About the first grant of China Greatwall Technology Group Co.Ltd(000066) phase II stock option incentive plan
Legal opinion on the adjustment of the list and the number of options
11th and 12th floors, Taiping financial building, 6001 Yitian Road, Futian District, Shenzhen, Guangdong, China postcode: 518017 Tel: (0755) 88265288 Fax: (0755) 88265537
interpretation
In this legal opinion, unless the context otherwise requires, the following words or abbreviations have the following meanings:
China Greatwall Technology Group Co.Ltd(000066) / company refers to China Greatwall Technology Group Co.Ltd(000066) , formerly known as ” China Greatwall Technology Group Co.Ltd(000066) Computer Shenzhen Co., Ltd.”
Incentive plan (Draft) refers to the China Greatwall Technology Group Co.Ltd(000066) second stock option incentive plan (Draft)
Incentive plan (Revised Draft) refers to the China Greatwall Technology Group Co.Ltd(000066) second stock option incentive plan (Revised Draft)
This incentive plan refers to the option incentive plan that China Greatwall Technology Group Co.Ltd(000066) plans to implement according to the China Greatwall Technology Group Co.Ltd(000066) second stock option incentive plan (Revised Draft)
This adjustment refers to the adjustment of the list of persons granted for the first time and the number of options in China Greatwall Technology Group Co.Ltd(000066) phase II stock option incentive plan
Stock options and options refer to the rights granted by China Greatwall Technology Group Co.Ltd(000066) to the incentive object to purchase a certain number of shares of the company at a predetermined price and conditions within a certain period in the future
Incentive object refers to the personnel who are granted stock options under the plan
The authorization date refers to the date on which the company grants stock options to the incentive object. The authorization date must be the trading day
The exercisable date refers to the date when the incentive object can start exercising the right. The exercisable date must be the trading day
The term of validity refers to the period from the date of grant to the date of expiration of the stock option
Exercise period refers to the period from the date of exercise to the date of expiration of the stock option
Waiting period refers to the period between the grant date of stock option and the vesting date of stock option
Exercise refers to the behavior that the incentive object purchases the underlying stock according to the price and conditions set in the plan
The exercise price refers to the price determined by the company when granting stock options to the incentive object and the incentive object purchases China Great Wall shares
General meeting means the general meeting of shareholders of the company
Board of directors means the board of directors of the company
Remuneration Committee refers to the remuneration and assessment committee of the board of directors of the company
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 (revised in 2018)
The Trial Measures refer to the Trial Measures for the implementation of equity incentive by state-owned holding listed companies (domestic) (Guo Zi FA FA FA Fen [2006] No. 175)
“Notice on Relevant Issues” refers to the “notice on issues related to regulating the implementation of equity incentive system by state-controlled listed companies” (Guo Zi FA FA FA FA Fa [2008] No. 171)
Notice on relevant matters refers to the notice of SASAC on matters related to further improving the equity incentive work of listed companies controlled by central enterprises (Guo Zi FA Kao Fen GUI [2019] No. 102)
The implementation of central enterprise holding listed companies refers to the notice on printing and distributing the guidelines for the implementation of equity incentive by central enterprise holding listed companies (gzkp [2020] No. 178)
The articles of association refers to the China Greatwall Technology Group Co.Ltd(000066) articles of association
The measures for the administration of stock option incentive refers to the measures for the administration of China Greatwall Technology Group Co.Ltd(000066) second stock option incentive
The assessment management measures refer to the assessment management measures for the implementation of China Greatwall Technology Group Co.Ltd(000066) the second stock option incentive plan
Group / group company refers to China Electronic Information Industry Group Co., Ltd
CSRC refers to the China Securities Regulatory Commission
Stock exchange refers to Shenzhen Stock Exchange
CSDCC Shenzhen branch refers to the Shenzhen Branch of China Securities Depository and Clearing Corporation Limited
Xinda refers to Guangdong Xinda law firm
Xinda lawyer refers to the lawyer of Guangdong Xinda law firm
Guangdong Xinda law firm’s legal opinion on China Greatwall Technology Group Co.Ltd(000066) this legal opinion refers to the list of persons granted for the first time in the second stock option incentive plan and the adjustment of the number of options
Yuan and 10000 yuan refer to RMB yuan and 10000 yuan
Guangdong Xinda law firm
About China Greatwall Technology Group Co.Ltd(000066)
List of persons first granted under the second phase of stock option incentive plan and
Legal opinion on option quantity adjustment
Xdliz [2022] No. 015 to: China Greatwall Technology Group Co.Ltd(000066)
Xinda accepts the entrustment of China Greatwall Technology Group Co.Ltd(000066) , as a special legal consultant, in accordance with the company law, the securities law, the administrative measures, the trial measures, the notice on relevant issues, the notice on relevant matters, the guidelines for the implementation of equity incentive by listed companies controlled by central enterprises, other relevant laws, regulations, normative documents and the articles of association, This legal opinion is issued on the list of persons granted for the first time in the second phase of the company’s stock option incentive plan and the adjustment of the number of options.
In order to issue this legal opinion, Xinda lawyer reviewed the relevant meeting documents of the board of directors, meeting documents of the board of supervisors, independent opinions of independent directors, written statements of the company and other documents that Xinda lawyer considered necessary to be reviewed, and verified and verified the relevant facts and materials by querying the public information of government departments.
With regard to the issuance of this legal opinion, Xinda lawyer declares as follows:
1. Xinda lawyers express legal opinions based on the basic facts that have occurred or existed before the issuance of this legal opinion, the current effective relevant laws, regulations and normative documents in China, the verification of relevant materials, the necessary investigation and verification of Xinda lawyers, and the understanding of relevant facts and laws.
2. The issuance of this legal opinion is based on the following premise: all documents, materials and relevant oral statements provided by the company to Xinda lawyers are true, accurate, complete and effective, and there is no false or misleading information; The originals of the documents provided and the signatures and seals on them are authentic; If the documents are copies or copies, they shall be consistent with the original or the original; The parties signing the relevant documents have obtained the necessary authorization or performed the necessary approval procedures for the signing of such documents; All facts and documents sufficient to affect this legal opinion have been disclosed to Xinda without any concealment or major omission. Xinda lawyers rely on the supporting documents issued by relevant government departments, companies or other units to express their opinions on the facts that are crucial to this legal opinion and cannot be supported by independent evidence.
3. Xinda lawyers have strictly performed their statutory duties and followed the principles of diligence and good faith. As of the date of issuance of this legal opinion, they have conducted necessary verification and verification on the legality, compliance, authenticity and effectiveness of the list of persons granted for the first time in this incentive plan and the adjustment of the number of options, and issued legal opinions accordingly.
4. This legal opinion only expresses opinions on the legality and compliance of the list of personnel granted for the first time and the adjustment of the number of options in this incentive plan, and does not express opinions on the rationality of the value of the underlying shares, assessment standards and other issues involved in this incentive plan, as well as accounting, finance and other non legal professional matters. Cinda has performed the necessary duty of care when quoting relevant financial data or conclusions in this legal opinion, but such quotation shall not be deemed as any express or implied guarantee for the authenticity and accuracy of these data and conclusions.
5. Cinda agrees that this legal opinion, as one of the necessary documents of the company’s incentive plan, shall be reported or publicly disclosed together with other application materials, and shall bear corresponding legal liabilities for the legal opinion issued in accordance with the law.
6. This legal opinion is only used by China Greatwall Technology Group Co.Ltd(000066) for the purpose of implementing the list of personnel granted for the first time and adjusting the number of options in this incentive plan, and shall not be used for any other purpose.
Based on the above situation, lawyer Xinda hereby issues the following legal opinions:
1、 Approval and authorization of this incentive plan
On September 30, 2020, the company held the 46th meeting of the seventh board of directors, Deliberated and approved the incentive plan of the second stock option of China Greatwall Technology Group Co.Ltd(000066) science and Technology Group Co., Ltd. (Draft) and its summary, the administrative measures of the incentive plan of the second stock option of China Greatwall Technology Group Co.Ltd(000066) science and Technology Group Co., Ltd., the administrative measures for the implementation and evaluation of the incentive plan of the second stock option of China Greatwall Technology Group Co.Ltd(000066) and the administrative measures for the implementation and evaluation of the incentive plan of the second stock option of China Greatwall Technology Group Co.Ltd(000066) science and Technology Group Co., Ltd., and submitted to the general meeting of shareholders to authorize the board of directors to handle matters related to the incentive plan of the second stock option. Related directors abstained from voting on these proposals.
On September 30, 2020, the independent directors of the company issued independent opinions on the incentive plan (Draft), believed that the incentive plan (Draft) to be implemented by the company was conducive to the sustainable development of the company and did not significantly damage the interests of the company and all shareholders, and unanimously agreed that the company would implement the incentive plan.
On September 30, 2020, the company held the 17th meeting of the seventh board of supervisors, Deliberated and approved the second stock option incentive plan of China Greatwall Technology Group Co.Ltd(000066) Technology Group Co., Ltd. (Draft) and its summary, the measures for the administration of the second stock option incentive plan of China Greatwall Technology Group Co.Ltd(000066) Technology Group Co., Ltd., the measures for the administration of the implementation and assessment of China Greatwall Technology Group Co.Ltd(000066) second stock option incentive plan, and the opinions on the verification of the list of incentive objects of the second stock option incentive plan of the company. The board of supervisors believes that the persons listed in the list of incentive objects of China Greatwall Technology Group Co.Ltd(000066) second stock option incentive plan meet the requirements of laws, regulations and normative documents such as the company law, the securities law, the administrative measures, the trial measures, the notice of relevant issues, the notice of relevant matters, the guidelines for the implementation of equity incentive by central enterprise holding listed companies, as well as the qualifications specified in the articles of association and this incentive plan; There is no case that the stock exchange has identified it as an inappropriate candidate within the last 12 months; There is no situation in which the CSRC and its dispatched offices have identified them as inappropriate candidates in the last 12 months; There are no cases in which the CSRC and its dispatched offices have imposed administrative penalties or taken market entry prohibition measures for major violations of laws and regulations in the last 12 months; There are no circumstances under which the company law stipulates that he shall not serve as a director or senior manager of the company; There is no case that the company is not allowed to participate in the equity incentive of listed companies according to laws and regulations. It meets the conditions of incentive objects specified in the administrative measures and the scope of incentive objects specified in the incentive plan (Draft). Its subject qualification as the incentive object of the company’s incentive plan (Draft) is legal and effective.
On December 11, 2020, the company held the 53rd meeting of the 7th board of directors, deliberated and approved the second phase stock option incentive plan of China Zhejiang Grandwall Electric Science&Technology Co.Ltd(603897) Group Co., Ltd. (Revised Draft) and its summary, and agreed to submit the above-mentioned proposal to the general meeting of shareholders for deliberation. The above-mentioned proposal still needs to be reviewed and approved by China Electronic Information Industry Group Co., Ltd. Related directors abstained from voting on the above-mentioned proposal.
On December 11, 2020, the independent directors of the company expressed their independent opinions on the relevant matters of the company’s incentive plan (Revised Draft). They believed that the incentive plan (Revised Draft) to be implemented by the company was conducive to the sustainable development of the company and there was no obvious damage to the interests of the company and all shareholders. They unanimously agreed that the company should implement the incentive plan (Revised Draft).
On December 11, 2020, the company held the 20th meeting of the seventh board of supervisors, deliberated and adopted the second stock option incentive plan of China Great Wall Technology Group Co., Ltd. (Revised Draft) and its abstract, and the verification opinions on the list of incentive objects of the second stock option incentive plan of the company (after adjustment). The board of supervisors considers that it is included in the China Greatwall Technology Group Co.Ltd(000066) second phase stock option
