T&C Law Firm
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Windsun Science Technology Co.Ltd(688663) 2022 restricted stock incentive plan (Draft)
Legal opinion
11 / F, block a, Huanglong Century Plaza, No. 1, Hangda Road, Hangzhou, Zhejiang 310007
Tel: 05718790 1111 Fax: 05718790 1819
interpretation
In this legal opinion, unless the context otherwise requires, the following words have the following meanings:
Zhejiang Tiance law firm (special general partnership)
Company / Windsun Science Technology Co.Ltd(688663) Windsun Science Technology Co.Ltd(688663)
This equity incentive plan / this incentive plan Windsun Science Technology Co.Ltd(688663) 2022 restricted stock incentive plan
Incentive plan (Draft) incentive plan for Windsun Science Technology Co.Ltd(688663) 2022 restricted stock (Draft)
Administrative measures, administrative measures for equity incentive of listed companies
Trial Measures for the implementation of equity incentive by state-controlled listed companies (domestic)
Listing rules, listing rules of sci tech Innovation Board of Shanghai Stock Exchange
Self regulation guide No. 4 – disclosure of equity incentive information
Company law, company law of the people’s Republic of China
Securities Law of the people’s Republic of China
Articles of Association Windsun Science Technology Co.Ltd(688663) articles of association in force
China Securities Regulatory Commission
The people’s Republic of China, for the purpose of this legal opinion, does not include the Hong Kong Special Administrative Region, the Macao Special Administrative Region and Taiwan
Yuan, 10000 yuan, 10000 yuan
T&C Law Firm
About Windsun Science Technology Co.Ltd(688663)
2022 restricted stock incentive plan (Draft)
Legal opinion
No.: tcyjs2022h0239 to: Windsun Science Technology Co.Ltd(688663)
The exchange accepts the entrustment of the company to act as the special legal adviser of the company’s incentive plan.
In accordance with the provisions of the securities law, the company law, the administrative measures and other relevant laws, regulations and normative documents, as well as the articles of association, and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, the exchange has verified and verified the relevant documents provided by Windsun Science Technology Co.Ltd(688663) and now issues this legal opinion on Windsun Science Technology Co.Ltd(688663) this equity incentive plan.
In order to issue this legal opinion, our lawyer makes the following statement:
1. In accordance with the current laws and regulations of China, the relevant provisions of the CSRC and Shanghai Stock Exchange and the facts that have occurred or exist before the date of issuance of this legal opinion, our lawyers have strictly performed their statutory duties, followed the principles of diligence and good faith, and fully verified the legality and compliance of Windsun Science Technology Co.Ltd(688663) this equity incentive plan, Guarantee that there are no false records, misleading statements or major omissions in this legal opinion. 2. This legal opinion only gives legal opinions on the legality of this equity incentive plan and the legal issues that have a significant impact on this equity incentive plan, and does not give comments and opinions on professional matters and reports such as accounting and auditing, as well as the value of the underlying shares involved in this incentive plan. The contents of accounting statements and audit reports involved in this legal opinion are quoted by the exchange in strict accordance with the reports issued by relevant intermediaries. 3. In order to issue this legal opinion, our lawyer has obtained the following guarantee from Windsun Science Technology Co.Ltd(688663) that Windsun Science Technology Co.Ltd(688663) has provided our lawyer with true and effective original written materials, copies or written confirmation and explanation letters necessary for issuing this legal opinion, without omission, concealment, falsehood or misleading. The signature and / or seal on the relevant materials are true and valid, and the relevant duplicate materials or copies are consistent with the original materials or originals, without false contents and major omissions.
4. This legal opinion is only for Windsun Science Technology Co.Ltd(688663) the purpose of this equity incentive plan and shall not be used for any other purpose.
5. Our lawyers agree that Windsun Science Technology Co.Ltd(688663) quote the contents of this legal opinion, but Windsun Science Technology Co.Ltd(688663) shall not cause legal ambiguity or misinterpretation due to quotation.
6. Our lawyers agree to take this legal opinion as a necessary legal document for Windsun Science Technology Co.Ltd(688663) this equity incentive plan, report it together with other application materials or publicly disclose it, and bear corresponding legal liabilities for the legal opinion issued in accordance with the law.
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1、 Subject qualifications and conditions for the implementation of this equity incentive plan
(I) Windsun Science Technology Co.Ltd(688663) is a listed company legally established and existing
1. Upon verification, Windsun Science Technology Co.Ltd(688663) is a joint stock limited company registered and established according to law and approved by China Securities Regulatory Commission and Shanghai Stock Exchange to be listed on the science and Innovation Board of Shanghai Stock Exchange.
2. Windsun Science Technology Co.Ltd(688663) now holds the business license with the unified social credit code of “913708007657630504” issued by Jining administrative examination and approval service bureau. The company was registered in Shangwen Economic Development Zone on Oct. 8, 2004, and the legal representative was he Chengjin Road, Shandong Province. The business term was from Oct. 8, 2004, The business scope is “General items: Sales of advanced power electronic devices; manufacturing of power electronic components; sales of power electronic components; manufacturing of new energy prime mover equipment; sales of industrial automatic control system devices; energy conservation management services; technical services, technology development, technical consultation, technology exchange, technology transfer and technology promotion; sales of special equipment, key systems and components for rail transit; Battery sales; Software development; Development of artificial intelligence application software; Sales of photovoltaic equipment and components; Manufacturing of distribution switch control equipment; Mining machinery manufacturing; Manufacture of transformers, rectifiers and inductors; Centralized fast charging station; Operation of electric vehicle charging infrastructure; Housing rental.
(except for the projects subject to approval according to law, carry out business activities independently according to law with the business license) licensed projects: general contracting of housing construction and municipal infrastructure projects; Electrical installation services; Installation, repair and test of power facilities; Various engineering construction activities; Import and export of goods; Power generation, transmission and power supply business. (for projects that must be approved according to law, business activities can be carried out only with the approval of relevant departments. The specific business projects shall be subject to the approval documents or licenses of relevant departments) “.
3. According to Windsun Science Technology Co.Ltd(688663) “business license”, “articles of association” and its confirmation, and through the lawyer of this office, inquire the national enterprise credit information publicity system（ http://www.gsxt.gov.cn./ ）The registration status of Windsun Science Technology Co.Ltd(688663) is “survival”, and the company does not need to be terminated in accordance with laws, regulations or the articles of association.
After verification, our lawyers believe that Windsun Science Technology Co.Ltd(688663) is a listed company established and validly existing according to law, and there is no need to terminate according to laws, regulations or the articles of association.
(II) Windsun Science Technology Co.Ltd(688663) there is no circumstance that equity incentive shall not be implemented as stipulated in Article 7 of the administrative measures
According to the written confirmation and other relevant documents issued by the company and verified by the lawyers of the firm, Windsun Science Technology Co.Ltd(688663) there are no following circumstances in which the equity incentive plan shall not be implemented 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 most recent 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.
(III) Windsun Science Technology Co.Ltd(688663) meet the conditions for equity incentive specified in Article 5 of the trial measures
Upon the verification of the lawyers of the firm and the written confirmation of the company, Windsun Science Technology Co.Ltd(688663) meets the following conditions for equity incentive specified in Article 5 of the trial measures:
(1) The corporate governance structure is standardized, the shareholders’ meeting, the board of directors and the management are well organized and their responsibilities are clear. External directors (including independent directors, the same below) account for more than half of the members of the board of directors;
(2) The Remuneration Committee is composed of external directors, with sound remuneration committee system, perfect rules of procedure and standardized operation;
(3) Sound internal control system and performance appraisal system, standardized basic management system, and established labor employment, salary and welfare system and performance appraisal system in line with the requirements of market economy and modern enterprise system;
(4) The development strategy is clear, the asset quality and financial status are good, and the business performance is stable; No financial violations and bad records in recent three years;
(5) Other conditions stipulated by the securities regulatory authority.
Our lawyers believe that Windsun Science Technology Co.Ltd(688663) is a listed company established and effectively existing according to law, there is no need to terminate according to law, there is no situation that equity incentive shall not be implemented as stipulated in Article 7 of the administrative measures, and Windsun Science Technology Co.Ltd(688663) has the conditions for the implementation of equity incentive as stipulated in Article 5 of the trial measures, and Windsun Science Technology Co.Ltd(688663) has the subject qualification for the implementation of this equity incentive plan. 2、 Legality and compliance of the contents of this equity incentive plan
(I) items specified in this equity incentive plan
After verification by the lawyers of the firm, Windsun Science Technology Co.Ltd(688663) held the sixth meeting of the third board of directors on March 5, 2022 and deliberated and adopted the incentive plan (Draft).
The “incentive plan (Draft)” contains “the purpose and principle of the incentive plan”, “the management organization of the incentive plan”, “the basis and scope for determining the incentive object”, “the incentive mode, source, quantity and distribution of restricted shares”, “the validity period, grant date, attribution arrangement and lock up period of the incentive plan” “The granting price of restricted shares and the determination method of the granting price”, “the granting conditions and attribution conditions of restricted shares”, “the implementation procedures of this incentive plan”, “the adjustment methods and procedures of this incentive plan”, “the accounting treatment of restricted shares”, “the respective rights and obligations of the company / incentive objects” “Handling of changes in the company / incentive object” and other matters have been clearly specified or explained.
After verification, our lawyers believe that the matters specified in the incentive plan (Draft) comply with the provisions of Article 9 of the administrative measures and Article 7 of the trial measures.
(II) specific contents of this equity incentive plan
1. Purpose of this equity incentive plan
According to the incentive plan (Draft), the purpose of this equity incentive plan is to further establish and improve the company’s long-term incentive and restraint mechanism, attract and retain talents, fully mobilize the enthusiasm of the company’s core employees, effectively combine the interests of shareholders, the company and the core employees, 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.
2. Determination basis and scope of incentive object
(1) Legal basis for determining incentive objects
The incentive objects of this incentive plan are determined in accordance with the company law, securities law, trial measures, administrative measures, listing rules, self regulatory guidelines and other relevant laws, administrative regulations, normative documents and the articles of association, in combination with the actual situation of the company.
(2) Job basis for determining incentive objects
The incentive objects involved in the first grant of this incentive plan are the company’s directors, senior managers, core technicians and other personnel deemed necessary by the board of directors, excluding external directors (including independent directors), supervisors, shareholders or actual controllers holding more than 5% of shares alone or in total, their spouses, parents and children.
(3) Scope of incentive objects
The total number of incentive objects involved in the first grant of the incentive plan is no more than 59, accounting for about 10.30% of the total number of 573 employees of the company (including branches and holding subsidiaries) (as of December 31, 2021), including: ① directors and senior managers of the company;
② Core technical personnel;
③ Other personnel deemed necessary by the board of directors.
Among the above incentive objects, directors and senior managers must be elected by the general meeting of shareholders or appointed by the board of directors of the company. All incentive objects must have employment or labor relations with the company (including branches and holding subsidiaries) when the company grants restricted shares and within the assessment period specified in the incentive plan. The incentive objects involved in this incentive plan shall not be unable to participate in the equity incentive plan of listed companies as stipulated in relevant laws, administrative regulations and normative documents.
The incentive objects of the reserved grant part will be determined within 12 months after the incentive plan is considered and approved by the general meeting of shareholders. After the proposal of the board of directors, the explicit opinions of the independent directors and the board of supervisors, the professional opinions of lawyers and the legal opinions are issued, the company will timely and accurately disclose relevant information on the designated website as required. If the incentive object is not specified for more than 12 months, the reserved rights and interests shall become invalid. The criteria for determining the reserved incentive object shall be determined with reference to the criteria for the first award.
According to the resolution of the sixth meeting of the third board of directors of the company and the company’s explanation, as of the date of issuance of this legal opinion, the incentive objects comply with the provisions of Article 8 of the management measures, and there are no following circumstances that may not become incentive objects:
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