Shanghai jintiancheng law firm about
Of the 2022 restricted stock incentive plan (Draft)
Legal opinion
Address: 11, 12, Shanghai Center Tower, 501 Yingcheng Middle Road, Pudong New Area, Shanghai.
Tel: 021-20511000 Fax: 021-20511999
Postal Code: 200120
Shanghai jintiancheng law firm
About Shanghai Supezet Engineering Technology Corp.Ltd(688121)
2022 restricted stock incentive plan (Draft)
Legal opinion
To: Shanghai Supezet Engineering Technology Corp.Ltd(688121)
Part I Introduction
Shanghai jintiancheng law firm (hereinafter referred to as “the firm” or “we”) has accepted the entrustment of Shanghai Supezet Engineering Technology Corp.Ltd(688121) (hereinafter referred to as ” Shanghai Supezet Engineering Technology Corp.Ltd(688121) ” or “the company”) to appoint a lawyer as the special legal adviser of the company. According to the company law of the people’s Republic of China, the securities law of the people’s Republic of China (revised in 2019) The measures for the administration of equity incentive of listed companies (revised in 2018), the Listing Rules of Shanghai Stock Exchange on the science and innovation board, the self regulatory guide for listed companies on the science and Innovation Board No. 4 – disclosure of equity incentive information, and other relevant laws, regulations, normative documents and Shanghai Supezet Engineering Technology Corp.Ltd(688121) articles of association, in accordance with the business standards recognized by the lawyer industry This legal opinion is issued for Shanghai Supezet Engineering Technology Corp.Ltd(688121) to implement the 2022 restricted stock incentive plan (hereinafter referred to as “this incentive plan” or “this plan”) in the spirit of ethics and diligence.
In order to issue this legal opinion, the exchange declares as follows:
1. The firm and the signing lawyer of this legal opinion 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 and the facts that have occurred or exist before the date of issuance 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;
2. In order to issue this legal opinion, our lawyers reviewed the documents and materials related to the issuance of this legal opinion provided by the company, listened to the statements and explanations of relevant parties on relevant facts, and conducted necessary verification and verification on relevant issues. The company guarantees that the information and documents (including but not limited to the original written materials, duplicate materials and oral information) provided to the lawyers of the firm are true, accurate, complete and effective, the copies or copies of such materials are consistent with the original materials or originals, and the signatures and seals of all documents are true without false records Misleading statements or material omissions;
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, record or publicly disclose it together with other materials, and bear corresponding legal liabilities for the legal opinion issued in accordance with the 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, our lawyer issues this legal opinion in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry as follows:
Part II interpretation
In this legal opinion, unless the context otherwise requires, the following words or abbreviations have the following meanings: Shanghai Supezet Engineering Technology Corp.Ltd(688121) , the company and the company
Refers to Shanghai Supezet Engineering Technology Corp.Ltd(688121)
Company, listed company
Equity incentive plan, the incentive plan of granting restricted shares to the incentive object with the company’s shares as the subject of this share, this plan refers to the equity incentive plan, that is Shanghai Supezet Engineering Technology Corp.Ltd(688121) this incentive plan and the 2022 restricted stock incentive plan
Restricted stocks and incentive objects of the second category that meet the grant conditions of the incentive plan
Shares of the company acquired and registered in batches after the ownership conditions of institutional shares
Restricted stock incentive plan Shanghai Supezet Engineering Technology Corp.Ltd(688121) 2022 restricted index
Plan (Draft) stock incentive plan (Draft)
Articles of association means the Shanghai Supezet Engineering Technology Corp.Ltd(688121) articles of association
Zhuo ran Co., Ltd. refers to Shanghai Zhuo ran Engineering Technology Co., Ltd., the predecessor of Shanghai Supezet Engineering Technology Corp.Ltd(688121)
In accordance with the provisions of this incentive plan, the directors and high incentive objects who obtain restricted shares refer to the senior managers, core employees and other personnel that the board of directors deems necessary to be encouraged
Board of directors means the Shanghai Supezet Engineering Technology Corp.Ltd(688121) board of directors
General meeting means Shanghai Supezet Engineering Technology Corp.Ltd(688121) general meeting of shareholders
Remuneration Committee refers to the remuneration and assessment committee established under the Shanghai Supezet Engineering Technology Corp.Ltd(688121) board of directors
At the time of announcement of the restricted stock incentive plan (Draft), the total issued share capital of the company refers to
The total number of shares in the bank is 202.666667 million shares
The restricted stock grant date refers to the grant date of 6821} to the incentive object
Date must be a trading day
Grant price refers to Shanghai Supezet Engineering Technology Corp.Ltd(688121) the price of each restricted stock granted to the incentive object
The term of validity from the date of the first grant of restricted shares to the grant of incentive objects refers to
The period during which all restricted shares are vested or invalid
After the restricted stock incentive object meets the benefit conditions, Shanghai Supezet Engineering Technology Corp.Ltd(688121) will belong to the index
The act of registering shares in the account of the incentive object
Where the restricted stock incentive plan is established, the incentive object is the incentive attribution conditions
Benefit conditions to be met for incentive shares
After the restricted stock incentive object meets the benefit conditions, the vesting date index of the granted stock is completed
The date of registration must be the trading day
Lock up period refers to the period during which the incentive object is not allowed to transfer restricted shares according to relevant laws and regulations
CSRC refers to the China Securities Regulatory Commission
Shanghai stock exchange refers to Shanghai Stock Exchange
Regulations on the listing of shares on the science and Technology Innovation Board
Refers to the Listing Rules of Shanghai Stock Exchange on the science and innovation board
The measures for the administration of equity incentives refer to the measures for the administration of equity incentives of listed companies (revised in 2018)
The disclosure guide refers to the self regulatory guide for listed companies on the science and Innovation Board No. 4 – disclosure of equity incentive information
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
Yuan and 10000 yuan refer to RMB yuan and 10000 yuan
The third part is the main body
1、 Shanghai Supezet Engineering Technology Corp.Ltd(688121) subject qualification for implementing this incentive plan
(I) Shanghai Supezet Engineering Technology Corp.Ltd(688121) is a listed company legally established and validly existing
According to Shanghai Supezet Engineering Technology Corp.Ltd(688121) current valid business license (Unified Social Credit Code: 91310000741614843q), the company’s domicile is “block D, 4th floor, building 104, No. 1-30, Lane 88, Minbei Road, Minhang District, Shanghai”; The legal representative is Zhang Jinhong; The business scope of the company is “licensed projects”: various engineering construction activities (except nuclear power plant construction); construction engineering design.
(for projects that must be approved according to law, business activities can be carried out only after being approved by relevant departments, and the specific business projects shall be subject to the approval documents or licenses of relevant departments) general projects: manufacturing and sales of special equipment for oil refining and chemical production; Intelligent control system integration; Engineering management services; Repair of special equipment; Engineering and technical research and test development; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion in the field of petrochemical industry; Import and export of goods; Technology import and export. (except for the items that must be approved according to law, the company shall independently carry out business activities according to law with its business license) “.
According to the reply on Approving the registration of Shanghai Supezet Engineering Technology Corp.Ltd(688121) initial public offering (zjxk [2021] No. 2498) issued by China Securities Regulatory Commission on October 23, 2020 and with the consent of Shanghai Stock Exchange, the company was listed on Shanghai Stock Exchange on September 6, 2021 and publicly issued 50666667 RMB ordinary shares. After the initial public offering, the total share capital of the company was 2026667 shares.
After the lawyers of the firm checked Shanghai Supezet Engineering Technology Corp.Ltd(688121) the articles of association and logged into the national enterprise credit information publicity system for inquiry and confirmed by the company, the company was in existence as of the date of issuance of this legal opinion. Shanghai Supezet Engineering Technology Corp.Ltd(688121) there are no circumstances such as being revoked, revoked or ordered to close down due to violation of relevant laws and regulations on industrial and commercial administration, and there are no circumstances such as expiration of business term, dissolution decided by shareholders, dissolution due to merger or division, failure to pay off due debts, declaration of bankruptcy according to law, and being ordered to close down in violation of laws and regulations Circumstances where the provisions of normative documents and the articles of association need to be terminated.
(II) Shanghai Supezet Engineering Technology Corp.Ltd(688121) there is no circumstance that the equity incentive plan shall not be implemented as stipulated in Article 7 of the measures for the administration of equity incentive
After verification by the lawyers of the firm, Shanghai Supezet Engineering Technology Corp.Ltd(688121) there is no circumstance that the incentive plan shall not be implemented as stipulated in Article 7 of the measures for the administration of equity incentive.
(III) Shanghai Supezet Engineering Technology Corp.Ltd(688121) there is no case where the financial and accounting report of the most recent fiscal year is given a negative opinion or unable to express an opinion by the certified public accountant
According to xyzh / 2021shaa20139 audit report issued by ShineWing Certified Public Accountants (special general partnership), after verification by our lawyers, Shanghai Supezet Engineering Technology Corp.Ltd(688121) there is no case that the financial and accounting report of the latest fiscal year was given a negative opinion or unable to express an opinion by the certified public accountant.
(IV) Shanghai Supezet Engineering Technology Corp.Ltd(688121) there is no case where the internal control of the financial report of the most recent fiscal year is given a negative opinion or unable to express an opinion by the certified public accountant
According to the xyzh / 2021shaa20139 audit report issued by ShineWing Certified Public Accountants (special general partnership), Shanghai Supezet Engineering Technology Corp.Ltd(688121) there is no case that the internal control of the financial report of the latest fiscal year was given a negative opinion or unable to express an opinion by the certified public accountant.
(V) Shanghai Supezet Engineering Technology Corp.Ltd(688121) after listing, there is no failure to distribute profits in accordance with laws and regulations, the articles of association and public commitments
As of the date of issuance of this legal opinion, after verification by the lawyers of the exchange, Shanghai Supezet Engineering Technology Corp.Ltd(688121) has not distributed profits in accordance with laws and regulations, the articles of association and public commitments after listing.
(VI) Shanghai Supezet Engineering Technology Corp.Ltd(688121) there are no circumstances where equity incentive is not allowed according to laws and regulations
As of the date of issuance of this legal opinion, after verification by the lawyers of the exchange, Shanghai Supezet Engineering Technology Corp.Ltd(688121) has not distributed profits in accordance with laws and regulations, the articles of association and public commitments after listing.
To sum up, our lawyers believe that Shanghai Supezet Engineering Technology Corp.Ltd(688121) is a listed company limited by shares legally established and effectively existing in China, and there is no situation that equity incentive shall not be implemented as stipulated in the measures for the administration of equity incentive. It has the subject qualification for the implementation of this equity incentive plan and meets the subject qualification for the implementation of equity incentive as stipulated in the measures for the administration of equity incentive. 2、 Main contents and compliance of this incentive plan
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