Beijing Jinchengtongda (Shenzhen) law firm
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Shenzhen Zhaowei Machinery&Electronic Co.Ltd(003021) adjustment of performance evaluation indicators of some companies involved in the incentive plan of restricted shares and stock options in 2021
Legal opinion
Jin Shen FA Yi Zi [2022] No. 003
5 / F, investment bank building, No. 115, Fuhua 1st Road, Futian District, Shenzhen 510008
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Beijing Jinchengtongda (Shenzhen) law firm
About Shenzhen Zhaowei Machinery&Electronic Co.Ltd(003021)
Restricted stock and stock option incentive plan in 2021
Legal opinions on adjusting performance assessment indicators of some companies
Jin Shen FA Yi Zi [2022] No. 003 to: Shenzhen Zhaowei Machinery&Electronic Co.Ltd(003021)
Beijing Jinchengtongda (Shenzhen) law firm (hereinafter referred to as “the firm” or “we”) accepts the entrustment of Shenzhen Zhaowei Machinery&Electronic Co.Ltd(003021) (hereinafter referred to as ” Shenzhen Zhaowei Machinery&Electronic Co.Ltd(003021) ” or “the company”) as the special legal adviser for its 2021 restricted stock and stock option incentive plan (hereinafter referred to as “the incentive plan”), In accordance with the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), the company law of the people’s Republic of China (hereinafter referred to as the “company 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 (hereinafter referred to as the “CSRC”) Shenzhen Stock Exchange Stock Listing Rules (revised in 2020) (hereinafter referred to as “Listing Rules”), Shenzhen Stock Exchange listed company business handling guide No. 9 – equity incentive (hereinafter referred to as “business handling guide”) and other laws and administrative regulations Departmental rules and normative documents and relevant provisions of the Shenzhen Zhaowei Machinery&Electronic Co.Ltd(003021) articles of Association (hereinafter referred to as the “articles of association”), in accordance with the business standards, ethics and diligence recognized by the lawyer industry, Issued the legal opinion of Beijing Jinchengtongda (Shenzhen) law firm on Shenzhen Zhaowei Machinery&Electronic Co.Ltd(003021) 2021 restricted stock and stock option incentive plan (Draft), the legal opinion of Beijing Jinchengtongda (Shenzhen) law firm on matters related to the first grant of Shenzhen Zhaowei Machinery&Electronic Co.Ltd(003021) 2021 restricted stock and stock option incentive plan, and Beijing Jinchengtongda (Shenzhen) Legal opinion of law firm on the adjustment of restricted stock and stock option incentive plan in Shenzhen Zhaowei Machinery&Electronic Co.Ltd(003021) 2021 and legal opinion of Beijing Jinchengtongda (Shenzhen) law firm on the adjustment of reserved quantity of restricted stock, stock option quantity and exercise price in Shenzhen Zhaowei Machinery&Electronic Co.Ltd(003021) 2021 restricted stock and stock option incentive plan. This legal opinion is hereby issued to verify the matters related to the adjustment of the 2021 restricted stock and stock option incentive plan and the company level performance assessment requirements in 2022 and 2023.
In order to issue this legal opinion, our lawyers have reviewed the Shenzhen Zhaowei Machinery&Electronic Co.Ltd(003021) 2021 restricted stock and stock option incentive plan (Draft) (hereinafter referred to as “incentive plan (Draft)”) and its summary The Shenzhen Zhaowei Machinery&Electronic Co.Ltd(003021) 2021 restricted stock and stock option incentive plan (Revised Draft) (hereinafter referred to as the “incentive plan (Revised Draft)”) and its abstract, the measures for the administration of the implementation of Shenzhen Zhaowei Machinery&Electronic Co.Ltd(003021) 2021 restricted stock incentive plan (hereinafter referred to as the “assessment measures”) Measures for the administration of assessment of the implementation of stock option and restricted stock incentive plan in Shenzhen Zhaowei Machinery&Electronic Co.Ltd(003021) 2021 (Revised) (hereinafter referred to as “assessment measures (Revised)”), relevant documents of the board of directors, opinions of independent directors, documents of the board of supervisors, documents of the general meeting of shareholders, written confirmation documents of the company and other documents deemed necessary to be reviewed by lawyers of the exchange, And checked and verified the relevant facts and materials by querying the public information of government departments.
In order to issue this legal opinion, our lawyers have checked and verified the documents and facts related to this incentive plan in accordance with the provisions of relevant laws, administrative regulations, normative documents and the requirements of our business rules and in the principle of prudence and importance.
For this legal opinion, our lawyer hereby makes the following statement:
1. In the course of work, our lawyers have been assured by the company that the company has provided our lawyers with the original written materials, duplicate materials and oral testimony that our lawyers believe are necessary for the preparation of legal opinions, and the documents and materials provided are true, complete and effective, without concealment, falsehood and major omissions.
2. The lawyers of the firm shall express their legal opinions in accordance with the facts that have occurred or existed before the date of issuance of this legal opinion, the current national laws, administrative regulations, normative documents such as the company law, the securities law and the relevant provisions of the CSRC.
3. For the fact that this legal opinion is very important and cannot be supported by independent evidence, our lawyers rely on the supporting documents issued by relevant government departments, companies or other relevant units and the publicly available information of the competent authorities as the basis for making this legal opinion.
4. 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 and followed the principles of diligence and good faith, It has conducted sufficient verification and verification to 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 shall bear corresponding legal liabilities.
5. This legal opinion only expresses legal opinions on legal issues in China related to this incentive plan. The firm and its lawyers are not qualified to express professional opinions on professional matters such as accounting, auditing and overseas legal matters. When accounting and audit matters are involved in this legal opinion, they are quoted in strict accordance with the professional documents issued by relevant intermediaries and the instructions of the company.
6. Our lawyers agree to take this legal opinion as the necessary legal document for the adjustment of the company level performance assessment requirements of the restricted stock and stock option incentive plan in 2021 (hereinafter or “this adjustment”).
7. This legal opinion is only for the purpose of adjusting the company level performance assessment requirements of the 2021 restricted stock and stock option incentive plan, and shall not be used for any other purpose.
The lawyers of the firm issued the following legal opinions in accordance with the company law, securities law, administrative measures, business handling guide and other laws, regulations and normative documents, as well as the articles of association, incentive plan (Draft) and incentive plan (Revised Draft): I. Basic information of the incentive plan
(I) on January 30, 2021, the remuneration and assessment committee of the first board of directors of the company formulated, deliberated and adopted the incentive plan (Draft) and assessment measures.
(II) on January 30, 2021, the company held the 23rd Meeting of the first board of directors, The proposal on the company’s 2021 restricted stock and stock option incentive plan (Draft) and its summary, the proposal on the company’s assessment and management measures for the implementation of the 2021 restricted stock and stock option incentive plan, the proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive and other relevant proposals related to this incentive plan were reviewed and adopted, And the related directors have avoided voting. The independent directors of the company issued the independent opinions of Shenzhen Zhaowei Machinery&Electronic Co.Ltd(003021) independent directors on matters related to the 23rd Meeting of the first board of directors, unanimously agreed that the company would implement the incentive plan, and agreed to submit the matter to the general meeting of shareholders of the company for deliberation.
(III) on January 30, 2021, the company held the 15th meeting of the first board of supervisors, The proposal on the company’s 2021 restricted stock and 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 2021 restricted stock and stock option incentive plan, and the proposal on verifying the list of incentive objects first granted by the company’s 2021 fixed-term stock and stock option incentive plan were reviewed and adopted.
(IV) on February 19, 2021, the board of supervisors issued the announcement and verification report on the list of incentive objects first granted by the company’s restricted stock and stock option incentive plan in 2021, and considered that the incentive objects of this incentive plan met the conditions specified in relevant laws, regulations and normative documents, If it meets the scope and conditions of incentive objects specified in the incentive plan, it is legal and effective as the incentive object of the incentive plan.
(V) on February 25, 2021, the company held the second extraordinary general meeting of shareholders in 2021, The proposal on the company’s 2021 restricted stock and stock option incentive plan (Draft) and its summary, the proposal on the management measures for the implementation and assessment of the company’s 2021 restricted stock and stock option incentive plan, and the proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive were reviewed and adopted, The general meeting of shareholders of the company authorizes the board of directors to determine the grant date of the incentive plan, grant restricted shares and stock options to incentive objects when they meet the conditions, and handle relevant matters necessary for the grant of restricted shares and stock options.
(VI) on February 25, 2021, the company held the first meeting of the second board of directors, deliberated and adopted the proposal on granting restricted shares and stock options to the incentive objects of the company’s restricted shares and stock options incentive plan in 2021 for the first time. The board of Directors considers that the grant conditions specified in the incentive plan have been met, agrees to take February 25, 2021 as the grant date, and agrees to grant 506700 restricted shares and 2026800 stock options to 144 incentive objects who meet the grant conditions for the first time. On February 25, 2021, the independent directors of the company expressed clear and affirmative independent opinions on the grant.
(VII) on February 25, 2021, the company held the first meeting of the second board of supervisors, deliberated and adopted the proposal on granting restricted stocks and stock options to the incentive objects of the company’s restricted stock and stock option incentive plan in 2021 for the first time. On the same day, the board of supervisors issued the verification opinions on the list of incentive objects first granted by the company’s restricted stock and stock option incentive plan in 2021 (grant date). The board of supervisors considered that the grant conditions specified in the incentive plan had been met, and the subject qualification of incentive objects was legal and effective,
Agree that the grant date of this incentive plan is February 25, 2021, and agree to grant 506700 restricted shares and 2026800 stock options to 144 incentive objects who meet the grant conditions for the first time.
A total of 120000 incentive shares and restricted shares granted by the second board of directors on December 2021 were approved due to the consideration of the incentive plan and restricted shares granted by the Fourth Board of directors on December 2021, The number of incentive objects of the incentive plan was adjusted from 144 to 135, the number of restricted shares granted was adjusted from 506700 to 476700, and the number of stock options granted was adjusted from 2026800 to 1906800.
(IX) on April 12, 2021, the company held the fourth meeting of the second board of supervisors, deliberated and adopted the proposal on adjusting the incentive plan of restricted shares and stock options in 2021. On the same day, the board of supervisors issued the verification opinions on adjusting the company’s incentive plan for restricted shares and stock options in 2021. The board of supervisors considered that the number of incentive objects in this incentive plan was adjusted from 144 to 135 because 9 incentive objects gave up subscribing for 30000 shares and 120000 stock options granted for personal reasons, The number of restricted shares granted was adjusted from 506700 to 476700, and the number of stock options granted was adjusted from 2026800 to 1906800.
(x) on May 20, 2021, the company held the sixth meeting of the second board of directors, deliberated and adopted the proposal on adjusting the reserved number of restricted shares, the number of stock options and the exercise price of the company’s equity incentive plan in 2021. According to the company’s incentive plan (Draft), if the company has matters such as conversion of capital reserve to share capital, distribution of stock dividends, stock splitting, allotment, stock reduction, etc. from the date of announcement of the draft incentive plan to the completion of restricted stock registration by the incentive object, the number of restricted shares shall be adjusted accordingly; If the company has matters such as conversion of capital reserve to share capital, distribution of stock dividends, stock splitting, share allotment and share reduction before the incentive object exercises, the number and exercise price of stock options shall be adjusted accordingly. The board of directors agreed that from May 17, 2021, the number of restricted shares reserved in the company’s restricted stock and stock option incentive plan in 2021 will be adjusted from 93300 shares to 14928 shares; The number of stock options was adjusted from 1906800 to 305088, and the exercise price was adjusted from 71.25 yuan / share to 43.91 yuan / share. The independent directors expressed independent opinions on the adjustment of the reserved number of restricted shares, the number and price of stock options caused by the annual equity distribution in 2020.
（11） On May 20, 2021, the company held the sixth meeting of the second board of supervisors, deliberated and adopted the regulation on adjusting the reserved number of restricted shares, the number of stock options and exercise of the company’s 2021 equity incentive plan
