About Xiamen Intretech Inc(002925)
Adjustment of restricted stock incentive plan in 2021 and reservation of partial grants
Legal opinion
Fujian Zhili law firm
Address: 25 / F, tower a, Zhongshan building, 152 Hudong Road, Fuzhou, China Postal Code: 350003
Tel: (0591) 8806 5558 Fax: (0591) 8806 8008 website: http://www.zenithlawyer.com. Legal opinion on Xiamen Intretech Inc(002925) 2021 restricted stock incentive plan adjustment and reserved partial grant
Mlfz [2022] No. 2021001-04 to: Xiamen Intretech Inc(002925)
Fujian Zhili law firm (hereinafter referred to as “the firm”) accepts the entrustment of Xiamen Intretech Inc(002925) (hereinafter referred to as ” Xiamen Intretech Inc(002925) ” or “the company”) in accordance with the law and appoints lawyers Wei frightenhong and Chen mi (hereinafter referred to as “the firm’s lawyer”) as the special legal counsel for the company’s implementation of the restricted stock incentive plan in 2021 (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 (Order No. 148 of the CSRC, hereinafter referred to as the administrative measures) and other relevant laws In accordance with the provisions of laws, regulations and normative documents, and in accordance with the recognized business standards, ethics and diligence spirit of the lawyer industry, our lawyer hereby issues this legal opinion.
For this legal opinion, we hereby make the following statement:
1. The firm and its handling lawyers have strictly performed their statutory duties 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 other currently effective laws, regulations, rules and normative documents, as well as the facts that have occurred or exist before the issuance date of this legal opinion, Following the principles of diligence and good faith, we have 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, and there are no false records, misleading statements or major omissions.
2. Our lawyers agree to take this legal opinion as one of the necessary legal documents of the company’s incentive plan, publicly disclose it together with other materials, and are willing to bear corresponding legal liabilities according to law.
3. Our lawyers do not express opinions on non legal professional matters such as accounting, audit, capital verification, profit forecast and profit forecast audit, asset evaluation, etc. When our lawyers refer to the data or conclusions in relevant accounting statements, audit reports, capital verification reports, profit forecast reports, profit forecast audit reports and asset evaluation reports in this legal opinion, it does not mean that our lawyers make any express or implied guarantee for the authenticity and accuracy of these data or conclusions.
4. The company guarantees that it has provided authentic original written materials, duplicate materials, copies or oral testimony that the lawyers of the firm consider necessary for issuing legal opinions. The signatures and / or seals on the relevant materials are true and valid. All duplicate materials and copies are consistent with the original materials or originals without any concealment, false records Misleading statements or material omissions.
5. 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 and other relevant institutions and the statements and commitments of relevant parties to the incentive plan on relevant factual and legal issues.
6. This legal opinion is only for the purpose of the company’s incentive plan and shall not be used for any other purpose.
1、 Adjustment of the incentive plan
According to the proposal on adjusting the number of restricted shares reserved in the incentive plan for restricted shares in 2021, which was deliberated and adopted at the 17th meeting of the Fourth Board of directors of the company, in view of the equity distribution of some restricted shares reserved in the incentive plan before share registration, combined with the implementation of equity distribution of the company in 2020, The company will adjust the number of restricted shares reserved in the incentive plan accordingly (hereinafter referred to as “this adjustment”).
(I) approval and authorization of this adjustment
1. On January 4, 2021, the company held the fifth meeting of the Fourth Board of directors, The proposal on the company’s restricted stock incentive plan in 2021 (Draft) and its summary, the proposal on the measures for the implementation and assessment of the company’s restricted stock incentive plan in 2021, 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.
2. On January 21, 2021, the company held the first extraordinary general meeting of shareholders in 2021, The proposal on the company’s restricted stock incentive plan in 2021 (Draft) and its summary, the proposal on the measures for the implementation and assessment of the company’s restricted stock incentive plan in 2021 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.
3. On January 13, 2022, according to the authorization of the general meeting of shareholders, the company held the 17th meeting of the Fourth Board of directors, deliberated and adopted the proposal on adjusting the number of restricted shares reserved in the 2021 restricted stock incentive plan and other proposals. In view of the fact that some restricted shares reserved in the incentive plan are subject to equity distribution before share registration, In combination with the implementation of the company’s equity distribution in 2020, the company adjusted the number of restricted shares reserved in this incentive plan accordingly.
Our lawyers believe that the notice, convening method, voting procedure and voting method of the above board of directors and general meeting of shareholders are in line with the provisions of the company law and the articles of association, and the adjustment of the incentive plan has been approved and authorized, Comply with the relevant provisions of the administrative measures and the Xiamen Intretech Inc(002925) 2021 restricted stock incentive plan (Draft) (hereinafter referred to as the draft incentive plan).
(II) specific contents of this adjustment
The incentive plan reserves some restricted shares for equity distribution before share registration. The company announced the announcement on the implementation of annual equity distribution in 2020 on April 15, 2021. Based on 459733788 shares, the company distributed cash dividends of RMB 10.00 (including tax) to all shareholders for every 10 shares, and increased 7 shares for every 10 shares to all shareholders with capital reserve. This equity distribution was completed on April 21, 2021.
Combined with the implementation of the company’s equity distribution in 2020, according to the draft incentive plan and the provisions of relevant laws and regulations, the company adjusted the number of restricted shares reserved in the incentive plan from 327000 shares to 555900 shares.
Our lawyers believe that the adjustment of the number of restricted shares reserved by the company for this incentive plan complies with the provisions of the administrative measures and other relevant laws, regulations and normative documents, and complies with the arrangement of the draft incentive plan.
2、 Matters related to the reserved grant of this incentive plan
(I) approval and authorization of the grant of the reserved part of the incentive plan
1. The general meeting of shareholders of the company has approved the incentive plan according to law and authorized the board of directors of the company to implement the granting of the incentive plan. The approval and authorization procedures of this incentive plan are described in Article 1 (I) “approval and authorization of this adjustment” of this legal opinion.
2. On January 13, 2022, as authorized by the general meeting of shareholders, the company held the 17th meeting of the 4th board of directors, deliberated and adopted the proposal on granting reserved restricted shares to the incentive objects of the 2021 restricted stock incentive plan and other proposals, and determined the grant date, incentive objects and grant quantity of the reserved restricted shares.
The lawyers of the firm believe that the granting of the reserved part of the incentive plan has obtained the necessary approval and authorization, which is in line with the relevant provisions of the management measures and the draft incentive plan.
(II) grant date of the reserved part of the incentive plan
1. 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 first extraordinary general meeting of shareholders in 2021, the general meeting of shareholders of the company authorizes the board of directors to determine the grant date of the reserved part of the incentive plan.
2. On January 13, 2022, the company held the 17th meeting of the 4th board of directors, deliberated and adopted the proposal on granting reserved restricted shares to the incentive objects of the 2021 restricted stock incentive plan, and determined that the grant date of the reserved part of the company’s incentive plan was January 14, 2022.
3. After verification by the lawyers of the firm, the board of directors of the company determines that the grant date of the reserved part is the trading day after the incentive plan is deliberated and approved by the general meeting of shareholders of the company. The time from the deliberation and approval of the incentive plan by the general meeting of shareholders of the company does not exceed 12 months, and is not within the following periods:
(1) Within 30 days before the announcement of the company’s periodic report, if the announcement date of the periodic report is delayed due to special reasons, it shall be calculated from 30 days before the original scheduled announcement date to the day before the announcement;
(2) Ten days before the announcement of the company’s performance forecast and performance express;
(3) From the date of major events that may have a great impact on the trading price of the company’s shares and their derivatives or the date of entering the decision-making procedures to two trading days after disclosure according to law;
(4) Other periods prescribed by the CSRC and Shenzhen Stock Exchange.
In conclusion, our lawyers believe that the grant date of the reserved part of the incentive plan complies with the relevant provisions of the administrative measures and the relevant arrangements on the grant date in the draft incentive plan.
(III) some conditions for granting restricted shares are reserved in this incentive plan
According to the draft incentive plan approved by the company’s first extraordinary general meeting in 2021, the conditions for granting restricted shares reserved in the incentive plan are as follows:
1. The company is not under any of the following circumstances:
(1) An audit report with a negative opinion or unable to express an opinion on the financial and accounting report of the most recent fiscal year issued by a certified public accountant;
(2) The internal control of the financial report of the most recent fiscal year is an audit report with a negative opinion or unable to express an opinion issued by a certified public accountant;
(3) Failure to distribute profits in accordance with laws and regulations, the articles of association and public commitments within the last 36 months after listing;
(4) Equity incentive is not allowed according to laws and regulations;
(5) Other circumstances recognized by the CSRC.
2. The incentive object does not have any of the following situations:
(1) Being identified as inappropriate by the stock exchange within the last 12 months;
(2) It has been identified as an inappropriate candidate by the CSRC and its dispatched offices within the last 12 months;
(3) Being administratively punished by the CSRC and its dispatched offices or taking market entry prohibition measures for major violations of laws and regulations within the last 12 months;
(4) Those who are not allowed to serve as directors or senior managers of the company as stipulated in the company law; (5) Those who are not allowed to participate in equity incentive of listed companies according to laws and regulations;
(6) Other circumstances recognized by the CSRC.
After verification by our lawyers, as of the issuance date of this legal opinion, the conditions for granting restricted shares reserved in the incentive plan have been met, and the company’s granting of reserved restricted shares to incentive objects complies with the relevant provisions of the administrative measures and the arrangement of the draft incentive plan.
(IV) reserve incentive objects, grant quantity and grant price for granting restricted shares
1. According to the proposal on granting reserved restricted shares to the incentive objects of the 2021 restricted stock incentive plan deliberated and adopted at the 17th meeting of the Fourth Board of directors of the company, the company plans to grant 555900 reserved restricted shares to 175 incentive objects. After verification, the granting objects of some restricted shares reserved this time meet the qualification of incentive objects specified in the draft incentive plan, and the granting amount of some restricted shares reserved this time is within the range of granting amount determined in the draft incentive plan.
2. The grant price of reserved restricted shares granted in this incentive plan is 16.84 yuan / share. (for the specific method of determining the grant price of reserved restricted shares, see Chapter VII “grant price of restricted shares and determination method of grant price” of the draft incentive plan)
The lawyers of the firm believe that the incentive objects, grant quantity and grant price of reserved restricted shares granted in the incentive plan comply with the provisions of the administrative measures and other relevant laws, regulations, rules and normative documents, and comply with the arrangement of the draft incentive plan.
3、 Concluding observations
In conclusion, our lawyers believe that the adjustment of the number of restricted shares reserved in the incentive plan and the granting of reserved shares have obtained the necessary approval and authorization on the issuance date of this legal opinion; The conditions for the grant of restricted shares reserved for grant have been met. The adjustment and the grant date, incentive object, grant quantity and grant price of restricted shares reserved for grant this time comply with the provisions of the administrative measures for equity incentive of listed companies and other relevant laws, regulations, rules and normative documents, And comply with the relevant arrangements of the Xiamen Intretech Inc(002925) 2021 restricted stock incentive plan (Draft). The reserved granting items of this incentive plan shall be disclosed in accordance with the measures for the administration of equity incentive of listed companies and the relevant provisions of Shenzhen Stock Exchange, and shall handle relevant registration and settlement matters with China Securities Depository and Clearing Co., Ltd. Shenzhen Branch.
This legal opinion is made in three originals and several copies, which have the same legal effect.
I hereby write to you!
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