Notice of Beijing Zhonglun (Shenzhen) law firm on the adjustment and initial grant of restricted stock incentive plan in Keshun Waterproof Technologies Co.Ltd(300737) 2021
Legal opinion
January 2002
Beijing Zhonglun (Shenzhen) law firm
About Keshun Waterproof Technologies Co.Ltd(300737)
Restricted stock incentive plan for 2021
Matters related to adjustment and initial grant
Legal opinion
To: Keshun Waterproof Technologies Co.Ltd(300737)
Beijing Zhonglun (Shenzhen) law firm has accepted the entrustment of Keshun Waterproof Technologies Co.Ltd(300737) (hereinafter referred to as ” Keshun Waterproof Technologies Co.Ltd(300737) ” or “the company”) to act as the special legal adviser for Keshun Waterproof Technologies Co.Ltd(300737) on matters related to the implementation of the 2021 restricted stock incentive plan (hereinafter referred to as “the equity incentive plan”). In accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”) and the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”) The measures for the administration of equity incentive of listed companies (hereinafter referred to as the “measures”) and other relevant laws, regulations and normative documents issued by the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”) and the provisions of the Keshun Waterproof Technologies Co.Ltd(300737) articles of Association (hereinafter referred to as the “articles of association”), Issue a legal opinion (hereinafter referred to as “the legal opinion”) on Keshun Waterproof Technologies Co.Ltd(300737) adjustment and initial grant of restricted shares in accordance with the provisions of the 2021 restricted stock incentive plan (Draft) (hereinafter referred to as “the equity incentive plan”).
With regard to the documents, materials and statements provided by the company, we and our lawyers have obtained the following guarantee from the company: the company has provided the original written materials, copies, copies, confirmation letters or certificates required by Zhonglun to issue legal opinions; The documents and materials provided by the company to Zhonglun are true, accurate, complete and effective without concealment, falsehood and major omissions. If the documents and materials are copies or duplicates, they are consistent with the original.
In order to issue this legal opinion, our lawyer hereby makes the following statement:
1. This legal opinion is issued in accordance with applicable Chinese laws, regulations and normative documents based on the facts that have occurred or existed before the date of issuance of this legal opinion.
2. Our firm and our lawyers’ understanding of the relevant facts involved in this legal opinion ultimately depends on the documents, materials and statements provided by the company to our firm and our lawyers, and the company has guaranteed its authenticity, accuracy and completeness to our firm and our lawyers.
3. This legal opinion only expresses opinions on the legal issues related to the adjustment of the equity incentive plan and the first grant, and does not express opinions on the accounting, finance and other non legal professional matters involved. When quoting relevant financial data or conclusions in this legal opinion, the exchange has fulfilled the necessary duty of care, but such quoting shall not be deemed to make any express or implied guarantee for the authenticity and accuracy of these data and conclusions. For the fact that it is very important to issue this legal opinion and cannot be supported by independent evidence, the exchange relies on the instructions or supporting documents issued by relevant government departments, Keshun Waterproof Technologies Co.Ltd(300737) or other relevant units to issue legal opinions.
4. The exchange and its lawyers agree to submit and disclose the legal opinion as a necessary legal document for the company to implement the adjustment of the equity incentive plan and the relevant matters of the first grant together with other materials.
5. The firm and its lawyers agree that the company shall quote the relevant contents of this legal opinion in the documents prepared by the company for the implementation of the adjustment of this equity incentive plan and related matters of the first grant. However, when the company makes the above quotation, it shall not cause legal ambiguity or misinterpretation due to the quotation. The company has the right to review and confirm the corresponding contents of the above relevant documents again.
6. This legal opinion is only used by the company for the purpose of implementing the adjustment and initial grant of this equity incentive plan. It shall not be used for any other purpose without the written consent of the exchange and its lawyers.
Based on the above, the firm and its handling lawyers, in accordance with relevant laws, regulations, rules and relevant provisions of the CSRC, and in accordance with the recognized business standards, ethics and diligence spirit of the lawyer industry, issue the following legal opinions:
1、 Adjustment of the equity incentive plan and reasons for the first grant
According to the information and instructions provided by the company, the reasons for the adjustment of the equity incentive plan are as follows:
1. Among the incentive objects granted for the first time, 32 incentive objects voluntarily give up the subscription of restricted shares to be granted to them by the company due to resignation or personal reasons. The incentive objects granted for the first time are adjusted from 391 to 359, the number of restricted shares to be granted for the first time is adjusted from 17.44 million to 16 million, and the number of reserved restricted shares is adjusted from 2.56 million to 4 million.
2. In order to improve the challenge of performance assessment objectives and give full play to the enthusiasm of incentive objects, the “company level performance assessment requirements” of the company’s equity incentive plan are adjusted. The original net profit index of the company was “the net profit in 2021 is the net profit attributable to the shareholders of the listed company after deducting non recurring profits and losses”, After adjustment, it is changed to “the net profit in 2021 is the net profit attributable to the shareholders of the listed company after deducting non recurring profits and losses and deducting the influence of bad debt reserves of accounts receivable (including accounts receivable and notes receivable) withdrawn individually in the current year of 2021”.
2、 The adjustment of the equity incentive plan and the approval and authorization of the first grant
On November 25, 2021, the company held the third extraordinary general meeting of shareholders in 2021, The proposal on the company’s 2021 restricted stock incentive plan (Draft) and its summary, the proposal on the 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 2021 restricted stock incentive plan were reviewed and adopted, The general meeting of shareholders of the company authorizes the board of directors to handle the following matters related to the company’s restricted stock incentive plan:
1. The general meeting of shareholders of the company authorizes the board of directors to be responsible for the following matters for the specific implementation of the equity incentive plan:
(1) Authorize the board of directors to determine the grant date of the restricted stock incentive plan;
(2) Authorize the board of directors to adjust the number of restricted shares in accordance with the methods specified in the restricted stock incentive plan when the company has matters such as conversion of capital reserve into share capital, distribution of stock dividends, stock subdivision or reduction, allotment, etc;
(3) Authorize the board of directors to adjust the granting price and attribution price of restricted shares according to the methods specified in the restricted stock incentive plan when the company has matters such as conversion of capital reserve into share capital, distribution of stock dividends, stock subdivision or reduction, allotment and dividend distribution;
(4) Authorize the board of directors to grant restricted shares to the incentive object when the incentive object meets the conditions and handle all matters necessary for the grant of restricted shares, including signing relevant agreements or confirmation documents with the incentive object;
(5) Authorize the board of directors to review and confirm the vesting qualification and vesting conditions of the restricted shares obtained by the incentive object, and agree that the board of directors will authorize the remuneration and assessment committee to exercise this right;
(6) Authorize the board of directors to decide whether the incentive object can belong;
(7) Authorize the board of directors to handle all matters necessary for the ownership of incentive objects, including but not limited to applying to the stock exchange for transfer, issuance and registration, and applying to the clearing company for relevant registration and settlement business; (8) Authorize the board of directors to handle matters related to restricted shares that have not yet been vested;
(9) Authorize the board of directors to handle the change and termination of the incentive plan according to the provisions of the company’s restricted stock incentive plan in 2021, including but not limited to canceling the ownership qualification of the incentive object and canceling the restricted stock that has not been owned by the incentive object;
(10) Authorize the board of directors to manage and adjust the company’s restricted stock 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 go through the formalities of examination and approval, registration, filing, approval and consent to the restricted stock incentive plan with relevant governments and institutions; Sign, implement, modify and complete the documents submitted to relevant governments, institutions, organizations and individuals; And do all acts and matters that it deems necessary, appropriate or appropriate in connection with this incentive plan;
(12) Authorize the board of directors to appoint financial advisers, receiving banks, accountants, lawyers, securities companies and other intermediaries for the implementation of the restricted stock incentive plan;
(13) Authorize the board of directors to sign and execute any agreement related to this restricted stock incentive plan and other relevant agreements;
(14) Authorize the board of directors to implement other necessary matters required by the restricted stock incentive plan, except for the rights to be exercised by the general meeting of shareholders specified in relevant documents;
(15) The general meeting of shareholders of the company shall agree that the period of authorization to the board of directors shall be consistent with the validity of this restricted stock incentive plan. For the above authorized matters, except for those clearly specified in laws, administrative regulations, rules of the CSRC, normative documents, this equity incentive plan or the articles of association to be adopted by the board of directors, other matters can be directly exercised by the chairman of the board of directors or an appropriate person authorized by him on behalf of the board of directors.
On January 17, 2022, the company held the 10th meeting of the third board of directors, The proposal on adjusting the relevant matters of the restricted stock incentive plan in 2021, the proposal on Amending the company’s restricted stock incentive plan in 2021 and some of its abstract terms, the proposal on granting restricted shares to incentive objects for the first time, and the proposal on Amending the company’s measures for the implementation and assessment of the restricted stock incentive plan in 2021 were reviewed and approved 。 The board of directors agreed to adjust the equity incentive plan. After the adjustment, the number of incentive objects granted for the first time was adjusted from 391 to 359. The total number of restricted shares to be granted in the incentive plan remained unchanged, of which the number of restricted shares to be granted for the first time was adjusted from 17.44 million to 16 million, and the number of reserved restricted shares was adjusted from 2.56 million to 4 million. According to the relevant provisions of the management measures and the equity incentive plan and the authorization of the third extraordinary general meeting of the company in 2021 to the board of directors, the board of Directors considers that the grant conditions specified in the company’s restricted stock incentive plan in 2021 have been met, and agrees to take January 17, 2022 as the grant date, 16 million restricted shares were granted to 359 eligible incentive objects (excluding the reserved part) for the first time. The board of directors of the company also agrees that the company will revise the relevant contents of the equity incentive plan and relevant documents, and believes that this time, the company will revise the equity incentive plan and some provisions of its abstract, as well as the administrative measures for the assessment of the restricted stock incentive plan in 2021, Comply with the provisions of relevant laws, regulations and normative documents such as the company law, the securities law, the administrative measures, the guide for business handling of companies listed on the gem No. 5 – equity incentive. The changed scheme is more challenging, which is conducive to fully mobilize the enthusiasm of incentive objects. There is no situation that leads to accelerated exercise or early lifting of sales restrictions, and there is no situation that reduces the exercise price or grant price, which is in line with the interests of the listed company and all shareholders.
The independent directors of the company have expressed clear and affirmative independent opinions on the above related matters.
On the same day, the company held the ninth meeting of the third board of supervisors, The proposal on adjusting matters related to the restricted stock incentive plan in 2021, the proposal on granting restricted shares to incentive objects for the first time, the proposal on Amending the company’s restricted stock incentive plan in 2021 and some of its abstract terms, and the proposal on Amending the company’s measures for the implementation and assessment of the restricted stock incentive plan in 2021 were reviewed and approved 。 The board of supervisors believes that the adjustment of the number of incentive objects and the number of restricted shares granted for the first time in the company’s restricted stock incentive plan in 2021 complies with the administrative measures and other relevant laws, regulations and normative documents, as well as the relevant provisions of the company’s equity incentive plan, and the adjustment procedure is legal and compliant, The incentive objects granted for the first time after adjustment meet the incentive object conditions specified in the management measures, equity incentive plan and other relevant laws and regulations. Their subject qualification as the incentive object of this incentive plan is legal and effective, and there is no damage to the interests of the company and all shareholders. They agree to adjust this incentive plan of the company. The board of supervisors also believes that the revision of the company’s equity incentive plan and some provisions of its abstract and the simultaneous revision of the administrative measures for the assessment of restricted stock incentive plan in 2021 comply with the provisions of relevant laws, regulations and normative documents such as the company law, the securities law, the administrative measures, the guide for business handling of GEM listed companies No. 5 – equity incentive. The changed scheme is more challenging, which is conducive to fully mobilize the enthusiasm of incentive objects. There is no situation that leads to accelerated exercise or early lifting of sales restrictions, and there is no situation that reduces the exercise price or grant price, which is in line with the interests of the listed company and all shareholders.
The board of supervisors considered that the conditions for the first grant of the company’s equity incentive plan had been met, agreed to take January 17, 2022 as the grant date, verified whether the incentive objects met the grant list, and considered that:
1. In view of the fact that 32 of the first granted incentive objects involved in the company’s equity incentive plan voluntarily give up the subscription of restricted shares to be granted to them by the company due to resignation or personal reasons. According to the management measures, equity incentive plan and other relevant provisions and the authorization of the third extraordinary general meeting of shareholders in 2021, the board of directors of the company adjusted the incentive objects and the number of restricted shares granted for the first time in the incentive plan. After the adjustment, the number of incentive objects granted for the first time in the incentive plan will be adjusted from 391 to 359, and the total number of restricted shares to be granted in the incentive plan will remain unchanged. The number of restricted shares to be granted for the first time will be adjusted from 17.44 million shares to 16 million shares, and the number of reserved restricted shares will be adjusted from 2.56 million shares to 4 million shares. In addition to the above adjustments, the list of incentive objects and the number of restricted shares granted by the company this time are consistent with the list of incentive objects and the number of restricted shares granted in the equity incentive plan and its summary deliberated and approved by the third extraordinary general meeting of shareholders in 2021, and the incentive standards are consistent without difference.
2. The incentive objects to be granted restricted shares this time have the qualifications specified in the company law, the articles of association and other laws, regulations and normative documents, and comply with the management measures and equity incentive plan
