Guohao law firm (Hangzhou)
about
In 2019, the stock option and restricted stock incentive plan granted stock options for the first time, the achievement of the exercise conditions in the third exercise period, and the achievement of the release conditions in the third release period of restricted stock for the first time
Legal opinion
Address: Guohao lawyer building, No. 2 and No. 15, Baita Park, laofuxing Road, Shangcheng District, Hangzhou zip code: 310008
Grandall building, No.2 & No.15, block B, Baita Park, old Fuxing Road, Hangzhou, Zhejiang 310008, China Tel: (+ 86) (571) 85775888 fax / Fax: (+ 86) (571) 85775643
Email / mail: [email protected].
Website / we bsite: http://www.grandall.com.cn.
April, 2002
Guohao law firm (Hangzhou)
About Unittec Co.Ltd(000925)
2019 stock option and restricted stock incentive plan
Legal opinions on the achievement of the exercise conditions in the third exercise period of the first grant of stock options and the achievement of the lifting conditions in the third release period of the first grant of restricted shares
Guohao law firm (Hangzhou) (hereinafter referred to as “the firm”) has accepted the entrustment of Unittec Co.Ltd(000925) (hereinafter referred to as ” Unittec Co.Ltd(000925) ” or “the company”) to act as the special legal adviser for matters related to the company’s 2019 stock option and restricted stock incentive plan (hereinafter referred to as “the incentive plan”), 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”), the measures for the administration of equity incentive of listed companies (hereinafter referred to as the “administrative measures”) and other laws, regulations and normative documents, as well as the provisions of the Unittec Co.Ltd(000925) articles of Association (hereinafter referred to as the “articles of association”) and the Unittec Co.Ltd(000925) 2019 stock option and restricted stock incentive plan (hereinafter referred to as the “equity incentive plan”), In accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, this legal opinion has been issued after verifying and verifying the achievements of the exercise conditions in the third exercise period of stock options granted for the first time and the achievements of the release conditions in the third release period of restricted shares granted for the first time.
Part I Introduction
1、 Introduction to lawyers and law firms
Guohao law firm (Hangzhou), one of the members of Guohao law firm, is a partnership law firm approved by Zhejiang Provincial Department of justice in 2001. It holds the practice license of law firm (Unified Social Credit Code: 31330 Tpv Technology Co.Ltd(000727) 193384w) issued by Zhejiang Provincial Department of justice. Its domicile is building 2 and 15, Baita Park, laofuxing Road, Hangzhou, Zhejiang Province. Its main business scope includes: securities, corporate investment Legal services such as mergers and acquisitions, infrastructure construction, litigation and arbitration.
The signing lawyers of this legal opinion are lawyer Xu Weimin and lawyer Gao Jiali. Both lawyers have no records of violations of laws and regulations since their practice.
The contact information of the firm and the signing lawyer is as follows:
Tel: 057185775888 Fax: 057185775643
Address: Building 2 and 15, Baita Park, laofuxing Road, Hangzhou, Zhejiang
Postal Code: 310008
2、 Statement of our lawyer
In accordance with the provisions of the securities law, the measures for the administration of securities legal business conducted by law firms and 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 office and its handling lawyers have strictly performed their statutory duties, followed the principles of diligence, good faith and full 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.
Our lawyers agree to disclose this legal opinion together with other application materials as a necessary legal document for the achievement of the exercise conditions in the third exercise period of the company’s first grant of stock options and the achievement of the release conditions in the third release period of the company’s first grant of restricted shares, and are willing to bear corresponding legal liabilities. The company has assured the firm and its lawyers that it has provided authentic, complete and effective original written materials, copies or oral testimony necessary for the issuance of this legal opinion.
When issuing legal opinions, our lawyers have fulfilled the special duty of care of legal professionals for business matters related to the law and the general duty of care of ordinary people for other business matters. There are no false records, misleading statements or major omissions in the documents produced and issued.
The lawyers of the firm shall take the documents directly obtained from state organs, organizations with the function of managing public affairs, accounting firms, asset evaluation agencies, credit rating agencies, notaries and other public institutions as the basis for issuing legal opinions on the legal related business matters after performing the special duty of care of legal professionals, and other business matters after performing the general duty of care of ordinary people; Documents not directly obtained from public institutions shall be used as the basis for issuing legal opinions after verification and verification.
Our lawyer has not authorized any unit or individual to make any explanation or explanation on the contents of this legal opinion. This legal opinion is only for the purpose of fulfilling the exercise conditions in the third exercise period of the company’s first grant of stock options and the fulfillment of the lifting conditions in the third release period of the first grant of restricted shares, and shall not be used for any other purpose.
The second part is the main body
1、 Approval and authorization of the fulfillment of exercise conditions in the third exercise period of stock options granted for the first time and the fulfillment of the conditions for the lifting of restrictions in the third release period of restricted shares granted for the first time
On April 15, 2019, the company held the sixth meeting of the seventh board of directors, deliberated and approved the 2019 stock option and restricted stock incentive plan (Draft) and its abstract, the measures for the administration of the implementation and assessment of the 2019 stock option and restricted stock incentive plan, and the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s 2019 stock option and restricted stock incentive plan.
On the same day, the independent directors of the company expressed independent opinions on the incentive plan and agreed to implement the incentive plan.
On April 15, 2019, the company held the fifth meeting of the seventh board of supervisors, deliberated and approved the 2019 stock option and restricted stock incentive plan (Draft) and its abstract, the administrative measures for the implementation and assessment of 2019 stock option and restricted stock incentive plan, and the list of incentive objects of 2019 stock option and restricted stock incentive plan.
On April 29, 2019, the board of supervisors of the company issued the statement of publicity and review opinions on the list of incentive objects of 2019 stock option and restricted stock incentive plan, and considered that the incentive objects listed in the incentive plan met the conditions specified in relevant laws, regulations and normative documents, and they were legal and effective as the incentive objects of this equity incentive plan.
On May 7, 2019, the company held the 2018 annual general meeting of shareholders, which reviewed and approved the 2019 stock option and restricted stock incentive plan (Draft) and its abstract, the measures for the implementation and assessment of 2019 stock option and restricted stock incentive plan, the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s 2019 stock option and restricted stock incentive plan, and other proposals.
On May 27, 2019, the company held the 8th meeting of the 7th board of directors, deliberated and approved the proposal on granting stock options and restricted stocks to incentive objects, considered that the granting conditions of the stock options and restricted stocks incentive plan had been met, determined the granting date as May 27, 2019, and granted 6.5 million stock options to 47 incentive objects, 10.4 million restricted shares were granted to 52 incentive objects. On the same day, the independent directors expressed unanimous independent opinions on the matter.
On May 27, 2019, the company held the seventh meeting of the seventh board of supervisors, deliberated and approved the proposal on granting stock options and restricted shares to incentive objects, verified the incentive objects and granting matters of this incentive plan, and issued verification opinions.
On April 28, 2020, the company held the 14th meeting of the 7th board of directors, which deliberated and approved the proposal on the achievement of the exercise conditions during the first exercise period of the company’s stock option and restricted stock incentive plan in 2019, the proposal on the achievement of the release conditions during the first release period of the company’s stock option and restricted stock incentive plan in 2019, and other proposals. On the same day, the independent directors expressed unanimous independent opinions on the above matters.
On April 28, 2020, the company held the 13th meeting of the seventh board of supervisors, which deliberated and approved the proposal on the achievement of the exercise conditions in the first exercise period of the company’s stock option and restricted stock incentive plan in 2019, the proposal on the achievement of the release conditions in the first release period of the company’s stock option and restricted stock incentive plan in 2019.
On May 18, 2021, the company held the first meeting of the eighth board of directors, deliberated and approved the proposal on the achievement of the exercise conditions in the second exercise period of the first grant of stock options by the company’s stock option and restricted stock incentive plan in 2019, the proposal on the achievement of the release conditions in the second release period of the first grant of restricted shares by the company’s stock option and restricted stock incentive plan in 2019, and other proposals. On the same day, the independent directors expressed unanimous independent opinions on the above matters.
On May 18, 2021, the company held the first meeting of the eighth board of supervisors, which deliberated and passed proposals such as the proposal on the achievement of exercise conditions in the second exercise period for the first granting of stock options by the company’s 2019 stock option and restricted stock incentive plan, and the proposal on the achievement of the lifting of restrictions in the second release period for the first granting of restricted shares by the company’s 2019 stock option and restricted stock incentive plan.
On April 20, 2022, the company held the 10th meeting of the 8th board of directors, deliberated and approved the proposal on the achievement of the exercise conditions in the third exercise period of the first grant of stock options by the company’s 2019 stock option and restricted stock incentive plan, the proposal on the achievement of the release conditions in the third release period of the first grant of restricted shares by the company’s 2019 stock option and restricted stock incentive plan, and other proposals. On the same day, the independent directors expressed unanimous independent opinions on the above matters.
On April 20, 2022, the company held the 7th Meeting of the 8th board of supervisors, deliberated and approved the proposal on the achievement of the exercise conditions in the third exercise period of the first grant of stock options by the company’s 2019 stock option and restricted stock incentive plan, and the proposal on the achievement of the release conditions in the third release period of the first grant of restricted shares by the company’s 2019 stock option and restricted stock incentive plan.
In conclusion, our lawyers believe that Unittec Co.Ltd(000925) this incentive plan has obtained the necessary approval and authorization at this stage for the achievement of the exercise conditions in the third exercise period of stock options granted for the first time and the achievement of the release conditions in the third release period of restricted shares granted for the first time, which is in line with the relevant provisions of the administrative measures, the articles of association and the equity incentive plan.
2、 The specific conditions for the exercise of the third exercise period of stock options granted for the first time in the incentive plan, and the achievement of the conditions for the release of restrictions in the third release period of restricted shares granted for the first time
(I) details of the achievement of exercise conditions in the third exercise period of the first grant of stock options
According to the relevant provisions of the equity incentive plan, the waiting period of stock options granted under the incentive plan is the period from the date of completion of grant registration (July 4, 2019) to the date of stock option exercise. The stock options of the stock option incentive plan are exercised three times, and the corresponding waiting periods of the granted stock options are 12 months, 24 months and 36 months respectively. The third waiting period for the first grant of stock options in the incentive plan will expire on July 3, 2022. The third exercise period is from July 4, 2022 to July 3, 2023 (including the first and last two days). The number of stock options exercisable is 30% of the number of stock options sold, totaling 1.95 million. In the third exercise period, the number of exercisable persons is 47, and the exercise price is 8.07 yuan / share. If the company has matters such as dividend distribution, conversion of capital reserve to share capital, distribution of stock dividend, stock subdivision or stock reduction during the exercise period, the exercise price will be adjusted accordingly. The exercise method is independent exercise.
The achievements of exercise conditions in the third exercise period of stock options granted for the first time in the incentive plan are as follows:
The exercise conditions of stock options meet the exercise conditions
(1) The company is not under any of the following circumstances:
