Beijing Jindu law firm
About Topsec Technologies Group Inc(002212)
Legal opinion on the first release of restricted shares whose registration of restricted shares has been suspended under the stock option and restricted stock incentive plan in 2020
To: Topsec Technologies Group Inc(002212)
Beijing Jindu law firm (hereinafter referred to as “Jindu”) is entrusted by Topsec Technologies Group Inc(002212) (hereinafter referred to as “the company”) as the special legal adviser of the company’s 2020 stock option and 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”) Securities Law of the people’s Republic of China (hereinafter referred to as “Securities Law”), measures for the administration of equity incentive of listed companies (hereinafter referred to as “administrative measures”) and other laws and administrative regulations Some rules and normative documents (hereinafter referred to as “laws and regulations”), the articles of association of Topsec Technologies Group Inc(002212) (hereinafter referred to as “the articles of association”) and the 2020 stock option and restricted stock incentive plan (hereinafter referred to as “the incentive plan”), in accordance with the business standards, ethics and diligence recognized by the lawyer industry, This legal opinion is issued on the matters related to the lifting of restrictions on the sale of restricted shares whose registration is suspended in the incentive plan of the company in the first lifting period (hereinafter referred to as “this lifting of restrictions”).
In order to issue this legal opinion, Kindu has verified the relevant facts and legal matters related to the lifting of the sales restriction of the company in accordance with the current laws and regulations within the people’s Republic of China (hereinafter referred to as “within China” for the purpose of this legal opinion, excluding Hong Kong Special administrative region, Macao Special Administrative Region and Taiwan) and the articles of association.
In accordance with the business standards and ethics recognized by the Chinese lawyer industry, Kindu consulted the documents that Kindu considered necessary, including the documents, records, materials and certificates provided by the company related to the lifting of the restriction, the current relevant laws and regulations, and conducted necessary inquiries and discussions with the company and its senior managers on the relevant matters involved in the lifting of the restriction. Jindu shall express legal opinions in accordance with the facts that have occurred or exist before the date of issuance of this legal opinion and the relevant provisions of the current laws and regulations in China and the articles of association.
Jindu only expressed opinions on legal issues related to the company’s lifting of the restrictions on sales, but did not express opinions on the rationality of the value of the underlying stock, assessment standards and other aspects involved in the lifting of the restrictions on sales, as well as accounting, finance and other non legal professional matters. When quoting relevant financial data or conclusions in this legal opinion, Kindu has fulfilled the necessary duty of care, but such quotation shall not be deemed as any express or implied guarantee for the authenticity and accuracy of such data and conclusions. For the fact that it is very important to issue this legal opinion and cannot be supported by independent evidence, Kindu relies on the instructions or supporting documents issued by relevant government departments, companies or other relevant units and individuals to issue legal opinions.
The issuance of this legal opinion has been guaranteed by the company as follows:
1. All documents, materials, statements and explanations provided by the company to Kindu are complete, true and valid, and all facts and documents sufficient to affect this legal opinion have been disclosed to Kindu without any concealment or major omission.
2. All signatures and seals in the documents provided by the company are true, and the copies, copies or scanned copies of the documents are consistent with the original.
Kindu has strictly performed its statutory duties, followed the principles of diligence and good faith, and fully verified the facts and legal issues involved in the company’s incentive plan, so as 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.
Jindu agrees to take this legal opinion as one of the necessary documents for the company to implement this incentive plan, report or announce it together with other materials as a public disclosure document, and bear corresponding legal liabilities for the legal opinions issued in accordance with the law.
This legal opinion is only used by the company for the purpose of lifting the restrictions on sales, and shall not be used for any other purpose. Kindu agrees that the company shall quote the relevant contents of this legal opinion in the relevant documents made by the company for the purpose of lifting the restrictions on sales, but the company shall not cause legal ambiguity or misinterpretation due to the quotation. Kindu has the right to review and confirm the corresponding contents of the above relevant documents again.
In accordance with the company law, the securities law and other relevant laws and regulations, the requirements of the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”) and the relevant provisions of the Shenzhen Stock Exchange, and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, Jindu issued the following legal opinions: I. the approval and authorization of the lifting of sales restrictions
(I) on September 9, 2020, the company held the 36th meeting of the 5th board of directors, The proposal on the company’s 2020 stock option and restricted stock incentive plan (Draft) and its summary, the proposal on the management measures for the implementation and assessment of the company’s 2020 stock option and restricted stock incentive plan, the proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive and other proposals related to this incentive plan were reviewed and approved. On the same day, the independent directors of the company expressed their independent opinions that the implementation of the equity incentive plan by the company is conducive to the sustainable development of the company and does not harm the interests of the company and all shareholders, and agreed to the implementation of the incentive plan by the company.
(II) on September 9, 2020, the company held the 21st Meeting of the 5th board of supervisors, The proposal on the company’s 2020 stock option and restricted stock incentive plan (Draft) and its summary, the proposal on the management measures for the implementation and assessment of the company’s 2020 stock option and restricted stock incentive plan, and the proposal on verifying the list of incentive objects of the company’s 2020 stock option and restricted stock incentive plan were reviewed and approved The incentive plan is related to this proposal.
(III) on September 9, 2020, the company was on cninfo.com（ http://www.cn.info.co m. C N / new / index) and other public websites disclose the list of incentive objects of the incentive plan. On the same day, the company disclosed the list of incentive objects of the incentive plan on its internal website and publicized the names and positions of incentive objects from September 9, 2020 to September 20, 2020. On September 22, 2020, the board of supervisors of the company issued the statement on the review and publicity of the list of incentive objects of 2020 stock option and restricted stock incentive plan.
(IV) on September 28, 2020, the company held the third extraordinary general meeting of shareholders in 2020, The proposal on the company’s 2020 stock option and restricted stock incentive plan (Draft) and its summary, the proposal on the management measures for the implementation and assessment of the company’s 2020 stock option and restricted stock incentive plan, the proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive and other proposals related to this incentive plan were reviewed and approved.
Independent directors publicly solicited entrusted voting rights from all shareholders.
(V) on September 29, 2020, the company held the 38th meeting of the 5th board of directors, deliberated and approved the proposal on adjusting the list of incentive objects and the number of rights and interests granted under the 2020 stock option and restricted stock incentive plan and the proposal on granting stock option and restricted stock to incentive objects. On the same day, the independent directors expressed independent opinions on this adjustment and this grant, and agreed that the grant date of this incentive plan was September 29, 2020, granting 6994783 stock options to 382 incentive objects and 11504217 restricted shares to 454 incentive objects.
(VI) on September 29, 2020, the company held the 22nd Meeting of the 5th board of supervisors, deliberated and approved the proposal on adjusting the list of incentive objects and the number of rights and interests granted under the 2020 stock option and restricted stock incentive plan and the proposal on granting stock option and restricted stock to incentive objects, and agreed
The grant date of this incentive plan is September 29, 2020, granting 6.994783 million stock options to 382 incentive objects and 11.504217 million restricted shares to 454 incentive objects.
(VII) on November 3, 2021, the company held the 16th meeting of the sixth board of directors, deliberated and approved the proposal on the achievement of the conditions for the lifting of the restrictions during the first lifting period of the company’s 2020 stock option and restricted stock incentive plan, and the proposal on the repurchase and cancellation of some restricted shares of the company’s 2020 stock option and restricted stock incentive plan, The board of Directors believes that except for the restricted shares granted by the incentive objects Li Xueying and Kong Jiyang to suspend registration, the conditions for the release of restricted shares granted by the company’s 2020 equity incentive plan in the first release period have been met; In addition to the above-mentioned incentive objects and resigned personnel whose registration has been suspended, the number of restricted shares of 420 incentive objects who agree to meet the conditions for lifting the restrictions is 1827320 shares in the first lifting period; At the same time, it is agreed to repurchase and cancel 198730 restricted shares granted to 32 resigned incentive objects but not yet lifted the restrictions on sales, and 28321 restricted shares that cannot be lifted in the first lifting period due to the personal performance evaluation results of 59 incentive objects who are in office and whose evaluation results are not “a”, with a total of 227051 restricted shares repurchased and cancelled, It accounts for 1.9736% of the total amount of restricted shares granted and about 0.0191% of the current total share capital of the company. The independent directors of the company expressed their independent opinions on the above-mentioned lifting of sales restrictions and cancellation.
(VIII) on November 3, 2021, the company held the 10th meeting of the 6th board of supervisors, deliberated and approved the proposal on the achievement of the conditions for the lifting of the restrictions during the first lifting period of the company’s 2020 stock option and restricted stock incentive plan, and the proposal on the repurchase and cancellation of some restricted shares of the company’s 2020 stock option and restricted stock incentive plan.
(IX) on February 8, 2022, the company held the 19th meeting of the sixth board of directors, deliberated and approved the proposal on the achievement of the conditions for lifting the restrictions on the restricted shares whose registration of the company’s stock option and restricted stock incentive plan is suspended in the first lifting period in 2020, The board of Directors considers that the conditions for the release of restricted shares with suspended registration granted by incentive objects Li Xueying and Kong Jiyang according to the incentive plan have been met in the first release period, and agrees that the number of restricted shares that can be released by the above two incentive objects that meet the conditions for the release of restrictions in the first release period is 1536000 shares.
On the same day, the independent directors expressed their independent opinions on the lifting of the restriction. The company level performance evaluation conditions and individual level performance evaluation conditions that can be met for the lifting of the restriction in the first lifting period of the restricted shares whose registration is suspended in the incentive plan of the company have been met, and the company and the above incentive objects have not had the situation that the restriction cannot be lifted as stipulated in the incentive plan; The lifting of the restriction on sales complies with the relevant provisions of the incentive plan. The incentive object of the lifting of the restriction on sales meets the qualification conditions for lifting the restriction on sales. Its subject qualification as the incentive object of the lifting of the restriction on sales is legal and effective, and there is no situation that damages the interests of the company and all shareholders; It is agreed that the company will handle the procedures for lifting the restrictions on the sale of 1536000 restricted shares in the first lifting period for incentive objects Li Xueying and Kong Jiyang.
(x) on February 8, 2022, the company held the 11th meeting of the 6th board of supervisors, deliberated and approved a proposal on the achievement of the conditions for the lifting of the restrictions on sales during the lifting of the restrictions on sales. The board of supervisors considered that the conditions for the lifting of the restrictions on the registration of restricted shares granted by the incentive objects Li Xueying and Kong Jiyang in the first lifting of the restrictions on sales period had been met, The above-mentioned two incentive objects are legally and effectively qualified to lift the restrictions on sales, and agree that the company will handle the procedures for lifting the restrictions on sales of 1536000 restricted shares in the first lifting period for incentive objects Li Xueying and Kong Jiyang.
In conclusion, Jindu believes that as of the date of issuance of this legal opinion, the company has obtained the necessary approval and authorization for the lifting of the sales restriction at this stage, which is in line with the relevant provisions of the management measures and the incentive plan. 2、 Details of the lifting of sales restrictions this time
(I) the period for lifting the restrictions on sales this time
1. The period for lifting the restrictions on sales this time
According to the incentive plan, the release period of restricted shares granted by the incentive plan and the release schedule of each period are as follows:
Lifting of restrictions on sales arrangement lifting of restrictions on sales time lifting of restrictions on sales proportion
The first delivery date of restricted shares is 12 months from the date of completion of grant registration
30% within 24 months from the date of lifting the sales restriction period to the date of completion of grant registration
End of the last trading day
The second month after the completion of the registration of restricted shares
30% within 36 months from the date of lifting the sales restriction period to the date of completion of grant registration
End of the last trading day
The third of restricted shares shall be delivered on the first day after 36 months from the date of completion of grant registration
40% within 48 months from the date of lifting the restriction period to the date of completion of grant registration
End of the last trading day
(II) conditions for lifting the restrictions
1. Conditions for lifting the restrictions
According to the incentive plan, the restricted shares granted to the incentive object can be released only when the following conditions are met during the release period:
