Guangdong Huashang law firm
Legal opinion on Chipsea Technologies (Shenzhen) Corp.Ltd(688595) (Shenzhen) Co., Ltd. 2021 restricted stock incentive plan grant price adjustment and reserved partial grant matters
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. in 2021
Legal opinion on the adjustment of the grant price of the restricted stock incentive plan and the reserved part of the grant matters
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 Chipsea Technologies (Shenzhen) Corp.Ltd(688595) 2021 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 2021 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 2021 restricted stock incentive plan (Draft) of Chipsea Technologies (Shenzhen) Corp.Ltd(688595) (Shenzhen) Co., Ltd. has been issued on April 2, 2021 for the implementation of the 2021 restricted stock incentive plan for Chipsea Technologies (Shenzhen) Corp.Ltd(688595) (hereinafter referred to as the "incentive plan"), On April 21, 2021, Guangdong Huashang law firm issued the legal opinion on matters related to the first grant of restricted stock incentive plan of Chipsea Technologies (Shenzhen) Corp.Ltd(688595) (Shenzhen) Co., Ltd. in 2021, On November 18, 2021, Guangdong Huashang law firm issued the legal opinion on the granting of the reserved part of the restricted stock incentive plan of Chipsea Technologies (Shenzhen) Corp.Ltd(688595) (Shenzhen) Co., Ltd. in 2021. After further verification by our lawyers, we have issued this legal opinion on the issue of Chipsea Technologies (Shenzhen) Corp.Ltd(688595) 2021 restricted stock incentive plan grant price adjustment and reserved partial grant (hereinafter referred to as "this adjustment and grant").
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 firm and its handling lawyers only express opinions on legal issues related to 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 matters involved in this legal opinion, and 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 opinion 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 granting of some restricted shares reserved in the company's incentive plan, which shall be filed or publicly disclosed together with other materials; This legal opinion is only used for the purpose of this adjustment and grant, 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 adjustment and grant
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 April 1, 2021, the company held the 26th meeting of the second board of directors, The proposal on the company's 2021 restricted stock incentive plan (Draft) and its summary, the proposal on the measures for the implementation and assessment of the company's 2021 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 April 1, 2021, the company held the 19th meeting of the second board of supervisors, The proposal on the company's 2021 restricted stock incentive plan (Draft) and its summary, the proposal on the measures for the implementation and assessment of the company's 2021 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 list of incentive objects first granted by the company's restricted stock incentive plan in 2021 and other relevant proposals. On the same day, the board of supervisors of the company issued verification opinions on the incentive plan.
3. On April 6, 2021, the company issued the announcement of Chipsea Technologies (Shenzhen) Corp.Ltd(688595) (Shenzhen) Co., Ltd. on the public solicitation of entrusted voting rights of independent directors through the designated information disclosure platform. As the soliciter, Mr. Cai Yimao, the independent director, solicited voting rights from all shareholders of the company on the proposals related to the incentive plan considered at the first extraordinary general meeting of shareholders in 2021.
4. On April 6, 2021, the company publicized the list of incentive objects first granted under the restricted stock incentive plan of Chipsea Technologies (Shenzhen) Corp.Ltd(688595) (Shenzhen) Co., Ltd. in 2021, and publicized the names and positions of incentive objects first granted under the incentive plan within the company from April 6, 2021 to April 15, 2021 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 April 21, 2021, the company held the first extraordinary general meeting of shareholders in 2021, The proposal on the company's 2021 restricted stock incentive plan (Draft) > and its summary, the proposal on the measures for the implementation and assessment of the company's 2021 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 April 21, 2021, the company held the 28th meeting of the second board of directors, deliberated and approved the proposal on granting restricted shares to the incentive objects of the 2021 restricted stock incentive plan for the first time and other relevant proposals. On the same day, the independent directors of the company expressed their independent opinions on the granting of the reserved part of the incentive plan. The proposal on the first granting of restricted shares to the incentive objects of the restricted stock incentive plan in 2021 and other relevant proposals. On the same day, the board of supervisors of the company issued verification opinions on the reserved part of the incentive plan. 8. On November 18, 2021, the company held the 39th meeting of the second board of directors, which deliberated and passed the proposal on granting some restricted shares reserved in the 2021 equity incentive plan to incentive objects, and agreed to grant 535000 reserved restricted shares at 50 yuan / share to 12 eligible incentive objects. The independent directors of the company expressed their independent opinions on the matter and believed that the grant conditions had been met, the subject qualification of the incentive object 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 adopted the proposal on granting some restricted shares reserved in the 2021 equity incentive plan to incentive objects. 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 approved the proposal on adjusting the grant price of the restricted stock incentive plan in 2020 and 2021 and the proposal on granting some restricted shares reserved in the restricted stock incentive plan in 2021 to the incentive object, It is agreed that the grant price (including reserved grant) of the restricted stock incentive plan in 2021 will be adjusted from 50 yuan / share to 49.7 yuan / share. It is determined that February 22, 2022 is the reserved grant date, and it is agreed to grant 105000 shares to 5 incentive objects at 49.7 yuan / share. 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 approved the proposal on adjusting the grant price of the restricted stock incentive plan in 2020 and 2021 and the proposal on granting some restricted shares reserved in the restricted stock incentive plan in 2021 to the incentive object, And verified the list of incentive objects on the grant date and issued verification opinions.
In conclusion, our lawyers believe that as of the date of issuance of this legal opinion, the adjustment and grant of the company have obtained the necessary approval and authorization at this stage, and comply with the relevant provisions of laws, regulations and 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 and grant
(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 first extraordinary general meeting in 2021, 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 2021 is 49.7 yuan / share (= 50 yuan / share - 0.3 yuan / share).
(II) adjustment results and impact
The board of directors of the company agrees that the grant price (including reserved grant) of the restricted stock incentive plan for the incentive object in 2021 shall be adjusted from 50 yuan / share to 49.7 yuan / share. These adjustments are within the scope of authorization of the board of directors by the first extraordinary general meeting of shareholders in 2021. 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) date of this grant
According to the authorization given to the board of directors by the company's first extraordinary general meeting in 2021 and the proposal on granting some restricted shares reserved in the 2021 restricted stock incentive plan to incentive objects deliberated and adopted at the second meeting of the third board of directors, the board of directors of the company considers that the reserved conditions for granting the 2021 restricted stock incentive plan have been met, It is agreed to determine February 22, 2022 as the grant date of this grant. After verification, the grant date is the trading day.
The exchange believes that the determination of the grant date of this incentive plan complies with the relevant provisions on the grant date in the company law, the securities law, the administrative measures, the listing rules and the incentive plan.
(IV) conditions of this grant
According to the relevant provisions of the administrative measures and the incentive plan, when the company grants the incentive restricted shares to the incentive object, the following conditions shall be met at the same time:
(1) The company is not under any of the following circumstances:
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.
(2) The incentive object does not have any of the following situations:
① Being identified as an inappropriate candidate by the stock exchange within 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.
According to the audit report (TJs [2021] No. 3-280) issued by Tianjian Certified Public Accountants (special general partnership) and the confirmation documents issued by the company, and verified by the lawyers of the firm, the conditions for this grant of the company's restricted stock incentive plan in 2021 have been met, This grant of the company complies with the company law, securities law, administrative measures, listing rules and incentive plan
