About Shenzhen Capol International&Associatesco.Ltd(002949)
Adjustment of stock option incentive plan and reserved granting in 2021
of
Legal opinion
11th and 12th floors, Taiping financial building, 6001 Yitian Road, Futian District, Shenzhen, China postcode: 518017
11-12 / F, Taiping finance tower, Yitian road 6001, Futian District, Shenzhen, P.R. China Tel.: (86-755) 88265288 fax.: (86-75588265537
Email: [email protected]. Website: www.shujin.com cn.
Guangdong Xinda law firm
About Shenzhen Capol International&Associatesco.Ltd(002949)
Adjustment of stock option incentive plan and reserved granting in 2021
of
Legal opinion
To: Shenzhen Capol International&Associatesco.Ltd(002949)
Guangdong Xinda law firm has accepted the entrustment of your company to act as the legal adviser of your company on the “adjustment and reserved granting of stock option incentive plan in 2021” according to the employment agreement for special legal counsel signed with your company. In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of equity incentive of listed companies and other relevant laws, regulations and normative documents, and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, this legal opinion is issued for the company’s incentive plan. In order to issue this legal opinion, our lawyers have reviewed the Shenzhen Capol International&Associatesco.Ltd(002949) 2021 stock option incentive plan (Draft), the measures for the administration of the implementation and assessment of Shenzhen Capol International&Associatesco.Ltd(002949) 2021 stock option incentive plan, the relevant documents of the board of directors, the meeting documents of the board of supervisors, the independent opinions of independent directors and other documents that our lawyers believe need to be reviewed, And checked and verified the relevant facts and materials by querying the public information of government departments.
catalogue
interpretation…… 4 text 7 I. This adjustment 7 (I) authorization and approval of this adjustment 7 (II) contents of this adjustment 8. II. Matters reserved and granted this time 9 (I) approval and authorization of this reserved Grant 9 (II) the grant date of this reserved Grant 10 (III) conditions for granting this reserved Grant 10 (IV) information disclosure of this grant 11 III. concluding comments eleven
interpretation
In this legal opinion, unless otherwise explained or explained in the context, the abbreviations used below represent the following full names or meanings respectively:
Abbreviation refers to the corresponding full name or meaning
Company / Shenzhen Capol International&Associatesco.Ltd(002949) refers to Shenzhen Capol International&Associatesco.Ltd(002949)
This plan / this equity incentive
Refers to Shenzhen Capol International&Associatesco.Ltd(002949) 2021 stock option incentive plan
Incentive plan / this incentive plan
Shenzhen Capol International&Associatesco.Ltd(002949) adjust the 2021 stock option incentive plan. This adjustment refers to
Matters related to reserved grant of stock options
Shenzhen Capol International&Associatesco.Ltd(002949) 2021 stock option incentive plan is reserved. This reserved grant refers to
Grant related matters
The Shenzhen Capol International&Associatesco.Ltd(002949) 2021 stock option incentive plan and the draft incentive plan refer to
(Draft)
The articles of association refers to the Shenzhen Capol International&Associatesco.Ltd(002949) articles of association
Company Law refers to the company law of the people’s Republic of China
Securities Law refers to the securities law of the people’s Republic of China
The Administrative Measures refer to the administrative measures for equity incentive of listed companies (Order No. 126 of China Securities Regulatory Commission)
CSRC refers to the China Securities Regulatory Commission
Shenzhen stock exchange refers to Shenzhen Stock Exchange
The audit report (No.: Rongcheng audit report) issued by Rongcheng Certified Public Accountants (special general partnership) refers to
SZ [2020] 361z0018)
The firm / Cinda refers to Guangdong Xinda law firm
Rongcheng / CPA refers to Rongcheng Certified Public Accountants (special general partnership)
Yuan and 10000 yuan refer to RMB yuan and 10000 yuan
Note: in this legal opinion, the direct addition of some total numbers and each detailed number and the difference in mantissa are caused by rounding
Lawyer’s statement
Cinda is a law firm registered in China and is qualified to provide legal opinions under this legal opinion in accordance with relevant Chinese laws, regulations and normative documents.
1、 Xinda lawyers express their legal opinions in accordance with the provisions of the company law, the securities law, the administrative measures, the administrative measures for the engagement of law firms in securities business, the rules for the practice of securities legal business of law firms (for Trial Implementation) and other laws and regulations, as well as the facts that have occurred or exist before the issuance date of this legal opinion.
2、 Xinda lawyers do not express opinions on professional matters such as accounting, auditing, capital verification and asset evaluation. When Xinda lawyers quote some data or conclusions in relevant accounting statements, audit reports, capital verification reports and asset evaluation reports in their legal opinions, it does not mean that Xinda lawyers make any express or implied guarantee for the authenticity and accuracy of these data or conclusions.
3、 In the process of relevant investigation, collection, consultation and inquiry, Xinda lawyer has obtained the following guarantee from the company: the company has provided Xinda with the original written materials, copies, copies, written instructions or oral testimony and other documents necessary for Xinda to issue legal opinions; The company did not conceal, omit, make false records or make misleading statements when providing documents to Cinda; The signatures and seals on all documents provided by the company are true; Among them, if the documents are copies or copies, all copies or copies shall be consistent with the original.
4、 Xinda and Xinda lawyers have strictly performed their statutory duties in accordance with the provisions of relevant laws and regulations, followed the principles of diligence and good faith, conducted sufficient verification and verification, and ensured that the facts identified in this legal opinion are true, accurate and complete, the concluding opinions issued are legal and accurate, and there are no false records, misleading statements or major omissions, and bear corresponding legal liabilities.
5、 For the fact that this legal opinion is very important and cannot be supported by independent evidence, the office and the handling lawyer rely on the certificates or confirmations issued or provided by relevant government departments, relevant units or relevant persons and the publicly available information of the competent department to express legal opinions. The authenticity, validity, integrity and accuracy of such certificates, confirmation documents or information shall be determined by the issuance of such certificates The unit or person who confirms the document or publishes such public information shall bear the responsibility.
6、 Cinda agrees to publicly disclose this legal opinion as an integral part of the materials disclosed in the company’s incentive plan, and shall be liable for the legal opinions issued by our lawyers in this legal basis according to law. The exchange agrees that the company shall quote the contents of this legal opinion in the relevant documents prepared for the implementation of this equity incentive plan in accordance with the relevant provisions of the CSRC, but the company shall not cause legal ambiguity or misinterpretation due to the quotation.
7、 This legal opinion is only used by the company for the purpose of this equity incentive plan and shall not be used for any other purpose.
Text
1、 This adjustment
(I) authorization and approval of this adjustment
1. On March 29, 2021, the company held the 19th meeting of the second board of directors, deliberated and approved the proposal on the company’s 2021 stock option incentive plan (Draft) and its summary, the proposal on the company’s measures for the implementation and assessment of 2021 stock option incentive plan, and the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive.
On March 29, 2021, the independent directors of the company carefully reviewed the draft incentive plan and issued the independent opinions of independent directors on relevant matters of the 19th meeting of the second board of directors of the company.
2. On March 29, 2021, the company held the 20th meeting of the second board of supervisors, which deliberated and approved the proposal on the company’s 2021 stock option incentive plan (Draft) and its summary, the proposal on the company’s measures for the implementation and assessment of 2021 stock option incentive plan, and the proposal on verifying the list of incentive objects of 2021 stock option incentive plan. The board of supervisors of the company verified the list of incentive objects granted stock options.
3. From March 30, 2021 to April 8, 2021, the company internally publicized the names and positions of the incentive objects determined in the incentive plan. During the publicity period, the board of supervisors of the company did not receive any objection.
4. On April 15, 2021, the company’s second extraordinary general meeting of shareholders in 2021 deliberated and passed the proposal on the company’s 2021 stock option incentive plan (Draft) and its summary, the proposal on the company’s measures for the assessment and management of the implementation of 2021 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 equity incentive.
5. On March 23, 2022, the company held the third meeting of the third board of directors and the third meeting of the third board of supervisors, deliberated and approved the proposal on adjusting the exercise price of reserved and granted stock options in the 2021 stock option incentive plan and the proposal on the invalidation of the remaining non granted reserved stock options, and the independent directors of the company expressed their independent opinions.
Accordingly, our lawyers believe that as of the date of issuance of this legal opinion, the adjustment of the company has obtained the necessary authorization and approval at this stage, which is in line with the relevant provisions of the management measures, the articles of association and the draft incentive plan.
(II) contents of this adjustment
1. Matters on adjusting the exercise price of reserved granted stock options
The company has disclosed the announcement on the implementation of annual equity distribution in 2020 on May 19, 2021. Based on the total share capital after the closing of the market on the registration date of equity distribution, the company will distribute RMB 4000000 in cash (including tax) to all shareholders for every 10 shares. The equity registration date is May 24, 2021 and the ex dividend date is May 25, 2021.
According to Article 48 of the administrative measures and “II. Adjustment method of stock option exercise price” in “Chapter IX adjustment methods and procedures of this incentive plan” of the draft incentive plan and its abstract: before the exercise of stock options, if the company has matters such as capital reserve converted into share capital, distribution of stock dividends, stock split, allotment, reduction of shares, dividend distribution, etc., the exercise price of stock options shall be adjusted accordingly.
Therefore, the company plans to adjust the exercise price of stock options reserved in the incentive plan accordingly. The adjustment method is as follows:
P = p0-v = 17.81 yuan / share -0.40 yuan / share = 17.41 yuan / share
Where: P0 is the exercise price of stock option before adjustment; V is the dividend per share; P is the adjusted exercise price of stock options. After dividend adjustment, P must still be greater than 1.
To sum up, the exercise price of stock options reserved for grant by the company was adjusted from 17.81 yuan / share to 17.41 yuan / share.
According to the authorization of the company’s second extraordinary general meeting of shareholders in 2021, this adjustment can be reviewed and approved by the board of directors without submitting it to the general meeting of shareholders for review again.
2. Notes on the invalidation of the remaining non granted reserved stock options
According to the relevant provisions of the company’s 2021 stock option incentive plan (Draft) and its summary, the number of reserved stock options determined in this incentive plan is 1.26 million. A total of 1.09 million reserved stock options are granted to incentive objects this time, and the remaining number of reserved stock options not granted is 170000. The company decides to invalidate it.
According to the authorization of the company’s second extraordinary general meeting of shareholders in 2021, this adjustment can be reviewed and approved by the board of directors without submitting it to the general meeting of shareholders for review again.
Accordingly, our lawyers believe that the adjustment of the company complies with the relevant provisions of the management measures, the articles of association and the draft incentive plan.
2、 Matters reserved and granted this time
(I) approval and authorization of this reserved grant
1. On March 29, 2021, the company held the 19th meeting of the second board of directors and deliberated and adopted the
