T&C Law Firm
about
Ningbo Zhenyu Technology Co.Ltd(300953)
Implementation of restricted stock incentive plan in 2022
Legal opinion
11 / F, block a, Huanglong Century Plaza, No. 1, Hangda Road, Hangzhou, Zhejiang 310007
Tel: 05718790 1111 Fax: 05718790 1819
interpretation
In this legal opinion, unless the context otherwise requires, the following words have the following meanings:
Zhejiang Tiance law firm (special general partnership)
Company / Ningbo Zhenyu Technology Co.Ltd(300953) Ningbo Zhenyu Technology Co.Ltd(300953)
This equity incentive plan / this incentive plan / Ningbo Zhenyu Technology Co.Ltd(300953) 2022 restricted stock incentive plan
Incentive plan (Draft) incentive plan for Ningbo Zhenyu Technology Co.Ltd(300953) 2022 restricted stock (Draft)
Management measures for assessment management measures for the implementation of incentive plan for restricted stocks in Ningbo Zhenyu Technology Co.Ltd(300953) 2022
Securities Law of the people’s Republic of China
Company law, company law of the people’s Republic of China
Administrative measures, administrative measures for equity incentive of listed companies
Listing rules, Shenzhen Stock Exchange GEM Listing Rules
Guidelines for self regulatory supervision No. 1 – business handling of companies listed on the growth enterprise market of Shenzhen Stock Exchange
Articles of Association Ningbo Zhenyu Technology Co.Ltd(300953) articles of association in force
China Securities Regulatory Commission
Shenzhen Stock Exchange, Shenzhen Stock Exchange
The people’s Republic of China, for the purpose of this legal opinion, does not include the Hong Kong Special Administrative Region, the Macao Special Administrative Region and Taiwan
Yuan, 10000 yuan, 10000 yuan
T&C Law Firm
About Ningbo Zhenyu Technology Co.Ltd(300953)
Implementation of restricted stock incentive plan in 2022
Legal opinion
No.: tcyjs2022h0330 to: Ningbo Zhenyu Technology Co.Ltd(300953)
The exchange accepts the entrustment of the company to act as the special legal adviser of the company’s incentive plan.
The exchange has checked and verified the relevant documents provided by Ningbo Zhenyu Technology Co.Ltd(300953) in accordance with the securities law, the company law, the administrative measures and other relevant laws, regulations and normative documents as well as the articles of association, in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, and now issues this legal opinion on Ningbo Zhenyu Technology Co.Ltd(300953) this equity incentive plan.
In order to issue this legal opinion, our lawyer makes the following statement:
1. In accordance with the current laws and regulations of China, the relevant provisions of the CSRC and Shenzhen Stock Exchange and the facts that have occurred or exist before the date of issuance of this legal opinion, our lawyers have strictly performed their statutory duties, followed the principles of diligence and good faith, fully checked the legality and compliance of Ningbo Zhenyu Technology Co.Ltd(300953) this equity incentive plan, and ensured that there are no false records Misleading statements or material omissions.
2. This legal opinion only gives legal opinions on the legality of this equity incentive plan and the legal issues that have a significant impact on this equity incentive plan, and does not give comments and opinions on professional matters and reports such as accounting and auditing, as well as the value of the underlying shares involved in this incentive plan. The contents of accounting statements and audit reports involved in this legal opinion are quoted by the exchange in strict accordance with the reports issued by relevant intermediaries.
3. In order to issue this legal opinion, our lawyer has obtained the following guarantee from Ningbo Zhenyu Technology Co.Ltd(300953) that Ningbo Zhenyu Technology Co.Ltd(300953) has provided our lawyer with true and effective original written materials, copies or written confirmation and explanation letters necessary for issuing this legal opinion, without omission, concealment, falsehood or misleading. The signature and / or seal on the relevant materials are true and valid, and the relevant duplicate materials or copies are consistent with the original materials or originals, without false contents and major omissions.
4. This legal opinion is only for the purpose of Ningbo Zhenyu Technology Co.Ltd(300953) this equity incentive plan and shall not be used for any other purpose.
5. Our lawyers agree that Ningbo Zhenyu Technology Co.Ltd(300953) quote the contents of this legal opinion, but Ningbo Zhenyu Technology Co.Ltd(300953) shall not cause legal ambiguity or misinterpretation due to quotation.
6. The lawyer of the firm agrees to take this legal opinion as the necessary legal document for Ningbo Zhenyu Technology Co.Ltd(300953) this equity incentive plan, report or publicly disclose it together with other application materials, and bear corresponding legal liabilities for the legal opinion issued in accordance with the law.
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1、 The company is qualified to implement the incentive plan
1. Upon the verification of our lawyers, Ningbo Zhenyu Technology Co.Ltd(300953) is a joint stock limited company registered and established according to law and approved by China Securities Regulatory Commission and Shenzhen Stock Exchange to be listed on the gem of Shenzhen Stock Exchange. Now it holds the business license with the unified social credit code of “913302 Guangdong Vanward New Electric Co.Ltd(002543) 85326p” issued by Ningbo market supervision and Administration Bureau. The domicile of the company is Xidian, Ninghai County, with a total share capital of 93.08 million yuan. The company type is a joint stock limited company (listed, invested or controlled by natural persons), and its business scope is “R & D, manufacturing and processing of molds and motors; manufacturing and processing of hardware and plastic parts; self operation and agency of import and export of goods and technologies, except for goods and technologies restricted or prohibited by the state”.
2. According to Ningbo Zhenyu Technology Co.Ltd(300953) “business license”, “articles of association” and its confirmation, and through the lawyer of this firm, inquire the national enterprise credit information publicity system（ http://www.gsxt.gov.cn./ ）The registration status of Ningbo Zhenyu Technology Co.Ltd(300953) is “survival”, and the company does not need to be terminated in accordance with laws, regulations or the articles of association. 3. Article 7 the company’s equity incentive plan shall not be implemented without the verification of the following circumstances:
(1) The financial and accounting report of the most recent fiscal year is an audit report with a negative opinion or unable to express an opinion issued by a certified public accountant;
(2) The internal control of the financial report of the most recent fiscal year is an audit report with a negative opinion or unable to express an opinion issued by a certified public accountant;
(3) Failure to distribute profits in accordance with laws and regulations, articles of association and public commitments within the last 36 months after listing;
(4) Equity incentive is not allowed according to laws and regulations;
(5) Other circumstances recognized by the CSRC.
After verification, the lawyers of the firm believe that the company is a joint stock limited company established and effectively existing according to law, there is no need to terminate according to law, and there is no situation that the equity incentive plan is not allowed according to Article 7 of the management measures, and the company has the subject qualification to implement the incentive plan.
2、 Legality and compliance of the contents of this incentive plan
According to the incentive plan (Draft), the incentive form adopted in this incentive plan is restricted stock. The number of restricted shares to be granted to the incentive object is 4253000 shares, accounting for 4.57% of the total share capital of the company of 93.08 million shares on the announcement date of the draft incentive plan.
The incentive plan (Draft) includes “the purpose and principle of the incentive plan”, “the management organization of the incentive plan”, “the basis and scope of determining the incentive object”, “the incentive mode, source, quantity and distribution of restricted shares”, “the validity period, grant date, attribution arrangement and prohibition provisions of the incentive plan”, “the grant price and determination method of the grant price of restricted shares” and “the grant and attribution conditions of restricted shares” “Adjustment methods and procedures of this incentive plan”, “accounting treatment of restricted stocks”, “implementation procedures of restricted stock incentive plan”, “respective rights and obligations of the company / incentive object”, “treatment of changes in the company / incentive object” and other matters have been clearly specified or explained.
The main contents of the company’s incentive plan are as follows:
(I) determination basis and scope of incentive objects
1. Determination basis of incentive object
(1) Legal basis for determining incentive objects
The incentive objects of the incentive plan are determined in accordance with the company law, securities law, administrative measures, listing rules, self regulatory guidelines and other relevant laws and regulations, normative documents and the articles of association, and in combination with the actual situation of the company.
(2) Job basis for determining incentive objects
The incentive objects granted for the first time in this plan are senior managers of the company, core managers of the company (including subsidiaries, the same below), core technology (business) backbone and other personnel deemed necessary by the board of directors, excluding independent directors and supervisors. For the personnel who meet the scope of incentive objects of the incentive plan, the salary and assessment committee of the company shall draw up a list, which shall be verified and determined by the board of supervisors of the company.
(3) Assessment basis of incentive object
The incentive objects shall be assessed according to the assessment management measures approved by the board of directors of the company. The incentive objects shall have the qualification and conditions to obtain the restricted shares and ownership under the plan after passing the assessment.
2. Scope of incentive objects
The total number of incentive objects to be granted for the first time in the plan is 153, including:
(1) Directors and senior managers of the company;
(2) Core management personnel and core (technical) business personnel of the company;
(3) Other employees deemed necessary by the board of directors of the company.
The incentive objects involved in this incentive plan do not include independent directors, supervisors and foreign employees, nor do they include shareholders or actual controllers who individually or jointly hold more than 5% of the shares of the company and their spouses, parents and children. Among the above incentive objects, directors and senior managers must be elected by the general meeting of shareholders or appointed by the board of directors of the company. All incentive objects must work in the company within the validity of this incentive plan and sign labor contracts, employment contracts or labor contracts.
The incentive object of the reserved grant part shall be determined within 12 months after the incentive plan is considered and approved by the general meeting of shareholders. After the proposal of the board of directors, the explicit opinions of the independent directors and the board of supervisors, the professional opinions of lawyers and the legal opinions are issued, the company shall accurately disclose the relevant information of the incentive object in time on the designated website as required. If the incentive object is not specified for more than 12 months, the reserved rights and interests shall become invalid. The criteria for determining the reserved incentive object shall be determined with reference to the criteria for the first award.
3. Under any of the following circumstances, it cannot become the incentive object of the plan:
(1) Being identified as an inappropriate candidate by the stock exchange within the last 12 months;
(2) In the last 12 months, it has been identified as an inappropriate candidate by the CSRC and its dispatched offices;
(3) Being administratively punished by the CSRC and its dispatched offices or taking market entry prohibition measures for major violations of laws and regulations in the last 12 months;
(4) Those who are not allowed to serve as directors or senior managers of the company as stipulated in the company law;
(5) Those who are not allowed to participate in the equity incentive of listed companies according to laws and regulations;
(6) Other circumstances recognized by the CSRC.
If the incentive object is not allowed to participate in the incentive plan according to any of the above provisions during the implementation of the plan, the company will terminate its right to participate in the plan, cancel the ownership of the restricted shares granted but not yet vested, and become invalid.
4. Verification of incentive objects
(1) The company employs lawyers to give professional opinions on whether the qualifications of incentive objects comply with the management measures and other relevant laws and regulations and the relevant provisions of the plan.
(2) The company will publicize the names and positions of incentive objects within the company through the company’s website or other channels before the general meeting of shareholders, and the publicity period shall not be less than 10 days.
(3) The board of supervisors of the company will review the list of incentive objects, fully listen to the publicity opinions, and disclose the explanation of the board of supervisors on the review and publicity of the list of incentive objects five days before the general meeting of shareholders of the company deliberates the incentive plan. The list of incentive objects adjusted by the board of directors of the company shall also be verified by the board of supervisors of the company.
In conclusion, our lawyers believe that the determination basis and scope of the above incentive objects comply with the relevant provisions of Article 8 of the administrative measures and article 8.4.2 of the listing rules.
(II) incentive mode, source, quantity and distribution of restricted shares
1. The incentive form adopted in this incentive plan is restricted stock (class II restricted stock), and the underlying stock involved comes from the company’s A-share common stock issued by the company to the incentive object.
2. The total amount of class II restricted shares to be granted to incentive objects in the plan is 4253000 shares, accounting for 4.57% of the total share capital of the company at the time of announcement of the draft incentive plan. Among them, 4028000 shares were granted for the first time, accounting for 4.33% of the company’s total share capital of 93.08 million shares when the incentive plan was announced, and 94.71% of the total equity granted this time; 225000 shares are reserved, accounting for 0.24% of the company’s total share capital of 93.08 million shares when the incentive plan is announced, and the reserved part accounts for 5.29% of the total equity granted this time. The total number of subject shares involved in all equity incentive plans within the validity period of the company does not exceed 20% of the total share capital of the company. The cumulative number of company shares granted by any incentive object of the plan through all equity incentive plans within the validity period does not exceed 1% of the total share capital of the company.
