Shanghai jintiancheng law firm
About Zhejiang Narada Power Source Co.Ltd(300068)
Cancellation of restricted stock and stock option incentive plan in 2019 matters related to stock options not exercised in the first exercise period of stock options
Legal opinion
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Shanghai jintiancheng law firm
About Zhejiang Narada Power Source Co.Ltd(300068)
Cancellation of 2019 restricted stock and stock option incentive plan
Matters related to stock options not exercised in the first exercise period of stock options
Legal opinion
To: Zhejiang Narada Power Source Co.Ltd(300068)
Shanghai jintiancheng law firm (hereinafter referred to as “jintiancheng” or “the firm”) has accepted the entrustment of Zhejiang Narada Power Source Co.Ltd(300068) (hereinafter referred to as ” Zhejiang Narada Power Source Co.Ltd(300068) ” or “the company”) to act as the special legal adviser on matters related to the implementation of the 2019 restricted stock incentive plan (hereinafter referred to as “the incentive plan”). Entrusted by Zhejiang Narada Power Source Co.Ltd(300068) , jintiancheng issued this legal opinion on relevant legal matters related to the cancellation of stock options not exercised in the first exercise period of stock options of 2019 restricted stock and stock option incentive plan (hereinafter referred to as “this cancellation”).
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”), the measures for the administration of equity incentive of listed companies (hereinafter referred to as the “administrative measures”) and other relevant laws, regulations and normative documents, in accordance with the business standards recognized by the lawyer industry This legal opinion is issued for the cancellation of the company in the spirit of ethics and diligence.
In order to issue this legal opinion, our lawyers have reviewed the Zhejiang Narada Power Source Co.Ltd(300068) 2019 restricted stock and stock option incentive plan (Draft) (hereinafter referred to as the “incentive plan”) and its abstract, and the administrative measures for the examination of the implementation of Zhejiang Narada Power Source Co.Ltd(300068) 2019 restricted stock and stock option incentive plan (hereinafter referred to as the “administrative measures for assessment”) Relevant documents of the board of directors, meeting documents of the board of supervisors, independent opinions of independent directors and other documents deemed necessary by our lawyers, and checked and verified the relevant facts and materials by querying the public information of government departments.
For this legal opinion, the office and the handling lawyer hereby make the following statement:
1. The firm and its handling lawyers express legal opinions based on the facts that have occurred or exist before the date of issuance of this legal opinion in accordance with the provisions of laws and regulations such as the company law, the securities law, the administrative measures, the administrative measures for the engagement of securities legal business by law firms, the practicing rules for securities legal business of law firms (for Trial Implementation), and the date of issuance of this legal opinion.
2. The firm and its handling lawyers have strictly performed their statutory duties in accordance with the provisions of relevant laws and regulations, followed the principles of diligence and good faith, and conducted sufficient verification and verification 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 responsibilities.
3. The firm and the handling lawyer only express opinions on the legal matters related to the cancellation of the company, and do not express opinions on professional matters such as accounting and auditing. The firm and the handling lawyer do not have the legal qualification to check and judge these professional matters. The statements and data related to such professional matters or the references to the contents of professional reports such as accounting reports and audit reports in this legal opinion by the office and the handling lawyer do not mean that the office and the handling lawyer make any express or implied guarantee for the authenticity and effectiveness of these references.
4. The company has guaranteed that the information, documents or materials related to this legal opinion provided to the exchange are true, accurate, complete and effective, and there are no false records, misleading statements or major omissions; If the documents are copies or copies, the contents are consistent with the original or the original; The signatories of all documents have full civil capacity, and their signing has been properly and effectively authorized; The signatures and seals on all documents or materials are authentic.
5. For the fact that this legal opinion is very important and cannot be supported by independent evidence, the office and the handling lawyer rely on the certificates or confirmation documents issued or provided by relevant government departments, relevant units or relevant persons and the publicly available information of the competent department to express legal opinions. Such certificates, confirmation documents or information are true, effective, complete The accuracy shall be borne by the unit or person issuing such certificate, confirmation document or publishing such public information.
6. The exchange agrees to take this legal opinion as a necessary legal document for the cancellation of the company, report it to Shanghai stock exchange together with other materials and make relevant information disclosure.
7. This legal opinion is only for the purpose of this cancellation of the company and shall not be used for any other purpose without the written consent of the exchange.
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1、 Implementation of this incentive plan and authorization and approval of this cancellation
After verification by the lawyers of the firm, the implementation of the 2019 restricted stock incentive plan involved in the cancellation of the company is as follows:
1. On November 15, 2019, the company held the 8th meeting of the 7th board of directors, The proposal on the company’s 2019 restricted stock and stock option incentive plan (Draft) and its summary, the proposal on the management measures for the implementation and assessment of the company’s 2019 restricted stock and stock option incentive plan, and the proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to the equity incentive plan were reviewed and approved Proposal on convening the second extraordinary general meeting of shareholders in 2019. The independent directors of the company expressed independent opinions on whether the incentive plan is conducive to the sustainable development of the company and whether there is any situation damaging the interests of the company and all shareholders, and solicited entrusted voting rights from all shareholders on the incentive plan; Relevant proposals were deliberated and adopted at the 8th meeting of the 6th board of supervisors of the company. 2. On November 18, 2019, the company opened the website at www.cn.info.com.cn The list of incentive objects of the 2019 restricted stock and stock option incentive plan was announced on the website, and the names and positions of the incentive objects of the equity incentive plan were publicized through the company’s internal website. The publicity period was from November 18, 2019 to November 27, 2019. After the expiration of the publicity period, the board of supervisors of the company did not receive any objection related to the incentive objects of the incentive plan. On November 28, 2019, the company disclosed the verification opinions and publicity statement of the board of supervisors on the list of incentive objects of the 2019 restricted stock and stock option incentive plan.
3. On December 3, 2019, The second extraordinary general meeting of the company in 2019 deliberated and passed the proposal on the company’s 2019 restricted stock and stock option incentive plan (Draft) and its summary, and the proposal on the company’s measures for the implementation and assessment of the company’s 2019 restricted stock and stock option incentive plan Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the equity incentive plan. The company’s implementation of the 2019 restricted stock and stock option incentive plan was approved, and the board of directors was authorized to determine the grant date, grant restricted stock and stock option to the incentive object when the incentive object meets the conditions, and handle all matters necessary for the grant. After the shareholders’ meeting deliberated and approved the equity incentive plan and relevant proposals, the company disclosed the announcement of the resolution of the shareholders’ meeting, the equity incentive plan deliberated and approved by the shareholders’ meeting and the company’s self inspection report on the insider information of the 2019 restricted stock and stock option incentive plan and the purchase and sale of the company’s shares by the incentive object on December 4, 2019.
4. On December 4, 2019, the ninth meeting of the seventh board of directors and the ninth meeting of the sixth board of supervisors deliberated and adopted the proposal on granting restricted shares and stock options to incentive objects. The independent directors of the company expressed independent opinions on this and believed that the subject qualification of the incentive object was legal and effective, and the determined grant date met the relevant provisions.
5. On January 15, 2020, the company disclosed the announcement on the completion of the registration of the grant of restricted shares under the 2019 restricted stock and stock option incentive plan. The grant object of the company’s restricted shares this time is 27 people, 9500000 shares are granted, and the listing date is January 20, 2020.
6. On January 22, 2021, the company held the 20th meeting of the 7th board of directors and the 18th meeting of the 6th board of supervisors respectively, deliberated and adopted the proposal on the achievement of lifting the conditions for the first lifting of restricted shares in the company’s restricted stock and stock option incentive plan in 2019. In accordance with the measures for the administration of equity incentive of listed companies, the company’s 2019 restricted stock and stock option incentive plan (Draft) and other relevant provisions, as well as the authorization of the company’s second extraordinary general meeting in 2019, and in combination with the company’s achieved performance in 2019 and the individual performance evaluation results of each incentive object, The board of directors considered that the conditions for lifting the restrictions on the sale of restricted shares in the first lifting period of the company’s restricted shares and stock option incentive plan in 2019 had been met, and agreed that the company would lift the restrictions on the sale of 4750000 restricted shares held by 27 incentive objects, and handle the corresponding lifting procedures. The independent directors of the company expressed independent opinions on this.
7. On April 26, 2021, the company held the 22nd Meeting of the 7th board of directors and the 20th meeting of the 6th board of supervisors respectively, deliberated and adopted the proposal on cancellation of stock options and repurchase and cancellation of restricted shares. According to the relevant provisions of the 2019 restricted stock and stock option incentive plan (Draft), through the audit of Tianjian Certified Public Accountants (special general partnership), the conditions for exercise / lifting of restrictions in the second exercise / restriction period of the company’s 2019 restricted stock and stock option incentive plan were not fulfilled, and the company cancelled 366 incentive objects, totaling 9.91 million stock options, Repurchase and cancel a total of 4.75 million restricted shares of 27 incentive objects. The independent directors of the company expressed independent opinions on this.
8. The company held the 23rd Meeting of the 7th board of directors and the 21st Meeting of the 6th board of supervisors on July 15, 2021. The meeting deliberated and adopted the proposal on adjusting the exercise price of stock options in the 2019 restricted stock and stock option incentive plan. As the company implemented the 2020 annual equity distribution plan, According to the relevant provisions of the company’s 2019 restricted stock and stock option incentive plan (Draft) and the authorization of the second extraordinary general meeting of shareholders in 2019, the board of directors of the company adjusted the exercise price of stock options involved in the company’s stock option incentive plan. The company adjusted the exercise price of some stock options granted but not yet exercised from 10.86 yuan / share to 10.82 yuan / share.
9. On January 25, 2022, the company held the 28th meeting of the 7th board of directors and the 26th meeting of the 6th board of supervisors, deliberated and approved the proposal on cancellation of stock options not exercised during the first exercise period of stock options of the 2019 restricted stock and stock option incentive plan, and the company decided to cancel 30000 stock options not exercised. The independent directors of the company expressed clear consent to the above proposal.
In conclusion, our lawyers believe that as of the date of issuance of this legal opinion, the cancellation of the company has obtained the necessary authorization and approval at this stage, which is in line with the relevant provisions of the management measures and the incentive plan.
2、 Reason and quantity of this cancellation
The first exercise period of the company’s stock option incentive plan is from January 14, 2021 to December 30, 2021, and the number of exercisable stock options in this exercise period is 9.91 million. As of December 30, 2021, the actual number of stock options exercised by incentive objects is 9.88 million, and the number of stock options not exercised is 30000. According to the relevant provisions of the company’s incentive plan, this part of stock options that are not exercised within the exercise period shall be cancelled by the company. The company still needs to apply to China Securities Depository and Clearing Co., Ltd. Shenzhen Branch for the cancellation of the above stock options in accordance with relevant regulations.
3、 Concluding observations
To sum up, our lawyers believe that as of the date of issuance of this legal opinion, the cancellation of the company has fulfilled the necessary legal procedures at this stage, in line with the provisions of the company law, the securities law, the administrative measures, the articles of association and the incentive plan, The company still needs to go through the cancellation registration procedures and perform the obligation of information disclosure according to the progress of cancellation registration.
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(there is no text on this page, which is about Zhejiang Zhejiang Narada Power Source Co.Ltd(300068) Power Co., Ltd. by Shanghai jintiancheng law firm
The company cancelled the outstanding shares in the first exercise period of stock options under the 2019 restricted stock and stock option incentive plan
(signature page of legal opinion on matters related to options)
Handling lawyer of Shanghai jintiancheng law firm:
Sun Yushun
Person in charge: Handling lawyer:
Gu Gongyun, Shen Lu
January 25, 2022
Shanghai, Hangzhou and Beijing·
