Beijing Jindu (Guangzhou) law firm
about
Ninestar Corporation(002180) 2022 restricted stock incentive plan
Legal opinion
February, 2002
To: Ninestar Corporation(002180)
Beijing Jindu (Guangzhou) law firm (hereinafter referred to as “the firm” or “Jindu”) accepts the entrustment of Ninestar Corporation(002180) (hereinafter referred to as “the company” or ” Ninestar Corporation(002180) “), in accordance with the company law of the people’s Republic of China (hereinafter referred to as “the company law”) and the securities law of the people’s Republic of China (hereinafter referred to as “the securities law”) China Securities Regulatory Commission (hereinafter referred to as “CSRC”), the measures for the administration of equity incentive of listed companies (hereinafter referred to as “the measures”), the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – business handling (hereinafter referred to as “self regulatory guidelines No. 1”) and other laws and administrative regulations Departmental rules and other normative documents (hereinafter referred to as “laws and regulations”) and relevant provisions of Ninestar Corporation(002180) articles of Association (hereinafter referred to as “articles of association”) and Ninestar Corporation(002180) 2022 restricted stock incentive plan (Draft) (hereinafter referred to as “incentive plan (draft)”), This legal opinion is issued on the relevant matters involved in the company’s restricted stock incentive plan in 2022 (hereinafter referred to as “this incentive plan”, “this incentive plan” or “this plan”).
In order to issue this legal opinion, Kindu has consulted the documents that need to be consulted according to the provisions and other documents that Kindu deems necessary in accordance with the existing laws and regulations within the territory of the people’s Republic of China (hereinafter referred to as “China”) (for the purpose of this legal opinion, excluding Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan region). When the company guarantees that it has provided the original written materials, copies, copies, confirmation letters or certificates required by Jindu to issue this legal opinion, the documents and materials provided to Jindu are true, accurate, complete and effective, without any concealment, falsehood or major omission, and the documents and materials are copies or copies, On the basis of its consistency and consistency with the original, Kindu verified and confirmed the relevant facts.
In accordance with the securities law, the measures for the administration of securities legal business of law firms, the rules for the practice of securities legal business of law firms (for Trial Implementation) and other provisions, as well as the facts that have occurred or exist before the date of issuance of this legal opinion, Jindu and the handling lawyers have strictly performed their statutory duties and followed the principles of diligence and good faith, Sufficient verification and verification have been carried out to ensure that the facts identified in this legal opinion are true, accurate and complete, the concluding opinions issued are legal and accurate, and there are no false records, misleading statements or major omissions, and bear corresponding legal liabilities.
Kindu only gives opinions on legal issues related to this incentive plan, and only gives legal opinions in accordance with the current laws and regulations in China, and does not give legal opinions in accordance with any laws outside China. Jindu will not comment on the rationality of the underlying stock value, assessment standards and other issues involved in this incentive plan, as well as accounting, finance and other non legal professional matters. When quoting relevant financial data or conclusions in this legal opinion, Kindu has fulfilled the necessary duty of care, but such quoting shall not be deemed as any express or implied guarantee for the authenticity and accuracy of these data and conclusions.
For the fact that it is very important to issue this legal opinion and cannot be supported by independent evidence, Kindu relies on the instructions or supporting documents issued by relevant government departments, companies or other relevant units to issue legal opinions. Our lawyers agree to submit this legal opinion as one of the necessary documents for the company to implement this incentive plan together with other materials to Shenzhen stock exchange for announcement, and bear corresponding legal liabilities for the legal opinion issued in accordance with the law.
This legal opinion is only used by the company for the purpose of implementing this incentive plan, and shall not be used for any other purpose. Kindu agrees that the company shall quote the relevant contents of this legal opinion in the relevant documents prepared for the implementation of this incentive plan, but when the company makes the above quotation, it shall not cause legal ambiguity or misinterpretation due to the quotation. Kindu has the right to review and confirm the corresponding contents of the above relevant documents again.
In accordance with the requirements of the company law, the securities law and other relevant laws and regulations and the relevant provisions of the CSRC, and in accordance with the business standards, ethics and diligence recognized by the lawyer industry, Jindu hereby issues the following legal opinions:
1、 Conditions for the company to implement this incentive plan
(I) approved by the China Securities Regulatory Commission on October 18, 2007 with the notice on Approving the initial public offering of shares of Zhuhai Wanlida Electric Co., Ltd. (Zheng Jian FA FA Zi [2007] No. 360) and the notice on the listing of RMB common shares of Zhuhai Wanlida Electric Co., Ltd. (SZS [2007] No. 174) of Shenzhen Stock Exchange, The company is listed on the SME Board of Shenzhen Stock Exchange. The securities are abbreviated as “Wanlida” and the securities code is ” Ninestar Corporation(002180) “.
On April 26, 2017, the company issued the announcement on the approval of the company’s proposed name ” Ninestar Corporation(002180) ” by the State Administration for Industry and commerce. The announcement said that the company recently received the notice of approval of name change issued by Zhuhai Administration for Industry and Commerce ((Guo) name change nuclear Zi [2017] No. 1535), The notice reads: “with the approval of the State Administration for Industry and commerce, the enterprise name is changed to Ninestar Corporation(002180) . Industry and Industry Code: no industry z0000”.
The company currently holds the business license (Unified Social Credit Code: 914404001926372834) issued by Zhuhai market supervision and Administration Bureau on February 17, 2022. Its domicile is area B, floor 7, building 01, No. 3883 Zhuhai Avenue, Xiangzhou District, Zhuhai City, and its legal representative is Wang Dongying, The business scope is “General items: integrated circuit sales; integrated circuit manufacturing; integrated circuit design; integrated circuit chip and product sales; integrated circuit chip design and services; integrated circuit chip and product manufacturing; computer and office equipment maintenance; computer software, hardware and auxiliary equipment wholesale; computer software, hardware and auxiliary equipment retail; computer software, hardware and peripheral equipment manufacturing; Software sales; Network technology services; Information system operation and maintenance services; Information system integration service; Information technology consulting services; Sales of office equipment and consumables; Manufacturing of office equipment consumables; Manufacturing of copying and offset printing equipment; Copy and offset printing equipment sales; Recycling of renewable resources (except productive waste metals); Sales of renewable resources; Renewable resources processing; Engaging in investment activities with its own funds; Internet sales (except sales of goods requiring license); Technology intermediary services; General cargo warehousing services (excluding hazardous chemicals and other items requiring approval); Mechanical equipment leasing; Technology exchange, technology promotion, technology services.
(except for the items that must be approved according to law, carry out business activities independently according to law with the business license) licensed items: Sales of special products for computer information system security; Disposal of waste electrical and electronic products; Sales of commercial password products; Class I value-added telecommunications services; The second category of value-added telecommunications services; Inspection and testing services. (for projects that must be approved according to law, business activities can be carried out only with the approval of relevant departments, and the specific business projects shall be subject to the approval documents or licenses of relevant departments) “
According to the business license, articles of association and instructions provided by the company and approved by our lawyers in the national enterprise credit information publicity system（ http://www.gsxt.gov.cn./index.html ）According to the inquiry, as of the issuance date of this legal opinion, the company was established according to law and existed effectively.
(II) according to the company’s 2020 annual report, 2019 annual report, 2018 annual report, and the audit report of Ninestar Corporation(002180) internal control (xkssz [2021] No. zm10046) and the assurance report of Ninestar Corporation(002180) internal control (xksbz [2021] No. zm10040) issued by Lixin certified Public Accountants (special general partnership) The company’s description has been posted on the website of China Securities Regulatory Commission by our lawyers（ http://www.c
1. The financial 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 the certified public accountant;
3. Failure to distribute profits in accordance with laws and regulations, the articles of association and public commitments within the last 36 months after listing;
4. Equity incentive is prohibited by laws and regulations;
5. Other circumstances recognized by the CSRC.
In conclusion, Jindu believes that as of the date of issuance of this legal opinion, Ninestar Corporation(002180) is a joint stock limited company established according to law, effectively existing and listed on Shenzhen Stock Exchange, and there is no situation that the equity incentive plan shall not be implemented as stipulated in Article 7 of the administrative measures, Ninestar Corporation(002180) meets the conditions for the implementation of the equity incentive plan.
2、 Legality and compliance of the plan
On February 28, 2022, Ninestar Corporation(002180) held the 29th meeting of the 6th board of directors, deliberated and adopted the proposal on the company’s 2022 restricted stock incentive plan (Draft) and its summary. According to the incentive plan (Draft), the main contents of this incentive plan are as follows:
(I) implementation purpose of the plan
According to the incentive plan (Draft), The purpose of the company’s incentive plan is: “to further establish and improve the company’s long-term incentive mechanism, attract and retain excellent talents, and fully mobilize the company (including branches and holding subsidiaries) The enthusiasm of directors, senior managers, middle-level managers, core backbones and other personnel deemed necessary by the board of directors of the company to effectively combine the interests of customers, shareholders, the company and employees, so that all parties can jointly pay attention to the value of customers and the long-term development of the company. On the premise of fully protecting the interests of shareholders, This incentive plan is formulated in accordance with the principle of equal benefits and contributions, the company law, the securities law, the administrative measures, the self regulatory guide No. 1 and other relevant laws, administrative regulations, normative documents and the articles of association. By giving equity incentives to employees, stabilize the company’s core team and encourage key employees to grow together and share interests with the company. “
Kindu believes that the plan defines the implementation purpose and complies with the provisions of item (I) of Article 9 of the management measures.
(II) basis and scope of incentive object determination
According to the incentive plan (Draft), the incentive objects of the plan are determined in accordance with the company law, securities law, administrative measures, self regulatory guide No. 1, other relevant laws, regulations, normative documents and the articles of association, and in combination with the actual situation of the company.
The incentive objects of this plan are directors, senior managers, middle-level managers, core backbones and other personnel considered necessary by the board of directors of the company (including branches and holding subsidiaries) (excluding 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). For those who meet the scope of incentive objects of the incentive plan, the salary and assessment committee of the board of directors shall draw up a list, which shall be verified and determined by the board of supervisors of the company.
At the same time, according to the incentive plan (Draft), the directors and senior managers of the company among the incentive objects must be elected by the general meeting of shareholders or appointed by the board of directors. All incentive objects must have employment or labor relations with the company (including branches and holding subsidiaries) within the validity of the incentive plan. Any person under any of the following circumstances shall not be the incentive object of this incentive plan: (1) he has been identified as an inappropriate candidate by the stock exchange in 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. The incentive object of the reserved grant part shall 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 shall accurately disclose the relevant information of the incentive object on the designated website in time as required. The incentive objects reserved for grant shall be determined with reference to the standard of incentive objects granted for the first time.
Based on the above, Kindu believes that the plan defines the basis and scope of determining the incentive object, which is in line with the provisions of Article 8 and item (II) of Article 9 of the administrative measures, and the determination procedure of the reserved rights and interests granting object is in line with the provisions of paragraph 2 of Article 15 of the administrative measures.
(III) stock source, quantity and distribution of the incentive plan
1. Stock source of this incentive plan
According to the incentive plan (Draft), the source of restricted shares involved in the incentive plan is the company’s directional issuance of A-share common shares to the incentive object.
2. Number of restricted shares to be granted
According to the incentive plan (Draft), the number of restricted shares to be granted to incentive objects in the incentive plan is 536500 shares, accounting for 0.38% of the total capital stock of the company at the time of announcement of the draft incentive plan; Among them, 5129200 shares were granted for the first time, accounting for 0.36% of the company’s total share capital of 141093736 shares when the draft incentive plan was announced; 235800 shares are reserved for grant, accounting for the majority of the total number of shares granted during the announcement of this incentive plan
