Guangdong Huashang law firm
About the 2020 restricted stock incentive plan of Chipsea Technologies (Shenzhen) Corp.Ltd(688595) (Shenzhen) Co., Ltd
Granting price adjustment
Legal opinion
February, 2002
Floors 21a-3, 22a, 23a, 24a and 25A of Hong Kong China Travel Service building, 4011 Shennan Avenue, Futian District, Shenzhen, China
Guangdong Huashang law firm
About Chipsea Technologies (Shenzhen) Corp.Ltd(688595) (Shenzhen) Co., Ltd. 2020
Adjustment of the grant price of the restricted stock incentive plan
Legal opinion
To: Chipsea Technologies (Shenzhen) Corp.Ltd(688595) (Shenzhen) Co., Ltd
Guangdong Huashang law firm (hereinafter referred to as "the firm") accepts the entrustment of Chipsea Technologies (Shenzhen) Corp.Ltd(688595) (Shenzhen) Co., Ltd. (hereinafter referred to as "the company" and " Chipsea Technologies (Shenzhen) Corp.Ltd(688595) ") as the special legal adviser on matters related to the Chipsea Technologies (Shenzhen) Corp.Ltd(688595) 2020 restricted stock incentive plan (hereinafter referred to as "the incentive plan"), In accordance with the securities law of the people's Republic of China (hereinafter referred to as the "Securities Law"), the company law of the people's Republic of China (hereinafter referred to as the "company law") and the measures for the administration of equity incentive of listed companies (hereinafter referred to as the "administrative measures") Relevant laws and regulations such as the Listing Rules of shares on the science and Innovation Board of Shanghai Stock Exchange (hereinafter referred to as the "Listing Rules") and the self regulatory guide for listed companies on the science and Innovation Board No. 4 - disclosure of equity incentive information (hereinafter referred to as the "self regulatory Guide") Normative documents and relevant provisions of the articles of association of Chipsea Technologies (Shenzhen) Corp.Ltd(688595) (Shenzhen) Co., Ltd. (hereinafter referred to as the "articles of association") and the 2020 restricted stock incentive plan of Chipsea Technologies (Shenzhen) Corp.Ltd(688595) (Shenzhen) Co., Ltd. (hereinafter referred to as the "incentive plan"), The legal opinion of Guangdong Huashang law firm on the 2020 restricted stock incentive plan (Draft) of Chipsea Technologies (Shenzhen) Corp.Ltd(688595) (Shenzhen) Co., Ltd. has been issued on November 20, 2020 for the implementation of Chipsea Technologies (Shenzhen) Corp.Ltd(688595) 2020 restricted stock incentive plan (hereinafter referred to as "this incentive plan"), On December 14, 2020, Guangdong Huashang law firm issued the legal opinion on the first grant of the 2020 restricted stock incentive plan of Chipsea Technologies (Shenzhen) Corp.Ltd(688595) (Shenzhen) Co., Ltd. and the adjustment of incentive objects, On November 18, 2021, Guangdong Huashang law firm issued the legal opinion on the granting of the reserved part of the 2020 restricted stock incentive plan of Chipsea Technologies (Shenzhen) Corp.Ltd(688595) (Shenzhen) Co., Ltd. This legal opinion is hereby issued on matters related to the grant price adjustment of Chipsea Technologies (Shenzhen) Corp.Ltd(688595) 2020 restricted stock incentive plan (hereinafter referred to as "this adjustment").
In order to issue this legal opinion, we and our lawyers hereby make the following premises and statements:
1. In accordance with the provisions of the securities law and other regulations 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, followed the principles of diligence and good faith, conducted sufficient verification and verification, and ensured that the facts identified in this legal opinion are true, accurate and complete, The concluding opinions issued are legal and accurate, free from false records, misleading statements or major omissions, and bear corresponding legal liabilities;
2. The exchange and its handling lawyers only express opinions on legal issues related to the price adjustment granted by the incentive plan, but do not express opinions on professional matters such as accounting, audit, asset evaluation and internal control; 3. In this legal opinion, we and our lawyers determine whether certain events are legal and effective based on the applicable laws, regulations, rules and normative documents when such events occur;
4. The documents and materials provided by the company to the exchange are true, accurate, complete and effective without concealment, falsehood and major omissions; If the document material is a copy or copy, it shall be consistent with the original or original, and the signature and seal of such document material are true;
5. For the fact that this legal opinion is very important and cannot be supported by independent evidence, the exchange will issue verification opinions based on the supporting documents issued by relevant government departments or other relevant units or relevant parties of this incentive plan;
6. The exchange only gives legal opinions on the issue of grant price adjustment 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;
7. The exchange agrees to take this legal opinion as one of the necessary legal documents for the price adjustment granted by the company in this incentive plan, which shall be filed or publicly disclosed together with other materials; This legal opinion is only used for the purpose of price adjustment granted by this incentive plan, and shall not be used for any other purpose without the written consent of the exchange.
Based on the above premises and statements, our lawyers give the following opinions:
1、 Approval and authorization of this incentive plan
After verification by our lawyers, in order to implement the incentive plan, Chipsea Technologies (Shenzhen) Corp.Ltd(688595) has fulfilled the following approvals and authorizations:
1. On November 20, 2020, the company held the 22nd Meeting of the second board of directors, The proposal on the company's 2020 restricted stock incentive plan (Draft) > and its summary, the proposal on the measures for the implementation and assessment of the company's 2020 restricted stock incentive plan, and the proposal on the granting of restricted shares to Mr. Lu Guojian, chairman and general manager were reviewed and approved Proposal on requesting the general meeting of shareholders of the company to authorize the board of directors to handle matters related to equity incentive and other relevant proposals. On the same day, the independent directors of the company expressed independent opinions on the incentive plan and agreed to implement the incentive plan.
2. On November 20, 2020, the company held the 16th meeting of the second board of supervisors, The proposal on the company's 2020 restricted stock incentive plan (Draft) > and its summary, the proposal on the measures for the implementation and assessment of the company's 2020 restricted stock incentive plan, and the proposal on the granting of restricted shares to Mr. Lu Guojian, chairman and general manager were reviewed and approved Proposal on verifying the company's list of incentive objects granted for the first time under the 2020 restricted stock incentive plan and other relevant proposals. On the same day, the board of supervisors of the company issued verification opinions on the incentive plan.
3. On November 24, 2020, the company posted on the website of Shanghai Stock Exchange (www.sse. Com. CN.) The announcement on the public solicitation of entrusted voting rights by independent directors was disclosed. According to the entrustment of other independent directors of the company, Mr. Cai Yimao, the independent director, as the soliciter, solicited entrusted voting rights from all shareholders of the company on the proposals related to the incentive plan considered at the fourth extraordinary general meeting of shareholders in 2020.
4. On November 24, 2020, the company publicized the list of incentive objects of the 2020 restricted stock incentive plan of Chipsea Technologies (Shenzhen) Corp.Ltd(688595) (Shenzhen) Co., Ltd., and publicized the names and positions of the incentive objects granted for the first time in the incentive plan within the company from November 24, 2020 to December 3, 2020 for a total of 10 days. As of the expiration of the publicity period, the board of supervisors of the company has not received any objection to the proposed incentive object. 5. On December 11, 2020, the company held the fourth extraordinary general meeting of shareholders in 2020, The proposal on the company's 2020 restricted stock incentive plan (Draft) > and its summary, the proposal on the measures for the implementation and assessment of the company's 2020 restricted stock incentive plan, the proposal on the proposed granting of restricted shares to Mr. Lu Guojian, chairman and general manager and other relevant proposals were reviewed and approved.
6. On December 11, 2020, the company held the 23rd Meeting of the second board of directors, deliberated and approved the proposal on adjusting the list and number of incentive objects granted for the first time in the 2020 restricted stock incentive plan, the proposal on granting restricted shares to incentive objects for the first time and other relevant proposals. On the same day, the independent directors of the company expressed independent opinions on the adjustment of the incentive plan and the first grant.
7. On December 11, 2020, the company held the 17th meeting of the second board of supervisors, deliberated and approved the proposal on adjusting the list and number of incentive objects granted for the first time in the 2020 restricted stock incentive plan, the proposal on granting restricted shares to incentive objects for the first time and other relevant proposals. On the same day, the board of supervisors of the company issued verification opinions on the adjustment of the incentive plan and the first grant.
8. On November 18, 2021, the company held the 39th meeting of the second board of directors, deliberated and passed the proposal on granting some restricted shares reserved in 2020 equity incentive plan to incentive objects, determined November 18, 2021 as the grant date, and agreed to grant 700000 restricted shares to 42 incentive objects at 65 yuan / share. On the same day, the independent directors of the company expressed independent opinions on this adjustment, and believed that the grant conditions had been achieved, the qualification of incentive objects was legal and effective, and the determined grant date met the relevant provisions.
9. On November 18, 2021, the company held the 29th meeting of the second board of supervisors, which deliberated and passed the proposal on granting incentive objects some restricted shares reserved in the 2020 equity incentive plan. The board of supervisors verified the list of incentive objects on the grant date and issued verification opinions.
10. On February 22, 2022, the company held the second meeting of the third board of directors, deliberated and passed the proposal on adjusting the grant price of restricted stock incentive plan in 2020 and 2021, and agreed to adjust the grant price of restricted stock incentive plan in 2020 (including reserved grant) from 50 yuan / share to 49.7 yuan / share and 65 yuan / share to 64.7 yuan / share respectively. On the same day, the independent directors of the company expressed independent opinions on the adjustment of the incentive plan.
11. On February 22, 2022, the company held the second meeting of the third board of supervisors, deliberated and adopted the proposal on adjusting the grant price of restricted stock incentive plan in 2020 and 2021.
In conclusion, our lawyers believe that as of the date of issuance of this legal opinion, the adjustment of the company has obtained the necessary approval and authorization at this stage, and is in line with the relevant provisions of laws, regulations, normative documents such as the administrative measures, listing rules, disclosure guidelines and the articles of Association and incentive plan.
2、 Main contents of this adjustment
(I) reasons and methods of adjustment
1. Reason for adjustment
On June 4, 2021, the company disclosed the announcement on the implementation of annual equity distribution in 2020, which distributed a cash dividend of 0.3 yuan (including tax) per share based on the total share capital of the company before the implementation of the profit distribution plan.
According to the relevant provisions of the incentive plan and the authorization of the company's fourth extraordinary general meeting in 2020, from the announcement date of the incentive plan to the date when the incentive object is granted restricted shares, and from the date when the incentive object is granted restricted shares to the date of vesting, the company has matters such as converting capital reserve into share capital, distributing stock dividends, share splitting, allotment, share reduction or dividend distribution, The grant price of restricted shares shall be adjusted accordingly.
2. Adjustment method
According to the equity incentive plan approved by the general meeting of shareholders of the company and in combination with the above adjustment reasons, the grant price of restricted shares in the incentive plan is adjusted according to the following:
P＝P0-V
Where: P0 is the grant price before adjustment; V is the dividend per share; P is the adjusted grant price. After dividend adjustment, P must still be greater than 1.
According to the above formula, the grant price of restricted shares after the adjustment of the incentive plan in 2020 is 49.7 yuan / share (= 50 yuan / share - 0.3 yuan / share) and 64.7 yuan / share (= 65 yuan / share - 0.3 yuan / share).
(II) adjustment results and impact
The board of directors of the company agreed to adjust the grant price (including reserved grant) of the restricted stock incentive plan in 2020 from 50 yuan / share and 65 yuan / share to 49.7 yuan / share and 64.7 yuan / share respectively. These adjustments are within the scope of authorization of the board of directors by the fourth extraordinary general meeting of shareholders in 2020. The company's adjustment of the grant price of restricted shares has no material impact on the company's financial status and operating results.
(III) opinions of independent directors
On February 22, 2022, the independent directors of the company expressed independent opinions on the adjustment of the incentive plan and believed that the adjustment of the grant price of the restricted stock incentive plan in 2020 was in line with the administrative measures for equity incentive of listed companies and other laws and regulations, the relevant provisions of the incentive plan approved by the general meeting of shareholders and the authorization of the general meeting of shareholders of the company, The reasons for adjustment are sufficient, the adjustment procedure is legal, the adjustment method is appropriate, the adjustment result is accurate, and there is no damage to the interests of the company and shareholders.
In conclusion, our lawyers believe that the price adjustment of this grant complies with the relevant provisions of the company law, the securities law, the administrative measures, the listing rules and other laws, regulations and normative documents, as well as the articles of association and the incentive plan.
3、 Concluding observations
In conclusion, our lawyers believe that as of the date of issuance of this legal opinion, the adjustment of the company has obtained the necessary approval and authorization at this stage, which is in line with the relevant provisions of the management measures and the incentive plan. This legal opinion is made in three originals without copies. It shall come into force after being signed by the handling lawyer of the office and stamped with the official seal of the office.
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