government departments, Shenzhen Topband Co.Ltd(002139) or other relevant units and the publicly available information of the competent department as the basis for making this legal opinion.
4. In accordance with the provisions of the securities law, the measures for the administration of securities legal business by law firms and the rules for the practice of securities legal business by law firms (for Trial Implementation) and the facts that have occurred or exist before the date of issuance of this legal opinion, the firm and its handling lawyers have strictly performed their statutory duties, followed the principles of diligence and good faith, and conducted full verification and verification, Ensure that the facts identified in this legal opinion are true, accurate and complete, that the concluding opinions issued are legal and accurate, and that there are no false records, misleading statements or major omissions, and bear corresponding legal liabilities.
5. This legal opinion only expresses legal opinions on legal issues in China related to this incentive plan. The firm and its handling lawyers are not qualified to express professional opinions on professional matters such as accounting and auditing and overseas legal matters. When accounting and audit matters are involved in this legal opinion, they are quoted in strict accordance with the professional documents issued by relevant intermediaries and the instructions of Shenzhen Topband Co.Ltd(002139) .
6. This legal opinion is only for the purpose of Shenzhen Topband Co.Ltd(002139) this incentive plan, and shall not be used for any other purpose without the prior written consent of the exchange. The exchange agrees that the company will take this legal opinion as a necessary document of the company’s incentive plan and report or announce it together with other documents and materials.
In accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, and on the basis of full verification and verification of the relevant documents and facts provided by the company, our lawyers now issue the following legal opinions: I. matters related to this adjustment
(I) approval and authorization of this adjustment
1. Approval and authorization of the company’s 2018 stock option incentive plan
(1) On October 22, 2018, the second meeting of the remuneration and assessment committee of the sixth board of directors of Shenzhen Topband Co.Ltd(002139) approved the Shenzhen Topband Co.Ltd(002139) 2018 stock option incentive plan (Draft) (hereinafter referred to as “incentive plan (Draft)”, and decided to submit the incentive plan (draft) to the board of directors of the company for deliberation.
(2) On October 26, 2018, the seventh meeting of Shenzhen Topband Co.Ltd(002139) the sixth board of directors deliberated and approved the proposal on the company’s 2018 stock option incentive plan (Draft) and its summary and other proposals related to the equity incentive plan. The related directors who are the incentive objects of the incentive plan have avoided voting.
The independent directors of the company have expressed independent opinions on the incentive plan (Draft).
(3) On October 26, 2018, Shenzhen Topband Co.Ltd(002139) the sixth meeting of the sixth board of supervisors deliberated and approved the proposal on the company’s 2018 stock option incentive plan (Draft) and its summary and other proposals related to the equity incentive plan, verified the list of incentive objects determined in the incentive plan (Draft), and considered that the incentive objects were not prohibited from being granted equity incentive as stipulated in the management measures, The subject qualification as the incentive object of the company’s incentive plan is legal and effective.
(4) On November 2, 2018, Shenzhen Topband Co.Ltd(002139) the proposal on the company’s 2018 stock option incentive plan (Revised Draft) and its summary was considered and approved at the eighth (Interim) meeting of the sixth board of directors. The affiliated directors who are the incentive objects of this incentive plan have avoided voting. The independent directors of the company have expressed independent opinions on the company’s 2018 stock option incentive plan (Revised Draft).
(5) On November 2, 2018, the seventh (Interim) meeting of Shenzhen Topband Co.Ltd(002139) the sixth board of supervisors deliberated and approved the proposal on the company’s 2018 stock option incentive plan (Revised Draft) and its summary. The board of supervisors considered that the contents of Shenzhen Topband Co.Ltd(002139) 2018 stock option incentive plan (Revised Draft) (hereinafter referred to as “2018 stock option incentive plan (Revised Draft)”) were in line with the company law In accordance with the provisions of relevant laws, regulations and normative documents such as the securities law and the measures for the administration of equity incentive of listed companies, the procedures and decisions of the board of directors in considering the proposals related to the 2018 stock option incentive plan are legal and compliant, and there is no situation that damages the interests of the company and all shareholders.
(6) The company publicized the names and positions of the granted incentive objects in the company’s internal OA office system from October 30, 2018 to November 9, 2018. During the publicity period, no organization or individual raised any objection to the list of incentive objects, and disclosed the audit opinions and publicity statement of Shenzhen Topband Co.Ltd(002139) board of supervisors on the list of incentive objects of 2018 stock option incentive plan on November 10, 2018.
(7) On November 16, 2018, the first extraordinary general meeting of Shenzhen Topband Co.Ltd(002139) 2018 deliberated and approved the proposal on the company’s 2018 stock option incentive plan (Revised Draft) and its summary, the proposal on the measures for the implementation and assessment of the company’s 2018 stock option incentive plan, and the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the 2018 stock option incentive plan, Authorize the board of directors to determine the grant date of 2018 equity incentive plan and authorize the board of directors to grant shares to the incentive object when the incentive object meets the conditions
(8) On November 27, 2018, the ninth meeting of the sixth board of directors of the company deliberated and approved the proposal on adjusting the number of shares granted under the 2018 stock option incentive plan and the list of incentive objects, and the proposal on granting stock options to incentive objects. As the incentive object of this incentive plan, the related directors have avoided voting, and the independent directors of the company have expressed their independent opinions with explicit consent on this grant and this adjustment.
(9) On November 27, 2018, the eighth meeting of the sixth board of supervisors of the company deliberated and approved the proposal on adjusting the number of shares granted under the 2018 stock option incentive plan and the list of incentive objects and the proposal on granting stock options to incentive objects.
(10) On July 26, 2019, the proposal on adjusting the exercise price of 2018 stock option incentive plan was considered and approved at the 15th meeting of the sixth board of directors of the company. The related directors who are the incentive object of this incentive plan have avoided voting. Due to the implementation of 2018 annual equity distribution, according to the relevant provisions of 2018 stock option incentive plan (Revised Draft), the board of directors of the company decided to adjust the exercise price of 2018 stock option incentive plan accordingly, and the exercise price of stock option was adjusted to 3.7 yuan / share accordingly. On the same day, the independent directors of the company expressed their independent opinions on the adjustment.
(11) On July 26, 2019, the 12th meeting of the sixth board of supervisors of the company deliberated and approved the proposal on adjusting the exercise price of 2018 stock option incentive plan. The board of supervisors believed that the adjustment of the exercise price of stock options granted for the first time in 2018 stock option incentive plan was in line with the relevant provisions of 2018 stock option incentive plan (Revised Draft), It is agreed to adjust the exercise price of stock options granted for the first time in the company’s 2018 stock option incentive plan.
(12) On March 30, 2020, the 22nd Meeting of the sixth board of directors of the company considered and approved the proposal on meeting the exercise conditions and feasible rights in the first exercise period of 2018 stock option incentive plan and the proposal on adjusting the incentive objects and the number of stock options in 2018 stock option incentive plan. The related directors have avoided voting. The exercise conditions of the first exercise period set by the company’s 2018 stock option incentive plan have been met and can be exercised. There is no difference between the relevant contents of the 2018 incentive plan implemented this time and the disclosed incentive plan. In the first exercise period of the incentive plan, 613 incentive objects can exercise their rights, the number of exercisable stock options is 120648 million, the exercise price is 3.70 yuan, and the exercise period is from January 5, 2020 to January 4, 2021. 69 incentive objects, such as Huang Xinyu and Yang shengcang, resigned and left the company for personal reasons. They no longer meet the conditions for becoming equity incentive objects. The company decided to cancel the 2.066 million stock options that have not been exercised by the above-mentioned resigned personnel, and the number of granted objects in the company’s 2018 stock option incentive plan was reduced from 684 to
615 people, and the total number of stock options decreased from 42.887 million to 40.281 million; The in-service incentive objects Zhang Xiangyou and Zhang Xiaofeng do not meet the exercise conditions due to the unqualified assessment results in 2019. The incentive object Zhu Jincheng has good assessment results in 2019, and the proportion of exercisable rights is 75% of the exercise limit. The 19500 stock options of the above three people who do not meet the exercise conditions will be uniformly cancelled by the company. The independent directors of the company agreed.
(13) On March 30, 2020, the 15th meeting of the sixth board of supervisors of the company deliberated and approved the proposal on meeting the exercise conditions and feasible rights in the first exercise period of 2018 stock option incentive plan and the proposal on adjusting the incentive objects and the number of stock options in 2018 stock option incentive plan. After verification, the board of supervisors considered that the exercise conditions of the first exercise period set by the company’s 2018 equity incentive plan had been met, the exercise qualification of 613 incentive objects of the company was legal and valid, met the exercise conditions of the first exercise period of the company’s 2018 equity incentive plan, and agreed that the incentive objects would exercise their rights within the first exercise period specified in the equity incentive plan. According to the company’s 2018 stock option incentive plan (Revised Draft) and relevant regulations, 69 incentive objects, such as Huang Xinyu and Yang shengcang, resigned and left the company for personal reasons. They no longer meet the conditions for becoming equity incentive objects, and agreed to cancel the qualification of incentive objects of the above-mentioned personnel and the 2.606 million stock options involved; The on-the-job incentive objects Zhang Xiangyou and Zhang Xiaofeng do not meet the exercise conditions due to the unqualified assessment results in 2019. The incentive object Zhu Jincheng has a good assessment result in 2019, and the proportion of feasible rights is 75% of the exercise amount
