Beijing Zhonglun (Shenzhen) law firm
About Xgd Inc(300130)
Of stock option incentive plan in 2022
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 Xgd Inc(300130)
Of stock option incentive plan in 2022
Legal opinion
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 incentives of listed companies (hereinafter referred to as the “administrative measures”) issued by the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”) Shenzhen Stock Exchange issued the Listing Rules of Shenzhen Stock Exchange gem (revised in 2020) (hereinafter referred to as the “Listing Rules”) and the self regulatory guidelines for companies listed on Shenzhen Stock Exchange gem No. 1 – business handling, and Beijing Zhonglun (Shenzhen) law firm accepted the entrustment of Xgd Inc(300130) (hereinafter referred to as the “company” or ” Xgd Inc(300130) “), This legal opinion is issued on the company’s 2022 stock option incentive plan (hereinafter referred to as “this incentive plan” or “this plan”).
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 matters related to the company’s incentive plan to ensure that there are no false records, misleading statements and major omissions in this legal opinion.
The exchange agrees that the company will take this legal opinion as a necessary document for the implementation of this incentive plan and publicly disclose it together with other documents and materials.
This legal opinion is only used by the company for the purpose of implementing this incentive plan, 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 hereby issue the following legal opinions: 1. The company meets the conditions for the implementation of this incentive plan
(I) subject qualification of the incentive plan
According to the information provided by the company and verified by our lawyers, Shenzhen Xgd Inc(300130) Technology Co., Ltd. was established on July 31, 2001, changed and established as a joint stock limited company on April 25, 2008, and registered with Shenzhen market supervision and Administration Bureau (formerly known as Shenzhen Administration for Industry and Commerce). Approved by the reply on approving Xgd Inc(300130) initial public offering and listing on the gem (zjxk [2010] No. 1292) of the CSRC, the company issued 16 million ordinary shares in RMB for the first time and was listed on the gem of Shenzhen Stock Exchange on October 19, 2010. The stock is abbreviated as ” Xgd Inc(300130) ” and the stock code is Xgd Inc(300130) .
After verification, our lawyers believe that the company is a valid joint stock limited company listed on the Shenzhen Stock Exchange, and there are no circumstances requiring the termination of the company specified in laws, regulations, normative documents or the articles of association. (II) the company does not have the situation that equity incentive is not allowed according to Article 7 of the management measures
According to the information provided by the company and the audit report dhsz [2022] 005316 issued by Dahua Certified Public Accountants (special general partnership) for the company on March 28, 2022, the company does not have any of the following circumstances:
1. The financial 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 the certified public accountant;
3. Failure to distribute profits in accordance with laws and regulations, the articles of association and public commitments within the last 36 months after listing;
4. Equity incentive is prohibited by laws and regulations;
5. Other circumstances recognized by the CSRC.
After verification, our lawyers believe that the company is a listed company established and existing in accordance with the law, there is no situation that the equity incentive plan shall not be implemented as stipulated in Article 7 of the administrative measures, and it meets the conditions for implementing the incentive plan.
2、 Legality and compliance of this incentive plan
The 17th meeting of the 5th board of directors of the company deliberated and approved the Xgd Inc(300130) 2022 stock option incentive plan (Draft) (hereinafter referred to as “incentive plan (Draft)”) and its summary on March 28, 2022.
The lawyer of the firm consulted the incentive plan (Draft), which mainly includes: interpretation, the purpose of the incentive plan and the basic principles followed in the formulation, the basis and scope of the incentive object, the source and quantity of the subject stock involved in the incentive plan, the distribution of stock options granted to the incentive object, the validity period, authorization date, waiting period, vesting date and restricted sale period of the stock option incentive plan, The method for determining the exercise price or exercise price of stock options, the conditions for granting rights and interests to incentive objects, the adjustment methods and procedures of this incentive plan, the accounting treatment of this incentive plan, the procedures for implementing this incentive plan, the procedures for granting stock options and exercising rights to incentive objects, the respective rights and obligations of the company / incentive objects, the treatment of changes in the company / incentive objects, supplementary provisions, etc.
The lawyers of the firm believe that the main contents of the incentive plan (Draft) deliberated and adopted by the board of directors of the company comply with the provisions on the items that should be specified in the equity incentive plan in Article 9 of the administrative measures.
（1） Purpose of this incentive plan
According to the incentive plan (Draft), The purpose of this incentive plan is: “Further improve the corporate governance structure, establish and improve the company’s long-term incentive and restraint mechanism, advocate the concept of common and sustainable development of the company with the management and key employees, fully mobilize the enthusiasm of directors, senior managers, middle managers and core key employees, effectively combine the interests of shareholders, the company and employees, improve the company’s core competitiveness and ensure the company’s development strategy and business objectives Target implementation. “
Our lawyers believe that the purpose of this incentive plan is in line with the provisions of item (I) of Article 9 of the management measures.
（2） Determination basis and scope of incentive object
1. Legal basis for determining incentive objects
The incentive object of this plan is determined in accordance with the company law, securities law, administrative measures, listing rules, other relevant laws, 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 of this plan must be directors (excluding independent directors), senior managers, middle managers and core backbone employees of the company. Core backbone employees refer to the core business, technology and management backbone employees who work in the company and its holding subsidiaries and have an important impact on the overall performance and sustainable development of the company.
According to the needs of the company’s development strategy, the remuneration and assessment committee of the board of directors can adjust the qualification standards of incentive objects.
3. Assessment basis for determining incentive objects
The incentive objects shall be assessed according to the assessment measures for the implementation of Xgd Inc(300130) 2022 stock option incentive plan (hereinafter referred to as the “assessment measures”) approved by the board of directors of the company. The incentive objects shall be qualified to be granted the stock option under the incentive plan after passing the assessment.
4. Scope of incentive objects
The incentive objects involved in this incentive plan include directors, senior managers, middle managers and core backbone employees of the company, with a total of 74 people.
All incentive objects must work in the company or its subsidiaries at all levels within the validity period of the plan, and have signed labor contracts with corresponding companies. The list of specific incentive objects and their distribution proportion shall be examined and approved by the board of directors of the company and verified by the board of supervisors of the company. If it needs to be approved by the general meeting of shareholders of the company, relevant procedures shall also be performed.
The incentive objects granted by this incentive plan of the company do not include the independent directors and supervisors of the company, nor the shareholders or actual controllers who individually or jointly hold more than 5% of the shares of the company and their spouses, parents, children and foreign employees of the company.
5. Verification of incentive objects
After the plan is reviewed and approved by the board of directors and before the company holds the general meeting of shareholders, the names and positions of incentive objects shall be publicized within the company through the company’s website or other channels, and the publicity period shall not be less than 10 days.
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 shareholders’ meeting 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 incentive plan has defined the basis and scope of incentive objects, which is in line with the provisions of Article 8 and item (II) of Article 9 of the management measures.
（3） The source, quantity and distribution of the underlying stocks involved in this incentive plan
1. Number of stock options granted
The company plans to grant 25 million stock options to the incentive objects, involving RMB A-share common shares, accounting for 5.11% of the company’s total share capital of 489197278 shares at the time of the announcement of the draft incentive plan. The total number of underlying shares involved in all equity incentive plans within the validity period shall not exceed 20% of the total share capital of the company. All stock options are granted without reservation.
Without the approval of the special resolution of the general meeting of shareholders, the cumulative shares of the company granted by any incentive object through all the equity incentive plans within the validity period shall not exceed 1% of the total share capital of the company.
2. Source of underlying stock
The source of the underlying stock is Xgd Inc(300130) stock issued by the company to the incentive object.
3. Types of shares subject to the incentive plan
The type of underlying stock involved in the stock option to be granted under the plan is A-share common stock of the company.
4. Distribution of stock options granted to incentive objects
The distribution of stock options granted by this incentive plan among incentive objects is shown in the table below:
Proportion of stock options granted to the total number of positions (10000 shares) of the incentive plan during the period of stock grant proportion of the total share capital of the company at the time of announcement
1 Wang Yang, director and Deputy General Manager 10 0.40% 0.02%
2 Shi Xiaodong, director and deputy general manager 20 0.80% 0.04%
3 Wei Yuhong, director and Deputy General Manager 10 0.40% 0.02%
4 Jiang Yong, deputy general manager 10 0.40% 0.02%
5 Yao Jun, deputy general manager 10 0.40% 0.02%
6 Guo Qiaoyi, chief financial officer and board of directors 10 0.40% 0.02%
secretary
Subtotal of the company’s business decision-making level 70
