Beijing Zhide law firm
about
Weihai Guangwei Composites Co.Ltd(300699)
Restricted stock incentive plan for 2022
Adjustment and first grant
Legal opinion
Zhi de (Zheng) Zi [2022] No. 014-2
May, 2002
5th floor, Raffles Center office building, No. 1, Dongzhimen South Street, Dongcheng District, Beijing zip code: 100007
5th Floor, Raffles City Beijing Offices Tower,
No.1 Dongzhimen South Street,Dongcheng District, Beijing 100007 P.R.C.
Tel: 01056500900 Fax: 01056500999
www.meritsandtree. com.
Beijing Zhide law firm
About Weihai Guangwei Composites Co.Ltd(300699)
Adjustment of restricted stock incentive plan and initial grant in 2022
Legal opinion
Zhi de (Zheng) Zi [2022] No. 014-2
To: Weihai Guangwei Composites Co.Ltd(300699)
Beijing Zhide law firm (hereinafter referred to as “the firm”) is entrusted by Weihai Guangwei Composites Co.Ltd(300699) (hereinafter referred to as ” Weihai Guangwei Composites Co.Ltd(300699) ” or “the company”) 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 administrative measures for equity incentive of listed companies (hereinafter referred to as “the administrative measures”) The provisions of relevant laws, regulations, rules and normative documents such as the Shenzhen Stock Exchange GEM Listing Rules (hereinafter referred to as the “Listing Rules”), the Shenzhen Stock Exchange GEM listed companies’ self regulatory guidelines No. 1 – business handling (hereinafter referred to as the “self regulatory guidelines”) and so on, This legal opinion is issued on the adjustment and initial grant of Weihai Guangwei Composites Co.Ltd(300699) 2022 restricted stock incentive plan (hereinafter referred to as “this equity incentive plan”, “this incentive plan” and “this plan”).
Before giving legal opinions, our lawyers declare as follows:
1. Our lawyers only express legal opinions on the facts that have occurred or exist before the date of issuance of this legal opinion in accordance with the current effective laws, regulations and normative documents of China;
2. 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 the facts that have occurred or exist before the date of issuance of this legal opinion, our lawyers 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 the legal opinion are true Be accurate and complete, and the concluding opinions issued are legal and accurate, without false records, misleading statements or major omissions, and bear corresponding legal liabilities;
3. Our lawyers agree that Weihai Guangwei Composites Co.Ltd(300699) in the relevant documents of this equity incentive plan, part or all of the contents of this legal opinion shall be quoted; However, when Weihai Guangwei Composites Co.Ltd(300699) makes the above quotation, it shall not lead to legal ambiguity or misinterpretation due to the quotation;
4. Weihai Guangwei Composites Co.Ltd(300699) has guaranteed that it has provided all the factual materials, approval documents, certificates and other relevant documents necessary for the issuance of this legal opinion to the lawyers of this firm. All documents are true, legal, valid and complete without any false records, misleading statements or major omissions. All signatures and seals on the documents are true, and all copies or duplicates are completely consistent with the original or the original;
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, testimony or copies of documents issued or provided by relevant government departments, Weihai Guangwei Composites Co.Ltd(300699) , other relevant units or relevant persons to issue legal opinions;
6. Our lawyers have reviewed and judged all documents and testimony related to the issuance of this legal opinion, and issued legal opinions accordingly;
7. This legal opinion is only for the purpose of Weihai Guangwei Composites Co.Ltd(300699) planning to implement this equity incentive plan, and shall not be used for any other purpose.
The lawyer has provided the following legal and ethical standards of diligence in accordance with the relevant laws and regulations:
1、 Legal procedures involved in the adjustment and grant of this equity incentive plan
Upon examination, as of the date of issuance of this legal opinion, Weihai Guangwei Composites Co.Ltd(300699) has performed the following procedures for the adjustment and grant of this equity incentive plan:
1. On April 25, 2022, the remuneration and assessment committee of Weihai Guangwei Composites Co.Ltd(300699) board of directors deliberated and approved the proposal on the company’s restricted stock incentive plan in 2022 (Draft) and its summary, the proposal on the management measures for the implementation and assessment of the company’s restricted stock incentive plan in 2022, and the proposal on the list of incentive objects first granted by the company’s restricted stock incentive plan in 2022.
2. On April 25, 2022, Weihai Guangwei Composites Co.Ltd(300699) the 10th meeting of the 3rd board of directors deliberated and approved the following proposals related to the equity incentive plan: the proposal on the company’s restricted stock incentive plan in 2022 (Draft) and its summary, the proposal on the management measures for the implementation and review of the company’s restricted stock incentive plan in 2022, and the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s restricted stock incentive plan. On the same day, Weihai Guangwei Composites Co.Ltd(300699) independent directors expressed independent opinions on relevant proposals and unanimously agreed that Weihai Guangwei Composites Co.Ltd(300699) implement this equity incentive.
3. On April 25, 2022, Weihai Guangwei Composites Co.Ltd(300699) the 9th meeting of the third session of the board of supervisors deliberated and approved the following proposals related to the equity incentive plan: the proposal on the company’s restricted stock incentive plan in 2022 (Draft) and its summary, the proposal on the management measures for the implementation and review of the company’s restricted stock incentive plan in 2022, and the proposal on verifying the list of incentive objects first granted by the company’s restricted stock incentive plan in 2022, The board of supervisors reviewed the list of incentive objects of the equity incentive plan and considered that the subject qualification of incentive objects was legal and effective.
4. On May 14, 2022, Weihai Guangwei Composites Co.Ltd(300699) issued the review opinion and publicity statement of the board of supervisors on the list of incentive objects first granted by the restricted stock incentive plan in 2022. The company publicized the names and positions of the incentive objects first granted by the incentive plan within the company, and the board of supervisors checked the first proposed incentive objects in combination with the publicity.
5. On May 18, 2022, Weihai Guangwei Composites Co.Ltd(300699) the annual general meeting of shareholders in 2021 deliberated and approved the following proposals related to the equity incentive plan: the proposal on the company’s restricted stock incentive plan in 2022 (Draft) and its summary, the proposal on the company’s assessment and management measures for the implementation of the restricted stock incentive plan in 2022, and the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s restricted stock incentive plan. The independent directors published the announcement on public solicitation of voting rights by independent directors on April 26, 2022. The starting and ending time of solicitation of voting rights by independent directors is from May 16, 2022 to May 17, 2022. The solicitors solicit voting rights from all shareholders of the company for the proposals related to the equity incentive plan considered at the 2021 annual general meeting. It is confirmed by the company that during the period when independent directors solicit voting rights, no solicitation object entrusts Li Wentao, the independent director of the soliciter, to vote.
6. On May 20, 2022, Weihai Guangwei Composites Co.Ltd(300699) held the 11th meeting of the third board of directors, deliberated and approved the proposal on adjusting matters related to the 2022 restricted stock incentive plan and the proposal on granting restricted shares to incentive objects for the first time, agreed to adjust the list of incentive objects granted for the first time and the number to be granted in the equity incentive plan, and determined May 20, 2022 as the first grant date, 4.98 million restricted shares were granted to 137 incentive objects at a price of 26.67 yuan / share. On the same day, Weihai Guangwei Composites Co.Ltd(300699) independent directors expressed unanimous independent opinions on relevant matters.
7. On May 20, 2022, Weihai Guangwei Composites Co.Ltd(300699) the 10th meeting of the third session of the board of supervisors deliberated and approved the proposal on adjusting matters related to the 2022 restricted stock incentive plan and the proposal on granting restricted shares to incentive objects for the first time, agreed to adjust the list of incentive objects granted for the first time and the number to be granted in the equity incentive plan, and determined May 20, 2022 as the first grant date, 4.98 million restricted shares were granted to 137 incentive objects at a price of 26.67 yuan / share.
Upon examination, our lawyers believe that: Weihai Guangwei Composites Co.Ltd(300699) this adjustment and grant of equity incentive plan has obtained the necessary approval and authorization at this stage, and is in line with the provisions of the management measures and other relevant laws, regulations and normative documents.
2、 Adjustment of this equity incentive plan
1. According to the Weihai Guangwei Composites Co.Ltd(300699) 2022 restricted stock incentive plan (hereinafter referred to as “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 restricted stock incentive plan deliberated and approved by the Weihai Guangwei Composites Co.Ltd(300699) 2021 annual general meeting of shareholders, the Weihai Guangwei Composites Co.Ltd(300699) general meeting of shareholders authorizes the board of directors to manage and adjust the equity incentive plan.
2. On May 20, 2022, Weihai Guangwei Composites Co.Ltd(300699) held the 11th meeting of the third board of directors, deliberated and adopted the proposal on adjusting the matters related to the 2022 restricted stock incentive plan. According to the proposal, the details of this adjustment are as follows:
Since an incentive object voluntarily gave up 20000 shares of all restricted shares to be granted to it for personal reasons, the board of directors adjusted the list of incentive objects granted for the first time and the number to be granted under the equity incentive plan in accordance with the authorization of the 2021 annual general meeting of shareholders. After adjustment, Weihai Guangwei Composites Co.Ltd(300699) the number of incentive objects granted for the first time in the equity incentive plan is adjusted from 138 to 137; The number of restricted shares to be granted in this equity incentive plan is adjusted from 6.25 million shares to 6.225 million shares, of which the number of restricted shares granted for the first time is adjusted from 5 million shares to 4.98 million shares, and the reserved grant part is adjusted from 1.25 million shares to 1.245 million shares (due to the reduction of the number of shares granted for the first time, the reserved part accounts for more than 20% of the total proportion of this incentive plan, so the number of reserved shares is adjusted simultaneously).
This adjustment is within the scope of authorization of the board of directors by the Weihai Guangwei Composites Co.Ltd(300699) 2021 annual general meeting of shareholders and does not need to be submitted to the general meeting of shareholders for deliberation Weihai Guangwei Composites Co.Ltd(300699) independent directors have expressed their agreed independent opinions on matters related to this adjustment.
3. On May 20, 2022, Weihai Guangwei Composites Co.Ltd(300699) held the 10th meeting of the third session of the board of supervisors, deliberated and adopted the proposal on matters related to the adjustment of the incentive plan for restricted stocks in 2022.
Upon examination, our lawyers believe that: Weihai Guangwei Composites Co.Ltd(300699) this equity incentive plan adjustment complies with the provisions of the administrative measures and other relevant laws, regulations, normative documents and the articles of association, and the relevant arrangements of the restricted stock incentive plan.
3、 The first grant date of this equity incentive plan
1. According to the 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 restricted stock incentive plan, which was deliberated and adopted by the Weihai Guangwei Composites Co.Ltd(300699) annual general meeting of shareholders in 2021, the Weihai Guangwei Composites Co.Ltd(300699) general meeting of shareholders authorized the board of directors to determine the first grant date of the equity incentive plan.
2. On May 20, 2022, Weihai Guangwei Composites Co.Ltd(300699) held the 11th meeting of the third board of directors, deliberated and adopted the proposal on the first grant of restricted shares to incentive objects, and determined that the first grant date was May 20, 2022.
3. According to the information disclosure document of Weihai Guangwei Composites Co.Ltd(300699) and the commitment issued by Weihai Guangwei Composites Co.Ltd(300699) and verified by our lawyers, the first grant date determined by Weihai Guangwei Composites Co.Ltd(300699) board of directors is the trading day within 60 days after the shareholders’ meeting deliberates and approves the equity incentive plan.
After inspection, our lawyers believe that: Weihai Guangwei Composites Co.Ltd(300699) the determination of the first grant date of this equity incentive plan has fulfilled the necessary procedures, and the first grant date complies with the provisions of relevant laws, regulations and normative documents such as the administrative measures, the guide to self discipline supervision.
4、 Grant conditions of this equity incentive plan
Upon verification, the following conditions for granting restricted shares of Weihai Guangwei Composites Co.Ltd(300699) this equity incentive plan have been met: 1. According to the information disclosure document of Weihai Guangwei Composites Co.Ltd(300699) and the audit report (xksb Zi [2022] No. za90272) issued by Lixin Certified Public Accountants (special general partnership), the internal control assurance report (xksb Zi [2022] No. za90273) and the commitment issued by Weihai Guangwei Composites Co.Ltd(300699) and verified by the lawyer of this firm, Weihai Guangwei Composites Co.Ltd(300699) there are no following circumstances that prohibit the implementation of equity incentive plan as stipulated in Article 7 of the administrative measures and the restricted stock incentive plan:
(1) The financial and accounting 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;
(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, articles of association and public commitments within the last 36 months after listing;
(4) Laws and regulations on equity incentive shall not be implemented;
(5) Other circumstances recognized by the CSRC.
2. According to the information disclosure documents of Weihai Guangwei Composites Co.Ltd(300699) and the commitments issued by Weihai Guangwei Composites Co.Ltd(300699) and the incentive objects, and verified by the lawyers of the exchange, the incentive objects determined in the equity incentive plan do not have the following circumstances specified in Article 8.2 of the administrative measures, article 8.4.2 of the listing rules and the restricted stock incentive plan:
(1) Being identified as an inappropriate candidate by the stock exchange within the last 12 months;
(2) In the last 12 months, it has been identified as an inappropriate candidate by the CSRC and its dispatched offices;
(3) In the last 12 months, he has been punished by the CSRC and
