Beijing Jincheng Tongda law firm
about
Visionox Technology Inc(002387)
In 2021, the stock option and restricted stock incentive plan repurchases and cancels some restricted shares, cancels some stock options and grants of reserved rights and interests
Legal opinion
Jin Zheng FA Yi [2022] Zi 0518 No. 0546
100004, 10th floor, building a, international trade building, No. 1, Jianguomenwai street, Beijing, China
Tel: 01057068585 Fax: 01085150267
Beijing Jincheng Tongda law firm
about
Visionox Technology Inc(002387)
2021 stock option and restricted stock incentive plan
Repurchase and cancellation of some restricted shares, cancellation of some stock options and granting of reserved rights and interests
Legal opinion
Jin Zheng FA Yi [2022] Zi 0518 No. 0546 to: Visionox Technology Inc(002387)
Beijing Jinchengtongda law firm (hereinafter referred to as "the firm") is entrusted by Visionox Technology Inc(002387) (hereinafter referred to as "the company" or " Visionox Technology Inc(002387) ") to act as a special legal adviser to Visionox Technology Inc(002387) and provide legal services for the company's implementation of the 2021 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") and the measures for the administration of equity incentive of listed companies (hereinafter referred to as the "administrative measures") of the China Securities Regulatory Commission (hereinafter referred to as the "CSRC") and other relevant laws In accordance with the provisions of laws, regulations, normative documents and the Visionox Technology Inc(002387) articles of Association (hereinafter referred to as the "articles of association"), and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, this legal opinion is issued on the matters related to the repurchase and cancellation of some restricted shares, cancellation of partial stock options and grant of reserved rights and interests in this incentive plan. Our lawyer declares:
1. In accordance with the provisions of the securities law, the measures for the administration of securities legal business of law firms, the rules for the practice of securities legal business of law firms (for Trial Implementation) and the administrative measures, the firm and its handling lawyers have strictly performed their statutory duties, followed the principles of diligence and good faith, and fully verified the facts that have occurred or exist before the issuance date of this legal opinion, 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;
2. Our lawyers have examined and judged all documents, materials and relevant testimony provided by the company related to the issuance of this legal opinion, and issued a legal opinion accordingly; For the facts that are crucial to this legal opinion and cannot be supported by independent evidence, our lawyers rely on the supporting documents or oral statements issued by relevant government departments, companies or other relevant units to make judgments;
3. The company guarantees that it has provided the original, true and complete written materials, copies or oral testimony necessary for the issuance of this legal opinion, and that the documents provided are true and accurate, the copies are consistent with the original, and there are no false statements, major omissions and concealments;
4. This legal opinion only expresses opinions on legal issues related to the company's incentive plan, and does not express opinions on the rationality of the underlying stock value, assessment standards and other aspects involved in the company's incentive plan, as well as non legal professional matters such as accounting, audit and asset evaluation. If accounting, auditing and asset evaluation are involved, they are quoted in strict accordance with the reports issued by relevant intermediaries, which does not mean that the exchange has verified or made any guarantee for the authenticity and accuracy of these contents;
6. This legal opinion is only used by the company for the purpose of this incentive plan and shall not be used for any other purpose.
The lawyers of the firm express the following legal opinions on the repurchase and cancellation of some restricted shares, cancellation of some stock options and grant of reserved rights and interests in the incentive plan:
1、 Implementation of this incentive plan
(I) on May 12, 2021, the company held the 19th meeting of the 5th board of directors, The proposal on the 2021 stock option and restricted stock incentive plan of the company (Draft) and its summary, the proposal on the management measures for the implementation and assessment of the 2021 stock option and restricted stock incentive plan of the company, the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive and other proposals related to this incentive plan were reviewed and approved. The affiliated directors who are the incentive objects of this incentive plan have avoided voting when considering the above proposal.
(II) on May 12, 2021, the independent directors of the company expressed independent opinions on the matters involved in the incentive plan.
(III) on May 12, 2021, the company held the 12th meeting of the 5th board of supervisors, deliberated and adopted the proposal on the company's 2021 stock option and restricted stock incentive plan (Draft) and its summary, the proposal on the measures for the implementation and assessment of the company's 2021 stock option and restricted stock incentive plan and other proposals related to this incentive plan, And expressed opinions on the matters involved in this incentive plan. The publicity of the company's name and position is not less than 13 days in the internal publicity column of the company's incentive plan on October 13, 2021. During the publicity period, the board of supervisors of the company did not receive any objection from any organization or individual.
(V) on May 28, 2021, the company held the second meeting of the sixth board of supervisors, deliberated and approved the proposal on the examination and publicity of the list of incentive objects first granted by the company's 2021 stock option and restricted stock incentive plan, and expressed opinions on the matters involved in this incentive plan.
(VI) on August 27, 2021, the company held the sixth extraordinary general meeting of shareholders in 2021, The proposal on the 2021 stock option and restricted stock incentive plan of the company (Draft) and its summary, the proposal on the management measures for the implementation and assessment of the 2021 stock option and restricted stock incentive plan of the company, the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive and other proposals related to this incentive plan were reviewed and approved, The related shareholders related to the above proposal have avoided voting.
(VII) on September 28, 2021, the company held the 7th Meeting of the 6th board of directors, deliberated and approved the proposal on adjusting the matters related to the company's 2021 stock option and restricted stock incentive plan and the proposal on the company's first granting of stock option and restricted stock to the incentive objects of 2021 stock option and restricted stock incentive plan. The board of directors confirmed that the conditions for this grant have been met, And adjust the list of incentive objects and the number of rights and interests granted for the first time in the incentive plan: 1. The number of incentive objects granted for the first time in the incentive plan is adjusted from 528 to 494, of which the number of incentive objects granted for the first time is adjusted from 351 to 334, and the number of incentive objects granted for the first time is adjusted from 177 to 160; 2. The total number of rights and interests to be granted in this incentive plan is adjusted from 53.832 million to 521177 million, of which: the number of rights and interests granted for the first time is adjusted from 507304 million to 490161 million, and the number of reserved rights and interests granted is not adjusted; That is, the number of stock options granted for the first time was adjusted from 330044 million to 326077 million, and the number of restricted shares granted for the first time was adjusted from 17.726 million to 164084 million. Zhang Deqiang and Yan ruoyuan, the directors of the company, as the incentive objects of this incentive plan, have avoided voting when considering the above proposal. The independent directors of the company expressed independent opinions and agreed that the company would grant 32607700 stock options to 334 incentive objects and 16408400 restricted shares to 160 incentive objects.
(VIII) on September 28, 2021, the company held the sixth meeting of the sixth board of supervisors, deliberated and approved the proposal on adjusting the matters related to the company's 2021 stock option and restricted stock incentive plan and the proposal on the company's first granting of stock option and restricted stock to the incentive objects of 2021 stock option and restricted stock incentive plan, It has verified whether the incentive objects determined in this incentive plan for the first time meet the award conditions.
(IX) on October 19, 2021, the company disclosed the announcement on the completion of the first grant of stock options of the company's 2021 stock option and restricted stock incentive plan. The company completed the registration of the first grant of stock options of 2021 stock option and restricted stock incentive plan on October 18, 2021. The number of stock options actually granted and registered for the first time was 32293900, and the incentive objects were 331, The exercise price is 9.49 yuan / share, the abbreviation of the option is Weixin jlc2, and the option code is 037178.
(x) on November 16, 2021, the company disclosed the announcement on the completion of the first grant of restricted shares of the company's 2021 stock option and restricted stock incentive plan. The company completed the registration of the first grant of restricted shares of the 2021 stock option and restricted stock incentive plan. The number of restricted shares actually granted and registered for the first time was 14875100, and the incentive objects were 151, The initial grant price is 4.75 yuan / share, and the restricted shares granted for the first time will be listed on November 17, 2021.
2、 Approval and authorization of repurchase and cancellation of some restricted shares, cancellation of some stock options and reserved rights and interests in this incentive plan
(I) May 18, 2022, The 16th meeting of the 6th board of directors of the company deliberated and approved the proposal on repurchasing and canceling some restricted shares of 2021 stock option and restricted stock incentive plan, the proposal on canceling some stock options of 2021 stock option and restricted stock incentive plan, and the proposal on granting reserved stock options and restricted shares to the incentive objects of 2021 stock option and restricted stock incentive plan According to the proposal on canceling the granting of the remaining reserved rights and interests of the 2021 stock option and restricted stock incentive plan, the meeting decided: 1. In view of the fact that the eight incentive objects no longer meet the incentive conditions of the company's 2021 stock option and restricted stock incentive plan due to resignation, the company plans to repurchase and write off a total of 417700 restricted shares granted to the above-mentioned eight resigned personnel but not lifted, and the repurchase price is the current incentive plan
The first grant price is 4.75 yuan / share; 2. In view of the fact that 17 incentive objects no longer meet the incentive conditions of the company's 2021 stock option and restricted stock incentive plan due to resignation, the company decided to cancel a total of 1638800 stock options granted but not exercised by the above 17 employees; 3. The reserved grant conditions of 2021 stock option and restricted stock incentive plan have been met, and the reserved grant date of 2021 stock option and restricted stock incentive plan of the company is determined to be May 18, 2022. It is agreed to grant 2 million stock options to 19 incentive objects who meet the reserved grant conditions, and the exercise price is 6.05 yuan / share, Grant 1.07 million restricted shares to 11 incentive objects who meet the reserved grant conditions, with the grant price of 3.03 yuan / share; 4. According to the reserved allocation principle of the company for this incentive plan, the company decided to cancel the grant of the remaining 13300 reserved partial stock options and 18300 reserved partial restricted shares in this incentive plan, except for the part reserved and granted by the company. The above four proposals were considered and voted by non affiliated directors.
According to the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive approved by the sixth extraordinary general meeting of shareholders in 2021 held on August 27, 2021, the general meeting of shareholders authorizes the board of directors to handle matters related to this incentive plan. The scope of authorization includes: (1) authorizing the board of directors to determine the incentive object, grant quantity and Grant price / exercise price and grant date; (2) Authorize the board of directors to implement other necessary matters required by the stock option and restricted stock incentive plan, except for the rights to be exercised by the general meeting of shareholders specified in relevant documents. The above matters considered at the 16th meeting of the sixth board of directors of the company belong to the scope of authorization of the general meeting of shareholders of the company to the board of directors.
(II) on May 18, 2022, the independent directors of the company issued independent opinions on relevant matters of the 16th meeting of the sixth board of directors. The independent directors agreed to buy back and cancel 417700 shares of restricted shares granted but not yet lifted by 8 resigned employees, and the repurchase price was 4.75 yuan / share for the first time in the incentive plan. They agreed to submit the proposal on repurchase and cancellation of some restricted shares in the 2021 stock option and restricted stock incentive plan to the general meeting of shareholders of the company for deliberation, The company agreed to cancel 1638800 stock options granted but not exercised by 17 resigned personnel; Agree that the reserved grant date of the company's 2021 stock option and restricted stock incentive plan is May 18, 2022; It is agreed that the company will grant 2 million stock options to 19 reserved incentive objects at the exercise price of 6.05 yuan / share, and grant 1.07 million restricted shares to 11 incentive objects at the grant price of 3.0 yuan
