Notice of Beijing Deheng Law Firm on Changying Xinzhi Technology Co.Ltd(002664) 2022 stock option incentive plan
Legal opinion
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Beijing Deheng Law Firm
About Changying Xinzhi Technology Co.Ltd(002664)
Of stock option incentive plan in 2022
Legal opinion
Deheng 01f20220124-01 to: Changying Xinzhi Technology Co.Ltd(002664)
Beijing Deheng Law Firm (hereinafter referred to as "the firm") is entrusted by Changying Xinzhi Technology Co.Ltd(002664) (hereinafter referred to as "002664}" or "the company") to issue this legal opinion on matters related to the company's 2022 stock option incentive plan (hereinafter referred to as "the incentive plan" or "the incentive plan").
In order to issue this legal opinion, our lawyers have reviewed the Changying Xinzhi Technology Co.Ltd(002664) 2022 stock option incentive plan (Draft) (hereinafter referred to as the "incentive plan (Draft)"), the measures for the administration of the implementation and assessment of Changying Xinzhi Technology Co.Ltd(002664) 2022 stock option incentive plan (hereinafter referred to as the "examination measures"), the relevant documents of the board of directors, the meeting documents of the board of supervisors Independent opinions of independent directors, written statements of the company and other documents that lawyers of the firm think need to be reviewed, and checked and verified the relevant facts and materials by querying the public information of government departments.
In order to issue this legal opinion, our lawyers have checked and verified the relevant documents and facts of the incentive plan in accordance with the provisions of relevant laws, administrative regulations, normative documents and the requirements of our business rules and in the principle of prudence and importance.
For the issuance of this legal opinion, our lawyer hereby makes the following statement:
1. Our lawyers have been guaranteed by Changying Xinzhi Technology Co.Ltd(002664) in the process of work: that is, the company has provided our lawyers with the original written materials, copies and oral testimony that our lawyers believe are necessary for the preparation of legal opinions, and the documents and materials provided are true, complete and effective, without concealment, falsehood and major omissions.
2. The facts that have occurred or existed before the date of issuance of this legal opinion and the current laws and regulations 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 other countries To express legal opinions on normative documents and relevant provisions of the CSRC.
3. For the fact that this legal opinion is very important and cannot be supported by independent evidence, our lawyers rely on the supporting documents issued by relevant government departments, Changying Xinzhi Technology Co.Ltd(002664) or other relevant units and the publicly available information of the competent department as the basis for making this legal opinion.
4. In accordance with the provisions of the securities law, the measures for the administration of securities legal business of law firms and the rules for the practice of securities legal business of law firms (for Trial Implementation), as well as the facts that have occurred or exist before the date of issuance of this legal opinion, the firm and its handling lawyers have strictly performed their statutory duties and followed the principles of diligence and good faith, Sufficient verification and verification have been carried out to ensure that the facts identified in this legal opinion are true, accurate and complete, the concluding opinions issued are legal and accurate, and there are no false records, misleading statements or major omissions, and bear corresponding legal liabilities.
5. This legal opinion only expresses legal opinions on legal issues in China related to this incentive plan. The firm and its handling lawyers are not qualified to express professional opinions on accounting, auditing and other non legal professional matters and overseas legal matters. When accounting and audit matters are involved in this legal opinion, they are quoted in strict accordance with the professional documents and Changying Xinzhi Technology Co.Ltd(002664) instructions issued by relevant intermediaries. Such quotations do not mean that the exchange makes any express or implied guarantee for the authenticity and accuracy of the contents quoted. The institute does not have the appropriate qualification to verify and evaluate the contents of these documents; Our lawyers have only performed the general duty of care of ordinary people for such non legal professional matters.
6. Our lawyer agrees to take this legal opinion as a necessary legal document for Changying Xinzhi Technology Co.Ltd(002664) this incentive plan.
7. This legal opinion is only for Changying Xinzhi Technology Co.Ltd(002664) the purpose of this incentive plan and shall not be used for any other purpose.
In accordance with the company law, the securities law, the measures for the administration of equity incentive of listed companies (Order No. 148 of China Securities Regulatory Commission, hereinafter referred to as the "administrative measures"), the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - business handling (hereinafter referred to as the "self regulatory guidelines"), and other laws According to the relevant provisions of regulations and normative documents, the following legal opinions are issued:
1、 Conditions for the company to implement incentive plan
(I) the company is a joint stock limited company established according to law and listed on the Shenzhen Stock Exchange
Changying Xinzhi Technology Co.Ltd(002664) now holds the business license with the unified social credit code of "91330000148247018r" issued by Zhejiang market supervision and administration on December 11, 2017. After verification by our lawyers, Changying Xinzhi Technology Co.Ltd(002664) 2020 annual report has been publicized. As of the issuance date of this legal opinion, according to the business license, the contents of the company's announcement and the query of the national enterprise credit information publicity system, the basic information of Changying Xinzhi Technology Co.Ltd(002664) is as follows:
Enterprise name Changying Xinzhi Technology Co.Ltd(002664)
Address: No. 28, qiansuoxinzhi Road, Jiaojiang District, Taizhou City
Legal representative: Yin Wei
Registered capital: 403.88 million yuan
Other types of joint stock limited companies (listed)
Freight: Ordinary freight (see road transportation operation license for details). Automobile motor R & D and manufacturing; Business scope: R & D, manufacturing and processing of electric vehicle accessories; R & D, design and manufacturing of automobile molds, R & D and manufacturing of air conditioning compressors, R & D and manufacturing of elevator motors; R & D and manufacturing of motors and accessories. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Date of establishment: July 14, 1990
Business term: July 14, 1990 to no fixed term
Existence of registration status (in business, in business, registered)
After verification, our lawyers believe that Changying Xinzhi Technology Co.Ltd(002664) is a joint stock limited company registered and established according to law and approved by the CSRC to be listed on the Shenzhen stock exchange according to law, and the 2020 annual report has been publicized.
According to relevant laws, regulations, rules, normative documents, the articles of association of Changying Xinzhi Technology Co.Ltd(002664) (hereinafter referred to as "the articles of association") and Changying Xinzhi Technology Co.Ltd(002664) publicly disclosed information, and through the lawyer of this firm, inquire the national enterprise credit information publicity system（ http://www.gsxt.gov.cn./index.html , query time: January 24, 2022), Changying Xinzhi Technology Co.Ltd(002664) effectively exists according to law, and there is no need to terminate according to laws, regulations and the articles of association. It has the subject qualification to implement the incentive plan.
(II) the company does not have the situation that equity incentive is not allowed according to Article 7 of the management measures
According to the audit report dhsz [2021] No. 007750 issued by Dahua Certified Public Accountants (special general partnership) Dahuhezi [2020] No. 004331 internal control audit report and the company's 2020 annual report, 2019 annual report, 2018 annual report, 2020 internal control self-evaluation report and 2019 internal control self-evaluation report have been audited by our lawyers, The company does not have the situation that equity incentive shall not be implemented as stipulated in Article 7 of the management measures:
1. The financial 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;
Audit reports expressing opinions;
3. Failure to distribute profits in accordance with laws and regulations, articles of association and public commitments in the last 36 months after listing;
4. Equity incentive is prohibited by laws and regulations;
5. Other circumstances recognized by the CSRC.
After verification, our lawyers believe that Changying Xinzhi Technology Co.Ltd(002664) is a joint stock limited company established and existing according to law, and its shares have been listed and traded in Shenzhen stock exchange according to law. As of the date of issuance of this legal opinion, there is no situation that equity incentive is not allowed according to Article 7 of the administrative measures, which meets the conditions for equity incentive specified in the administrative measures.
2、 Contents of this incentive plan
On January 24, 2022, the 17th meeting of the Fourth Board of directors of the company deliberated and approved the proposal on the company's 2022 stock option incentive plan (Draft) and its summary, the proposal on the measures for the implementation and assessment of the company's 2022 stock option incentive plan and other proposals.
(I) items specified in this incentive plan
After reviewing the incentive plan (Draft), the incentive plan clearly stipulates or explains the following matters: the purpose and principle of implementing the incentive plan, the management organization of the incentive plan, the basis and scope of determining the incentive object, the rights and interests to be granted by the incentive plan, the list of incentive objects and the distribution of rights and interests to be granted, the validity period, grant date, and Waiting period, vesting date and lock up period, exercise price and determination method of stock option, grant and exercise conditions of stock option, adjustment method and procedure of incentive plan, accounting treatment of stock option, implementation, grant, exercise, change and termination procedure of incentive plan, and respective rights and obligations of the company / incentive object, Handling of changes in the company / incentive object, etc.
After verification, our lawyers believe that the matters specified in the incentive plan (Draft) comply with the provisions of Article 9 of the administrative measures.
(II) specific contents of this incentive plan
According to the incentive plan (Draft), this incentive plan is a stock option incentive plan. The specific contents are as follows:
1. Purpose of this incentive plan
According to the incentive plan (Draft), The purpose of this incentive plan is to "further establish and improve the company's long-term incentive and restraint mechanism, attract and retain excellent talents, and fully mobilize the directors, middle and senior managers and core technology (business) of the company (including consolidated statement subsidiaries) The enthusiasm of the backbone effectively combines the interests of shareholders, the company and the personal interests of the core team, so that all parties can jointly pay attention to the long-term development of the company ".
The lawyers of the firm believe that the incentive plan of the company defines the implementation purpose and complies with the provisions of item (I) of Article 9 of the management measures.
2. Determination basis and scope of incentive objects in this incentive plan
(1) Determination basis of incentive object
According to the incentive plan (Draft), the legal basis for determining the incentive objects of the incentive plan is "the company law, the securities law, the administrative measures, the self regulatory guide and other relevant laws, regulations, normative documents and the relevant provisions of the articles of association", The job basis is "directors, middle and senior managers and core technology (business) backbone of the company (including consolidated statement subsidiaries) (excluding independent directors, supervisors and shareholders or actual controllers who individually or jointly hold more than 5% of the shares of the company and their spouses, parents and children)".
(2) Scope of incentive objects
There are 125 incentive objects in this incentive plan, including directors, middle and senior managers and the core technology (business) backbone of the company. The incentive objects involved in this incentive plan do not include 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. All incentive objects must have employment or labor relations with the company or its holding subsidiaries within the assessment period of the incentive plan.
(3) Verification of incentive objects
① After the incentive plan is reviewed and approved by the board of directors, the company will publicize the names and positions of incentive objects internally for a period of no less than 10 days.
② The board of supervisors of the company will review the list of incentive objects, fully listen to the publicity opinions, and disclose the explanation of the board of supervisors on the review and publicity of the list of incentive objects 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.
Lawyers of the firm believe that the incentive plan has defined the basis and scope for determining the incentive object, which is in line with the provisions of Article 8 and item (II) of Article 9 of the management measures.
3. Performance appraisal of this incentive plan
According to the incentive plan (Draft), the company has set the conditions for the grant and exercise of stock options in this incentive plan, and set the performance evaluation indicators including the company's performance indicators and the individual performance indicators of the incentive object. The company has disclosed the performance evaluation indicators in detail in the evaluation measures of the incentive plan (Draft), It also fully disclosed the scientificity and rationality of the setting of performance appraisal indicators, which is in line with the provisions of Articles 10 and 11 of the management measures.
4. The source and quantity of the underlying shares involved in the equity to be granted
According to the incentive plan (Draft), the source of the subject stock under the incentive plan is the company's RMB A-share common stock issued by the company to the incentive object, which complies with the provisions of Article 12 of the administrative measures.
According to the incentive plan (Draft), the incentive plan plans to grant a total of 6.055 million stock options to incentive objects, accounting for about 1.49% of the company's total share capital of 403.88 million shares at the time of announcement of the draft plan. Under the condition of meeting the exercise conditions, each stock option granted to the incentive object has the right to purchase one share of the company's shares at the exercise price within the validity period. This grant is a one-time grant without reserved rights and interests.
Our lawyers believe that the incentive plan (Draft) stipulates the source, quantity and percentage of the underlying shares in the total share capital of the listed company, which is in line with article of the administrative measures
