Guohao law firm (Shanghai)
About
Of restricted stock incentive plan (Draft) in 2022
Legal opinion
February, 2002
To: Suzhou Ta&A Ultra Clean Technology Co.Ltd(300390)
Guohao law firm (Shanghai) (hereinafter referred to as "the firm") has accepted the entrustment of Suzhou Ta&A Ultra Clean Technology Co.Ltd(300390) (hereinafter referred to as " Suzhou Ta&A Ultra Clean Technology Co.Ltd(300390) " or "the company") to act as the special legal adviser of the company's restricted stock 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") and the securities law of the people's Republic of China (hereinafter referred to as the "Securities Law") The measures for the administration of equity incentives of listed companies (hereinafter referred to as the "measures") and the Listing Rules of Shenzhen Stock Exchange on the gem (hereinafter referred to as the "Listing Rules") promulgated by the China Securities Regulatory Commission (hereinafter referred to as the "CSRC") Relevant laws, regulations and normative documents such as self regulatory guide No. 1 - business handling of companies listed on the gem of Shenzhen Stock Exchange (hereinafter referred to as "self regulatory guide No. 1"), the provisions of the business rules of the exchange and the Suzhou Ta&A Ultra Clean Technology Co.Ltd(300390) articles of Association (hereinafter referred to as "the articles of association"), in accordance with the business standards recognized by the lawyer industry The company has checked and verified the relevant documents provided by the company in the spirit of ethics and diligence, and issued this legal opinion for the company's incentive plan.
In order to issue this legal opinion, our lawyer hereby makes the following statement:
1、 In accordance with the provisions of the company law, the securities law, the administrative measures, the listing rules, the self regulatory guide No. 1 and the facts that have occurred or exist before the date of issuance of this legal opinion, the exchange and its handling lawyers have strictly performed their statutory duties and followed the principles of diligence and good faith, The company has fully verified the legality and compliance of this incentive plan to ensure that there are no false records, misleading statements and major omissions in this legal opinion.
2、 Our lawyer agrees to take this legal opinion as a necessary legal document for the company's incentive plan, report it together with other materials, and bear legal responsibility for the legal opinion issued in accordance with the law. The lawyer of the firm agrees that the company shall quote the relevant contents of this legal opinion in the relevant documents prepared by the company for the implementation of this incentive plan, but when the company makes the above quotation, it shall not cause legal ambiguity or misinterpretation due to the quotation. The lawyer of the firm has the right to review and confirm the corresponding contents of the above relevant documents again.
3、 In order to issue this legal opinion, the company has guaranteed to provide the lawyers of the firm with the original written materials, copies or oral testimony that are true and effective and necessary for issuing this legal opinion. The signatures and / or seals on the relevant materials are true and effective, and the relevant copies or copies are consistent with the original materials or originals, There are no false contents and major omissions.
4、 For the fact that this legal opinion is very important and cannot be supported by independent evidence, the exchange relies on the statements or supporting documents issued by relevant government departments, companies or other relevant units to make judgments.
5、 Our lawyers only express opinions on the legal issues related to the company's incentive plan, but do not express opinions on the rationality of the underlying equity value, assessment standards and other non legal matters involved in the company's incentive plan. The quotation of relevant financial data or conclusions in this legal opinion does not mean that the exchange makes any express or implied guarantee for the authenticity and accuracy of these data or conclusions. The institute does not have the appropriate qualification to verify and evaluate such data and conclusions.
This legal opinion is only for the purpose of the company's incentive plan and shall not be used for any other purpose.
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1、 The company is qualified to implement the incentive plan
（1） The company is established and exists legally
After verification by our lawyers, Suzhou Ta&A Ultra Clean Technology Co.Ltd(300390) is a joint stock limited company established according to law with the overall change of the audited net assets into shares of Suzhou Industrial Park Suzhou Ta&A Ultra Clean Technology Co.Ltd(300390) Technology Co., Ltd. as of November 30, 2007.
In July 2014, it was approved by the reply on Approving the initial public offering of Suzhou Ta&A Ultra Clean Technology Co.Ltd(300390) shares (zjxk [2014] No. 672) of China Securities Regulatory Commission and agreed by the notice on the listing of Suzhou Ta&A Ultra Clean Technology Co.Ltd(300390) RMB common shares on the gem (SZS [2014] No. 263) of Shenzhen Stock Exchange (hereinafter referred to as "Shenzhen Stock Exchange"), The company's shares have been listed and traded on the gem of Shenzhen Stock Exchange since July 31, 2014. The stock is abbreviated as " Suzhou Ta&A Ultra Clean Technology Co.Ltd(300390) " and the stock code is "300390".
After verification by our lawyers, the company now holds the business license with the unified social credit code of 913200001348442685 issued by Jiangsu market supervision and Administration Bureau. According to the business license, the legal representative of the company is Pei Zhenhua, with a registered capital of 582880538 yuan filed for Industry and commerce. The domicile is No. 99, Shuangma street, Suzhou Industrial Park. The business term is from November 13, 1997 to no fixed term. The business scope includes anti-static products, dust-free products, medical protective products R & D and manufacturing consulting of LCD modules and backlight components; Sales of safety protection products, labor protection products, textiles, textile raw materials (excluding cocoons and cotton), LCD backlight modules and components; Self operated and acting as an agent for the import and export of various commodities and technologies (except for the commodities and technologies limited or prohibited by the state). (for projects subject to approval according to law, business activities can only be carried out after being approved by relevant departments) licensed projects: Class II medical device production (for projects subject to approval according to law, business activities can only be carried out after being approved by relevant departments, and the specific business projects shall be subject to the approval results) general projects: Class II medical device sales; Production of class I medical devices; Sales of class I medical devices; Production of labor protection articles; Daily mask (non-medical) production; Daily mask (non-medical) sales; Production of industrial textile products; Sales of industrial textile products; Fabric textile processing; Manufacturing of security equipment; Sales of security equipment (except for the items that must be approved according to law, carry out business activities independently according to law with the business license). According to the inquiry of our lawyers in the national enterprise credit information publicity system, as of the date of issuance of this legal opinion, Suzhou Ta&A Ultra Clean Technology Co.Ltd(300390) is in existence.
According to the confirmation of Suzhou Ta&A Ultra Clean Technology Co.Ltd(300390) and the verification of our lawyers, there is no situation that it needs to be terminated according to laws, regulations, normative documents and the articles of association.
（2） The company is not allowed to implement the incentive plan
According to the audit report Rong Cheng Shen Zi [2022] No. 230z0266 and the internal control assurance report Rong Cheng Zhi Zi [2022] No. 215z0051 issued by Rong Cheng Certified Public Accountants (special general partnership) on February 7, 2022, and the written confirmation of the company and verified by our lawyers, as of the date of issuance of this legal opinion, The company does not have the following circumstances under which the incentive plan shall not be implemented as stipulated in Article 7 of the management measures:
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 most recent 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.
To sum up, our lawyers believe that as of the date of issuance of this legal opinion, Suzhou Ta&A Ultra Clean Technology Co.Ltd(300390) is a listed company established and effectively existing according to law, and there is no need to terminate according to laws, regulations, normative documents and the articles of association, and there is no situation that incentive plan shall not be implemented according to Article 7 of the management law, Have the subject qualification to implement the equity incentive plan. 2、 Legality and compliance of this incentive plan
On February 8, 2022, Suzhou Ta&A Ultra Clean Technology Co.Ltd(300390) held the 22nd Meeting of the Fifth Board of directors, deliberated and adopted the Suzhou Ta&A Ultra Clean Technology Co.Ltd(300390) 2022 restricted stock incentive plan (Draft) (hereinafter referred to as "incentive plan (Draft)") and its summary. According to the incentive plan (Draft), Suzhou Ta&A Ultra Clean Technology Co.Ltd(300390) the main contents of this incentive plan are as follows:
（1） Purpose of this incentive plan
According to the incentive plan (Draft), the purpose of this incentive plan is to further improve the company's long-term incentive mechanism, attract and retain excellent talents, fully mobilize the enthusiasm of the company's middle-level managers and core technology (business) backbone, and effectively combine the interests of shareholders, the company and the core team, Make all parties pay attention to the long-term development of the company. On the premise of fully protecting the interests of shareholders, this incentive plan is formulated in accordance with the principle of matching income and contribution, relevant laws, regulations and normative documents such as the company law, the securities law, the administrative measures, the Listing Rules, the self regulatory guide No. 1 and the articles of association.
Our lawyers believe that the incentive plan defines the purpose of equity incentive and complies with the provisions of item (I) of Article 9 of the management measures.
（2） Determination basis and scope of incentive object
1. Determination basis of incentive object
The incentive objects of the incentive plan are determined in accordance with the company law, securities law, administrative measures, listing rules, self regulatory guide No. 1 and other relevant laws, regulations, normative documents and the articles of association, and in combination with the actual situation of the company.
The incentive objects granted by this incentive plan for the first time are the company's middle-level managers and core technology (business) backbone (including a foreign employee, excluding 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). For those who meet the scope of incentive objects of this incentive plan, The remuneration and assessment committee of the board of directors of the company shall draw up the list, which shall be verified and determined by the board of supervisors of the company.
Necessity of incentive to foreign employees: the incentive object of the company's plan includes a foreign employee who plays an important role in the company's daily management, operation and business development.
2. Scope of incentive objects
There are 123 incentive objects granted restricted shares for the first time in this incentive plan. Specifically include:
(1) Middle managers;
(2) Core technology (business) backbone;
The incentive objects granted for the first time in the 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 branches and holding subsidiaries within the validity of this incentive plan.
The above incentive object includes a foreign employee. The reason why the company includes him in this incentive plan is that the foreign incentive object plays an important role in the company's daily management, operation and business development, and belongs to the company's middle-level managers; Equity incentive is a common incentive means for listed companies. This incentive plan will further promote the construction and stability of the company's core talent team, so as to contribute to the long-term development of the company.
The incentive object of the reserved grant part shall be determined within 12 months after the incentive plan is considered and approved by the general meeting of shareholders. After the proposal of the board of directors, the explicit opinions of the independent directors and the board of supervisors, the professional opinions of lawyers and the legal opinions are issued, the company shall accurately disclose the relevant information of the incentive object on the designated website in time as required. If the incentive object is not specified for more than 12 months, the reserved rights and interests shall become invalid. The criteria for determining the reserved incentive object shall be determined with reference to the criteria for the first award.
3. Circumstances that cannot be the incentive object of this incentive plan
According to the incentive plan (Draft), the incentive object does not have the following circumstances that cannot be the incentive object: (1) it has been identified as an inappropriate candidate by the stock exchange in the last 12 months;
(2) Those who have been identified as inappropriate candidates by the CSRC and its dispatched offices within the last 12 months;
(3) Being administratively punished by the CSRC and its dispatched offices or taking market entry prohibition measures for major violations of laws and regulations within 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.
In conclusion, our lawyers believe that the incentive plan defines the basis and scope of incentive objects, which is in line with the provisions of item (II) of Article 9 of the management measures; The determination of incentive objects of this incentive plan complies with the provisions of Article 8 of the administrative measures and article 8.4.2 of the listing rules.
（3） Source, quantity and distribution of restricted shares
1. Stock source of incentive plan
According to the incentive plan (Draft), the incentive tool adopted in this incentive plan is the second type of restricted stock, and the source of the underlying stock involved is the company's directional issuance of A-share common stock to the incentive object.
2. Number and distribution of restricted shares granted
The total amount of restricted shares to be granted to the incentive objects in the incentive plan is 7.2 million shares, accounting for 1.24% of the total share capital of the company at the time of announcement of the draft incentive plan. Among them, 6.3 million restricted shares were granted for the first time, accounting for 1.08% of the company's total share capital of 582880538 shares when the draft incentive plan was announced, and the part granted for the first time accounted for 87.50% of the total equity granted this time; 900000 shares are reserved, accounting for 0.15% of the company's total share capital of 582880538 shares at the time of announcement of the draft incentive plan, and the reserved part accounts for 12.50% of the total equity granted this time.
The total number of underlying shares involved in all equity incentive plans of the company within the validity period does not exceed 20% of the total share capital of the company. The shares of the company granted by any incentive object in the incentive plan through all the equity incentive plans within the validity period
