Beijing Tianyuan law firm
About Shenzhen United Winners Laser Co.Ltd(688518)
In 2021, the restricted stock incentive plan will adjust the first grant price, the achievement of attribution conditions in the first vesting period
Cancellation of some restricted shares
Legal opinion
Beijing Tianyuan law firm
10th floor, The Pacific Securities Co.Ltd(601099) insurance building, No. 28, Fengsheng Hutong, Xicheng District, Beijing
Postal Code: 100032
Beijing Tianyuan law firm
About Shenzhen United Winners Laser Co.Ltd(688518)
2021 restricted stock incentive plan adjusts the initial grant price
First vesting period vesting conditions achievements
Cancellation of some restricted shares
Legal opinion
Jtgz (2021) No. 202-3 to: Shenzhen United Winners Laser Co.Ltd(688518)
Beijing Tianyuan law firm (hereinafter referred to as "the firm") is entrusted by Shenzhen United Winners Laser Co.Ltd(688518) (hereinafter referred to as "the company") to act as the special Chinese legal adviser of the company's 2021 restricted stock incentive plan (hereinafter referred to as "the incentive plan") and issue legal opinions.
The firm and its handling lawyers shall act 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"), the measures for the administration of law firms engaging in securities legal business, the measures for the administration of equity incentive of listed companies, the business guide for information disclosure of listed companies on the science and Innovation Board No. 4 - disclosure of equity incentive information and other laws In accordance with the provisions of regulations and normative documents and the facts that have occurred or exist before the date of issuance of this legal opinion, this legal opinion is issued in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry.
In order to issue this legal opinion, our lawyers reviewed the 2021 restricted stock incentive plan (Draft) (hereinafter referred to as the "incentive plan (Draft)") announced by the company and other documents that our lawyers believe need to be reviewed, and checked and verified the relevant facts.
Our lawyer hereby makes the following statement:
1. In accordance with the provisions of the securities law, 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 handling lawyers have strictly performed their statutory duties, followed the principles of diligence and good faith, and conducted full verification and 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.
2. In accordance with the business rules formulated in accordance with the law, our lawyers have adopted the methods of written examination, inquiry, calculation and review, and diligently and prudently fulfilled the obligations of verification and verification.
3. When issuing this legal opinion, 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.
4. The lawyers of the firm shall perform the special duty of care of legal professionals on the business matters related to the law for the documents directly obtained from state organs, organizations with the function of managing public affairs, accounting firms, asset evaluation institutions, credit rating agencies, notarial institutions and other public institutions, and serve as the basis for issuing legal opinions on other business matters after performing the general duty of care of ordinary people; For documents not directly obtained from public institutions, they shall be used as the basis for issuing legal opinions after verification and verification.
5. The exchange agrees to take this legal opinion as a necessary legal document for the company's incentive plan, report or announce it together with other materials, and bear corresponding legal liabilities according to law.
6. This legal opinion is only used by the company for the purpose of this incentive plan and shall not be used by anyone for any other purpose.
Based on the above, our lawyers give the following legal opinions:
interpretation
Shenzhen United Winners Laser Co.Ltd(688518) . Company refers to Shenzhen United Winners Laser Co.Ltd(688518)
This incentive plan and this plan refer to Shenzhen United Winners Laser Co.Ltd(688518) 2021 restricted stock incentive plan
Restricted stocks and class II restricted stocks refer to a certain number of company stocks granted to incentive objects by the company according to the conditions specified in the plan
In accordance with the plan, the directors, senior managers, core technicians and other personnel deemed necessary by the board of directors of the company (including the company referred to as the incentive object of the subsidiary) that obtains restricted shares
Grant date refers to the date on which the company grants rights and interests to incentive objects
The grant price refers to the price of each restricted stock granted by the company to the incentive object
Lock up period refers to the period during which the restricted shares granted to the incentive object under the plan are prohibited from being transferred, used for guarantee and debt repayment
Validity period refers to the period from the date of the first grant of restricted shares to the date when all the restricted shares granted to the incentive object are vested or invalid
Attribution refers to the behavior of a listed company to register its shares in the account of the incentive object after the restricted stock incentive object meets the benefit conditions
Incentive plan (Draft) refers to the Shenzhen United Winners Laser Co.Ltd(688518) 2021 restricted stock incentive plan (Draft)
The assessment measures refer to the measures for the administration of the assessment of the implementation of the Shenzhen United Winners Laser Co.Ltd(688518) 2021 restricted stock 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
Listing Rules refers to the Listing Rules of Shanghai Stock Exchange's Sci tech innovation board
Business guide refers to the business guide for information disclosure of listed companies on the science and Innovation Board No. 4 - disclosure of equity incentive information
The measures for continuous supervision refers to the measures for continuous supervision of listed companies on the science and Innovation Board (for Trial Implementation)
The articles of association refers to the Shenzhen United Winners Laser Co.Ltd(688518) articles of association
CSRC refers to the China Securities Regulatory Commission
Shanghai stock exchange refers to Shanghai Stock Exchange
Yuan means RMB yuan
Beijing Tianyuan law firm
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1、 Approval and authorization granted for the first time in this incentive plan
1. On April 23, 2021, the 22nd Meeting of the third board of directors of the company deliberated and adopted the proposal on the company's 2021 restricted stock incentive plan (Draft) and its summary and other relevant proposals.
2. On April 23, 2021, the independent directors of the company expressed independent opinions on whether the incentive plan (Draft) is conducive to the sustainable development of the company and whether there is any situation that obviously damages the interests of the company and all shareholders.
3. On April 23, 2021, the 14th meeting of the third board of supervisors of the company deliberated and adopted the proposal on the company's 2021 restricted stock incentive plan (Draft) and its summary and other relevant proposals, believing that the implementation of this incentive plan will be conducive to the sustainable development of the company and will not damage the interests of the company and all shareholders.
4. On April 24, 2021, the company opened the website of Shanghai Stock Exchange（ http://www.sse.com.cn./ ）The list of incentive objects first granted under the Shenzhen United Winners Laser Co.Ltd(688518) 2021 restricted stock incentive plan was disclosed on the; The company publicized the names and positions of the proposed incentive objects within the company from April 25, 2021 to May 4, 2021 for a total of 10 days. As of the expiration of the publicity period, the board of supervisors of the company has not received any objection from any organization or individual to the proposed incentive object. On May 7, 2021, the company disclosed the audit opinions and publicity statement of Shenzhen United Winners Laser Co.Ltd(688518) board of supervisors on the list of incentive objects first granted by the company's restricted stock incentive plan in 2021. The board of supervisors believed that the personnel in the list of incentive objects met the incentive object conditions specified in the management measures and other laws, regulations and normative documents, and the incentive object conditions specified in the incentive plan (Draft), As the incentive object of this restricted stock incentive plan, it is legal and effective.
5. On May 14, 2021, the 2020 annual general meeting of shareholders of the company deliberated and approved relevant proposals such as the proposal on the company's 2021 restricted stock incentive plan (Draft) and its summary, the proposal on the management measures for the implementation and assessment of the company's 2021 restricted stock incentive plan, and the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to the company's equity incentive plan. The independent directors of the company solicited voting rights from all shareholders on the proposals related to the incentive plan.
6. On May 17, 2021, the company held the 24th Meeting of the third board of directors, deliberated and approved the proposal on adjusting the incentive plan of restricted shares in 2021, the proposal on granting restricted shares to incentive objects for the first time and other relevant proposals.
7. On May 17, 2021, the independent directors of the company expressed independent opinions on the adjustment of the equity incentive plan and the issue of granting restricted shares to the incentive objects for the first time, and believed that the adjustment of the list and number of incentive objects granted by the company for the first time in the incentive plan complied with the relevant provisions of the company law, the securities law, the administrative measures and other laws, regulations, normative documents and the incentive plan (Draft), The necessary procedures have been performed. After this adjustment, the incentive object is not prohibited from being granted restricted shares, and the subject qualification of the incentive object is legal and effective. The adjustment is within the scope of authorization of the company's 2020 annual general meeting of shareholders. The adjustment procedure is legal and compliant, and there is no damage to the interests of the company and shareholders. We agree to adjust the matters related to the incentive plan; The granting conditions of the company's incentive plan have been met. It is agreed that the first granting date of the company's incentive plan is May 17, 2021, and it is agreed to grant 5.787 million restricted shares to 314 incentive objects at the granting price of 7.55 yuan / share.
8. On May 17, 2021, the company held the 16th meeting of the third board of supervisors, deliberated and approved the proposal on adjusting the incentive plan of restricted stocks in 2021, the proposal on granting restricted stocks to incentive objects for the first time and other relevant proposals. The board of supervisors of the company checked the list of incentive objects granted for the first time, issued verification opinions, and agreed to the list of incentive objects granted for the first time in the company's incentive plan.
9. On October 28, 2021, the company held the third meeting of the Fourth Board of directors, deliberated and approved the proposal on granting reserved restricted shares to the incentive objects of the 2021 restricted stock incentive plan and other relevant proposals. The board of directors of the company considered that the conditions for the reserved grant of Restricted Shares specified in the plan had been met, and agreed to determine October 28, 2021 as the reserved grant date, A total of 213000 restricted shares were granted to 48 incentive objects at the grant price of 7.55 yuan / share. The independent directors of the company expressed independent opinions on the above matters.
10. On October 28, 2021, the company held the third meeting of the Fourth Board of supervisors, deliberated and approved the proposal on granting reserved restricted shares to the incentive objects of the 2021 restricted stock incentive plan and other relevant proposals. The board of supervisors of the company checked the list of incentive objects reserved for grant and issued verification opinions, considered that the subject qualification of incentive objects granted this time was legal and effective, agreed to the grant date and price of this grant, and considered that the conditions of this grant had been met.
11. On May 20, 2022, the company held the 8th meeting of the 4th board of directors and the 6th meeting of the 4th board of supervisors
