Guangdong Xinda law firm
About China Greatwall Technology Group Co.Ltd(000066)
Phase I stock option incentive plan
Legal opinion on cancellation of some stock options
11th and 12th floors, Taiping financial building, 6001 Yitian Road, Futian District, Shenzhen, Guangdong, China postcode: 518017 Tel: (0755) 88265288 Fax: (0755) 88265537
Guangdong Xinda law firm
About China Greatwall Technology Group Co.Ltd(000066)
Cancellation of some stock options in the first phase of stock option incentive plan
Legal opinion
Xdliz [2022] No. 004 to: China Greatwall Technology Group Co.Ltd(000066) (hereinafter referred to as ” China Greatwall Technology Group Co.Ltd(000066) ” or “the company”)
Guangdong Xinda law firm (hereinafter referred to as “Xinda”) is entrusted by China Greatwall Technology Group Co.Ltd(000066) as a special legal adviser, According to the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of equity incentive of listed companies (revised in 2018) (hereinafter referred to as the “administrative measures”), and the Trial Measures for the implementation of equity incentive by state-controlled listed companies (within China) (Guo Zi FA FA FA FA FA FA Fa [2006] No. 175, hereinafter referred to as the “Trial Measures”) Notice on issues related to standardizing the implementation of equity incentive system by state-owned holding listed companies (gzfgf [2008] No. 171, hereinafter referred to as the “notice on Relevant Issues”) and notice of SASAC on matters related to further improving the equity incentive work of listed companies controlled by central enterprises (gzfkfg [2019] No. 102, hereinafter referred to as the “notice on Relevant Issues”)“ Notice on relevant matters), notice on printing and distributing the guidelines for the implementation of equity incentive by listed companies controlled by central enterprises (gzkp [2020] No. 178, hereinafter referred to as the “guidelines for the implementation of equity incentive by listed companies controlled by central enterprises”) and other relevant laws Regulations, normative documents and China Greatwall Technology Group Co.Ltd(000066) articles of Association (hereinafter referred to as the “articles of association”) issue this legal opinion on the cancellation of some stock options under the company’s phase I stock option incentive plan (hereinafter referred to as “this cancellation”).
In order to issue this legal opinion, Xinda lawyer reviewed the relevant documents of the board of directors, the meeting documents of the board of supervisors, the independent opinions of independent directors, the written statement of the company and other documents that Xinda lawyer considered necessary to be reviewed, and verified and verified the relevant facts and materials by querying the public information of government departments.
With regard to the issuance of this legal opinion, Xinda lawyer declares as follows:
1. Xinda lawyers express legal opinions based on the basic facts that have occurred or existed before the issuance date of this legal opinion, the current effective relevant laws, regulations and normative documents in China, the verification of relevant materials, the necessary investigation and verification of Xinda lawyers, and the understanding of relevant facts and laws. 2. The issuance of this legal opinion is based on the following premise: all documents, materials and relevant oral statements provided by the company to Xinda lawyers are true, accurate, complete and effective, and there is no false or misleading information; The originals of the documents provided and the signatures and seals on them are authentic; If the documents are copies or copies, they shall be consistent with the original or the original; The parties signing the relevant documents have obtained the necessary authorization or performed the necessary approval procedures for the signing of such documents; All facts and documents sufficient to affect this legal opinion have been disclosed to Xinda without any concealment or major omission. Xinda lawyers rely on the supporting documents issued by relevant government departments, companies or other units to express their opinions on the facts that are crucial to this legal opinion and cannot be supported by independent evidence.
3. Xinda lawyers have strictly performed their statutory duties and followed the principles of diligence and good faith. As of the date of issuance of this legal opinion, they have conducted necessary verification and verification on the legality, compliance, authenticity and effectiveness of this cancellation, and issued legal opinions accordingly.
4. This legal opinion only expresses opinions on the legality and compliance of the cancellation, and does not express opinions on the rationality of the underlying stock value, assessment standards and other issues involved in the first phase of the company’s stock option incentive plan, as well as accounting, finance and other non legal professional matters. Cinda has performed the necessary duty of care when quoting relevant financial data or conclusions in this legal opinion, but such quoting shall not be regarded as any express or implied guarantee for the authenticity and accuracy of these data and conclusions.
5. Cinda agrees that this legal opinion, as one of the necessary documents of the company’s phase I stock option incentive plan, shall be reported or publicly disclosed together with other application materials, and shall bear corresponding legal liabilities for the legal opinion issued in accordance with the law.
6. This legal opinion is only for China Greatwall Technology Group Co.Ltd(000066) the purpose of implementing this cancellation, and shall not be used for any other purpose.
Based on the above situation, Xinda lawyer hereby issues the following legal opinions:
1、 Approval and grant of phase I stock option incentive plan
On November 10, 2017, the company held the 18th meeting of the 6th board of directors, The proposal on < China Greatwall Technology Group Co.Ltd(000066) stock option incentive plan (Draft) and its summary, the proposal on < China Greatwall Technology Group Co.Ltd(000066) stock option incentive management measures, the proposal on < China Greatwall Technology Group Co.Ltd(000066) stock option incentive implementation assessment management measures, and the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the stock option incentive plan were reviewed and approved. The independent directors of the company expressed their independent opinions on matters related to the China Greatwall Technology Group Co.Ltd(000066) stock option incentive plan (Draft) (hereinafter referred to as "the first stock option incentive plan (Draft)").
On November 10, 2017, the company held the 17th meeting of the 6th board of supervisors, The opinions on China Greatwall Technology Group Co.Ltd(000066) stock option incentive plan (Draft) and its summary, the proposal on , the proposal on , and the verification opinions on the list of incentive objects of the company’s stock option incentive plan were reviewed and adopted.
In December 2017, the state owned assets supervision and Administration Commission of the State Council issued the reply on China Greatwall Technology Group Co.Ltd(000066) implementing the stock option incentive plan (gzkaofen [2017] No. 1291), and agreed in principle to China Greatwall Technology Group Co.Ltd(000066) implementing the stock option incentive plan.
On December 27, 2017, the company held the 19th meeting of the 6th board of directors, deliberated and adopted the proposal on < China Greatwall Technology Group Co.Ltd(000066) stock option incentive plan (Revised Draft) and its summary, and the proposal on < China Greatwall Technology Group Co.Ltd(000066) measures for the implementation and assessment of stock option incentive (Revised Draft).
The independent directors of the company expressed their independent opinions on matters related to the China Greatwall Technology Group Co.Ltd(000066) stock option incentive plan (Revised Draft) (hereinafter referred to as “the first stock option incentive plan (Revised Draft)”).
On December 27, 2017, the company held the 18th meeting of the 6th board of supervisors, The opinions on China Greatwall Technology Group Co.Ltd(000066) stock option incentive plan (Revised Draft) and its summary, the proposal on < China Greatwall Technology Group Co.Ltd(000066) stock option incentive implementation assessment management measures (Revised Draft) and the verification opinions on the list of incentive objects of the company's stock option incentive plan (after adjustment) were reviewed and adopted.
On January 12, 2018, the company held the second extraordinary general meeting of shareholders in 2018, The proposal on , the proposal on , the proposal on < China Greatwall Technology Group Co.Ltd(000066) stock option incentive implementation assessment management measures (Revised Draft), and the proposal on werereviewed and approved 。
On January 16, 2018, the company held the 20th meeting of the 6th board of directors and the 19th meeting of the 6th board of supervisors, deliberated and adopted the proposal on adjusting the list and number of incentive objects granted by the company’s stock option incentive plan and the proposal on matters related to the grant of the company’s stock option incentive plan. Due to the resignation of some incentive objects, The incentive objects granted in the first phase of the company’s stock option incentive plan were adjusted from 597 to 594, and the number of stock options granted was adjusted from 44.16 million to 44.1 million. It is agreed to grant 44.1 million stock options to 594 incentive objects on January 16, 2018. The board of supervisors checked the list of incentive objects granted in the first phase of the stock option incentive plan and considered that the list of incentive objects included in the company’s incentive object list on the grant date met the conditions specified in relevant laws, regulations and normative documents. The independent directors expressed their independent opinions on the adjustment and grant of the first stock option incentive plan.
On January 26, 2018, after review and confirmation by Shenzhen Stock Exchange and Shenzhen Branch of China Securities Depository and Clearing Co., Ltd., the company completed the registration of stock options involved in the first stock option incentive plan (Revised Draft), with option abbreviation: Great Wall jlc1 and option Code: 037057.
On April 12, 2019, the company held the 17th meeting of the 7th board of directors and the 7th Meeting of the 7th board of supervisors, deliberated and adopted the proposal on adjusting the list of incentive objects, number of options and exercise price of stock option incentive plan and canceling some options. Due to the resignation of some incentive objects, the number of incentive objects was adjusted from 594 to 570, the number of stock options was adjusted from 44.1 million to 42.758 million, and 1.342 million were cancelled; As the company implemented the 2017 equity distribution plan, the exercise price was adjusted from 8.27 yuan / share to 8.21 yuan / share. The board of supervisors checked the list of incentive objects granted by the first phase of stock option incentive plan and gave their consent opinions. The independent directors gave their consent opinions on matters related to the adjustment and cancellation of some options in the first phase of stock option incentive plan.
On March 13, 2020, the company held the 34th meeting of the 7th board of directors and the 12th meeting of the 7th board of supervisors, deliberated and adopted the proposal on adjusting the list of incentive objects, number of options and exercise price of stock option incentive plan and canceling some options. Due to the resignation or death of the incentive object, the incentive object was adjusted from 570 to 540, the number of options was adjusted from 42.758 million to 40.235 million, and 2.523 million were cancelled; As the company implemented the 2018 equity distribution plan, the exercise price was adjusted from 8.21 yuan / share to 8.16 yuan / share. The board of supervisors checked the list of incentive objects granted by the first phase of stock option incentive plan and gave their consent opinions. The independent directors gave their consent opinions on matters related to the adjustment and cancellation of some options in the first phase of stock option incentive plan.
On April 17, 2020, the company held the 36th meeting of the 7th board of directors and the 13th meeting of the 7th board of supervisors, which deliberated and adopted the proposal on the failure to meet the exercise conditions and cancellation of relevant stock options in the first exercise period of the company’s stock option incentive plan and the proposal on adjusting the benchmarking enterprises of the stock option incentive plan. Due to the failure to fully meet the performance assessment objectives of the stock options granted by the company in the first exercise period, the first exercise period of the company’s first stock option incentive plan did not meet the exercise conditions. All 540 incentive objects were not allowed to exercise 1341176900 stock options corresponding to the exercisable stock options in 2018, which were cancelled by the company. After the cancellation was completed, The number of stock options granted but not exercised in the first phase of the company’s stock option incentive plan is 26823231; In order to ensure the rationality of benchmarking performance and maintain a certain sample size, starting from the existing main business, considering the similarity of the main business of the benchmarking enterprise and the industry level of its operating income and net profit scale, the list of benchmarking enterprises in the stock option incentive plan is adjusted by eliminating enterprises with special circumstances and selecting enterprises with high fit of main business, The total number of benchmarking enterprises has changed from 14 to 23. The independent directors expressed their independent opinions on the failure to meet the exercise conditions in the first exercise period of the company’s phase I stock option incentive plan, the cancellation of relevant stock options and the adjustment of the stock option incentive plan to the target enterprise.
On May 21, 2020, the company held the 2019 annual general meeting of shareholders, deliberated and adopted the proposal on adjusting the benchmarking enterprises of stock option incentive plan.
On January 18, 2021, the company held the 55th meeting of the 7th board of directors and the 21st Meeting of the 7th board of supervisors, deliberated and adopted the proposal on adjusting the list of incentive objects, number of options, exercise price and cancellation of some options in the first phase of stock option incentive plan. Due to the resignation, transfer and retirement of incentive objects, the number of incentive objects was adjusted from 540 to 526, the number of stock options was adjusted from 26.8232 million to 25.8019 million, and 1.0213 million were cancelled; As the company implemented the 2019 equity distribution plan, the exercise price was adjusted from 8.16 yuan / share to 8.073 yuan / share. The board of supervisors checked the list of incentive objects granted by the first phase of stock option incentive plan and gave their consent opinions. The independent directors gave their consent opinions on matters related to the adjustment and cancellation of some options in the first phase of stock option incentive plan.
On January 26, 2021, the company held the 56th meeting of the 7th board of directors and the 22nd Meeting of the 7th board of supervisors, deliberated and adopted the proposal on matters related to the exercise of the second exercise period of the first stock option incentive plan. The exercise conditions of the second exercise period of the first stock option incentive plan are met. In the second exercise period, the number of incentive objects that can exercise is 517, the number of stock options that can be exercised is 12.0339 million shares (finally, the registered share of China Securities Depository and Clearing Co., Ltd. Shenzhen branch shall prevail), the exercise price is 8.073 yuan / share, and the exercise method is independent exercise. The board of supervisors expressed its agreed verification opinions on the list and number of incentive objects involved in the second exercise period of the first phase of the stock option incentive plan, and the independent directors of the company issued their opinions on the second exercise period of the first phase of the stock option incentive plan
