Shanghai BoChang law firm
about
Pnc Process Systems Co.Ltd(603690)
Adjust the first, reserved grant of phase II and the first grant of phase III
Exercise price of stock option
of
Legal opinion
Shanghai BoChang law firm
About
Pnc Process Systems Co.Ltd(603690)
Adjust the first, reserved grant of phase II and the first grant of phase III
Exercise price of stock option
of
Legal opinion
To: Pnc Process Systems Co.Ltd(603690)
Shanghai BoChang law firm (hereinafter referred to as "the firm") accepts the entrustment of Pnc Process Systems Co.Ltd(603690) (hereinafter referred to as "the company") as the special legal adviser for the implementation of the second stock option and restricted stock incentive plan and the third stock option and restricted stock 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"), 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 issued by the China Securities Regulatory Commission (hereinafter referred to as the "CSRC") and the provisions of the Pnc Process Systems Co.Ltd(603690) articles of Association (hereinafter referred to as the "articles of association"), This legal opinion is issued in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry.
The exchange issues legal opinions in accordance with the facts that have occurred or exist before the issuance date of this legal opinion, the current laws and regulations of China and the relevant provisions of the CSRC, and declares as follows: the exchange and its handling lawyers in accordance with the securities law In accordance with the provisions of 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, they have strictly performed their statutory duties, followed the principles of diligence and good faith, and conducted sufficient verification and verification to ensure that the facts identified in this legal opinion are true, accurate and complete, The concluding opinions issued are legal and accurate, without false records, misleading statements or major omissions, and shall bear corresponding legal liabilities.
In the process of investigation for the issuance of this legal opinion, the company guarantees that it has provided the original written materials and duplicate materials deemed necessary by the exchange for the issuance of this legal opinion, and ensures that the above documents are true, accurate and complete, that all signatures and seals on the documents are true, and that the copies are consistent with the original.
The exchange agrees to submit this legal opinion as a necessary legal document for the company to the CSRC and Shanghai Stock Exchange (hereinafter referred to as "Shanghai Stock Exchange") for this exercise price adjustment, together with other materials, and is willing to bear corresponding legal liabilities. This legal opinion is only for the purpose of this exercise price adjustment, and shall not be used for any other purpose without the prior written consent of the exchange.
In accordance with the requirements of the law and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, our lawyers issue the following legal opinions on the exercise price adjustment of the company.
1、 Pre approval and authorization of incentive plan
(I) approval and authorization of phase II equity incentive plan
1. On June 26, 2019, the company held the 23rd Meeting of the third session of the board of directors, deliberated and approved the proposal on the Pnc Process Systems Co.Ltd(603690) second phase stock option and restricted stock incentive plan (Draft) and its summary (hereinafter referred to as the incentive plan (Draft)), the proposal on the measures for the administration of the implementation of Pnc Process Systems Co.Ltd(603690) second phase stock option and restricted stock incentive plan, and other relevant proposals, It is proposed to grant 2 million stock options and 1.02 million restricted shares, including 1.6 million stock options and 820000 restricted shares for the first time, and the reserved part is 400000 stock options and 200000 restricted shares. For details, please refer to the announcement of Pnc Process Systems Co.Ltd(603690) on the summary of the second stock option and restricted stock incentive plan (Draft) (Announcement No.: 2019043) issued by the company on June 27, 2019.
2. From June 27, 2019 to July 6, 2019, the company publicized the list of incentive objects internally. After the expiration of the publicity period, the board of supervisors checked the list of incentive objects and explained the publicity. For details, see the description of Pnc Process Systems Co.Ltd(603690) board of supervisors on the review and publicity of the list of equity incentive objects in phase II issued by the company on July 6, 2019 (Announcement No. 2019048).
3. On July 12, 2019, the company held the first extraordinary general meeting of shareholders in 2019, which deliberated and approved the proposal on Pnc Process Systems Co.Ltd(603690) phase II stock option and restricted stock incentive plan (Draft) and its summary, and the measures for the implementation and assessment of Pnc Process Systems Co.Ltd(603690) phase II stock option and restricted stock incentive plan, For details, see the announcement on the resolution of the first extraordinary general meeting of shareholders in Pnc Process Systems Co.Ltd(603690) 2019 (Announcement No.: 2019056) published by the company on July 13, 2019
4. On August 30, 2019, the company held the 25th meeting of the third board of directors, deliberated and approved the proposal on adjusting the matters related to the second phase of the company's equity incentive plan and the proposal on granting the second phase of equity incentive stock options and restricted stocks to the incentive objects for the first time, and the number of incentive objects and granting rights and interests
The number of equity awards will be adjusted for the first time on August 30, 2019. The board of supervisors and independent directors of the company agreed. For details, please refer to the announcement of Pnc Process Systems Co.Ltd(603690) on matters related to the adjustment of phase II equity incentive plan (Announcement No.: 2019064) and the announcement of Pnc Process Systems Co.Ltd(603690) on the first grant of phase II equity incentive stock options and restricted shares (Announcement No.: 2019065) issued by the company on August 31, 2019.
5. On September 26, 2019, the registration of stock options and restricted stocks involved in the first grant of the second phase of the company's stock option and restricted stock incentive plan was completed in Shanghai Branch of China Securities Depository and Clearing Co., Ltd.
6. On June 19, 2020, the company held the 33rd meeting of the third board of directors, deliberated and passed the proposal on granting reserved rights and interests for the second phase of equity incentive to incentive objects, granting 200000 restricted shares at a grant price of 16.58 yuan / share (after the implementation of profit distribution in 2019, the grant price of restricted shares was adjusted to 16.494 yuan / share); 400000 stock options were granted, and the exercise price was 33.16 yuan / share (after the implementation of profit distribution in 2019, the exercise price of stock options was adjusted to 33.074 yuan / share). The above shares were registered in Shanghai Branch of China Securities Depository and Clearing Corporation Limited on July 23, 2020.
7. On July 13, 2020, the company held the 34th meeting of the third board of directors and the 26th meeting of the third board of supervisors respectively, deliberated and adopted the proposal on the achievement of the unlocking conditions of restricted shares related to the first and second phase of equity incentive. The company believes that the unlocking conditions of restricted shares in the first unlocking period of the second phase of equity incentive have been achieved, It is agreed to unlock 245250 restricted shares of 51 incentive objects in the second phase of equity incentive. The independent directors of the company expressed independent opinions, and the board of supervisors expressed explicit consent. The above shares were unlocked and listed on September 28, 2020.
8. On April 29, 2021, the company held the third meeting of the Fourth Board of directors, deliberated and approved the proposal on adjusting the exercise price of stock options first granted in the second phase, the proposal on the achievement of exercise conditions in the first exercise period of stock options first granted in the second phase of equity incentive, etc. As the company has implemented the profit distribution in 2019, the distribution plan is to distribute cash dividend of RMB 0.0856 per share (including tax), so the exercise price of stock options granted for the first time in the second phase of equity incentive plan is adjusted from RMB 18.51/share to RMB 184244/share, and the exercise conditions in the first exercise period are met. 18 incentive objects completed the exercise from June 17, 2021 to June 21, 2021, with a total of 402000 shares.
9. On July 19, 2021, the company held the fifth meeting of the Fourth Board of directors and the fourth supervisory meeting respectively
At the fourth meeting of the board of directors, the proposal on the achievement of the first unlocking conditions of restricted shares reserved and granted for the second phase of equity incentive was reviewed and approved. The company believes that the unlocking conditions of restricted shares in the first unlocking period of the second phase of equity incentive have been achieved, and agrees to unlock 100000 restricted shares of 6 incentive objects. The restricted shares were listed and circulated on July 23, 2021.
10. On August 30, 2021, the company held the 7th Meeting of the 4th board of directors and the 6th meeting of the 4th board of supervisors respectively, deliberated and adopted the proposal on the achievement of the second unlocking conditions of restricted shares granted for the first time in the second phase of equity incentive. The unlocking conditions of restricted shares granted for the first time in the second unlocking period in the second phase of equity incentive have been achieved, A total of 24525 restricted shares of 51 incentive objects were unlocked and listed on September 27, 2021.
(II) approval and authorization of the third phase equity incentive plan
1. On October 30, 2020, the company held the 40th meeting of the third board of directors and the 31st meeting of the third board of supervisors respectively, deliberated and adopted the proposal on Pnc Process Systems Co.Ltd(603690) third stock option and restricted stock incentive plan (Draft) and its summary, and the proposal on Pnc Process Systems Co.Ltd(603690) third stock option and restricted stock incentive plan implementation assessment management measures The independent directors of the company expressed independent opinions on the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company's third stock option and restricted stock incentive plan. 2. On November 13, 2020, the company publicized the list of incentive objects from November 13, 2020 to November 25, 2020. During the publicity period, the company has not received any objection to the incentive object of the company. The board of supervisors checked the list of incentive objects and issued the statement of the board of supervisors on the review and publicity of the list of equity incentive objects in the third phase of the company on November 25, 2020. 3. The company held the third extraordinary general meeting of shareholders in 2020 on December 1, 2020, and approved the proposal on Pnc Process Systems Co.Ltd(603690) third stock option and restricted stock incentive plan (Draft) and its summary, and the proposal on Pnc Process Systems Co.Ltd(603690) third stock option and restricted stock incentive plan implementation assessment management measures The proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the third stock option and restricted stock incentive plan of the company, and announced the self-examination report on the trading of the company's shares by insiders of the incentive plan.
4. On January 13, 2021, the company held the 42nd meeting of the third board of directors and the 32nd meeting of the third board of supervisors respectively, deliberated and adopted the proposal on adjusting the matters related to the third phase of equity incentive plan of the company and the proposal on granting the third phase of equity incentive stock option and restricted stock to the incentive object for the first time, The board of supervisors of the company checked and expressed opinions on the adjustment of the equity incentive plan of the company. The independent directors of the company expressed independent opinions on this, and the board of supervisors of the company verified the adjusted list of incentive objects again. Shanghai BoChang law firm issued a legal opinion on the adjustment and grant. The company has completed the grant registration of 430000 restricted shares and 4.662 million stock options in China Securities Depository and Clearing Co., Ltd. Shanghai Branch on January 26, 2021.
5. On October 8, 2021, the company held the 8th meeting of the 4th board of directors and the 7th Meeting of the 4th board of supervisors respectively, deliberated and adopted the proposal on granting the reserved rights and interests for the third phase of equity incentive to incentive objects, and determined October 8, 2021 as the grant date, and the exercise price of stock options was 48.83 yuan / share. The independent directors and the board of supervisors of the company expressed their consent on the granting of reserved rights and interests to incentive objects this time. The company has completed the grant registration of 900000 stock options in China Securities Depository and Clearing Co., Ltd. Shanghai Branch on October 15, 2021.
(III) approval and authorization of this exercise price adjustment
On April 28, 2022, the company held the 18th meeting of the 4th board of directors, deliberated and passed the proposal on adjusting the exercise price of stock options for the first, reserved grant and first grant of phase II and phase III. due to the company's implementation of profit distribution in 2020, the dividend per share was 016363 yuan (including tax), Therefore, the exercise price of stock options granted for the first time in the second phase of the equity incentive plan is adjusted from 184244 yuan / share to 1826077 yuan / share, the exercise price of stock options reserved for grant in the second phase of the equity incentive plan is adjusted from 33.074 yuan / share to 3291037 yuan / share, and the third phase of the equity incentive plan is calculated
