Shanghai jintiancheng (Shenzhen) law firm
About Shenzhen Increase Technology Co.Ltd(300713)
Of the first stock option incentive plan (Draft)
Legal opinion
Address: 22nd and 23rd floors, building 1, excellence Century Center, Fuhua 3rd road, Futian Central District, Shenzhen Tel: 0755-82816698 Fax: 0755-82816698 zip code: 518048
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Shanghai jintiancheng (Shenzhen) law firm
About Shenzhen Increase Technology Co.Ltd(300713)
Phase I stock option incentive plan (Draft)
Legal opinion
To: Shenzhen Increase Technology Co.Ltd(300713)
Part I Introduction
Shanghai jintiancheng (Shenzhen) law firm (hereinafter referred to as “the firm”) has accepted the entrustment of Shenzhen Increase Technology Co.Ltd(300713) (hereinafter referred to as ” Shenzhen Increase Technology Co.Ltd(300713) ” or “the company”) to act as the special legal consultant of the company’s phase I stock option incentive plan (hereinafter referred to as “the incentive plan”). According to 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 incentives of listed companies (hereinafter referred to as the “administrative measures”), the rules for the listing of shares on the gem of Shenzhen Stock Exchange (revised in 2020) (hereinafter referred to as the “Listing Rules”) Laws, regulations, rules and normative documents such as self regulatory guidelines for companies listed on the gem of Shenzhen Stock Exchange No. 1 – self regulatory guidelines for business handling (hereinafter referred to as “self regulatory guidelines”) and relevant provisions of the current effective articles of Association (hereinafter referred to as “articles of association”), This legal opinion is issued on the relevant matters involved in the incentive plan to be implemented by the company.
In order to issue this legal opinion, the exchange declares as follows:
1. The firm and its lawyers have strictly performed their statutory duties, followed the principles of diligence, good faith and full verification in accordance with the provisions of the measures for the administration of securities legal business of law firms and the rules for the practice of securities legal business of law firms (for Trial Implementation) and the facts that have occurred or exist before the issuance date of this legal opinion, Ensure that the facts identified in this legal opinion are true, accurate and complete, that the concluding opinions issued are legal and accurate, and that there are no false records, misleading statements or major omissions, and bear corresponding legal liabilities;
3. Our lawyers determine whether a matter is legal and effective on the basis of the laws and regulations of China (for the purpose of this legal opinion, — excluding the Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan region) applicable at the time of the occurrence of the matter, For the facts related to the issuance of this legal opinion that are difficult to conduct comprehensive verification due to objective restrictions or cannot be supported by independent evidence, our lawyers rely on the supporting documents issued by relevant government departments and other relevant institutions to issue this legal opinion;
4. The exchange does not express opinions on professional matters such as accounting and auditing. The reference of our lawyers to some data and conclusions in relevant statements, data and reports in this legal opinion does not mean that our lawyers make any express or implied guarantee for the authenticity of these data and conclusions, and our lawyers do not have the legal qualification to check and judge these contents;
5. The exchange only gives legal opinions on the matters involved in this legal opinion. The issuance of this legal opinion does not mean or imply that the exchange makes any form of guarantee for this incentive plan or gives any opinions on the value of the underlying shares involved in this incentive plan;
6. The exchange agrees to take this legal opinion as one of the necessary legal documents for the company to implement this incentive plan, report or publicly disclose it together with other materials, and bear corresponding legal liabilities for the legal opinion issued according to law;
7. This legal opinion is only for the purpose of the company’s implementation of this incentive plan, and shall not be used for any other purpose.
Based on the above-mentioned legal standards and the spirit of professional diligence, the lawyer of this firm gives the following opinions:
—–Legal opinion Shanghai jintiancheng (Shenzhen) law firm
The second part is the main body
1、 Subject qualification for implementing this incentive plan
According to the business license (Unified Social Credit Code: 91440300736294056q) issued by Shenzhen market supervision and Administration Bureau on May 7, 2020, the company’s domicile is 1101, building E1, TCL Science Park, No. 1001, Zhongshan Park Road, Shuguang community, Xili street, Nanshan District, Shenzhen; The legal representative is Yin Wei; The business scope of the company is: general business items are: technical development, consultation and sales of computer software and information technology; Investment in industry (specific projects will be reported separately); China’s trade (excluding monopoly, exclusive control and monopoly commodities); Development and sales of software products (excluding restricted items); Operate import and export business (except for projects prohibited by laws, administrative regulations and decisions of the State Council, and restricted projects can be operated only after obtaining permission); House leasing. (items within the business scope that should be approved according to laws, administrative regulations and decisions of the State Council shall be operated on the strength of approval documents and certificates.), The licensed business items are: technology development, production, consultation and sales of Internet Data Center (IDC) equipment; Technical development, production, consultation and sales of supporting equipment for new energy vehicles; Technical development, production, consultation and sales of power electronic products; Development, production, sales, consultation and maintenance of railway electrification equipment and related software; Design, development, construction, operation and maintenance of new energy vehicle charging station; Design, development, construction, operation and maintenance of renewable energy distributed power station system; Development, production, sales, consultation and maintenance of automation system, equipment and related software; General contracting and professional contracting of new energy vehicle charging station and renewable energy distributed power station; Intelligent power transmission and transformation, intelligent power distribution and control technology and equipment manufacturing; Import and export of goods and technology. (items within the business scope that should be approved according to laws, administrative regulations and decisions of the State Council shall be operated on the strength of approval documents and certificates); The operation period of the company is from April 24, 2002 to January 1, 5000.
According to the reply on Approving the initial public offering of Shenzhen Increase Technology Co.Ltd(300713) shares (zjxk [2017] No. 1784) issued by China Securities Regulatory Commission (hereinafter referred to as “CSRC”) on September 29, 2017 and the notice on the listing and trading of Shenzhen Increase Technology Co.Ltd(300713) RMB common shares (SZS [2017] No. 689) issued by Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”), The company issued 10.625 million RMB common shares to the public for the first time and was listed on Shenzhen Stock Exchange on November 1, 2017. The securities are abbreviated as ” Shenzhen Increase Technology Co.Ltd(300713) ” and the securities code is “300713”.
—–Legal opinion Shanghai jintiancheng (Shenzhen) law firm
According to the articles of association, the information publicly disclosed by the company, the confirmation letter issued by the company and the national enterprise credit information publicity system searched by our lawyers, the company is in existence as of the date of issuance of this legal opinion; There is no circumstance that the company should terminate its operation in accordance with relevant laws, regulations, normative documents and the articles of association.
According to the audit report (Rong Cheng Shen Zi [2021] No. 518z0359), Shenzhen Increase Technology Co.Ltd(300713) 2020 annual report, the company’s publicly disclosed information, the articles of association and the confirmation letter issued by the company issued by Rongcheng Certified Public Accountants (special general partnership) and verified by our lawyers, as of the date of issuance of this legal opinion, The company does not have the following circumstances that prohibit the implementation of equity incentive plan 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.
In conclusion, our lawyers believe that as of the date of issuance of this legal opinion, the company is a joint stock limited company established and effectively existing according to law, and its shares are listed on the Shenzhen Stock Exchange. There is no situation that equity incentive shall not be implemented as stipulated in Article 7 of the administrative measures, which meets the conditions for the implementation of equity incentive plan as stipulated in the administrative measures, The company is qualified to implement the incentive plan.
2、 Legality and compliance of the contents of this incentive plan
On February 22, 2022, the second meeting of the third board of directors of the company deliberated and approved the proposal on the first stock option incentive plan (Draft) and summary and other proposals related to the incentive plan. According to the relevant provisions of the administrative measures, our lawyers have properly verified the main contents of the Shenzhen Increase Technology Co.Ltd(300713) first stock option incentive plan (Draft) (hereinafter referred to as the “incentive plan (Draft)”, as follows:
(I) items specified in this incentive plan
—–Legal opinion Shanghai jintiancheng (Shenzhen) law firm
After review, the incentive plan (Draft) is divided into 15 chapters, mainly including the interpretation, the implementation purpose of the incentive plan, the management organization of the incentive plan, the determination basis and scope of incentive objects, the source, quantity and distribution of shares involved in stock options, the validity period, grant date, waiting period, vesting date, exercise arrangement and sales restriction of the incentive plan, The exercise price and determination method of stock options, the grant and exercise conditions of stock options, the adjustment methods and procedures of this incentive plan, the accounting treatment of stock options, the implementation procedures of this incentive plan, the respective rights and obligations of the company / incentive object, and the treatment method of changes in the situation of the company / incentive object, Settlement mechanism and supplementary provisions for relevant disputes or disputes between the company and incentive objects.
After verification, our lawyers believe that the matters specified in the incentive plan (Draft) comply with the provisions of Article 9 of the administrative measures.
(II) determination basis and scope of incentive objects
1. Basis for determining incentive objects
According to the incentive plan (Draft), the legal basis for determining the incentive objects of this incentive plan is the company law, securities law, administrative measures, listing rules, self regulatory guide and other relevant laws, administrative regulations, normative documents and the relevant provisions of the articles of association. The position basis of the incentive object determined in this incentive plan is the company’s directors, senior managers and other personnel (excluding independent directors and supervisors) that the company’s board of directors deems necessary to be encouraged.
2. Scope of incentive objects
According to the incentive plan (Draft), there are no more than 160 incentive objects granted for the first time in this incentive plan, including: (1) directors and senior managers; (2) Other personnel deemed necessary by the board of directors of the company.
The incentive objects of this incentive plan include Yin Wei, the actual controller, chairman and general manager of the company. As the leading core of the company, Yin Wei has a decisive influence on the company’s business management, development strategy and other major decisions.
In addition, the incentive objects of this incentive plan also include Deng Hu and Liu Wenfeng, who separately hold more than 5% of the shares of the company. Deng Hu is currently the director and Secretary of the board of directors of the company, and Liu Wenfeng is currently the director and general manager of the power supply division of the company, all of which play an important role in the company’s strategic planning, operation and management and business development.
—–Legal opinion Shanghai jintiancheng (Shenzhen) law firm
According to the incentive plan (Draft), the incentive plan takes Yin Wei, the actual controller, Deng Hu and Liu Wenfeng, the shareholders holding more than 5% of the company’s shares, as the incentive objects, which is reasonable and necessary in line with the actual situation and development needs of the company and the relevant provisions of the listing rules.
According to the incentive plan (Draft), all incentive objects must work in the company (including subsidiaries) and sign labor contracts or employment agreements when the company grants stock options and during the assessment period of this incentive plan.
According to the incentive plan (Draft), within 12 months after the incentive plan is considered and approved by the general meeting of shareholders, the incentive objects reserved for grant shall be determined with reference to the standard of incentive objects granted for the first time.
According to the incentive plan (Draft), the circumstances that cannot be the incentive object of this incentive plan are: (1) being identified as inappropriate by the stock exchange in 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.
If one of the above-mentioned circumstances occurs to an incentive object during the implementation of the incentive plan, the stock options granted but not exercised by the incentive object according to the incentive plan shall be cancelled by the company.
3. Verification of incentive objects
According to the incentive plan (Draft), the incentive target company verified it through the following ways:
(1) After the incentive plan is reviewed and approved by the board of directors, the company will publicize the names and positions of incentive objects internally for a period of no less than 10 years
