Room 10011002, building 1, Xinneng Business Plaza, No. 99, Si’an street, Suzhou Industrial Park, Jiangsu Province
Room 10011002, Building 1, Xinneng Business Plaza, 99 Si’an Street, Suzhou Industrial Park, Jiangsu Province
Zip code: 215000 Tel: 86051267586952 Fax: 86051267586972
Email / e-mail: [email protected].
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Beijing Kangda (Suzhou) law firm
About Hengbao Co.Ltd(002104)
Matters related to the 2021 stock option incentive plan
Legal opinion
May, 2002
interpretation
Unless the context otherwise requires, the following words shall have the following meanings:
Beijing Kangda (Suzhou) law firm
Hengbao Co.Ltd(002104) / listed company / company refers to Hengbao Co.Ltd(002104)
Incentive plan (Draft) refers to the Hengbao Co.Ltd(002104) 2021 stock option incentive plan (Draft)
Measures for the administration of stock option appraisal in 2021
This incentive plan refers to the stock option incentive plan of Hengbao Co.Ltd(002104) 2021
According to the conditions and prices stipulated in the incentive plan, the stock option granted by the company to the incentive object refers to the right to purchase a certain number of shares of the company at a predetermined price and conditions in a certain period of time in the future
Incentive objects refer to the directors, senior managers and key employees of the company (including holding subsidiaries) who have obtained stock options in accordance with the provisions of the incentive plan
Grant date refers to the date on which the company grants stock options to incentive objects, and the grant date must be the trading day
The term of validity refers to the period from the date of grant of the stock option to the date of exercise or cancellation of the stock option
Waiting period refers to the period between the date of grant of stock option and the date of exercise of stock option
The exercise right of the incentive object to exercise the stock options it owns according to the incentive plan means that the exercise right in the incentive plan is the incentive object’s behavior of purchasing the company’s shares according to the price set in the incentive plan
The exercisable date refers to the date when the incentive object can start exercising the right. The exercisable date must be the trading day
The exercise price refers to the price at which the incentive object purchases the company’s shares as determined in the incentive plan
Exercise conditions refer to the conditions that must be met by the incentive object to exercise the stock option according to the incentive plan
Company Law refers to the company law of the people’s Republic of China
Securities Law refers to the securities law of the people’s Republic of China
The Administrative Measures refer to the administrative measures for equity incentive of listed companies
The articles of association refers to the Hengbao Co.Ltd(002104) articles of association
CSRC refers to the China Securities Regulatory Commission
Shenzhen stock exchange refers to Shenzhen Stock Exchange
Yuan means RMB yuan
Beijing Kangda (Suzhou) law firm
About Hengbao Co.Ltd(002104)
Legal opinion on matters related to 2021 stock option incentive plan
To: Hengbao Co.Ltd(002104)
The exchange accepts the entrustment of Hengbao Co.Ltd(002104) , as the special legal adviser for the company to implement the incentive plan, and gives legal opinions in accordance with the provisions of the company law, securities law, lawyer law, administrative measures and other current laws, regulations, rules and other normative documents.
This legal opinion only expresses opinions on legal issues related to this incentive plan, and does not express opinions on the contents of documents issued to Hengbao Co.Ltd(002104) by other institutions directly cited in this legal opinion.
Our lawyers have strictly performed their statutory duties and followed the principles of diligence and good faith to ensure that the facts identified in this legal opinion are true, accurate and complete, and the concluding opinions issued are legal and accurate. There are no false records, misleading statements or major omissions in this legal opinion. Our lawyers shall bear corresponding legal liabilities for the legal opinions issued according to law.
Hengbao Co.Ltd(002104) has assured the exchange that the written materials or oral testimony provided by it are true, accurate and complete, the relevant copies or copies are consistent with the original, and there are no false records, misleading statements or major omissions in any documents or facts provided; There are no false records, misleading statements or major omissions in this incentive plan and its summary, and they shall bear individual and joint legal liabilities for its authenticity, accuracy and completeness. This legal opinion is only used by Hengbao Co.Ltd(002104) for the purpose of implementing the incentive plan, and shall not be used for other purposes without the written consent of the exchange and its lawyers.
Our lawyers agree that Hengbao Co.Ltd(002104) may quote some or all of the contents of this legal opinion in the relevant filing or announcement documents of the incentive plan or in accordance with the requirements of the CSRC, but Hengbao Co.Ltd(002104) shall not cause legal ambiguity or misinterpretation due to quotation.
Following the principles of prudence and importance, our lawyers independently, objectively and impartially issued the following legal opinions on the basis of checking relevant materials and facts:
Text
1、 Approval and authorization of this incentive plan
1. On February 4, 2021, the 10th extraordinary meeting of the seventh board of directors of the company deliberated and approved the proposal on the company’s 2021 stock option incentive plan (Draft) and its summary, the proposal on the measures for the implementation and assessment of the company’s 2021 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 2021 stock option incentive plan, And propose to convene a general meeting of shareholders to consider the above proposals. Mr. Gao Qiang and Ms. Xu Xiaoling, the directors of the company, are the incentive objects of the incentive plan. Gao Qiang and Xu Xiaoling avoid voting when considering the above proposal.
2. On February 4, 2021, the independent directors of the company expressed their independent opinions on the incentive plan (Draft) and its summary.
3. On February 4, 2021, the seventh extraordinary meeting of the seventh board of supervisors of the company deliberated and approved the proposal on the company’s stock option incentive plan (Draft) in 2021 and its summary, the proposal on the measures for the implementation and assessment of the company’s stock option incentive plan in 2021, and the proposal on verifying the list of some incentive objects granted by the company’s stock option incentive plan for the first time in 2021, The list of incentive objects was preliminarily checked.
4. On February 24, 2021, the first extraordinary general meeting of the company in 2021 deliberated and approved the proposal on the company’s 2021 stock option incentive plan (Draft) and its summary, the proposal on the measures for the implementation and assessment of the company’s 2021 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 2021 stock option incentive plan, The general meeting of shareholders authorizes the board of directors to be responsible for the following matters for the specific implementation of the incentive plan: (1) authorize the board of directors to determine the authorization date of the incentive plan; (2) Authorize the board of directors to adjust the number of stock options and the number of underlying shares involved according to the methods specified in the incentive plan when the company has matters such as the conversion of capital reserve into share capital, the distribution of stock dividends, stock subdivision or reduction, allotment, etc; (3) Authorize the board of directors to adjust the exercise price of stock options according to the methods specified in the incentive plan when the company has matters such as capital reserve converted into share capital, distribution of stock dividends, stock subdivision or reduction, allotment and dividend distribution; (4) Authorize the board of directors to authorize stock options to the incentive object when the incentive object meets the conditions and handle all matters necessary for the authorization of stock options, including signing the stock option grant agreement with the incentive object; (5) Authorize the board of directors to review and confirm the exercise qualification and exercise conditions of incentive objects, and agree that the board of directors authorize the remuneration and assessment committee to exercise this right; (6) Authorize the board of directors to decide whether the incentive objects can exercise their rights; (7) Authorize the board of directors to handle all matters necessary for the exercise of incentive objects, including but not limited to applying to the stock exchange for exercise, applying to the registration and settlement company for relevant registration and settlement business, amending the articles of association and handling the change registration of the company’s registered capital; (8) Authorize the board of directors to handle the exercise of stock options that have not been exercised; (9) Authorize the board of directors to handle the change and termination of the incentive plan according to the provisions of the company’s incentive plan, including but not limited to canceling the exercise qualification of the incentive object, canceling the stock options of the incentive object that have not been exercised, handling the compensation and inheritance of the stock options of the deceased incentive object that have not been exercised, and terminating the company’s incentive plan; (10) Authorize the board of directors to manage and adjust the company’s incentive plan, and formulate or modify the management and implementation provisions of the plan from time to time on the premise of being consistent with the terms of the incentive plan. However, if laws, regulations or relevant regulatory authorities require such amendments to be approved by the general meeting of shareholders or / and relevant regulatory authorities, such amendments by the board of directors must be approved accordingly; (11) Authorize the board of directors to distribute and adjust the total amount of stock options among incentive objects according to the established methods and procedures; (12) Authorize the board of directors to implement other necessary matters required by the incentive plan, except for the rights to be exercised by the general meeting of shareholders specified in relevant documents.
On December 24, 2021, the 15th extraordinary meeting of the seventh board of directors of the company passed the proposal on adjusting the exercise price of some stock options granted for the first time by the company’s 2021 stock option incentive plan. According to the relevant provisions of the administrative measures, incentive plan (Draft) and the authorization of the company’s first extraordinary general meeting in 2021, due to the semi annual equity distribution in 2021, The exercise price of some stock options granted in the first phase of the company’s 2021 stock option incentive plan was adjusted from 4.43 yuan / share to 4.215 yuan / share. On the same day, the independent directors of the company expressed their independent opinions on the adjustment of the exercise price of some stock options granted for the first time in the incentive plan. The proposal on adjusting the exercise price of some stock options granted for the first time in the 2021 stock option incentive plan was deliberated and adopted at the 12th extraordinary meeting of the seventh board of supervisors of the company.
On December 24, 2021, the 15th extraordinary meeting of the seventh board of directors of the company deliberated and approved the proposal on granting reserved stock options to incentive objects, and determined December 24, 2021 as the reserved authorization date of the incentive plan, granting 500000 stock options to 9 incentive objects with an exercise price of 4.43 yuan / share. On the same day, the independent directors of the company expressed their independent opinions on the reserved grant of stock options in the incentive plan. The 12th extraordinary meeting of the seventh board of supervisors of the company deliberated and adopted the proposal on granting reserved stock options to incentive objects.
Our lawyers believe that as of the date of issuance of this legal opinion, the company’s incentive plan has obtained the necessary approval and authorization at this stage, which is in line with the relevant provisions of the management measures and the incentive plan (Draft). 2、 The incentive plan cancels part of the granted stock options
1. On May 19, 2022, the 17th extraordinary meeting of the seventh board of directors of the company deliberated and approved the proposal on canceling some stock options of 2021 stock option incentive plan. Due to the resignation of some incentive objects and the failure or incompleteness of 2021 personal performance assessment, it was decided to cancel a total of 1.4822 million stock options granted but not exercised by 21 incentive objects.
2. On May 19, 2022, the independent directors of the company expressed their independent opinions on canceling some stock options of the incentive plan.
3. On May 19, 2022, the 13th extraordinary meeting of the seventh board of supervisors of the company deliberated and approved the proposal on canceling some stock options of 2021 stock option incentive plan.
Our lawyers believe that the cancellation of some stock options granted but not exercised by the company has obtained the necessary approval and authorization at this stage, which is in line with the relevant provisions of the management measures, the articles of association and the incentive plan (Draft).
3、 The first exercise period of the stock option granted for the first time in the incentive plan has achieved the exercise conditions
(I) authorization and approval of this exercise
1. On May 19, 2022, the 17th extraordinary meeting of the seventh board of directors of the company deliberated and approved the conditions for the first exercise period of the first grant of the company’s stock option incentive plan in 2021
