Beijing Jindu law firm
About Hanwang Technology Co.Ltd(002362)
Cancellation of some stock options in 2018 stock option incentive plan
Legal opinion
To: Hanwang Technology Co.Ltd(002362)
Beijing Jindu law firm (hereinafter referred to as "the firm") has accepted the entrustment of Hanwang Technology Co.Ltd(002362) (hereinafter referred to as " Hanwang Technology Co.Ltd(002362) " or "the company") 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") Laws, administrative regulations, rules and other normative documents (hereinafter referred to as "laws and regulations") such as the measures for the administration of equity incentives of listed companies (hereinafter referred to as "the measures") and the Hanwang Technology Co.Ltd(002362) articles of Association (hereinafter referred to as "the articles of association") In accordance with the relevant provisions of Hanwang Technology Co.Ltd(002362) 2018 stock option incentive plan (Draft) (hereinafter referred to as "2018 stock option incentive plan"), this legal opinion is issued on the matters related to the cancellation of some granted stock options in 2018 stock option incentive plan (hereinafter referred to as "this cancellation").
In accordance with the provisions of the securities law, the measures for the administration of law firms engaging in securities legal business, the rules for the practice of securities legal business of 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 sufficient verification and verification to ensure that the facts identified in this legal opinion are true It is accurate and complete, and the concluding opinions issued are legal and accurate, without false records, misleading statements or major omissions, and shall bear corresponding legal liabilities.
The exchange only gives opinions on the legal issues related to the company's 2018 stock option incentive plan, and only gives legal opinions in accordance with the current laws and regulations within the people's Republic of China (for the purpose of this legal opinion, excluding Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan, hereinafter referred to as "within China"), and does not give legal opinions in accordance with any laws outside China. The exchange will not comment on the rationality of the underlying stock value, assessment standards and other issues involved in the company's 2018 stock option incentive plan, as well as accounting, finance and other non legal professional matters. When quoting relevant financial data or conclusions in this legal opinion, the exchange has fulfilled the necessary duty of care, but such quoting shall not be regarded as any express or implied guarantee for the authenticity and accuracy of these data and conclusions.
The issuance of this legal opinion has been guaranteed by the company as follows:
1. The company has provided the original written materials, copies, copies, confirmation letters or certificates required by the company for the issuance of this legal opinion to the office and the handling lawyer.
2. If the documents and materials provided by the company to the firm and the handling lawyer are true, accurate, complete and effective, without concealment, falsehood and major omissions, and the documents and materials are copies or copies, they shall be consistent with the original. For the fact that it is very important to issue this legal opinion and cannot be supported by independent evidence, the exchange relies on the instructions or supporting documents issued by relevant government departments, companies or other relevant units to issue legal opinions.
This legal opinion is only used by the company for the purpose of implementing this cancellation, and shall not be used for any other purpose. The exchange agrees that the company shall quote the relevant contents of this legal opinion in the relevant documents made for and this cancellation, but when the company makes the above quotation, it shall not cause legal ambiguity or misinterpretation due to the quotation. The exchange has the right to review and confirm the corresponding contents of the above relevant documents again.
In accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, we hereby issue the following legal opinions: I. implementation of the stock option incentive plan in 2018
1. On January 5, 2018, the 27th (Interim) meeting of the Fourth Board of directors of the company deliberated and approved the proposal on the company's 2018 stock option incentive plan (Draft) and its summary, the proposal on the measures for the administration of the implementation and assessment of the company's 2018 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 the 2018 stock option incentive plan, Provisions are made on matters related to the 2018 stock option incentive plan. The independent directors of the company expressed independent opinions that the implementation of the 2018 stock option incentive plan will not harm the interests of the company and all shareholders, and agreed to the 2018 stock option incentive plan proposed by the company.
2. On January 5, 2018, the 15th (Interim) meeting of the Fourth Board of supervisors of the company deliberated and approved the proposal on the company's 2018 stock option incentive plan (Draft) and its summary and the proposal on the measures for the implementation and assessment of the company's 2018 stock option incentive plan, believing that the 2018 stock option incentive plan complies with the provisions of relevant laws, regulations and normative documents and has fulfilled relevant legal procedures, It is conducive to the sustainable development of the company and does not damage the interests of the company and all shareholders.
3. On January 22, 2018, the company's first extraordinary general meeting of shareholders in 2018 deliberated and approved the proposal on the company's 2018 stock option incentive plan (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 submitting the general meeting of shareholders to authorize the board of directors to handle matters related to the company's 2018 stock option incentive plan. Independent directors publicly solicited entrusted voting rights from all shareholders.
4. On January 22, 2018, the 28th (Interim) meeting of the Fourth Board of directors of the company deliberated and approved the proposal on adjusting the list of incentive objects and the number of rights and interests granted for the first time in the 2018 stock option incentive plan and the proposal on granting stock options to incentive objects for the first time. Because one incentive object does not meet the conditions to become an incentive object, The company decided to cancel the qualification of its incentive objects and cancel the stock options to be granted to them, and the original 143 incentive objects were adjusted to 142; At the same time, the board of directors considered that the grant conditions specified in the company's 2018 stock option incentive plan had been met and agreed to grant 2.899 million stock options to 142 incentive objects on January 22, 2018 as the first grant date. The independent directors expressed their independent opinions, considered that one incentive object did not meet the conditions for becoming an incentive object, and agreed with the company's adjustment of the list of incentive objects and the number of rights and interests granted for the first time in the 2018 stock option incentive plan; At the same time, it is agreed that the first grant date of the company's 2018 stock option incentive plan is January 22, 2018, and it is agreed to grant 2.899 million stock options to 142 objects who meet the grant conditions.
5. On January 22, 2018, the 16th (Interim) meeting of the Fourth Board of supervisors of the company deliberated and approved the proposal on adjusting the list of incentive objects and the number of rights and interests granted for the first time in the 2018 stock option incentive plan and the proposal on granting stock options to incentive objects for the first time, and considered that this adjustment was in line with the relevant provisions of the administrative measures, the 2018 stock option incentive plan and its summary, There is no circumstance that damages the interests of shareholders of the company; At the same time, it is considered that the grant conditions specified in the 2018 stock option incentive plan have been met. The board of supervisors agreed that the first grant date of the company's 2018 stock option incentive plan was January 22, 2018, and agreed to grant 2.899 million stock options to 142 incentive objects who met the grant conditions.
6. On February 26, 2019, the sixth (Interim) meeting of the Fifth Board of directors of the company deliberated and approved the proposal on canceling some stock options in the 2018 stock option incentive plan. In view of the resignation of 14 original incentive objects of the company for personal reasons, they have not met the incentive conditions specified in the 2018 stock option incentive plan of the company. According to the regulations, the stock options that have been granted to the original incentive objects but have not been exercised shall not be exercised, Unified cancellation by the company. The independent directors expressed their independent opinions and believed that the cancellation of part of the stock options granted but not exercised above complies with relevant laws and regulations, the provisions of 2018 stock option incentive plan and Hanwang Technology Co.Ltd(002362) 2018 measures for the administration of the implementation and assessment of stock option incentive plan, the procedures are legal and compliant, and will not affect the continuous operation of the company or damage the interests of the company and all shareholders, It is unanimously agreed to cancel some of the stock options granted in the 2018 stock option incentive plan.
7. On February 26, 2019, the fifth (Interim) meeting of the Fifth Board of supervisors of the company deliberated and approved the proposal on canceling some stock options in the 2018 stock option incentive plan. After verification, 14 original incentive objects of the company resigned for personal reasons, and the above-mentioned persons did not meet the incentive conditions specified in the 2018 stock option incentive plan of the company, It is agreed that the company will cancel a total of 101500 stock options granted but not exercised by the above incentive objects. The deliberation procedures of the board of directors on canceling some stock options this time comply with relevant regulations and are legal and effective.
8. On March 21, 2019, the 7th Meeting of the 5th board of directors of the company passed the proposal on the company's 2018 stock option incentive plan that the first exercise period did not meet the exercise conditions and cancel the relevant stock options. In view of the company's 2018 stock option incentive plan that the first exercise period did not meet the exercise conditions, the company plans to cancel the 1119000 stock options corresponding to the first exercise period of the incentive plan. The independent directors expressed their independent opinions and agreed that the company would cancel the corresponding stock options that failed to meet the exercise conditions in the first exercise period of the 2018 stock option incentive plan.
9. On March 21, 2019, the sixth meeting of the Fifth Board of supervisors of the company passed the resolution on the company's failure to meet the exercise conditions and cancel relevant stock options in the first exercise period of the 2018 stock option incentive plan, because the company's performance in 2018 did not meet the company level performance assessment requirements in the first exercise period of the 2018 stock option incentive plan, The company plans to cancel the incentive plan. There are 1.119 million stock options corresponding to the first exercise period of 128 incentive objects, which comply with relevant laws, regulations and normative documents and the relevant provisions of the company's 2018 stock option incentive plan. There is no damage to the interests of the company and all shareholders, which will not have a significant adverse impact on the company's financial status and operating results, nor affect the diligence of the company's management team. Therefore, it is agreed to cancel the corresponding stock options that fail to meet the exercise conditions in the first exercise period of the 2018 stock option incentive plan. 10. On March 26, 2020, the 17th meeting of the 5th board of directors of the company passed the proposal on deliberation on the second exercise period of the company's 2018 stock option incentive plan failing to meet the exercise conditions and cancellation of some stock options. In view of the company's performance failing to meet the exercise conditions of the second exercise period of the 2018 stock option incentive plan, 82575000 stock options granted but not yet exercised corresponding to the second exercise period are not exercisable. In addition, three original incentive objects of the company, Shao Shuwei, Wang Lijuan and Zeng Peng, resigned for personal reasons and no longer meet the incentive conditions. A total of 27000 stock options granted but not yet exercised, are not exercisable. According to the relevant provisions of the 2018 stock option incentive plan, the company plans to cancel the above total 8527500 stock options. Independent directors expressed independent opinions and agreed that the second exercise period of the company's 2018 stock option incentive plan did not meet the exercise conditions and cancel some stock options.
11. On March 26, 2020, the 12th meeting of the 5th board of supervisors of the company passed the proposal on the company's failure to meet the exercise conditions and cancel some stock options in the second exercise period of the 2018 stock option incentive plan. Because the company's performance in 2019 did not meet the company level performance assessment requirements in the second exercise period of the 2018 stock option incentive plan, The company plans to cancel 82575 stock options granted but not exercised corresponding to the second exercise period; Due to the resignation of some 2018 stock option incentive objects for personal reasons, which has not met the provisions on Incentive objects in the company's 2018 stock option incentive plan, the company plans to cancel 27000 stock options granted but not exercised by the three original incentive objects. The board of supervisors agreed that the second exercise period of the company's 2018 stock option incentive plan did not meet the exercise conditions and cancelled some stock options.
12. On March 26, 2021, the 31st meeting of the 5th board of directors of the company passed the proposal on canceling some stock options of the 2018 stock option incentive plan and the proposal on reaching the exercise conditions in the third exercise period of the company's 2018 stock option incentive plan. In view of the resignation of 9 original incentive objects of the company for personal reasons, The above-mentioned personnel have not met the incentive conditions specified in the company's 2018 stock option incentive plan. The stock options that have been granted to the original incentive object but have not been exercised shall not be exercised and shall be uniformly cancelled by the company; The exercise conditions of the third exercise period set in the company's 2018 equity incentive plan have been met and can be exercised. There is no difference between the relevant contents of the 2018 equity incentive plan implemented this time and the disclosed incentive plan. The independent directors expressed independent opinions and agreed to cancel some stock options of 2018 stock option incentive plan; The exercise conditions of the third exercise period of the company's 2018 stock option incentive plan have been met, and there is no case of non exercise specified in the 2018 stock option incentive plan. The exercisable incentive object meets the exercise conditions specified in the 2018 stock option incentive plan, and its subject qualification as the exercisable incentive object of the company is legal and effective.
13. On March 26, 2021, the 19th meeting of the 5th board of supervisors of the company passed the proposal on canceling some stock options of the 2018 stock option incentive plan and the proposal on reaching the exercise conditions in the third exercise period of the company's 2018 stock option incentive plan. In view of the fact that 9 original incentive objects of the company left for personal reasons
