Guangdong Huashang law firm
On matters related to the grant of the reserved part of the second phase of the restricted stock incentive plan of Chipsea Technologies (Shenzhen) Corp.Ltd(688595) (Shenzhen) Co., Ltd. in 2021
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
About Guangdong Huashang law firm
Chipsea Technologies (Shenzhen) Corp.Ltd(688595) (Shenzhen) Co., Ltd. phase II in 2021
Matters related to the reserved part 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 Chipsea Technologies (Shenzhen) Corp.Ltd(688595) 2021 phase II 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 second phase of restricted stock incentive plan of Chipsea Technologies (Shenzhen) Corp.Ltd(688595) (Shenzhen) Co., Ltd. in 2021 (hereinafter referred to as the “incentive plan”), The legal opinion of Guangdong Huashang law firm on the second phase of restricted stock incentive plan (Draft) of Chipsea Technologies (Shenzhen) Corp.Ltd(688595) (Shenzhen) Co., Ltd. in 2021 has been issued on September 28, 2021 for the implementation of the second phase of restricted stock incentive plan in 2021 (hereinafter referred to as “the incentive plan”). After further verification by our lawyers, we have issued this legal opinion on the matters related to the grant of the reserved part of the Chipsea Technologies (Shenzhen) Corp.Ltd(688595) 2021 phase II restricted stock incentive plan.
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 the reserved part of 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 granting the reserved part of the 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 September 26, 2021, the company held the 34th meeting of the second board of directors, The proposal on the company’s second phase of restricted stock incentive plan in 2021 (Draft) and its summary, the proposal on the company’s assessment and management measures for the implementation of the second phase of restricted stock incentive plan in 2021, and the proposal on the granting of restricted shares to the chairman and general manager Lu Guojian 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 September 26, 2021, the company held the 25th meeting of the second board of supervisors, The proposal on the company’s second phase of restricted stock incentive plan in 2021 (Draft) and its summary, the proposal on the company’s assessment and management measures for the implementation of the second phase of restricted stock incentive plan in 2021, and the proposal on the granting of restricted shares to the chairman and general manager Lu Guojian were reviewed and approved Proposal on verifying the list of incentive objects first granted under the second phase of 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 September 28, 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 fourth extraordinary general meeting of shareholders in 2021.
4. On October 8, 2021, the company publicized the list of incentive objects first granted under the second phase of 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 September 28, 2021 to October 7, 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 October 14, 2021, the company held the fourth extraordinary general meeting of shareholders in 2021, The proposal on the company’s second phase of restricted stock incentive plan in 2021 (Draft) and its summary, the proposal on the company’s assessment and management measures for the implementation of the second phase of restricted stock incentive plan in 2021, the proposal on the proposed granting of restricted shares to the chairman and general manager Lu Guojian and other relevant proposals were reviewed and adopted.
6. On October 21, 2021, the company held the 36th meeting of the second board of directors, deliberated and approved the proposal on granting restricted shares to the incentive objects of the second phase of the restricted stock incentive plan in 2021 for the first time and other relevant proposals. On the same day, the independent directors of the company expressed independent opinions on matters related to the first grant of the incentive plan.
7. On October 21, 2021, the company held the 27th meeting of the second session of the board of supervisors, deliberated and approved the proposal on granting restricted shares to the incentive objects of the second phase of the restricted stock incentive plan in 2021 for the first time and other relevant proposals. On the same day, the board of supervisors of the company issued a notice on matters related to the first grant of the incentive plan
8. On February 22, 2022, the company held the second meeting of the third board of directors, which deliberated and approved the proposal on granting some restricted shares reserved in the second phase of 2021 restricted stock incentive plan to incentive objects, and agreed to grant 620000 reserved restricted shares at 90 yuan / share to 57 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 February 22, 2022, the company held the second meeting of the third board of supervisors, which deliberated and adopted the proposal on granting restricted shares to incentive objects and reserving some restricted shares in the second phase of 2021 restricted stock incentive plan. The board of supervisors verified the list of incentive objects on the grant date and issued verification opinions.
After verification, our lawyers believe that as of the date of issuance of this legal opinion, the company’s grant 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 grant
(I) date of this grant
According to the authorization of the fourth extraordinary general meeting of shareholders in 2021 to the board of directors of the company, the proposal on granting some restricted shares reserved in the second phase of 2021 restricted stock incentive plan to incentive objects was deliberated and adopted at the second meeting of the third board of directors of the company, The board of directors of the company considers that some of the reserved grant conditions of the company’s phase II restricted stock incentive plan in 2021 have been met, and agrees 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.
(II) 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 document issued by the company, and verified by our lawyers, the conditions for this grant of the second phase of the company’s restricted stock incentive plan in 2021 have been completed, This grant of the company complies with the relevant provisions of the company law, the securities law, the administrative measures, the listing rules and the incentive plan.
(III) quantity, number and price of this grant
According to the authorization of the fourth extraordinary general meeting of shareholders in 2021 to the board of directors of the company, the proposal on granting some restricted shares reserved in the second phase of 2021 restricted stock incentive plan to incentive objects was deliberated and adopted at the second meeting of the third board of directors of the company, The board of directors of the company believes that the conditions for granting some reserved restricted shares stipulated in the second phase of the company’s restricted stock incentive plan in 2021 have been met, and agrees to determine February 22, 2022 as the grant date to grant the reserved 620000 restricted shares at 90 yuan / share to 57 eligible incentive objects.
After verification, one senior manager participated in this award. The list of some incentive objects granted this time and the distribution of rights and interests to be granted are as follows:
Restricted shares granted restricted shares granted name of restricted shares granted nationality number of job tickets (10000 shares) in the total amount granted proportion in the current total share capital
1、 Directors and senior management
Ding Jingzhu, deputy general manager of China 2.00 0.56% 0.02%
2、 Key technical and business personnel, core management personnel and business backbone specially employed
60.00 16.67% 0.60% of other persons deemed by the board of directors to need incentives
Staff (26 in total)
Total 62.00 17.22% 0.62%
Note: if there is any difference in the mantissa between the sum of some total numbers and each detailed number in the above table, it is caused by the rounding of the above percentage results.
In conclusion, our lawyers believe that the granting object, quantity and price of restricted shares granted this time are consistent with the provisions of the company’s incentive plan. The grant object, quantity and price of this grant comply with the relevant provisions of the company law, the securities law, the administrative measures, the listing rules and the company’s incentive plan. 3、 Concluding observations
In conclusion, our lawyers believe that:
As of the date of issuance of this legal opinion, the company has obtained the necessary approval and authorization at this stage; The number, number, price and date of grant of restricted shares granted to the object of this grant comply with the relevant provisions of the administrative measures and the incentive plan, and the conditions of this grant have been met.
This legal opinion is made in three originals without copies. Signed by the handling lawyer of the firm and stamped with the official seal of the firm
