| Time: April 24, 2024 09:10:24 China Finance Network |
Original title: Defang Nano: Beijing Zhonglun (Shenzhen) Law Firm’s announcement on the adjustment of the grant price and grant quantity of the second phase of the restricted stock incentive plan of Shenzhen Defang Nano Technology Co., Ltd., the third vesting period of the first grant and It is reserved to grant the vesting conditions for the second vesting period and cancel some restricted stock related…
Beijing Zhonglun (Shenzhen) Law Firm
About Shenzhen Defang Nanotechnology Co., Ltd.
Adjustments to the grant price and grant quantity of the second phase of the restricted stock incentive plan,
The first grant of the third vesting period and the reserved grant of the second vesting period vesting condition achievements,
Voiding some matters related to restricted stocks
legal opinion
April 2024
Beijing Zhonglun (Shenzhen) Law Firm
About Shenzhen Defang Nanotechnology Co., Ltd.
Adjustments to the grant price and grant quantity of the second phase of the restricted stock incentive plan,
The first grant of the third vesting period and the reserved grant of the second vesting period vesting condition achievements,
Voiding some matters related to restricted stocks
legal opinion
To: Shenzhen Defang Nanotechnology Co., Ltd.
Beijing Zhonglun (Shenzhen) Law Firm (hereinafter referred to as the “firm”), as the special legal counsel hired by Shenzhen Defang Nano Technology Co., Ltd. (hereinafter referred to as the “Company” or “Defang Nano”), according to the “China Company Law of the People’s Republic of China (hereinafter referred to as the “Company Law”), Securities Law of the People’s Republic of China (hereinafter referred to as the “Securities Law”), Shenzhen Stock Exchange GEM Stock Listing Rules (revised in August 2023 )” (hereinafter referred to as the “Listing Rules”) and the “Measures for the Administration of Equity Incentives of Listed Companies” (hereinafter referred to as the “Administration Measures”) issued by the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”) and other relevant laws , regulations and normative documents, and in accordance with the recognized business standards, ethics and spirit of diligence and responsibility in the lawyer industry, the grant price and number of the second phase of the company’s restricted stock incentive plan (hereinafter referred to as the “Incentive Plan”) Adjustments (hereinafter referred to as “this adjustment”), the achievement of vesting conditions for the initial grant of the third vesting period and the reserved grant of the second vesting period (hereinafter referred to as “this vesting”), and related matters involved in the cancellation of some restricted stocks Based on the verification, this legal opinion is now issued.
Regarding the documents, information and statements provided by the company, our firm and our lawyers have obtained the following guarantees from the company: (1) All signatures and seals on the documents are authentic;
(2) The originals of all documents provided to our firm and our lawyers are authentic;
(3) All copies of documents provided to our firm and our lawyers are consistent with their originals; (4) The facts stated in these documents are true, accurate and complete, and there are no omissions and/or misleading.
In order to issue this legal opinion, our lawyers make the following statement:
(1) This legal opinion is issued based on facts that have occurred or existed before the date of issuance of this legal opinion and in accordance with applicable Chinese laws, regulations and normative documents.
(2) Our firm and our lawyers’ understanding of the relevant facts involved in this legal opinion ultimately relies on the documents, information and statements made by the company to our firm and our lawyers, and the company has provided our firm and our lawyers with The lawyer guarantees its truthfulness, accuracy and completeness.
(3) This legal opinion only expresses opinions on the legal issues related to this incentive plan, and does not express opinions on the rationality of the assessment standards and other non-legal professional matters involved in the company’s incentive plan, such as accounting and finance.
(4) Our firm and our lawyers are convinced that there are no false records, misleading statements or major omissions in this legal opinion.
(5) Our firm and our lawyers agree to use the legal opinion as a necessary legal document for the company to implement this incentive plan, submit and disclose it together with other materials, and are willing to assume corresponding legal responsibilities for this legal opinion.
(6) Our firm and our lawyers agree that the company can quote the relevant content of this legal opinion in the relevant documents produced for the implementation of this incentive plan. However, when the company makes the above quotation, it shall not cause legal ambiguity due to the quotation. or misinterpretation, we have the right to review and confirm the corresponding content of the above-mentioned relevant documents again.
(7) This legal opinion is only for use by the company for the purpose of this incentive plan and may not be used for any other purpose without the written consent of the firm and our lawyers.
(8) The company has carefully read this legal opinion and confirms that the facts quoted or quoted in this legal opinion are true, accurate and complete, and there are no false or misleading statements or conclusions.
Based on the above, our firm now issues the following legal opinions on the adjustment, vesting and cancellation of certain restricted stocks of Defang Nano:
1. Approval and Authorization
(1) On January 18, 2021, the ninth meeting of the company’s third board of directors reviewed and approved the “Proposal on the Company’s Second Phase Restricted Stock Incentive Plan (Draft)” and its Summary, and the “Proposal on the Company’s Second Phase Restricted Stock Incentive Plan (Draft)” and its Summary “Proposal on the Measures for the Implementation Assessment and Management of the Second-Term Restricted Stock Incentive Plan”, “Proposal on Proposing to the General Meeting of Shareholders to Authorize the Board of Directors to Handle Matters Related to the Second-Term Restricted Stock Incentive Plan”, “Proposal on Proposing to Convene the First Extraordinary General Meeting of Shareholders in 2021” . The company’s independent directors have expressed unanimous independent opinions on matters related to this incentive plan, and related directors have abstained from voting.
(2) On January 18, 2021, the seventh meeting of the company’s third board of supervisors reviewed and approved the “Proposal on the Company’s Second Phase Restricted Stock Incentive Plan (Draft)” and its Summary, and the “Proposal on the Company’s Second Phase Restricted Stock Incentive Plan (Draft)” and its Summary Proposal on the Implementation of Assessment and Management Measures for the Second Phase Restricted Stock Incentive Plan and “Proposal on Verifying the List of Incentive Objects of the Company’s Second Phase Restricted Stock Incentive Plan”.
(3) From January 19, 2021 to January 28, 2021, the company made an internal publicity on the names and positions of the incentive targets of this incentive plan. During the publicity period, the company’s Board of Supervisors did not receive any objections. On January 29, 2021, the company announced the disclosure of the “Explanation and Verification Opinions of the Supervisory Board of Shenzhen Defang Nanotechnology Co., Ltd. on the List of Incentive Objects of the Second Phase of the Restricted Stock Incentive Plan”.
(4) On February 4, 2021, the company held the first extraordinary shareholders’ meeting of 2021, which reviewed and approved the “Proposal on the Company’s Second Phase Restricted Stock Incentive Plan (Draft)” and its Summary and “About the Company” Proposal on the Implementation Assessment and Management Measures for the Second Phase of the Restricted Stock Incentive Plan, “Proposal on Requesting the General Meeting of Shareholders to Authorize the Board of Directors to Handle Matters Related to the Second Phase of the Restricted Stock Incentive Plan” and other relevant proposals.
(5) On February 4, 2021, the 10th meeting of the company’s third board of directors and the 8th meeting of the third board of supervisors respectively reviewed and approved the “Proposal on the First Grant of Restricted Stocks to Incentive Objects”. The first grant date determined for this incentive plan is February 5, 2021, and a total of 1,215,000 restricted shares will be granted to 147 incentive targets who meet the grant conditions, with a grant price of 68.47 yuan per share. The company’s independent directors have expressed unanimous independent opinions on this grant, and the associated directors have abstained from voting.
(6) On January 19, 2022, the 25th meeting of the company’s third board of directors and the 19th meeting of the third board of supervisors respectively reviewed and approved the “Proposal on Granting Reserved Restricted Stocks to Incentive Objects”.
The reserved grant date determined in this incentive plan is January 19, 2022. This reserved grant will grant a total of 135,000 restricted shares to 15 incentive targets who meet the grant conditions, and the grant price is 68.47 yuan/share.
The company’s independent directors have expressed independent opinions, and related directors have abstained from voting.
(7) On March 28, 2022, the 26th meeting of the company’s third board of directors and the 20th meeting of the third board of supervisors respectively reviewed and approved the “First Grant Part I of the Second Phase of the Restricted Stock Incentive Plan” respectively. Proposal on Achievement of the Vesting Conditions of the Vesting Period” and “Proposal on the Voiding of Part of the Restricted Stocks Granted but Not Vested”. The vesting conditions stipulated in the first vesting period of the first grant of this incentive plan have been met. A total of 131 incentive objects are eligible for vesting, and a total of 357,870 restricted stocks can be vested; 16 incentive objects are granted for the first time in this incentive plan. He has resigned due to personal reasons and is no longer eligible for incentives. A total of 22,100 restricted stocks that have been granted but have not yet vested cannot be vested and will be invalidated by the company. The company’s independent directors have expressed independent opinions, and related directors have abstained from voting.
(8) On December 30, 2022, the 34th meeting of the company’s third board of directors and the 28th meeting of the third board of supervisors respectively reviewed and approved the “Proposal on Adjusting Matters Related to the Second Phase of the Restricted Stock Incentive Plan” 》. The grant price of the first-time grant and reserved-grant restricted shares under this incentive plan was adjusted from 68.47 yuan/share to 37.49 yuan/share. The number of unvested restricted shares in the first-time grant was adjusted from 842,530 shares to 1,516,554 shares. The reserved grant has not yet vested. The number of restricted shares was adjusted from 135,000 shares to 243,000 shares. The company’s independent directors have expressed independent opinions, and related directors have abstained from voting.
(9) On March 29, 2023, the 35th meeting of the company’s third board of directors and the 29th meeting of the third board of supervisors respectively reviewed and approved the “Part 1 Concerning the Initial Grant of the Second Phase of the Restricted Stock Incentive Plan”. The Proposal on Achievement of the Vesting Conditions for the Two Vesting Periods and the First Vesting Period of the Reserved Granted Part, and the Proposal on the Voiding of the Partially Granted Restricted Stock that has not yet vested. The vesting conditions for the second vesting period of the first grant and the first vesting period of the reserved grant of this incentive plan have been met. A total of 130 incentive objects are eligible for vesting in the first grant, and a total of 642,546 vested restricted stocks are available; reserved grants A total of 15 incentive objects are eligible for vesting, and a total of 120,780 restricted shares can be vested. One of the incentive targets granted for the first time under this incentive plan has resigned due to personal reasons. A total of 3,780 shares of restricted stock that have been granted but have not yet vested shall not be vested and will become invalid. One incentive target reserved for granting under this incentive plan has a personal performance appraisal rating of C+, and the corresponding vesting ratio at the individual level is 60%. A total of 40% of the restricted stocks planned to vest in the first vesting period, a total of 720 shares, cannot be vested. and become invalid. The company’s independent directors have expressed independent opinions, and related directors have abstained from voting.
(10) On April 22, 2024, the tenth meeting of the company’s fourth board of directors and the eighth meeting of the fourth board of supervisors respectively reviewed and approved the “Proposal on Adjusting Matters Related to the Second Phase of the Restricted Stock Incentive Plan” and “About The second phase of the Restricted Stock Incentive Plan grants the third vesting period for the first time and reserves the right to grant the vesting conditions for the second vesting period.” “The Proposal on the Voiding of Part of the Restricted Stocks that have been granted but have not yet vested.”
The grant price of the restricted shares granted for the first time and reserved under this incentive plan was adjusted from 37.49 yuan/share to 22.81 yuan/share. The restricted shares granted for the first time and that have not yet vested were adjusted from 856,728 shares to 1,370,764 shares. The reserved shares that have not yet vested have been adjusted. The number of restricted shares was adjusted from 121,500 shares to 194,400 shares. The vesting conditions for the third vesting period of the first grant and the second vesting period of the reserved grant of this incentive plan have been met. A total of 113 incentive objects are eligible for vesting in the first grant, and a total of 1,294,501 shares of restricted stock can be vested; the reserved grant A total of 12 incentive objects are eligible for vesting, and a total of 158,400 shares of restricted stock can be vested.
The 17 incentive objects granted for the first time by this incentive plan have resigned due to personal reasons. A total of 74,880 restricted stocks that have been granted but have not yet vested cannot be vested and will become invalid; the 1 incentive object granted for the first time corresponds to the third vesting period. The personal performance appraisal rating of the company is C+, and the corresponding vesting ratio at the individual level is 60%. A total of 40% of the restricted stocks planned to vest in the current period, a total of 1,383 shares, cannot be vested and become invalid; the 3 incentive targets reserved for granting are due to personal reasons. Because he has resigned, a total of 36,000 restricted stocks that have been granted but have not yet vested cannot be vested and will become invalid. Related directors have abstained from voting.
After verification, our lawyers believe that as of the date of issuance of this legal opinion, the company’s incentive plan award price and award quantity have been adjusted, and the vesting conditions for the third vesting period of the initial award part and the second vesting period of the reserved award part have been achieved. , the invalidated portion of the restricted shares that have been granted but not yet vested have obtained the necessary approvals and authorizations at this stage, and are in compliance with the “Company Law”, “Securities Law”, “Administrative Measures” and “Articles of Association of Shenzhen Defang Nanotechnology Co., Ltd.” (hereinafter referred to as ” Articles of Association”) and the “Shenzhen Defang Nanotechnology Co., Ltd. Second Phase Restricted Stock Incentive Plan (Draft)” (hereinafter referred to as the “Incentive Plan (Draft)”) and other relevant provisions.
2. The specific content of this adjustment
The company’s 2022 annual equity distribution plan has been implemented. The 2022 annual equity distribution plan is: based on the company’s existing total share capital of 174,526,436 shares, 10 yuan in cash (including tax) will be distributed to all shareholders for every 10 shares. At the same time, capital The provident fund will be transferred to all shareholders for 6 shares for every 10 shares.
According to the relevant provisions of the “Incentive Plan (Draft)”, from the date of announcement of this incentive plan to the completion of vesting of the restricted stocks granted to the incentive objects, the company will convert capital reserves into share capital, distribute stock dividends, and stock splits. , rights issue, share reduction, dividend payment and other matters, the number and/or grant price of restricted stocks shall be adjusted accordingly.
(1) Adjustment of the number of restricted stocks granted
1. Adjustment method
Capital reserve converted into share capital
Q＝Q×（1＋n）
0
Among them: Q is the number of restricted stock grants before adjustment; n is 0 of the capital reserve per share converted into share capital.
Ratio; Q is the adjusted number of restricted stock grants.
2. Adjust the results
The number of restricted shares granted for the first time but not yet vested = 856,728 × (1 + 0.6) = 1,370,764 shares The number of reserved restricted shares granted yet unvested = 121,500 × (1 + 0.6) = 194,400 shares (2) Restricted stock grant price Adjustment
1. Adjustment method
(1) Adjustment of dividend payment
P=P-V
0
Among them: P is the restricted stock grant price before adjustment; V is the dividend amount per share; P is 0 after adjustment
The restricted stock grant price.
(2) Adjustment of converting capital reserve into share capital
P＝P÷（1＋n）
0
| (1) The company has not experienced any of the following situations: 1. A certified public accountant has issued a negative opinion or an audit report in which an opinion cannot be expressed on the financial accounting report for the most recent fiscal year; 2. The internal control of the financial report for the most recent fiscal year has been issued a negative opinion by a certified public accountant or an audit report in which the company is unable to express an opinion; 3. In the last 36 months after listing, there has been any failure to distribute profits in accordance with laws and regulations, the company’s articles of association, and public commitments; 4. Situations in which equity incentives are not allowed to be implemented under laws and regulations; 5. China Other circumstances determined by the China Securities Regulatory Commission. | The company has not experienced any of the above-mentioned circumstances and meets the vesting conditions. | |
| (2) The incentive objects have not experienced any of the following circumstances: 1. Have been identified as unsuitable candidates by the stock exchange in the last 12 months; 2. Have been identified as unsuitable candidates by the China Securities Regulatory Commission and its dispatched offices in the past 12 months; 3. Have been subject to administrative penalties or market ban measures by the China Securities Regulatory Commission and its dispatched agencies due to serious violations of laws and regulations in the past 12 months; 4. Have circumstances that prohibit serving as company directors or senior managers as stipulated in the Company Law; 5. Situations that prohibit participation in equity incentives of listed companies according to laws and regulations; 6. Other situations determined by the China Securities Regulatory Commission. | The incentive objects do not have the above-mentioned circumstances and meet the vesting conditions. | |
| Company-level performance assessment: vesting arrangement performance assessment The cumulative net profit in the three years from 2021 to 2023 shall be no less than 364 million yuan in the third vesting period Note: The above “net profit” indicator refers to the audited profit attributable to shareholders of listed companies The calculation basis is the net profit after deducting non-recurring gains and losses, and excluding the impact of incentive costs arising from the company’s implementation of equity incentive plans or employee stock ownership plans and other incentive matters during the assessment period of this incentive plan. If the company fails to meet the above performance assessment goals, the restricted stocks planned to vest in the current period by the incentive objects shall not be vested during the corresponding vesting period and will become invalid. | According to the assessment criteria, the company’s cumulative net profit value in the three years from 2021 to 2023 is 2,291,313,900 yuan, meeting the performance assessment goals. | |
| vesting arrangements | performance appraisal | |
| third vesting period | The cumulative net profit value in the three years from 2021 to 2023 shall not be less than 364 million yuan | |
| Individual level performance appraisal: Appraisal rating A+ A- B C+ C vesting ratio 100% 60% 0% During the vesting period, on the premise that the company meets the corresponding performance appraisal goals, the actual vesting ratio of the incentive object in the current period is determined based on the appraisal rating, and the incentive The number of restricted stocks actually vested by the subject in the current period = the number of restricted stocks vested in the individual’s current plan × the vesting ratio. The corresponding restricted stocks that cannot be vested in the current period will be invalid. | There are a total of 147 incentive objects granted to this incentive plan for the first time. Among them, 34 incentive objects have resigned due to personal reasons and are not eligible for incentives. The restricted stocks that have been granted but have not yet vested shall not be vested and will be invalidated; the remaining 113 Incentive objects are all eligible for incentives. Among the incentive objects that are eligible for incentives, one incentive object has a personal performance assessment rating of C+, and the corresponding individual-level vesting ratio is 60%. 40% of the restricted stocks planned to vest in the current period shall not be vested and will be invalidated; the rest shall be invalid. The personal performance appraisal ratings of the 112 incentive targets are all B-level (inclusive) and above, and the corresponding vesting ratio at the individual level is 100%, and all the restricted stocks planned to vest in the current period can be vested. | |||||
| Assessment rating | A+ | A- | B | C+ | C | |
| vesting ratio | 100% | 60% | 0% | |||
2. Achievement of vesting conditions for the second vesting period of reserved restricted shares granted
According to the “Incentive Plan (Draft)”, “Shenzhen Defang Nanotechnology Co., Ltd.’s Second Phase Restricted Stock Incentive Plan Implementation Assessment Management Measures” and related announcement documents, this incentive plan reserves the grant of some restricted stocks for the second time The vesting conditions for the vesting period have been met, and the fulfillment of the vesting conditions is as follows:
| vesting conditions | Achievements |
| The company has not experienced any of the following situations: 1. A certified public accountant issued a negative opinion or a disclaimer of opinion on the financial accounting report for the most recent fiscal year; 2. A certified public accountant issued a negative opinion or was unable to express an opinion on the internal control of the financial report for the most recent fiscal year. Audit report with opinions; | The company has not experienced any of the above-mentioned circumstances and meets the vesting conditions. |
| 3. Failure to distribute profits in accordance with laws, regulations, articles of association, and public commitments in the last 36 months after listing; 4. Situations that prohibit the implementation of equity incentives under laws and regulations; 5. Other situations determined by the China Securities Regulatory Commission. | ||||||
| The incentive objects have not experienced any of the following circumstances: 1. Have been deemed unsuitable by the stock exchange in the past 12 months; 2. Have been deemed unsuitable by the China Securities Regulatory Commission and its dispatched offices in the past 12 months; 3. Recently Be subject to administrative penalties or market ban measures by the China Securities Regulatory Commission and its dispatched agencies due to serious violations of laws and regulations within 12 months; 4. Have circumstances that prohibit you from serving as directors or senior managers of the company as stipulated in the Company Law; 5. As stipulated by laws and regulations Not allowed to participate in equity incentives of listed companies; 6. Other situations determined by the China Securities Regulatory Commission. | The incentive objects do not have the above-mentioned circumstances and meet the vesting conditions. | |||||
| Company-level performance assessment: vesting arrangement performance assessment The cumulative net profit for the two years from 2022 to 2023 shall not be less than 264 million yuan in the second vesting period. The above-mentioned “net profit” indicator refers to the audited net profit attributable to shareholders of listed companies after deducting non- The net profit after recurring gains and losses is calculated based on the value after excluding the impact of incentive costs arising from the company’s implementation of equity incentive plans or employee stock ownership plans and other incentive matters during the assessment period of this incentive plan. If the company fails to meet the above performance assessment goals, the restricted stocks planned to vest in the current period by the incentive objects shall not be vested during the corresponding vesting period and will become invalid. | According to the assessment criteria, the company’s cumulative net profit value for the two years from 2022 to 2023 is 1,417.4739 million yuan, meeting the performance assessment goals. | |||||
| vesting arrangements | performance appraisal | |||||
| second vesting period | The cumulative net profit value in the two years from 2022 to 2023 shall not be less than 264 million yuan | |||||
| Individual level performance appraisal: Appraisal rating A+ A- B C+ C vesting ratio 100% 60% 0% During the vesting period, on the premise that the company meets the corresponding performance appraisal goals, the actual vesting ratio of the incentive object in the current period is determined based on the appraisal rating, and the incentive | There are a total of 15 incentive objects reserved for grant under this incentive plan. Among them, 3 incentive objects have resigned due to personal reasons and are not eligible for incentives. Their restricted stocks that have been granted but have not yet vested shall not be vested and will be invalidated; the remaining 12 The name of the incentive object is consistent | |||||
| Assessment rating | A+ | A- | B | C+ | C | |
| vesting ratio | 100% | 60% | 0% | |||
| The number of restricted stocks actually vested by the subject in the current period = the number of restricted stocks vested in the individual’s current plan × the vesting ratio. The corresponding restricted stocks that cannot be vested in the current period will be invalid. | Eligible for incentives. Among the incentive objects that are eligible for incentives, the personal performance evaluation ratings of 12 incentive objects are all B-level (inclusive) or above, and the corresponding vesting ratio at the individual level is 100%, and all the restricted stocks vested in their current plan can be vested. |
(3) Specific circumstances of this ownership
1. vesting status of restricted stocks first granted in the third vesting period
According to the “Incentive Plan (Draft)” and related announcement documents, the specific circumstances of this vesting are as follows: (1) Grant date: February 5, 2021
(2) Number of vested shares: 1,294,501 shares
(3) Number of people who belong: 113 people
(4) Grant price: 22.81 yuan/share
(5) Source of stock: The company issues the company’s A-share common stock to incentive targets.
(6) List of incentive targets and the vesting status of the restricted stocks granted:
| serial number | Name | Position | Number of shares granted (shares) | The number of shares that can be vested this time (shares) | The proportion of the attributable quantity to the awarded quantity this time |
| 1 | Kong Lingyong | Chairman | 946,080 | 378,432 | 40.00% |
| 2 | Tang Wenhua | Director, Deputy General Manager | 230,400 | 92,160 | 40.00% |
| 3 | Ren Cheng | Director, Deputy General Manager | 57,600 | 23,040 | 40.00% |
| 4 | Wan Yuanxin | director | 57,600 | 23,040 | 40.00% |
| 5 | Ren Wangbao | deputy general manager | 72,000 | 28,800 | 40.00% |
| 6 | He Yanyan | Secretary of the Board of Directors, Deputy General Manager | 54,720 | 21,888 | 40.00% |
| Other persons whom the Board deems worthy of motivation | 1,821,312 | 727,141 | 39.92% |
| (107 people) | |||
| total | 3,239,712 | 1,294,501 | 39.96% |
Note: 1. To maintain comparability, the above data has taken into account the impact of the company’s previous equity distribution.
2. The above incentives do not include those who have resigned.
3. The personal performance assessment of one incentive target did not fully meet the standards, and all the restricted stocks planned to vest in the current period were not vested.
4. If there is any difference in the mantissa between the above total data and the sum of each detailed data, it is due to rounding.
2. vesting status of restricted stocks reserved for the second vesting period
According to the “Incentive Plan (Draft)” and related announcement documents, the specific circumstances of this vesting are as follows: (1) Grant date: January 19, 2022
(2) Number of vested shares: 158,400 shares
(3) Number of people belonging: 12 people
(4) Grant price: 22.81 yuan/share
(5) Source of stock: The company issues A shares of the company’s ordinary shares to incentive targets.
(6) List of incentive targets and the vesting status of the restricted stocks granted:
| serial number | Name | Position | Number of shares granted (shares) | The number of shares that can be vested this time (shares) | The proportion of the attributable amount to the awarded amount this time |
| 1 | Wan Yuanxin | director | 57,600 | 28,800 | 50.00% |
| 2 | Ren Wangbao | deputy general manager | 57,600 | 28,800 | 50.00% |
| Other core employees of the company (including subsidiaries) (10 people) | 201,600 | 100,800 | 50.00% | ||
| total | 316,800 | 158,400 | 50.00% |
Note: 1. To maintain comparability, the above data has taken into account the impact of the company’s previous equity distribution.
2. The above incentives do not include those who have resigned.
3. If there is any difference in the mantissa between the above total data and the sum of each detailed data, it is due to rounding.
After verification, our lawyers believe that the restricted shares first granted under this incentive plan have entered the third vesting period, the restricted shares reserved for grant have entered the second vesting period, and the restricted shares first granted have entered the second vesting period. The vesting conditions for the three vesting periods and the second vesting period of the reserved restricted stock grant have been fulfilled.
4. Voiding of Partial Restricted Stocks
According to the provisions of the “Incentive Plan (Draft)”, the 17 incentive objects granted for the first time in this incentive plan resigned due to personal reasons and are no longer qualified as incentive objects. The 74,880 restricted stocks that have been granted but have not yet vested shall not be vested in the merger. Voided by the company; the individual performance appraisal rating of one incentive object granted for the first time under this incentive plan is C+ in the third vesting period, and the corresponding vesting ratio at the individual level is 60%, and 40% of the restricted stock vested in the current period plan %, a total of 1,383 shares shall not be vested and shall be invalidated by the company; the three incentive targets reserved for this incentive plan have resigned due to personal reasons and are no longer eligible for incentive targets. The 36,000 restricted shares that have been granted but have not yet vested shall not be vested. And it will be invalidated by the company; the company will invalidate a total of 112,263 restricted shares that have been granted but have not yet vested under this incentive plan.
After verification, our lawyers believe that the company’s cancellation of some of the restricted stocks that have been granted but not yet vested in this incentive plan comply with the relevant provisions of the “Administration Measures” and the “Incentive Plan (Draft)”.
5. Concluding comments
To sum up, our lawyers believe:
1. The company’s incentive plan grant price and grant quantity adjustment, the third vesting period of the first grant portion and the second vesting period of the reserved grant portion have achieved vesting conditions, and the canceled portion of the restricted stock that has been granted but has not yet vested has been obtained at this stage. Necessary approvals and authorizations are in compliance with the relevant provisions of the Company Law, Securities Law, Management Measures, Articles of Association and Incentive Plan (Draft);
2. The adjustment of the award price and award quantity of the company’s incentive plan complies with the relevant provisions of the “Administrative Measures” and the “Incentive Plan (Draft)”;
3. The vesting conditions for the third vesting period of the first vested portion of the restricted stock and the second vesting period of the reserved grant portion of the restricted stock under the company’s restricted stock incentive plan have been met, in compliance with the “Administrative Measures” and Relevant provisions of the “Incentive Plan (Draft)”;
4. The company’s cancellation of some of the restricted stocks that have been granted but not yet vested in this incentive plan are in compliance with the relevant provisions of the “Administrative Measures” and the “Incentive Plan (Draft)”.
(No text below)
(This page is “Beijing Zhonglun (Shenzhen) Law Firm’s adjustment of the grant price and grant quantity of the second phase of the restricted stock incentive plan of Shenzhen Defang Nanotechnology Co., Ltd., the third vesting period of the first grant and the reservation Signature page of the legal opinion on matters related to the achievement of vesting conditions for the second vesting period and the cancellation of some restricted stocks, without text)
Beijing Zhonglun (Shenzhen) Law Firm (stamped)
Person in charge: Handling lawyer:
Lai Jihong Liu Jia
Handling lawyer:
Yuan Xiaolin
April 24, 2024
China Finance Network
Tags: Defang Nano Beijing Zhonglun Shenzhen Law Firm adjustment grant price grant quantity phase restricted stock incentive plan Shenzhen Defang Nano Technology vesting period grant Reserved grant vesting condition achievements invalidation restrictions vesting period CFi .CN China Finance Network
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: Beijing Zhonglun (Shenzhen) Law Firm regarding the adjustment of the grant price and grant quantity of the second phase of the restricted stock incentive plan of Shenzhen Defang Nano Technology Co., Ltd., the third vesting period of the first grant and Reserved to grant vesting condition achievements and invalidation restrictions in the second vesting period. – CFi.CN China Finance Network){kind=link}