Notice on the adjustment of Guangdong Greenway Technology Co.Ltd(688345) 2022 restricted stock incentive plan and matters related to the first grant
Legal opinion
11th and 12th floors, Taiping financial building, 6001 Yitian Road, Futian District, Shenzhen, Guangdong, China zip code: 518017
Tel: (0755) 88265288 Fax: (0755) 88265537
catalogue
interpretation…… two
Section 1 lawyer’s statement three
Section II text five
1、 This adjustment and the approval and authorization granted this time 5 II. Matters related to this adjustment 6 III. The grant date of this grant 7 IV. incentive objects, quantity and price granted this time 7 v. conditions of this grant 8 VI. concluding observations nine
interpretation
In this legal opinion, unless the context otherwise requires, the following abbreviations and words have the following meanings:
Company means Guangdong Greenway Technology Co.Ltd(688345)
This incentive plan refers to the company’s restricted stock incentive plan in 2022
Restricted stock refers to the company’s shares obtained and registered by the incentive objects who meet the grant conditions of the incentive plan in batches after meeting the corresponding attribution conditions, which is the second type of restricted stock
Incentive objects refer to the directors, senior managers, core technicians and other personnel that the board of directors deems necessary to be encouraged in accordance with the provisions of this incentive plan
This adjustment refers to the adjustment of the list of incentive objects and the number of rights and interests granted by the company for the first time in accordance with the provisions of this incentive plan
This grant refers to the grant of the company’s restricted stock incentive plan in 2022
The grant date refers to the date on which the company grants restricted shares to the incentive object, and the grant date must be the trading day
The grant price refers to the price of each restricted stock granted by the company to the incentive object
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
The self regulatory guide refers to the self regulatory guide for listed companies on the science and Innovation Board No. 4 – disclosure of equity incentive information
The articles of association refers to the Guangdong Greenway Technology Co.Ltd(688345) articles of association
Incentive plan (Draft) refers to the Guangdong Greenway Technology Co.Ltd(688345) 2022 restricted stock incentive plan (Draft)
CSRC refers to the China Securities Regulatory Commission
Xinda refers to Guangdong Xinda law firm
Xinda lawyer / handling lawyer refers to the handling lawyer of Guangdong Xinda law firm participating in the incentive plan
Guangdong Xinda law firm’s legal opinion on Guangdong Greenway Technology Co.Ltd(688345) this legal opinion refers to the legal opinion on matters related to the adjustment and initial grant of restricted stock incentive plan in 2022
Guangdong Xinda law firm
About Guangdong Greenway Technology Co.Ltd(688345)
Adjustment of restricted stock incentive plan in 2022 and related matters of initial grant
Legal opinion
Xin Da Li Zi [2022] No. 053 to: Guangdong Greenway Technology Co.Ltd(688345)
According to the special legal service contract signed between the company and Cinda, Cinda accepts the entrustment of the company to act as the special legal adviser for the implementation of the incentive plan. Xinda lawyer issues this legal opinion in accordance with the company law, the securities law, the administrative measures and other relevant laws and regulations, as well as the relevant provisions of the CSRC, and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry.
Section 1 lawyer’s statement
1. Cinda and its handling lawyers have strictly performed their statutory duties, followed the principles of diligence, good faith and full verification 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 facts that have occurred or exist before the date of issuance 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. Xinda lawyer agrees to take this legal opinion as one of the necessary documents for this grant, report or publicly disclose it together with other application materials, and bear corresponding legal liabilities for the legal opinion issued in accordance with the law. 3. The original and copies of the letter or all documents required to reach the legal opinion of the company are the true copies of the original documents and documents issued by the lawyer, and all the letters and documents provided to the lawyer are the true copies of the original documents and documents issued by the company, All copy materials or copies shall be consistent with the original. All facts and documents sufficient to affect this legal opinion have been disclosed to Xinda without any concealment or omission.
Express opinions on the rationality of the subject stock value, assessment standards and other matters involved in the incentive plan, as well as accounting, finance and other non legal professional matters.
For the fact that it is very important to issue this legal opinion and cannot be supported by independent evidence, Xinda lawyer relies on the certificates or explanatory documents issued by relevant government departments, companies or other relevant institutions and persons, as well as the search information on the website of government departments to express his opinions.
5. Xinda lawyer agrees that the company shall quote the contents of this legal opinion in the relevant documents prepared by the company for the implementation of this incentive plan, but when the company makes the above quotation, it shall not cause legal ambiguity or misinterpretation due to the quotation. Xinda has the right to review and confirm the relevant contents of the quoted documents again.
6. This legal opinion is only used by the company for the purpose of implementing this incentive plan. Without the written consent of Xinda lawyer, it shall not be used for any other purpose, or quoted and relied on by any other person.
Section II of the main body
1、 This adjustment and the approval and authorization granted this time
(I) approval and authorization of the incentive plan
On April 19, 2022, the 22nd Meeting of the first board of directors of the company deliberated and approved the proposal on the company’s restricted stock incentive plan in 2022 (Draft) and its summary, the proposal on the measures for the assessment and management of the implementation of the company’s restricted stock incentive plan in 2022, and the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive. Zeng Guoqiang fulfilled his obligation to avoid voting due to his relationship with relevant bills.
On April 19, 2022, the independent directors of the company expressed positive opinions on the incentive plan and related matters. On April 19, 2022, the 18th meeting of the first session of the board of supervisors of the company deliberated and approved the proposal on the company’s 2022 restricted stock incentive plan (Draft) and its summary, the proposal on the measures for the implementation and assessment of the company’s 2022 restricted stock incentive plan, and the proposal on verifying the list of incentive objects first granted by the company’s 2022 restricted stock incentive plan.
On May 11, 2022, the company held the 2021 annual general meeting of shareholders, which deliberated and approved the proposal on the company’s 2022 restricted stock incentive plan (Draft) and its summary, the proposal on the measures for the implementation and assessment of the company’s 2022 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 equity incentive.
(II) this adjustment and the approval and authorization granted this time
On May 19, 2022, the company held the 23rd Meeting of the first board of directors, deliberated and approved the proposal on adjusting the incentive plan of restricted shares in 2022 and the proposal on granting restricted shares to incentive objects for the first time. Zeng Guoqiang fulfilled his obligation to avoid voting due to his relationship with relevant bills.
On May 19, 2022, the independent directors of the company issued independent opinions, expressed positive opinions on this adjustment and related matters of this grant, and agreed to this adjustment and related matters of this grant.
On May 19, 2022, the company held the 19th meeting of the first board of supervisors, deliberated and approved the proposal on adjusting the incentive plan of restricted shares in 2022 and the proposal on granting restricted shares to incentive objects for the first time.
In conclusion, lawyer Xinda believes that as of the date of issuance of this legal opinion, the company’s adjustment and related matters of this grant have obtained the necessary approval and authorization at this stage, and comply with the relevant laws, regulations, departmental rules, normative documents such as the company law, the securities law, the administrative measures, the guide to self regulatory supervision, and the relevant provisions of the articles of association and the incentive plan (Draft).
2、 Matters related to this adjustment
According to the relevant provisions of the incentive plan (Draft), all incentive objects must have an employment relationship, labor relationship or labor relationship with the company (including branches and holding subsidiaries) when the company grants restricted shares. According to the company’s explanation, one of the incentive objects granted by the company for the first time resigned and no longer met the qualification of incentive objects.
On May 19, 2022, the company held the 23rd Meeting of the first board of directors, deliberated and approved the proposal on adjusting the incentive plan of restricted shares in 2022. In view of the fact that one incentive object among the first incentive objects determined in the incentive plan (Draft) of the company is no longer qualified as an incentive object due to resignation. The company decides to adjust the list of incentive objects and the number of rights and interests granted for the first time in the incentive plan. After adjustment, the number of restricted shares granted by the company for the first time in the incentive plan was adjusted from 935000 shares to 934000 shares, and the number of incentive objects granted for the first time was adjusted from 129 to 128. According to the proposal on equity adjustment of the company submitted to the general meeting of shareholders for deliberation and approval, it is not necessary to handle relevant matters within the scope of the annual general meeting of shareholders in 2021. In addition to the above adjustments, the content of the incentive plan implemented by the company this time is consistent with the relevant content of the incentive plan approved by the company’s 2021 annual general meeting of shareholders.
To sum up, our lawyers believe that the relevant matters of this adjustment comply with the relevant laws, regulations, departmental rules, normative documents such as the company law, the securities law, the administrative measures, the guide to self regulatory supervision and the relevant provisions of the articles of association and the incentive plan (Draft).
3、 Date of this grant
According to the provisions of the incentive plan (Draft), the grant date shall be determined by the board of directors after the incentive plan is deliberated and approved by the general meeting of shareholders of the company, and the grant date must be the trading day. The company shall grant restricted shares and complete the announcement within 60 days after the deliberation and approval of the general meeting of shareholders. If the company fails to complete the above work within 60 days, the implementation of the plan will be terminated and the non granted restricted shares will become invalid.
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 2021 annual general meeting of shareholders of the company, the general meeting of shareholders of the company has authorized the board of directors to determine the grant date of the incentive plan.
According to the proposal on granting restricted shares to incentive objects for the first time deliberated and adopted at the 23rd Meeting of the first board of directors of the company, the board of directors of the company determined that the grant date of this grant is May 19, 2022. The independent directors of the company issued independent opinions and believed that the grant date of this grant was in line with the provisions of the administrative measures and other laws and regulations and the incentive plan (Draft).
In conclusion, lawyer Xinda believes that the grant date determined by the board of directors of the company complies with the relevant provisions of the company law, the securities law, the administrative measures and the incentive plan (Draft).
4、 Incentive object, quantity and price granted this time
According to the resolution of the 23rd Meeting of the first board of directors of the company, the company granted 128 incentive objects this time, all of whom are in the list of incentive objects verified by the board of supervisors of the company; The number of restricted shares granted this time is 934000 shares; The grant price is 26 yuan per share, which is consistent with the provisions on Incentive objects, number and price in the incentive plan (Draft).
After verification, the incentive objects, grant quantity, grant price and other related matters granted this time have been deliberated and approved at the 19th meeting of the first board of supervisors of the company, and the independent directors have issued affirmative opinions on the above matters. To sum up, lawyer Xinda believes that the incentive objects, quantity and price granted this time comply with the relevant provisions of the company law, the securities law, the administrative measures, the listing rules and other laws, regulations, normative documents and the incentive plan (Draft).
5、 Conditions of this grant
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