Beijing Anjie (Shanghai) law firm
about
Nuode Investment Co.Ltd(600110) 2021 stock option incentive plan issues related to the exercise of the first phase of stock options
of
Legal opinion
April, 2002
About Nuode Investment Co.Ltd(600110)
Matters related to the exercise of stock options in the first phase of the 2021 stock option incentive plan
Legal opinion
To: Nuode Investment Co.Ltd(600110)
Entrusted by Nuode Investment Co.Ltd(600110) (hereinafter referred to as "the company" or " Nuode Investment Co.Ltd(600110) "), Beijing Anjie (Shanghai) law firm (hereinafter referred to as "the firm") is responsible for This legal opinion is issued in the normative documents and the first phase of stock option exercise (hereinafter referred to as "this exercise") of Nuode Investment Co.Ltd(600110) 2021 stock option incentive plan (hereinafter referred to as "incentive plan" or "this incentive plan").
For this legal opinion, our lawyer declares as follows:
(I) in accordance with the securities law of the people's Republic of China, the measures for the administration of securities legal business by law firms and the rules for the practice of securities legal business by law firms (for Trial Implementation), as well as the facts that have occurred or exist before the date of issuance of this legal opinion, our lawyers have strictly performed their statutory duties, followed the principles of diligence and good faith, and conducted full verification and verification, Ensure that the facts identified in this legal opinion are true, accurate and complete, that the concluding opinions issued are legal and accurate, and that there are no false records, misleading statements or major omissions, and bear corresponding legal liabilities.
(II) we have obtained Nuode Investment Co.Ltd(600110) the following guarantees: Nuode Investment Co.Ltd(600110) has provided our lawyers with all the documents necessary to issue this legal opinion. All documents are true, complete, legal and effective. All copies or copies of documents are consistent with the original or the original, and the signatures and seals on all documents are true; And all facts and documents sufficient to affect the legal judgment made by our lawyers have been disclosed without any concealment, misleading or omission.
(III) the exchange only expresses opinions on the legal matters related to the company's exercise of power this time, but does not express opinions on the professional matters such as accounting and audit involved in the company's exercise of power this time. The exchange and the handling lawyer do not have the legal qualification to check and judge these professional matters. The statements and data related to such professional matters or the references to the contents of professional reports such as accounting reports and audit reports in this legal opinion by the firm and the handling lawyer do not mean that the firm and the handling lawyer make any express or implied guarantee for the authenticity and effectiveness of these references.
This legal opinion is only for the purpose of this exercise and shall not be used for any other purpose.
Our lawyer agrees to take this legal opinion as the necessary legal document for Nuode Investment Co.Ltd(600110) this exercise, announce and disclose it together with other materials, and bear the responsibility for the legal opinion issued in accordance with the law.
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 issue the following legal opinions:
1、 Approval and authorization of this exercise
After verification by our lawyers, as of the date of issuance of this legal opinion, the approvals and authorizations obtained for this exercise are as follows:
1. On February 1, 2021, the 35th meeting of the ninth board of directors of the company deliberated and approved the proposal on the company's 2021 stock option incentive plan (Draft) and its summary, the proposal on the measures for the implementation and assessment of the company's 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 the same day, the independent directors of the company gave their independent opinions on the implementation of the incentive plan.
2. On February 1, 2021, the 14th meeting of the ninth board of supervisors of the company deliberated and approved the proposal on the company's stock option incentive plan in 2021 (Draft) and its summary, the proposal on the measures for the implementation and assessment of the company's stock option incentive plan in 2021, and the proposal on the list of incentive objects first granted by the company's stock option incentive plan in 2021.
3. From February 3, 2021 to February 17, 2021, the company publicized the names and positions of some incentive objects granted by the incentive plan for the first time within the company. During the publicity period, the board of supervisors of the company did not receive any objection related to the proposed incentive objects of the incentive plan. On February 18, 2021, the board of supervisors of the company checked the list of incentive objects granted for the first time in the incentive plan and explained the publicity. It believed that the subject qualification of incentive objects granted for the first time in the incentive plan was legal and effective.
4. On February 24, 2021, the second extraordinary general meeting of shareholders of the company in 2021 deliberated and approved the proposal on the company's stock option incentive plan in 2021 (Draft) and its summary, the proposal on the measures for the implementation and assessment of the company's stock option incentive plan in 2021, 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 February 24, 2021, the 36th meeting of the ninth board of directors and the 15th meeting of the ninth board of supervisors respectively deliberated and adopted the proposal on granting stock options to incentive objects for the first time, and determined February 24, 2021 as the date of granting some stock options for the first time in this incentive plan. On the same day, the independent directors of the company expressed their independent opinions on relevant matters. The registration completion date of the first grant of some stock options under this incentive plan is April 15, 2021.
6. On February 14, 2022, the 49th meeting of the ninth board of directors and the 22nd Meeting of the ninth board of supervisors respectively deliberated and adopted the proposal on canceling some granted but not exercised stock options and the proposal on granting reserved stock options to incentive objects in 2021 stock option incentive plan. On the same day, the independent directors of the company expressed their independent opinions on relevant matters.
7. On April 15, 2022, the 52nd meeting of the ninth board of directors and the 25th meeting of the ninth board of supervisors respectively deliberated and adopted the proposal on the achievement of exercise conditions in the first exercise period of the company's stock option incentive plan in 2021 and other proposals. On the same day, the independent directors of the company expressed their independent opinions on relevant matters.
Therefore, our lawyers believe that as of the date of issuance of this legal opinion, according to the authorization of the board of directors by the second extraordinary general meeting of shareholders in 2021, the board of directors of the company has the right to handle matters related to this exercise in accordance with the relevant provisions of the incentive plan; The company has obtained the necessary approval and authorization at this stage and complies with the relevant provisions of the management measures and other laws, regulations, normative documents and the incentive plan.
The relevant procedures of this exercise need to be handled in relevant departments.
2、 Current exercise
(I) the waiting period has expired
According to the relevant provisions of the incentive plan, the first exercise period of stock options granted for the first time is "from the first trading day 12 months after the completion of the registration of the first grant of stock options to the last trading day within 24 months after the completion of the registration of the first grant of stock options", and the proportion of exercisable rights is 40%.
As mentioned above, the first grant date of stock options in this incentive plan is February 24, 2021, and the registration completion date is April 15, 2021. The first waiting period of stock options granted for the first time has expired.
(II) the conditions for this exercise have been fulfilled
According to the relevant provisions of the incentive plan, during the exercise period, the stock options granted to the incentive object can be exercised only when the following conditions are met:
1. The company is not under any of the following circumstances:
(1) The financial and 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 a certified public accountant;
(3) Failure to distribute profits in accordance with laws and regulations, articles of association and public commitments within the last 36 months after listing;
(4) Equity incentive is not allowed according to laws and regulations;
(5) Other circumstances recognized by the China Securities Regulatory Commission (hereinafter referred to as the "CSRC"). According to the relevant documents provided by the company and verified by our lawyers, the company does not meet the conditions for this exercise.
2. The incentive object does not have any of the following situations:
(1) Shareholders or actual controllers who individually or jointly hold more than 5% of the company's shares and their spouses, parents and children;
(2) Being identified as an inappropriate candidate by the stock exchange within the last 12 months;
(3) In the last 12 months, it has been identified as an inappropriate candidate by the CSRC and its dispatched offices;
(4) Being administratively punished by the CSRC and its dispatched offices or taking market entry prohibition measures for major violations of laws and regulations in the last 12 months;
(5) Those who are not allowed to serve as directors or senior managers of the company as stipulated in the company law;
(6) Those who are not allowed to participate in the equity incentive of listed companies according to laws and regulations;
(7) Other circumstances recognized by the CSRC.
According to the relevant documents provided by the company and verified by our lawyers, the incentive objects of this exercise do not have the above circumstances, and there are no other circumstances that may not become incentive objects, which meet the conditions of this exercise.
3. Performance assessment requirements at the company level
According to the relevant provisions of the incentive plan, the performance assessment requirements at the level of the exercising company are as follows: the net profit of the copper foil business subsidiary in 2021 will reach 302.96 million yuan. The net profit referred to in this incentive plan refers to the net profit of the company's audited copper foil business segment in each performance evaluation period, that is, the net profit of Qinghai electronics, the main business subsidiary, which shall be subject to the special audit report issued by the audit institution of the company's annual report.
According to the relevant documents provided by the company, the net profit of the subsidiary of the company's copper foil business in 2021 was 402993600 yuan. Therefore, the performance evaluation at the company level meets the conditions for this exercise.
4. Performance appraisal requirements at the individual level of incentive objects
According to the relevant provisions of the incentive plan, the individual level performance appraisal of the incentive object shall be organized and implemented in accordance with the current relevant provisions of the company, and the number of shares actually exercised shall be determined according to the appraisal results of the incentive object. The performance appraisal results of the incentive object are divided into four grades: A, B, C and D. at that time, the actual number of shares of the incentive object exercised shall be determined according to the exercise proportion of the corresponding individual level in the following assessment and rating table:
Assessment rating a B C D
Exercise proportion at individual level: 100% 100% 0%
The actual exercise amount of the incentive object in the current year = the exercise proportion at the individual level × Individual planned exercise limit of the current year
On the premise that the annual performance appraisal at the company level is reached, if the individual performance appraisal result of the incentive object in the previous year is a, B or C, all the stock options of the incentive object in the current year can be exercised; If the individual performance appraisal result of the incentive object in the previous year is D, all the stock options of the incentive object that can be exercised in that year shall not be exercised, and the stock options of the incentive object that cannot be exercised shall be cancelled by the company.
According to the relevant documents provided by the company, among the objects of this exercise, the individual performance appraisal results of 38 incentive objects are a, 64 incentive objects are B and 26 incentive objects are C, all of which meet the conditions of exercise according to 100% coefficient.
(III) incentive object, price and quantity of this exercise
According to the relevant documents provided by the company, the incentive object of this exercise is 128 people, the exercise price is 7.55 yuan / share, and the number of stock options exercised is 111045 million. The details are as follows:
Shares granted account for shares granted account for this incentive plan
Sequence name job ticket options number of options total announcement date share capital
Proportion of quantity number to total amount
(10000 copies)
1 Chen Yubi, executive deputy general manager 62.24 2.13% 0.04%
2 Zhou Qilun, deputy general manager 59.54 2.03% 0.04%
3 Wang handuo, deputy general manager and Secretary of the board of directors 28.86 0.99% 0.02%
book
4 Wang Liwen CFO 43.30 1.48% 0.03%
5. Director Sun Zhifang 28.86 0.99% 0.02%
6 director Li Pengcheng 28.86 0.99% 0.02%
Middle managers and technical and business backbones (122 persons) 858.78 29.35% 0.61%
