Defang Nano (300769): Beijing Zhonglun (Shenzhen) Law Firm’s legal opinion on the invalidation of some restricted stocks in the fourth phase of the restricted stock incentive plan of Shenzhen Defang Nano Technology Co., Ltd. – CFi.CN China Finance Network

Original title: Defang Nano: Beijing Zhonglun (Shenzhen) Law Firm’s legal opinion on the invalidation of some restricted stocks in the fourth phase of the restricted stock incentive plan of Shenzhen Defang Nano Technology Co., Ltd.

Beijing Zhonglun (Shenzhen) Law Firm
About Shenzhen Defang Nanotechnology Co., Ltd.
The fourth phase of the restricted stock incentive plan invalidates some restricted stocks
legal opinion

April 2024

Beijing Zhonglun (Shenzhen) Law Firm
About Shenzhen Defang Nanotechnology Co., Ltd.
The fourth phase of the restricted stock incentive plan invalidates some 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 diligence of the lawyer industry, some of the restricted stocks in the fourth phase of the company’s restricted stock incentive plan (hereinafter referred to as the “Incentive Plan”) are invalidated (hereinafter referred to as “this invalidation”), based on verification of the relevant matters involved, this legal opinion is hereby 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 cancellation of part of the restricted shares of Defang Nano: 1. Approval and Authorization
(1) On August 29, 2023, the fourth meeting of the company’s fourth board of directors reviewed and approved the “Proposal on the Fourth Period of Restricted Stock Incentive Plan (Draft)” and its Summary, and the “Proposal on the Fourth Period of Restricted Stock Incentive Plan (Draft)” and its Summary Measures for Assessment and Management of Stock Incentive Plans”, “Proposal on Proposing to the General Meeting of Shareholders to Authorize the Board of Directors to Handle Matters Related to the Fourth Restricted Stock Incentive Plan” and “Proposal on Proposing to Convene the Company’s Fourth Extraordinary General Meeting of Shareholders in 2023.” 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 August 29, 2023, the fourth meeting of the company’s fourth session of the Supervisory Board reviewed and approved the “Proposal on the Fourth Period of Restricted Stock Incentive Plan (Draft)” and its Summary, and the “Proposal on the Fourth Period of Restricted Stock Incentive Plan (Draft)” and its Summary Proposal on the Assessment and Management Measures for Stock Incentive Plans” and “Proposal on the List of Incentive Objects of the Fourth Restricted Stock Incentive Plan”.

(3) From August 31, 2023 to September 9, 2023, 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 September 12, 2023, 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 Fourth Restricted Stock Incentive Plan”.

(4) On September 15, 2023, the company held the fourth extraordinary shareholders’ meeting of 2023, and reviewed and approved the “Proposal on the Fourth Phase of the Restricted Stock Incentive Plan (Draft)” and its Summary and the “Proposal on the Fourth Phase of the Restricted Stock Incentive Plan (Draft)” and its Summary Proposal on the Measures for the Assessment and Management of Restricted Stock Incentive Plans”, “Proposal on Proposing to the General Meeting of Shareholders to Authorize the Board of Directors to Handle Matters Related to the Fourth Phase of the Restricted Stock Incentive Plan” and other relevant proposals.

(5) On September 15, 2023, the fifth meeting of the company’s fourth board of directors and the fifth meeting of the fourth 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 September 15, 2023, and a total of 2.5132 million restricted shares will be granted to 476 incentive targets who meet the grant conditions, with a grant price of 54.15 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 April 22, 2024, the 10th 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 Voiding Part of the Restricted Stocks that have been granted but have not yet vested”.

The 74 incentive targets granted for the first time under this incentive plan have resigned due to personal reasons. A total of 306,700 restricted stocks that have been granted but have not yet vested cannot be vested and will become invalid. In addition, the fourth phase of restricted stock incentives The performance assessment of the company corresponding to the first vesting period of the first vesting period of the plan did not meet the standards, and the corresponding vesting ratio at the company level was 0%. A total of 661,950 restricted shares planned to vest in the first vesting period were not vested and became 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 has obtained the necessary approvals and authorizations at this stage for this invalidation, and is in compliance with the Company Law, Securities Law, Management Measures, Shenzhen Defang Nano Technology Co., Ltd. (hereinafter referred to as the “Articles of Association”) and the “Fourth Restricted Stock Incentive Plan (Draft) of Shenzhen Defang Nanotechnology Co., Ltd.” (hereinafter referred to as the “Fourth Restricted Stock Incentive Plan”) (Draft)”) and other relevant provisions.

2. Cancelation of some restricted stocks
According to the provisions of the “Incentive Plan (Draft)”, the 74 incentive objects granted for the first time by this incentive plan resigned due to personal reasons and are no longer eligible for incentive objects. The 306,700 restricted stocks that have been granted but have not yet vested shall not be vested in the merger. Voided by the company; in addition, the performance assessment of the company corresponding to the first vesting period of this incentive plan granted for the first time did not meet the standards, the corresponding company-level vesting ratio is 0%, and the total number of restricted stocks planned to vest in the first vesting period The 661,950 shares shall not vest and become invalid. In summary, the company has canceled a total of 968,650 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 “Administrative Measures” and the “Incentive Plan (Draft)”
3. Conclusions
To sum up, our lawyers believe:
1. The company has obtained the necessary approvals and authorizations at this stage to cancel the restricted stocks that have been granted but not yet vested in this incentive plan, and are in compliance with the Company Law, Securities Law, Management Measures, Articles of Association and Incentive Plan. (Draft)” relevant provisions;
2. 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 “Administration Measures” and the “Incentive Plan (Draft)”.

(No text below)

(This page is the signature page of “Beijing Zhonglun (Shenzhen) Law Firm’s Legal Opinion on the Canceling of Part of the Restricted Stocks of the Fourth Restricted Stock Incentive Plan of Shenzhen Defang Nanotechnology Co., Ltd.”, 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