About Sunwoda Electronic Co.Ltd(300207)
Legal opinion on 2022 restricted stock and stock option incentive plan (Draft)
11th and 12th floors, Taiping financial building, 6001 Yitian Road, Futian District, Shenzhen 518017, China
Tel: (0755) 88265288 Fax: (0755) 88265537
Email address (e-mail): [email protected]. Website: www.shujin.com cn.
Guangdong Xinda law firm
About Sunwoda Electronic Co.Ltd(300207)
Implementation of restricted stock and stock option incentive plan (Draft) in 2022
Legal opinion
Xdliz [2022] No. 005 to: Sunwoda Electronic Co.Ltd(300207)
Guangdong Xinda law firm (hereinafter referred to as “Xinda”) is entrusted by Sunwoda Electronic Co.Ltd(300207) (hereinafter referred to as “the company” or ” Sunwoda Electronic Co.Ltd(300207) “) to act as the special legal adviser of the company’s restricted stock and stock option incentive plan project in 2022 (hereinafter referred to as “this incentive plan” or “this incentive plan”). 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 measures for the administration of equity incentive of listed companies (hereinafter referred to as the “measures for the administration of incentive) Shenzhen Stock Exchange GEM Listing Rules (hereinafter referred to as “Listing Rules”), Shenzhen Stock Exchange GEM listed companies self regulatory guide No. 1 – business handling (hereinafter referred to as “self regulatory guide”) and other laws Laws and regulations, normative documents and relevant provisions of the Sunwoda Electronic Co.Ltd(300207) articles of Association (hereinafter referred to as the “articles of association”) issue legal opinions on matters related to the incentive plan.
In order to issue this legal opinion, Cinda hereby declares as follows:
1. This legal opinion is based on the relevant facts that have occurred or exist before the date of issuance of this legal opinion and the current laws, regulations and normative documents in China, and based on the understanding of Xinda lawyer on the relevant facts and the understanding of relevant laws, regulations and normative documents. 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 supporting documents or oral and written statements issued by relevant government departments, companies, units or individuals.
2. Xinda lawyer has strictly performed his statutory duties, followed the principles of diligence and good faith, and fully verified the legality and compliance of the company’s implementation of this incentive plan, so as to ensure that there are no false records, misleading statements and major omissions in this legal opinion.
3. During the investigation for issuing this legal opinion, the company promises Xinda that it has provided Xinda lawyers with the necessary documents for issuing this legal opinion and made oral or written statements on relevant matters; Its documents and oral or written statements are true, accurate, complete and effective without any concealment, false records, misleading statements or major omissions; The copy materials or copies provided by them are consistent and consistent with their original materials or originals; The signatures and seals on the documents and materials provided by him are true, and he has fulfilled the legal procedures necessary for signing such documents and materials and obtained legal authorization.
4. This legal opinion is only used by the company for the purpose of implementing this incentive plan. The company shall not use it for any other purpose without the written consent of Xinda.
5. Cinda agrees to take this legal opinion as a necessary legal document for the implementation of this incentive plan, report and publicly disclose it together with other application materials, and bear corresponding legal liabilities for this legal opinion according to law.
Based on the above statement, Xinda lawyer has legally verified and verified the relevant facts of the company’s incentive plan in accordance with the recognized business standards, ethics and the spirit of diligence in the lawyer industry, and issued this legal opinion.
1、 The company is qualified to implement the incentive plan
(I) the company is a listed company legally established and existing
The company is a joint stock limited company established by Shenzhen Sunwoda Electronic Co.Ltd(300207) Electronics Co., Ltd. With the approval of zjxk [2011] No. 481 document of China Securities Regulatory Commission, the company issued 47 million ordinary shares to the public for the first time and was listed on the gem of Shenzhen Stock Exchange on April 21, 2011. The stock is abbreviated as ” Sunwoda Electronic Co.Ltd(300207) ” and the stock code is “300207”.
The company now holds the business license with the unified social credit code of 91440300279446850j issued by Shenzhen market supervision and administration, and its domicile is 1 / F, 2 / F, A-B area, 2 / F, D area – 9 / F, complex building, No. 2, Yihe Road, Shilong community, Shiyan street, Bao’an District, Shenzhen; The registered capital is 17189572760 yuan; The legal representative is Wang Wei; The business scope is “general business items: software development and sales; laboratory testing and technical consulting services for lithium-ion batteries, batteries and battery packs; establishment of industries (specific projects will be reported separately); China’s commerce and material supply and marketing industry; import and export of goods and technology; general freight transportation. (the above items do not include items requiring pre-approval and prohibited by laws, administrative regulations and decisions of the State Council); Licensed business items: R & D, manufacturing and sales of batteries, chargers, instruments and meters, industrial equipment, automation equipment and production lines; R & D, manufacturing and sales of electronic products; R & D, manufacturing and sales of energy storage batteries and energy storage systems; R & D, production and sales of industrial protective articles and labor protective articles; R & D, production and sales of mobile base stations, communication equipment and electronic touch pens; R & D, production and sales of lithium ion battery materials, high-performance membrane materials and electrolyte materials “; The term of business is sustainable operation.
According to the written confirmation of the company and the public disclosure information of the national enterprise credit information publicity system and cninfo.com queried by Xinda lawyers, the company is a listed company established and effectively existing according to law, and there is no need to terminate according to laws, administrative regulations and the articles of association.
(II) the company does not have the situation that equity incentive shall not be implemented as stipulated in Article 7 of the incentive management measures
According to the audit report [2021] No. zi10048 issued by Lixin Certified Public Accountants (special general partnership) and the internal control assurance report [2021] No. zi10051 issued by Lixin certified public accountants, the company’s written confirmation and verification by Xinda lawyers, the company does not have the following circumstances that equity incentive shall not be implemented as stipulated in Article 7 of the incentive management measures:
1. An audit report with a negative opinion or unable to express an opinion on the financial and accounting report of the most recent fiscal year 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, the articles of association and public commitments within the last 36 months after listing;
4. Equity incentive is not allowed according to laws and regulations;
5. Other circumstances recognized by the CSRC.
After verification, Xinda lawyer believes that as of the date of issuance of this legal opinion, the company is a joint stock limited company legally established, effectively existing and listed on the gem of Shenzhen Stock Exchange, and there is no situation that it needs to be terminated in accordance with laws, regulations, normative documents and the articles of association, There is no case that equity incentive shall not be implemented as stipulated in Article 7 of the incentive management measures, and it is qualified to implement the incentive plan.
2、 Main contents of this incentive plan
At the 23rd Meeting of the 5th board of directors held on January 19, 2022, the company deliberated and adopted the proposal on the company’s incentive plan for restricted stocks and stock options in 2022 (Draft) and its summary, the proposal on the company’s administrative measures for the implementation and assessment of the incentive plan for restricted stocks and stock options in 2022, and Proposals related to this incentive plan, such as 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 and stock option incentive plan in 2022. In accordance with the relevant provisions of the incentive management measures, lawyer Xinda checked the contents of the Sunwoda Electronic Co.Ltd(300207) 2022 restricted stock and stock option incentive plan (Draft) (hereinafter referred to as the “incentive plan (Draft)”):
(I) purpose of this incentive plan
The purpose of the company’s implementation of this incentive plan is to further improve the corporate governance structure, establish and improve the company’s long-term incentive and restraint mechanism, attract and retain high-end talents, special talents introduced by the company and outstanding talents that the board of directors deems necessary to be encouraged, and fully mobilize the enthusiasm and creativity of the company’s core team, Effectively enhance the team cohesion and core competitiveness of the enterprise, effectively combine the interests of the company, shareholders and core team, make all parties pay common attention to the long-term development of the company, and ensure the realization of the company’s development strategy and business objectives. Lawyer Xinda believes that the incentive plan (Draft) clearly stipulates the purpose of implementing the incentive plan, which is in line with the provisions of item (I) of Article 9 of the incentive management measures.
(II) determination basis and scope of incentive objects
1. Legal basis and position basis for determining incentive objects
(1) Legal basis for determining incentive objects
The incentive objects of this incentive plan are determined in accordance with the company law, securities law, incentive management measures, listing rules, self regulatory guide and other relevant laws, regulations, normative documents and the articles of association, and in combination with the actual situation of the company.
(2) Job basis for determining incentive objects
The incentive objects of the incentive plan include some directors and senior managers of the company, as well as middle-level managers and core technology (business) backbone (including holding subsidiaries) that the board of directors of the Company deems necessary to be encouraged. The above incentive objects are managers who have a direct impact on the company’s business performance and future development, which is in line with the purpose of this incentive plan. The list of incentive objects shall be drawn up by the Remuneration Committee of the company and verified and determined by the board of supervisors of the company. 2. Scope and verification of incentive objects
(1) Scope of incentive objects
1) A total of 3306 incentive objects are granted for the first time in this incentive plan. include:
① Some directors and senior managers of the company;
② Middle managers and core technology (business) backbone (including holding subsidiaries) that the board of directors of the Company deems necessary to be encouraged.
Any of the above incentive objects does not include the company’s independent directors, supervisors, shareholders or actual controllers who individually or jointly hold more than 5% of the company’s shares and their spouses, parents and children.
The incentive objects involved in the incentive plan include some foreign employees, mainly because the foreign incentive objects of the company play an important role in the company’s strategic development, operation management, technology R & D, project construction, business expansion and corporate culture construction. The incentive plan will further promote the construction of the company’s core talent team and meet the actual situation and development needs of the company, It is conducive to the implementation of the company’s transformation and upgrading strategic objectives, the long-term healthy and sustainable development of the company, and the maintenance of the long-term interests of the company’s shareholders.
All incentive objects shall have employment or labor relations with the company (including subsidiaries) when the company grants rights and interests and within the assessment period specified in the incentive plan.
2) The incentive object of the reserved grant part shall be determined within 12 months after the incentive plan is considered and approved by the general meeting of shareholders. After the proposal of the board of directors, the explicit opinions of the independent directors and the board of supervisors, the professional opinions of lawyers and the legal opinions are issued, the company shall accurately disclose the relevant information of the current incentive object on the designated website in time as required. If the incentive object is not specified for more than 12 months, the reserved rights and interests shall become invalid.
(2) Verification of incentive objects
1) After the incentive plan is reviewed and approved by the board of directors, the name and position of the incentive object shall be publicized within the company through the company’s website or other channels before the general meeting of shareholders, and the publicity period shall not be less than 10 days;
2) The board of supervisors of the company shall review the list of incentive objects, fully listen to the publicity opinions, and disclose the review opinions of the board of supervisors on the list of incentive objects and the explanation of publicity five days before the general meeting of shareholders of the company deliberates the incentive plan. The list of incentive objects adjusted by the board of directors of the company shall also be verified by the board of supervisors of the company.
Xinda lawyer believes that the basis and scope for determining the incentive object have been specified in the incentive plan (Draft), which is in line with the provisions of Article 8 and item (II) of Article 9 of the incentive management measures.
(III) specific contents of the incentive plan
The incentive plan includes the second type of restricted stock incentive plan and stock option incentive plan. The two types of equity instruments will be granted after performing relevant procedures. The total stock rights and interests (class II restricted stocks and stock options) to be granted to the incentive objects in the incentive plan shall not exceed 25.78 million shares, accounting for about 1.50% of the total share capital of the company at the time of announcement of the incentive plan (Draft). Among them, 24.93 million equity shares were granted for the first time, accounting for 96.70% of the total granted under the plan, accounting for about 1.45% of the total share capital of the company at the time of announcement of the incentive plan (Draft); There are 850000 reserved granted rights and interests, accounting for 3.30% of the total granted rights and interests of the plan, and about 0.05% of the total share capital of the company at the time of announcement of the incentive plan (Draft).
1. Type II restricted stock incentive plan
(1) The stock source of the second type of restricted stock incentive plan
The second type of restricted stock involved in the incentive plan comes from the company’s directional issuance of A-Shares of the company’s common stock to the incentive object.
Xinda lawyer believes that the incentive plan (Draft) has specified the types and sources of class II restricted shares to be granted, which is in line with the provisions of Article 9 (III) and Article 12 of the incentive management measures.
(2) Number and distribution of class II restricted shares granted to incentive objects
The number of class II restricted shares to be granted by the company to the incentive objects is 8.59 million, accounting for about 0.50% of the company’s total share capital of 17189572760 shares on the announcement date of the incentive plan (Draft), of which 8.24 million shares are granted for the first time, accounting for about 95.93% of the total amount of restricted shares granted in the plan, About 0.48% of the company’s total share capital of 17189572760 shares at the time of announcement of the incentive plan (Draft); 350000 shares are reserved, accounting for about 30% of the plan
