Beijing Hairun Tianrui law firm
About Gohigh Data Networks Technology Co.Ltd(000851)
Legal opinion on restricted stock incentive plan in 2022
Beijing, China
17 / F, broadcasting building, No.14, Jianwai street, Chaoyang District zip code: 100022
Tel: (010) 65219696 Fax: (010) 88381869
March, 2002
Beijing Hairun Tianrui law firm
About Gohigh Data Networks Technology Co.Ltd(000851)
Legal opinion on restricted stock incentive plan in 2022
To: Gohigh Data Networks Technology Co.Ltd(000851)
Beijing Hairun Tianrui law firm (hereinafter referred to as “the firm”) is entrusted to act as the special legal adviser of Gohigh Data Networks Technology Co.Ltd(000851) (hereinafter referred to as ” Gohigh Data Networks Technology Co.Ltd(000851) “, “joint stock company” or “the company”) for the implementation of the restricted stock incentive plan (hereinafter referred to as “the incentive plan”). In accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”) and the measures for the administration of equity incentive of listed companies (hereinafter referred to as the “administrative measures”) Laws, regulations and other normative documents such as self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – business handling (hereinafter referred to as “self regulatory guidelines No. 1”) and Gohigh Data Networks Technology Co.Ltd(000851) articles of Association (hereinafter referred to as “articles of association”) issued by Shenzhen Stock Exchange, in accordance with the business standards recognized by the lawyer industry We have checked and verified the relevant documents provided by Guangdong Dongfang Precision Science & Technology Co.Ltd(002611) and issued this legal opinion in the spirit of ethics and diligence.
With regard to the legal opinion issued by the firm, the lawyer of the firm declares as follows:
1. Our lawyer promises to give legal opinions according to the facts that have occurred or existed before the date of issuance of this legal opinion, the current laws and regulations of China and the relevant provisions of the CSRC and relevant competent authorities and departments. 2. The exchange has strictly performed its statutory duties, followed the principles of diligence and good faith, verified the legality, compliance, authenticity and effectiveness of the incentive plan, and there are no false records, misleading statements or major omissions in the legal opinion.
3. The exchange agrees to take this legal opinion as a necessary legal document for Gohigh Data Networks Technology Co.Ltd(000851) incentive plan and bear corresponding legal liabilities for the legal opinion issued in accordance with the law. This legal opinion is only used by Gohigh Data Networks Technology Co.Ltd(000851) for the purpose of this incentive plan, and shall not be used for any other purpose without the consent of the exchange.
4. The exchange only gives legal opinions on legal matters related to Gohigh Data Networks Technology Co.Ltd(000851) incentive plan, and other professional matters depend on the opinions issued by other professional institutions.
5. The exchange has obtained Gohigh Data Networks Technology Co.Ltd(000851) guarantee that Gohigh Data Networks Technology Co.Ltd(000851) has provided the original written materials, copies, copies or oral testimony necessary for the legal opinion issued by the exchange; The copies and relevant copy materials provided to the exchange are consistent with the original materials; The documents and materials provided are complete, true and effective, and there is no concealment, falsehood or major omission. For the fact that this legal opinion is very important and cannot be supported by independent evidence, the exchange relies on the supporting documents issued by relevant government departments, Gohigh Data Networks Technology Co.Ltd(000851) or other relevant units to issue legal opinions.
The lawyers of the firm have checked and verified the relevant documents and facts provided by Gohigh Data Networks Technology Co.Ltd(000851) in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry. The legal opinions are as follows: I. the subject qualification of the equity incentive plan
(I) implementation subject of this equity incentive plan
According to the description of Gohigh Data Networks Technology Co.Ltd(000851) and the verification of our lawyers, Gohigh Data Networks Technology Co.Ltd(000851) formerly known as Guizhou China No. 7 Grinding Wheel Co., Ltd., was approved by Guizhou Provincial Economic System Reform Commission in document Qian Ti Gai Gu Zi (1992) No. 26 on October 28, 1992 by China Qisha Group Co., Ltd. (hereinafter referred to as “Qisha group”) China’s sixth grinding wheel factory (now incorporated into Qisha group) and Guizhou Electric Power Bureau jointly launched a joint stock limited company established by directional raising, which was officially established on January 20, 1994. On April 21, 1998, upon the examination and approval of the CSRC in the document of Zheng Jian FA Zi [1998] No. 75, Gohigh Data Networks Technology Co.Ltd(000851) issued 45 million RMB ordinary shares to the public on April 27, 1998. The above 45 million RMB ordinary shares were listed and traded in Shenzhen Stock Exchange on June 9, 1998.
Gohigh Data Networks Technology Co.Ltd(000851) currently holds the business license with the unified social credit code of 9152 Shenzhen Kaifa Technology Co.Ltd(000021) 4426154b issued by Guizhou provincial market supervision administration. Its legal address is No. 610210, 6 / F, building B, Dianshang Kechuang Park, Gui’an comprehensive free trade zone, Gui’an new area, Guizhou Province. Its legal representative is Fu Jinglin. The registered capital is RMB 11400322200. Its business scope is: laws, regulations Those prohibited by the decision of the State Council shall not operate; If the license (examination and approval) is required by laws, regulations and decisions of the State Council, the business shall be operated on the basis of the license (examination and approval) documents after being approved by the examination and approval authority; If the laws, regulations and decisions of the State Council stipulate that there is no need for permission (examination and approval), the market entities shall choose to operate independently. (technology development, transfer, consultation, service, manufacturing and sales of multi service broadband telecommunication network products, communication equipment, communication terminal equipment, instruments and meters, computer software and hardware, external equipment and system integration; engineering design of communication and information system; information service; self support and agency of import and export of various commodities and technologies, but the state restricts the company’s operation or prohibits the import and export (except for exported goods and technologies.)
Gohigh Data Networks Technology Co.Ltd(000851) there are no circumstances that need to be terminated in accordance with the relevant laws and regulations of industrial and commercial administration and the provisions of Gohigh Data Networks Technology Co.Ltd(000851) articles of association, and there are no securities violations, violations or other circumstances that need to terminate the listing qualification.
(II) Gohigh Data Networks Technology Co.Ltd(000851) there is no circumstance that the incentive plan shall not be implemented according to Article 7 of the administrative measures
According to the announcement and information provided by Gohigh Data Networks Technology Co.Ltd(000851) on the website of Shenzhen Stock Exchange and verified by the lawyers of the exchange, Gohigh Data Networks Technology Co.Ltd(000851) does not have the following circumstances that the incentive plan shall not be implemented as stipulated in Article 7 of the administrative measures: (1) the financial and accounting report of the latest fiscal year was issued with a negative opinion or an audit report with no opinion by the 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.
In conclusion, our lawyers believe that Gohigh Data Networks Technology Co.Ltd(000851) is a legally established and legally and effectively existing listed company, and there is no situation that equity incentive is not allowed as stipulated in Article 7 of the administrative measures Gohigh Data Networks Technology Co.Ltd(000851) has the subject qualification to implement the equity incentive plan. 2、 Main contents of this equity incentive plan
Gohigh Data Networks Technology Co.Ltd(000851) the board of directors held the 22nd Meeting of the 9th board of directors on March 9, 2022, The proposal on Gohigh Data Networks Technology Co.Ltd(000851) 2022 restricted stock incentive plan (Draft) and its summary, the proposal on Gohigh Data Networks Technology Co.Ltd(000851) 2022 restricted stock incentive plan implementation assessment management measures, and the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s 2022 restricted stock incentive plan were reviewed and approved
(I) items specified in the incentive plan (Draft)
Upon review, the Gohigh Data Networks Technology Co.Ltd(000851) 2022 restricted stock incentive plan (Draft) (hereinafter referred to as the “incentive plan (Draft)”, which mainly includes 15 chapters, namely “interpretation”, “purpose and principle of the incentive plan”, “management organization of the incentive plan”, “basis and scope for determining incentive objects” “Source, quantity and distribution of restricted shares”, “validity period, grant date, restricted sale period, release of restricted sale arrangement and lock up period of this incentive plan”, “grant price and determination method of grant price of restricted shares”, “grant and release conditions of restricted shares”, “adjustment methods and procedures of restricted stock incentive plan” “Accounting treatment of restricted stock”, “implementation procedure of restricted stock incentive plan”, “respective rights and obligations of the company / incentive object”, “treatment of changes in the company / incentive object”, “principle of repurchase and cancellation of restricted stock” and “Supplementary Provisions”.
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.
(II) specific contents of incentive plan
1. Purpose of this incentive plan
According to the incentive plan (Draft), The purpose of this incentive plan is “to further establish and improve the company’s long-term incentive mechanism, attract and retain talents, fully mobilize the enthusiasm of the company’s management team and key employees, effectively combine the interests of shareholders, the company and the personal interests of the core team, and make all parties pay common attention to the long-term development of the company”.
The lawyers of the firm believe that the incentive plan of the company defines the implementation purpose and complies with the provisions of item (I) of Article 9 of the management measures.
2. Determination basis and scope of incentive objects in this incentive plan
According to the incentive plan (Draft), the legal basis for determining the incentive objects of this incentive plan is “the company law, the securities law, the administrative measures, the self regulatory guide No. 1 and other relevant laws, regulations, normative documents and the relevant provisions of the articles of association, in combination with the actual situation of the company”, The job basis is “directors, senior managers, middle and senior managers and core backbone personnel serving in the company or holding subsidiaries. It does not include independent directors, supervisors, shareholders or actual controllers who individually or jointly hold more than 5% of the shares of the company and their spouses, parents and children”.
According to the incentive plan (Draft), there are 145 incentive objects in this incentive plan. All incentive objects must work in the company (including subordinate holding subsidiaries) and sign labor contracts or labor contracts when the company grants restricted shares and during the assessment period of this incentive plan.
The incentive object complies with the provisions of Article 8 of the administrative measures, and there are no following circumstances that may not be the incentive object:
(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.
Lawyers of the firm believe that the incentive plan has defined the basis and scope for determining the incentive object, which is in line with the provisions of Article 8 and item (II) of Article 9 of the management measures.
3. Source, quantity and distribution of restricted shares
According to the incentive plan (Draft), the source, quantity and distribution of shares involved in the incentive plan are as follows:
(1) Stock source of this incentive plan
The source of the underlying stock involved in the incentive plan is the company’s directional issuance of A-share common shares to the incentive object, which is in line with the provisions of Article 12 of the incentive management measures.
(2) Number of restricted shares granted
The number of restricted shares to be granted in the incentive plan is 37.28 million shares, accounting for about 3.27% of the total share capital of the company at the time of announcement of the draft incentive plan. Among them, 29.825 million shares were granted for the first time, accounting for about 2.62% of the total share capital of the company when the draft incentive plan was announced, and the part granted for the first time accounted for 80.00% of the total equity granted this time; 7.455 million shares are reserved for grant, accounting for about 0.65% of the total share capital of the company at the time of announcement of the draft incentive plan, and the reserved part accounts for 20.00% of the total equity granted this time.
The total number of underlying shares involved in the equity incentive plan of the company within the whole validity period does not exceed 10% of the total share capital of the company at the time of announcement of the draft incentive plan. The cumulative number of shares of the company granted by any incentive object in the incentive plan through all equity incentive plans within the validity period does not exceed 1% of the total share capital of the company at the time of announcement of the draft incentive plan.
The lawyers of the firm believe that the total number of shares involved in Gohigh Data Networks Technology Co.Ltd(000851) all incentive plans within the validity period does not exceed 10%, and the cumulative number of shares granted by any incentive object in this incentive plan through the equity incentive plan within the validity period does not exceed 1% of the total share capital of the company, which is in line with the provisions of paragraph 2 of Article 14 of the administrative measures Gohigh Data Networks Technology Co.Ltd(000851) reserved part accounts for 20% of the total rights and interests granted this time, which is in line with the provisions of Article 15 of the administrative measures that the reserved proportion shall not exceed 20% of the number of rights and interests to be granted this equity incentive. (3) Distribution of restricted shares
The distribution of restricted shares granted by this incentive plan among incentive objects is shown in the table below:
Proportion of restricted shares granted to restricted shares granted to the total number of job tickets (10000 shares) in the draft of the incentive plan proportion of the total share capital of the company on the announcement date of the proposal
Fu Jinglin, chairman and general manager 100.00 2.68% 0.09%
Zhang Xinzhong, deputy general manager 100.00 2.68% 0.09%
Liu Xuefeng
