Guohao law firm (Shanghai)
About Konfoong Materials International Co.Ltd(300666)
Phase I stock option incentive plan
Cancellation of unexercised stock options at maturity
Legal opinion
To: Konfoong Materials International Co.Ltd(300666)
Guohao law firm (Shanghai) (hereinafter referred to as “the firm”) accepts the entrustment of Konfoong Materials International Co.Ltd(300666) (hereinafter referred to as ” Konfoong Materials International Co.Ltd(300666) ” or “the company”) to act as the special legal counsel for the first phase of the company’s stock option incentive plan (hereinafter referred to as “the incentive plan”).
In accordance with the relevant provisions of the measures for the administration of equity incentive of listed companies issued by the China Securities Regulatory Commission, and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, the lawyers of this firm are now carrying out verification on the cancellation of the incentive plan and the first granting of stock options that have not been exercised within the second exercise period (hereinafter referred to as “this cancellation”) by the company, and issue this legal opinion.
Section I Introduction
The lawyer of the firm issues legal opinions in accordance with the facts that have occurred or exist before the date of issuance of this legal opinion, the current laws and regulations of China and the relevant provisions of the China Securities Regulatory Commission, and 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 of 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 firm and its 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;
(II) the company guarantees that it has provided the lawyers of the firm with authentic, complete and effective original written materials, copies or oral testimony necessary for the issuance of this legal opinion;
(III) 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 individuals or the interview transcripts of our lawyers;
(IV) when issuing legal opinions, our lawyers have fulfilled the special duty of care of legal professionals for legal related business matters and the general duty of care of ordinary people for other business matters;
(V) our lawyer agrees to take this legal opinion as the necessary legal document for the cancellation of the company, and is willing to bear corresponding legal liabilities;
(VI) our lawyer has not authorized any unit or individual to make any explanation or explanation on this legal opinion; (VII) this legal opinion is only used by the company for the purpose of this cancellation and shall not be used for any other purpose.
Section II main body
1、 Approval and authorization of this cancellation
Verified by our lawyer:
1. On March 15, 2019, Konfoong Materials International Co.Ltd(300666) the second extraordinary general meeting of shareholders in 2019 deliberated and approved the proposal on the company’s first stock option incentive plan (Draft) and its summary, the proposal on the company’s measures for the implementation and assessment of the first stock option 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 first stock option incentive plan, Approve the company to implement this incentive plan and authorize the board of directors to handle relevant matters of this incentive plan, including authorizing the board of directors to cancel the stock options of incentive objects that have not been exercised.
2. On April 25, 2022, the 21st Meeting of Konfoong Materials International Co.Ltd(300666) the third board of directors deliberated and approved the proposal on cancellation of stock options that have not been exercised at the expiration of the first stock option incentive plan, and agreed that the company will cancel a total of 87000 stock options that have not been exercised at the expiration of the second exercise period. The independent directors of the company expressed independent opinions and agreed to the cancellation of the company.
3. On April 25, 2022, the 19th meeting of Konfoong Materials International Co.Ltd(300666) the third session of the board of supervisors deliberated and approved the above proposal on cancellation of stock options that have not been exercised at the expiration of the exercise period of the first stock option incentive plan, and agreed that the company will cancel a total of 87000 stock options that have been granted but have not been exercised; It is considered that the review procedure of this cancellation is legal and compliant, which is in line with the interests of the company and minority shareholders.
Our lawyers believe that as of the date of issuance of this legal opinion, Konfoong Materials International Co.Ltd(300666) has obtained the necessary approval and authorization for this cancellation at this stage, which is in line with the relevant provisions of this incentive plan.
2、 Details of this cancellation
According to the proposal on cancellation of stock options that have not been exercised at the expiration of the first stock option incentive plan deliberated and adopted at the 21st Meeting of Konfoong Materials International Co.Ltd(300666) the third board of directors, the company will cancel a total of 87000 stock options that have not been exercised at the expiration of the second exercise.
Verified by our lawyer:
1. According to the proposal on granting stock options to incentive objects deliberated and adopted at the 12th meeting of Konfoong Materials International Co.Ltd(300666) the second board of directors, the board of Directors considers that the granting conditions of the company’s incentive plan have been met and determines to grant stock options to incentive objects. According to the announcement on the completion of the first grant of the first stock option incentive plan disclosed by the company, the company completed the registration of the first grant of stock options on April 2, 2019.
2. According to the proposal on the achievement of exercise conditions in the second exercise period of stock options granted by the first stock option incentive plan for the first time, which was deliberated and adopted at the fifth meeting of Konfoong Materials International Co.Ltd(300666) the third board of directors, the board of Directors considers that the exercise conditions in the second exercise period of stock options granted by the incentive plan for the first time have been fulfilled, and agrees that the incentive objects meeting the exercise conditions can exercise a total of 4251000 stock options in the second exercise period.
3. According to the provisions of the “vesting date” of this incentive plan, the second exercise period for the first grant of stock options starts from the first trading day 24 months after the completion of the registration of the first grant of stock options to the last trading day within 36 months after the completion of the registration of the first grant of stock options. According to the announcement on the achievement of exercise conditions in the second exercise period of stock options first granted by the first stock option incentive plan disclosed by the company, the vesting date of the above 4251000 stock options shall end on April 1, 2022.
4. According to the details of warrant exercise and settlement results issued by Shenzhen Branch of China Securities Depository and Clearing Corporation Limited and confirmed by the company, 4164000 stock options granted for the first time in this incentive plan were exercised in the second exercise period, and 87000 stock options were not exercised.
According to the provisions of the measures for the administration of equity incentive of listed companies, after each exercise period of stock option, the current stock option of the incentive object that has not been exercised shall be terminated, and the listed company shall cancel it in time.
The lawyers of the firm believe that Konfoong Materials International Co.Ltd(300666) canceling 87000 stock options that have not been exercised at the expiration of the second exercise period of the incentive object is in line with the provisions of the measures for the administration of equity incentive of listed companies.
3、 Concluding observations
In conclusion, our lawyers believe that as of the date of issuance of this legal opinion, the cancellation has obtained the necessary approval and authorization at this stage Konfoong Materials International Co.Ltd(300666) the cancellation of 87000 stock options that have not been exercised at the expiration of the second exercise period of the incentive object is in line with the provisions of the measures for the administration of equity incentive of listed companies.
(there is no text below, which is the signature page)
Section III signature page
(there is no text on this page, which is the signature page of the legal opinion of Guohao law firm (Shanghai) on the cancellation of expired outstanding stock options under the Konfoong Materials International Co.Ltd(300666) first stock option incentive plan)
This legal opinion is issued on April 25, 2022, with one original and no copy.
Guohao law firm (Shanghai)
Person in charge: Li Qiang handling lawyer: Zhao Zhenxing
Zhang Chunyan
