Beijing Zhonglun (Shenzhen) law firm
About Xgd Inc(300130)
Achievement of exercise conditions in the first exercise period of 2021 stock option incentive plan and cancellation of parts of 2020 and 2021 stock option incentive plan
Legal opinion on granted stock options
March, 2002
Beijing Shanghai Shenzhen Guangzhou Chengdu Chongqing Hangzhou Nanjing Haikou Tokyo Hong Kong London New York Los Angeles San Francisco Almaty
8-10 / F, building a, Rongchao center, 6003 Yitian Road, Futian District, Shenzhen, Guangdong 518026
8-10/F, Tower A, Rongchao Tower, 6003 Yitian Road, Futian District, Shenzhen, Guangdong 518026, P. R. China
Tel: + 86 75533256666 Fax: + 86 75533206888 / 6889
Website: www.zhonglun.com com.
Beijing Zhonglun (Shenzhen) law firm
About Xgd Inc(300130)
Achievement of exercise conditions in the first exercise period of stock option incentive plan in 2021
And cancellation of stock option incentive plan in 2020 and 2021
Legal opinion on granted stock options
To: Xgd Inc(300130)
In accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), and the measures for the administration of equity incentive of listed companies (hereinafter referred to as the “administrative measures”) issued by the China Securities Regulatory Commission Beijing Zhonglun (Shenzhen) law firm accepts the entrustment of Xgd Inc(300130) (hereinafter referred to as the “company” or ” Xgd Inc(300130) “) in accordance with the relevant provisions of laws, administrative regulations, departmental rules and other normative documents such as the guidelines for self-regulation of companies listed on the gem of Shenzhen Stock Exchange No. 1 – business handling issued by Shenzhen Stock Exchange and the Xgd Inc(300130) (hereinafter referred to as the “company” or ” Xgd Inc(300130) “), This legal opinion is issued on the achievement of exercise conditions in the first exercise period of the company’s 2021 stock option incentive plan (hereinafter referred to as “this exercise”) and the cancellation of some granted stock options in the company’s 2020 stock option incentive plan and 2021 stock option incentive plan (hereinafter referred to as “this cancellation”).
The exchange has obtained the company’s guarantee that 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 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.
We promise that our lawyers have strictly performed their statutory duties, followed the principles of diligence and good faith, and fully verified the company’s current exercise of rights and the cancellation, so as to ensure that there are no false records, misleading statements and major omissions in this legal opinion.
The exchange agrees that the company will publicly disclose this legal opinion as a necessary document for the implementation of this exercise and this cancellation together with other documents and materials.
This legal opinion is only used by the company for the purpose of this exercise and this cancellation, and shall not be used for any other purpose without the prior written consent of the exchange.
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. approval and authorization of stock option incentive plan
(I) basic information of stock option incentive plan in 2020
1. On September 25, 2020, the company held the 5th meeting of the 5th board of directors, which deliberated and approved the proposal on the draft and summary of Xgd Inc(300130) 2020 stock option incentive plan, the proposal on the assessment measures for the implementation of Xgd Inc(300130) 2020 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 company’s 2020 stock option incentive plan, The related directors of the company have avoided voting on relevant proposals, and the independent directors of the company have expressed their independent opinions on the stock option incentive plan.
2. On September 25, 2020, the company held the fifth meeting of the Fifth Board of supervisors, which deliberated and approved the proposal on the draft and summary of Xgd Inc(300130) 2020 stock option incentive plan and the proposal on the assessment measures for the implementation of Xgd Inc(300130) 2020 stock option incentive plan. At the same time, the board of supervisors verified the list of incentive objects of 2020 stock option incentive plan and issued verification opinions.
3. From September 26, 2020 to October 9, 2020, the board of supervisors of the company publicized the list of proposed incentive objects of the incentive plan on the internal bulletin board of the company, and disclosed the verification opinions and publicity instructions on the list of incentive objects of the company’s 2020 stock option incentive plan on cninfo.com on October 10, 2020.
4. On October 15, 2020, the company held the fourth extraordinary general meeting of shareholders in 2020, which deliberated and approved the proposal on the draft and summary of Xgd Inc(300130) 2020 stock option incentive plan, the proposal on the assessment measures for the implementation of Xgd Inc(300130) 2020 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 company’s 2020 stock option incentive plan.
The company conducted a self-examination on the trading of the company’s shares by insiders and incentive objects of the 2020 stock option incentive plan within 6 months before the first disclosure of the draft incentive plan (i.e. March 25, 2020 to September 25, 2020), and disclosed the self-examination report on the trading of the company’s shares by insiders and incentive objects of the 2020 stock option incentive plan on cninfo.com.
5. On October 19, 2020, the company held the 7th Meeting of the 5th board of directors and passed the proposal on granting stock options to the incentive objects of the 2020 stock option incentive plan. The board of directors considered that the conditions for granting stock options specified in the 2020 stock option incentive plan had been met and agreed to take October 19, 2020 as the authorization date, A total of 49 million stock options were granted to 106 incentive objects who met the grant conditions. The related directors of the company have avoided voting on relevant proposals, and the independent directors of the company have expressed their independent opinions.
6. On October 19, 2020, the company held the 6th meeting of the 5th board of supervisors, which deliberated and approved the proposal on granting stock options to the incentive objects of the 2020 stock option incentive plan. The board of supervisors verified the list of incentive objects granted and issued verification opinions, confirming that the list of incentive objects is legal and valid and the authorization date meets relevant regulations.
7. On April 6, 2021, the company held the 10th meeting of the 5th board of directors, deliberated and approved the proposal on cancellation of the company’s 2020 stock option incentive plan if the first exercise period fails to meet the exercise conditions, and the proposal on cancellation of some granted stock options in 2020 stock option incentive plan, It is agreed to cancel a total of 2485000 stock options that fail to meet the exercise conditions in the first exercise period and do not meet the incentive conditions due to the resignation of the incentive object. The related directors of the company have avoided voting on relevant proposals, and the independent directors of the company have expressed their consent. According to the authorization of the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s 2020 stock option incentive plan, which was deliberated and adopted at the fourth extraordinary general meeting of shareholders in 2020 held on October 15, 2020, matters related to this cancellation need not be submitted to the general meeting of shareholders for deliberation.
8. On April 6, 2021, the company held the 9th meeting of the 5th board of supervisors, deliberated and approved the proposal on cancellation of the company’s 2020 stock option incentive plan if the first exercise period fails to meet the exercise conditions, and the proposal on cancellation of some granted stock options in 2020 stock option incentive plan.
9. On May 11, 2021, the company held the 12th meeting of the 5th board of directors, deliberated and approved the proposal on adjusting the exercise price of stock options granted under the stock option incentive plan in 2020 and 2021, and adjusted the exercise price of stock options granted under the stock option incentive plan in 2020 and 2021. The board of supervisors and independent directors of the company have expressed their opinions and agreed to the adjustment of the exercise price of stock options in the company’s incentive plan.
(II) basic information of stock option incentive plan in 2021
1. On March 16, 2021, the company held the 9th meeting of the 5th board of directors, which deliberated and approved the proposal on the draft and summary of Xgd Inc(300130) 2021 stock option incentive plan, the proposal on the assessment measures for the implementation of Xgd Inc(300130) 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 the company’s 2021 stock option incentive plan, The independent directors of the company have expressed their independent opinions on the stock option incentive plan.
2. On March 16, 2021, the company held the 8th meeting of the 5th board of supervisors, which deliberated and approved the proposal on the draft and summary of Xgd Inc(300130) 2021 stock option incentive plan and the proposal on the assessment measures for the implementation of Xgd Inc(300130) 2021 stock option incentive plan. The board of supervisors verified the list of incentive objects of 2021 stock option incentive plan and issued verification opinions.
3. From March 17, 2021 to March 26, 2021, the board of supervisors of the company publicized the list of proposed incentive objects on the company’s internal bulletin board, and disclosed the verification opinions and disclosure statement on the list of incentive objects of the company’s 2021 stock option incentive plan on cninfo.com on March 26, 2021. The company and all members of the board of supervisors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
4. On April 1, 2021, the company held the first extraordinary general meeting of shareholders in 2021, which deliberated and approved the proposal on the draft and summary of Xgd Inc(300130) 2021 stock option incentive plan, the proposal on the assessment measures for the implementation of Xgd Inc(300130) 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 the company’s 2021 stock option incentive plan. The company conducted a self-examination on the trading of the company’s shares by insiders and incentive objects of the 2021 stock option incentive plan within 6 months before the first disclosure of the draft incentive plan (i.e. September 16, 2020 to March 16, 2021), and disclosed the self-examination report on the trading of the company’s shares by insiders and incentive objects of the 2021 stock option incentive plan on cninfo.com.
5. On April 6, 2021, the company held the 10th meeting of the 5th board of directors, deliberated and approved the proposal on granting stock options to incentive objects under the 2021 stock option incentive plan. The board of directors considered that the conditions for granting stock options stipulated in the 2021 stock option incentive plan had been met, and agreed to grant a total of 45 million stock options to 195 incentive objects who met the granting conditions on April 6, 2021, The award price is 11 yuan / share. The independent directors of the company expressed their independent opinions on this.
6. On April 6, 2021, the company held the 9th meeting of the 5th board of supervisors, which deliberated and approved the proposal on granting stock options to incentive objects in 2021 stock option incentive plan. The board of supervisors verified the list of incentive objects granted and issued verification opinions, confirming that the list of incentive objects is legal and valid and the authorization date meets relevant regulations. The board of supervisors verified the list of incentive objects granted and issued verification opinions, confirming that the list of incentive objects is legal and valid and the authorization date meets relevant regulations.
7. On May 11, 2021, the company held the 12th meeting of the 5th board of directors, which deliberated and approved the exercise price of stock options granted under the stock option incentive plan for 2020 and 2021
