Guohao law firm (Hangzhou)
About
2022 restricted stock incentive plan (Draft)
Legal opinion
Address: Guohao lawyer building, No. 2 and No. 15, Baita Park, laofuxing Road, Shangcheng District, Hangzhou zip code: 310008
Grandall building, No.2 & No.15, block B, Baita Park, old Fuxing Road, Hangzhou, Zhejiang 310008, China Tel: (+ 86) (571) 8577 5888 fax / Fax: (+ 86) (571) 8577 5643
Email / mail: [email protected].
Website: http://www.grandall.com.cn.
February, 2002
interpretation
Unless otherwise specified, the following words have the following specific meanings:
Company, Dbappsecurity Co.Ltd(688023) refers to Dbappsecurity Co.Ltd(688023)
This incentive plan refers to the Dbappsecurity Co.Ltd(688023) 2022 restricted stock incentive plan
This office refers to Guohao law firm (Hangzhou)
Lawyers of the firm refer to the handling lawyers assigned by the firm for Dbappsecurity Co.Ltd(688023) implementing the incentive plan
Incentive plan (Draft) refers to the Dbappsecurity Co.Ltd(688023) 2022 restricted stock incentive plan (Draft)
Assessment management measures refer to the assessment management measures for the implementation of Dbappsecurity Co.Ltd(688023) 2022 restricted stock incentive plan
The underlying stock / restricted stock refers to the Dbappsecurity Co.Ltd(688023) stock granted and registered by the incentive object who meets the grant conditions of the incentive plan and meets the corresponding benefit conditions
Company Law refers to the company law of the people's Republic of China
Securities Law refers to the securities law of the people's Republic of China
The Administrative Measures refer to the administrative measures for equity incentive of listed companies
Listing Rules refers to the Listing Rules of Shanghai Stock Exchange's Sci tech innovation board
The disclosure guidelines refer to the memorandum of work on information disclosure of listed companies on the science and Innovation Board No. 4 - Guidelines on disclosure of equity incentive information
Articles of association means the Dbappsecurity Co.Ltd(688023) articles of association
Remuneration Committee refers to Dbappsecurity Co.Ltd(688023) the remuneration and assessment committee of the board of directors
CSRC refers to the China Securities Regulatory Commission
Shanghai stock exchange refers to Shanghai Stock Exchange
This legal opinion refers to the legal opinion of Guohao law firm on the 2022 restricted stock incentive plan (Draft) of Hangzhou Dbappsecurity Co.Ltd(688023) Technology Co., Ltd
Yuan and 10000 yuan refer to RMB yuan and 10000 yuan
Guohao law firm (Hangzhou)
about
Dbappsecurity Co.Ltd(688023)
Restricted stock incentive plan for 2022 (Draft)
of
Legal opinion
To: Dbappsecurity Co.Ltd(688023)
According to the special legal service entrustment agreement signed between Dbappsecurity Co.Ltd(688023) and Guohao law firm (Hangzhou), the exchange accepts the entrustment of Dbappsecurity Co.Ltd(688023) and, as a special legal consultant, in accordance with the company law, securities law, administrative measures and other relevant laws, regulations and normative documents, as well as the provisions of the articles of association and incentive plan (Draft), This legal opinion is issued on Dbappsecurity Co.Ltd(688023) matters related to the implementation of this incentive plan.
Part I Introduction
This legal opinion is based on the facts that have occurred or existed before the date of issuance of this legal opinion and the legal opinions issued by the existing laws, regulations and normative documents in China, and does not provide opinions on non legal matters. Before issuing this legal opinion, Dbappsecurity Co.Ltd(688023) has promised to our lawyers that the information provided to our lawyers is true, complete and effective, and there is no concealment, falsehood and misleading.
There are no false, seriously misleading statements and major omissions in this legal opinion. Otherwise, the exchange is willing to bear corresponding legal liabilities according to law.
This legal opinion can only be used for the purpose of Dbappsecurity Co.Ltd(688023) implementing this incentive plan, and can not be used for any other purpose without the prior written permission of the exchange.
The exchange agrees to take this legal opinion as one of the necessary legal documents for Dbappsecurity Co.Ltd(688023) implementing this incentive plan, publicly disclose it together with other application materials, and bear the responsibility for the legal opinion issued in accordance with the law. The lawyers of our firm have conducted reasonable, necessary and possible verification, verification and Discussion on the information, documents and relevant facts provided or disclosed by Dbappsecurity Co.Ltd(688023) and the legal issues involved in accordance with the recognized business standards, ethics and the spirit of diligence in the lawyer industry, and have issued this legal opinion.
The second part is the main body
1、 Subject qualification for implementing this incentive plan
(I) after verification by the lawyers of the firm, Dbappsecurity Co.Ltd(688023) is a joint stock limited company established and effectively existing by Hangzhou Dbappsecurity Co.Ltd(688023) Technology Co., Ltd. on January 25, 2018.
With the approval of China Securities Regulatory Commission on the issuance of zjxk [2019] No. 1919 and the approval of self regulatory decision [2019] No. 233 of Shanghai Stock Exchange, Dbappsecurity Co.Ltd(688023) publicly issued A-Shares to the public on November 5, 2019 and listed on the science and Innovation Board of Shanghai Stock Exchange. The securities are referred to as " Dbappsecurity Co.Ltd(688023) " for short and the stock code is "688023".
(II) after verification by our lawyers, Dbappsecurity Co.Ltd(688023) holds the business license (Unified Social Credit Code: 913301086623011957) issued by Hangzhou market supervision and Administration Bureau. His domicile is 188 Lianhui street, Xixing street, Binjiang District, Hangzhou, Zhejiang Province. His legal representative is Wu Zhuoqun and his registered capital is 78.504696 million yuan, The company is a joint stock limited company (listed, invested or controlled by natural persons), and its business scope includes services: information security equipment, network security equipment, network security software, computer software and hardware, technical development and technical services of system integration, non certificate labor vocational skill training for adults (except for projects involving pre-approval), convention and exhibition services; Production and processing: information security equipment, network security equipment and computer equipment; Wholesale and retail: electronic products, communication equipment, computer software and hardware; Import and export of goods (except for projects prohibited by laws and administrative regulations, and projects restricted by laws and administrative regulations can be operated only after obtaining licenses). (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments).
(III) after verification by the lawyers of the firm, Dbappsecurity Co.Ltd(688023) there are no 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 latest 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: Dbappsecurity Co.Ltd(688023) a joint stock limited company established and validly existing according to law; As of the date of issuance of this legal opinion, Dbappsecurity Co.Ltd(688023) has not been terminated in accordance with laws, regulations and the articles of Association; And there is no circumstance that equity incentive plan shall not be carried out as stipulated in Article 7 of the administrative measures; Dbappsecurity Co.Ltd(688023) has the subject qualification to implement the equity incentive plan.
2、 Main contents and legal compliance of this incentive plan
After verification by lawyers of the firm, Dbappsecurity Co.Ltd(688023) the proposal on the company's 2022 restricted stock incentive plan (Draft) > and its summary was deliberated and adopted at the 15th meeting of the second board of directors on February 23, 2022. According to the incentive plan (Draft), the number of restricted shares to be granted to incentive objects in the incentive plan is 3061500 shares, accounting for 3.90% of the total share capital of the company on the announcement date of the draft incentive plan. Among them, 2603400 restricted shares were granted for the first time, accounting for 3.32% of the total share capital of the company on the announcement date of the draft incentive plan and 85.04% of the total number of restricted shares to be granted in the incentive plan; 458100 shares are reserved, accounting for 0.58% of the total share capital of the company on the announcement date of the draft incentive plan, and the reserved part accounts for 14.96% of the total number of restricted shares to be granted in the incentive plan.
The company's 2020 restricted stock incentive plan approved by the second extraordinary general meeting of shareholders in 2020 and the company's 2021 restricted stock incentive plan approved by the third extraordinary general meeting of shareholders in 2021 are still being implemented. As of the announcement date of the draft incentive plan, the total number of subject shares involved in all equity incentive plans within the validity period of the company has not exceeded 20.00% of the total share capital of the company. The cumulative number of shares of the company granted by any incentive object in the incentive plan through all equity incentive plans within the validity period does not exceed 1.00% of the total share capital of the company.
Dbappsecurity Co.Ltd(688023) the main contents of this incentive plan are as follows:
(I) purpose of this incentive plan
In order to further improve the corporate governance structure, establish and improve the company's long-term incentive and restraint mechanism, attract and retain the core backbone, fully mobilize their enthusiasm and creativity, effectively improve the cohesion of the core team and the core competitiveness of the enterprise, effectively combine the interests of shareholders, the company and the core team, and make all parties pay common attention to the long-term development of the company, Ensure the realization of the company's development strategy and business objectives. On the premise of fully protecting the interests of shareholders, this incentive plan is formulated in accordance with the principle of equal income and contribution, and in accordance with the provisions of the company law, the securities law, the administrative measures, the listing rules, the business guide and other relevant laws, administrative regulations, normative documents and the articles of association.
(II) incentive objects of this incentive plan
Dbappsecurity Co.Ltd(688023) the incentive objects of this incentive plan are 313 core technicians of the company (including subsidiaries) and other personnel that the board of directors deems necessary to be encouraged. The list of incentive objects is drawn up by the remuneration and assessment committee of the second board of directors of the company and verified at the 13th meeting of the second board of supervisors of the company.
After checking the list of incentive objects, our lawyers confirmed that the incentive objects of this equity incentive plan do not include Dbappsecurity Co.Ltd(688023) independent directors, supervisors, foreign employees, shareholders or actual controllers holding more than 5% of shares alone or in total, their spouses, parents and children.
According to the examination of the lawyers of this firm, as of the date of issuance of this legal opinion, the incentive objects of this equity incentive do not have the following circumstances as described in Article 8 of the administrative measures:
(1) Being identified as an inappropriate candidate by the stock exchange within the last 12 months;
(2) In the last 12 months, he has been identified as an inappropriate candidate by the CSRC and its dispatched offices;
(3) Administrative punishment or market entry prohibition measures by the CSRC and its dispatched offices 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.
In addition, the appraisal management measures have been formulated in this incentive plan, and the performance appraisal indicators are the conditions for the implementation of the equity incentive plan.
Accordingly, our lawyers believe that the equity incentive plan complies with Article 8 of the administrative measures and articles 10.2 and 10.4 of the listing rules.
(III) types, sources and quantities of incentive instruments and underlying stocks of this incentive plan
1. Dbappsecurity Co.Ltd(688023) the incentive tool granted to the incentive object is the second type of restricted stock.
2. Stock source of the incentive plan: the company will issue RMB a ordinary shares to the incentive objects as the stock source of the incentive plan.
3. The number of restricted shares to be granted to the incentive objects in the incentive plan is 3061500 shares, accounting for 3.90% of the total share capital of the company on the announcement date of the draft incentive plan of 78504696 shares. Among them, 2603400 restricted shares were granted for the first time, accounting for 3.32% of the total share capital of the company on the announcement date of the draft incentive plan and 85.8% of the total number of restricted shares to be granted in the incentive plan
