Guohao law firm (Shenzhen)
about
Hytera Communications Corporation Limited(002583)
2021 stock option incentive plan
Grant of reserved rights and interests
of
Legal opinion
Floors 42, 41, 31de, 2401, 2403 and 2405, special zone newspaper building, 6008 Shennan Avenue, Shenzhen 518034
Tel / TE L: (+ 86) (755) 8351 5666 fax / Fax: (+ 86) (755) 8351 5333
website: http://www.grandall.com.cn.
January, 2002
To: Hytera Communications Corporation Limited(002583)
Guohao law firm (Shenzhen)
about
Hytera Communications Corporation Limited(002583)
2021 stock option incentive plan
Grant of reserved rights and interests
of
Legal opinion
GLG / s Z / A1 74 2 / F Y / 2 02 2-0 54 Guohao law firm (Shenzhen) (hereinafter referred to as “the firm”) accepted the entrustment of Hytera Communications Corporation Limited(002583) (hereinafter referred to as “the company”) to act as the special legal adviser of the company’s 2021 stock option incentive plan (hereinafter referred to as “the 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), the measures for the administration of equity incentive of listed companies (hereinafter referred to as the administrative measures) and other relevant laws, administrative regulations and normative documents, and in accordance with the business standards recognized by the lawyer industry The company has checked and verified the documents and existing facts related to the granting of the incentive plan in the spirit of ethics and diligence, and issued this legal opinion.
Matters stated in the legal opinion
In order to issue this legal opinion, our lawyers have fully verified and verified the facts related to this incentive plan that have occurred or exist before the issuance date of this legal opinion in accordance with the provisions of the company law, the administrative measures, the administrative measures for law firms engaging in securities legal business and the practicing rules for securities legal business of law firms, For the facts that cannot be independently verified by our lawyers, our lawyers rely on the certificates or explanatory documents issued by relevant government departments, the company and other relevant parties, follow the principles of diligence and good faith, and ensure that the facts identified in this legal opinion are true, accurate and complete without false records, misleading statements or major omissions, And bear corresponding legal responsibilities.
During the above verification, the company has made the following guarantee to our lawyers: it has provided all the original written materials, copies, written instructions and oral testimony necessary for the issuance of this legal opinion to our lawyers; The information provided to our lawyers and the facts disclosed are free from any false, concealment, misleading statement or material omission; The duplicate information provided to our lawyers is consistent with the original, the copy is consistent with the original, all signatures and seals on the provided documents are true and effective, and all oral statements are consistent with the facts.
Our lawyers only express opinions on legal issues related to the granting of stock options under this incentive plan. The reference in this legal opinion to the contents of professional documents such as accounting and auditing does not mean that our lawyers make any express or implied guarantee for the authenticity and accuracy of these professional documents and the contents quoted, and our lawyers do not have the professional qualification to check and judge these professional documents and the contents quoted.
This legal opinion only expresses legal opinions on issues related to Chinese laws, and does not express opinions on overseas laws or matters applicable to overseas laws.
This legal opinion is only used by the company for the purpose of the grant of this incentive plan, and shall not be used for any other purpose. The lawyer of the firm agrees to take this legal opinion as a necessary legal document for the company’s incentive plan, report it to Shenzhen stock exchange together with other materials and make an announcement; It is agreed that the company shall quote this legal opinion in accordance with the requirements of Shenzhen Stock Exchange, but the quotation or disclosure of the company shall be comprehensive and accurate, and shall not lead to errors and deviations in the understanding of this legal opinion.
text
1、 This approval and authorization
(I) approval and authorization of this incentive plan
1. The company held the 11th meeting of the 4th board of directors on January 8, 2021, deliberated and adopted the proposal on and its summary and other proposals related to this incentive plan. The independent directors of the company expressed independent opinions on the incentive plan.
2. The company held the 10th meeting of the 4th board of supervisors on January 8, 2021, deliberated and adopted the proposal on and its summary, the proposal on verifying the list of incentive objects of , and other proposals related to this incentive plan, And expressed verification opinions on the matters involved in this incentive plan.
3. The company announced the report on public solicitation of entrusted voting rights by independent directors on January 12, 2021. Mr. Kong Ying, an independent director of the company, accepted the entrustment of other independent directors to solicit voting rights from all shareholders of the company on the proposals related to the incentive plan to be considered at the first extraordinary general meeting of shareholders in 2021. The time of soliciting voting rights is from January 21 to January 22, 2021 (9:30-11:30 a.m. and 13:30-16:30 p.m. on working days).
4. During the period from January 13, 2021 to January 22, 2021, the company publicized the list of proposed incentive objects of the incentive plan within the company. During the publicity period, the board of supervisors of the company did not receive any objection related to the proposed incentive objects of the incentive plan.
On January 23, 2021, the company announced the explanation of the board of supervisors on the publicity of the list of incentive objects of the company’s 2021 stock option incentive plan and the audit opinions.
5. The company held the first extraordinary general meeting of shareholders in 2021 on January 27, 2021, deliberated and adopted the proposal on and its summary and other proposals related to this incentive plan.
6. The company held the 12th meeting of the 4th board of directors on January 29, 2021, deliberated and passed the proposal on granting stock options to the first incentive objects of the 2021 stock option incentive plan, and agreed to grant 23 million stock options to 568 incentive objects on January 29, 2021, with an exercise price of 6.18 yuan / share. Independent directors have expressed independent opinions on this option grant. 7. The company held the 11th meeting of the 4th board of supervisors on January 29, 2021, deliberated and approved the proposal on granting stock options to the first incentive object of 2021 stock option incentive plan, and issued verification opinions.
(II) approval and authorization of this reserved rights and interests grant
1. The company held the 22nd Meeting of the 4th board of directors on January 26, 2022, deliberated and passed the proposal on granting reserved stock options to incentive objects under the 2021 stock option incentive plan, and agreed to grant 1 million stock options to 13 incentive objects on January 26, 2022, with the exercise price of 5.37 yuan / share. Independent directors have expressed independent opinions on this option grant.
2. The company held the 19th meeting of the 4th board of supervisors on January 26, 2022, deliberated and adopted the proposal on granting reserved stock options to incentive objects in 2021 stock option incentive plan, and issued verification opinions.
In conclusion, our lawyers believe that as of the date of issuance of this legal opinion, the granting of reserved rights and interests of stock options in the company’s incentive plan has obtained the necessary approval and authorization at this stage, which is in line with the relevant provisions of laws, regulations, normative documents such as the administrative measures and the incentive plan (Draft), The obligation of information disclosure and related registration procedures need to be performed in accordance with relevant regulations.
2、 Matters related to the grant of reserved rights and interests in this incentive plan
(I) grant date
According to the proposal on granting reserved stock options to incentive objects in 2021 stock option incentive plan deliberated and adopted at the 22nd Meeting of the Fourth Board of directors, the board of directors of the company determined January 26, 2022 as the grant date of reserved rights and interests of stock options in this incentive plan.
According to the confirmation of the company and the verification of our lawyers, the granting date of reserved rights and interests of stock options determined by the board of directors of the company is the trading day within 12 months after the deliberation and approval of the incentive plan by the general meeting of shareholders of the company, and is not in the following periods:
1. Within 30 days before the announcement of the company’s periodic report, if the announcement date of the periodic report is delayed due to special reasons, it shall be calculated from 30 days before the original scheduled announcement date to 1 day before the announcement;
2. Within 10 days before the announcement of the company’s performance forecast and performance express;
3. From the date of occurrence of major events that may have a great impact on the trading price of the company’s shares and their derivatives or the date of entering the decision-making process to 2 trading days after disclosure according to law;
4. Other periods stipulated by the CSRC and Shenzhen Stock Exchange.
In conclusion, our lawyers believe that the determination of the grant date of reserved rights and interests of stock options in this incentive plan complies with the relevant provisions of the administrative measures and other laws, regulations, normative documents and the incentive plan (Draft).
(II) conditions of grant
According to the incentive plan (Draft), the company can grant stock options to incentive objects only when the following conditions are met:
1. The company does not have any of the following situations:
(1) The financial and 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;
(2) The internal control of the financial report of the latest 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, 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.
2. The incentive object does not have any of the following situations:
(1) Being identified as an inappropriate candidate by the stock exchange within the last 12 months;
(2) In the last 12 months, it has been identified as an inappropriate candidate by the CSRC and its dispatched offices;
(3) Being administratively punished by the CSRC and its dispatched offices or taking market entry prohibition measures for major violations of laws and regulations in the last 12 months;
(4) Those who are not allowed to serve as directors or senior managers of the company as stipulated in the company law; (5) Those who are not allowed to participate in the equity incentive of listed companies according to laws and regulations;
(6) Other circumstances recognized by the CSRC.
According to the verification opinions of the board of supervisors of the company and the audit report ztsz (2021) No. 441a011583 issued by Zhitong Certified Public Accountants (special general partnership), and verified by the lawyers of the firm, as of the date of issuance of this legal opinion, neither the company nor the incentive object has taken office, and the reserved granting conditions specified in the incentive plan of the company have been fulfilled, Comply with the relevant provisions of the management measures and other laws, regulations, normative documents and the incentive plan (Draft).
(III) incentive object, granted quantity and price
According to the incentive plan (Draft) and the proposal on granting reserved stock options to incentive objects under the 2021 stock option incentive plan deliberated and adopted at the 22nd Meeting of the Fourth Board of directors of the company, the company granted 1 million stock options to 13 incentive objects with an exercise price of 5.37 yuan / share.
In conclusion, our lawyers believe that the incentive objects, granted quantity and price of the reserved rights and interests of stock options granted by the company in this incentive plan comply with the administrative measures and other laws, regulations, normative documents and the relevant provisions of the incentive plan (Draft).
3、 Concluding observations
In conclusion, our lawyers believe that:
As of the date of issuance of this legal opinion, the grant of reserved rights and interests of stock options in this incentive plan has obtained the necessary approval and authorization at this stage, the grant conditions have been achieved, and the determination of the grant date, incentive objects, grant quantity and price are in line with the administrative measures and other laws, regulations, normative documents and the relevant provisions of the incentive plan (Draft).
(no text below this page)
(there is no text on this page, which is the signature page of Guohao law firm’s legal opinion on the granting of reserved rights and interests in Hytera Communications Corporation Limited(002583) 2021 stock option incentive plan)
This legal opinion is issued on mm / DD / yyyy, in triplicate, without copies.
Guohao law firm (Shenzhen)
Person in charge: Handling lawyer:
Ma zhuotan, Xu Chengfu
