Guohao law firm (Hangzhou)
about
Hangzhou Hikvision Digital Technology Co.Ltd(002415)
Restricted stock incentive plan for 2021
of
Legal opinion
Address: Guohao lawyer building, No. 2 and No. 15, Baita Park, laofuxing Road, Shangcheng District, Hangzhou zip code: 310008
Grandall building, No.2 & No.15, block B, Baita Park, old Fuxing Road, Hangzhou, Zhejiang 310008, China Tel: (+ 86) (571) 8577 5888 fax / Fax: (+ 86) (571) 8577 5643
Email / mail: [email protected].
Website: http://www.grandall.com..cn.
December, 2001
Guohao law firm (Hangzhou)
about
Hangzhou Hikvision Digital Technology Co.Ltd(002415)
Restricted stock incentive plan for 2021
of
Legal opinion
To: Hangzhou Hikvision Digital Technology Co.Ltd(002415)
According to the legal service entrustment agreement signed between Hangzhou Hikvision Digital Technology Co.Ltd(002415) (hereinafter referred to as ” Hangzhou Hikvision Digital Technology Co.Ltd(002415) ” and “the company”) and Guohao law firm (Hangzhou) (hereinafter referred to as “the firm”), the firm accepts the entrustment of Hangzhou Hikvision Digital Technology Co.Ltd(002415) , 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”), the measures for the administration of equity incentive of listed companies (hereinafter referred to as the “measures for the administration of equity incentive”), the Trial Measures for the implementation of equity incentive by state-controlled listed companies (within China) (hereinafter referred to as the “Trial Measures”) The provisions of relevant laws, regulations and normative documents, such as the notice on issues related to regulating the implementation of equity incentive system by state-controlled listed companies (hereinafter referred to as the “notice”), the guidelines for the implementation of equity incentive by listed companies controlled by central enterprises (hereinafter referred to as the “guidelines”), This legal opinion is issued on matters related to the Hangzhou Hikvision Digital Technology Co.Ltd(002415) 2021 restricted stock incentive plan (hereinafter referred to as the “incentive plan”).
(Introduction)
The firm is a law firm registered according to law and qualified to practice. It is qualified to issue legal opinions on the understanding and application of Chinese laws, regulations and normative documents.
In accordance with the provisions of 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 the facts that have occurred or exist before the date of issuance of this legal opinion, the firm and its 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.
Our lawyers express legal opinions in accordance with the laws, regulations and normative documents in force in China up to the date of issuance of this legal opinion, as well as their understanding of the relevant facts involved in the Hangzhou Hikvision Digital Technology Co.Ltd(002415) restricted stock incentive plan in 2021.
Hangzhou Hikvision Digital Technology Co.Ltd(002415) has assured us that the documents and statements and explanations provided to us are complete, true and effective, and all facts and documents sufficient to affect this legal opinion have been disclosed to us without any concealment or omission.
The exchange declares that as of the date of issuance of this legal opinion, neither the exchange nor the signing lawyer holds the shares of Hangzhou Hikvision Digital Technology Co.Ltd(002415) , and there is no relationship with Hangzhou Hikvision Digital Technology Co.Ltd(002415) that may affect the fair performance of duties.
This legal opinion only expresses opinions on the legality and compliance of Hangzhou Hikvision Digital Technology Co.Ltd(002415) 2021 restricted stock incentive plan and relevant legal matters, and does not express opinions on the value of the underlying stock involved in Hangzhou Hikvision Digital Technology Co.Ltd(002415) this incentive plan.
This legal opinion is only for the purpose of Hangzhou Hikvision Digital Technology Co.Ltd(002415) 2021 restricted stock incentive plan, and shall not be used for any other purpose without the prior written permission of the exchange.
The exchange agrees to take this legal opinion as one of the necessary legal documents of Hangzhou Hikvision Digital Technology Co.Ltd(002415) this incentive plan, report or publicly disclose it together with other application materials, and bear corresponding legal liabilities for the legal opinion issued according to law.
In accordance with the requirements of relevant laws and regulations and in accordance with the business standards, ethics and the spirit of diligence recognized by the Chinese lawyer industry, our lawyers have verified and verified the relevant facts involved in the Hangzhou Hikvision Digital Technology Co.Ltd(002415) 2021 restricted stock incentive plan, and issued this legal opinion.
(text)
1、 Hangzhou Hikvision Digital Technology Co.Ltd(002415) subject qualifications and conditions for the implementation of equity incentive plan
1. Upon verification by our lawyers, Hangzhou Hikvision Digital Technology Co.Ltd(002415) is a joint stock limited company established and validly existing on November 30, 2001. With the approval of China Securities Regulatory Commission (hereinafter referred to as “CSRC”) zjxk [2010] No. 552 document, Hangzhou Hikvision Digital Technology Co.Ltd(002415) made an initial public offering of 50 million common shares (A shares) and was listed on the SME Board of Shenzhen Stock Exchange on May 28, 2010. The stock is referred to as ” Hangzhou Hikvision Digital Technology Co.Ltd(002415) ” and the stock code is “002415”.
2. After verification by our lawyers, Hangzhou Hikvision Digital Technology Co.Ltd(002415) now holds the business license with the unified social credit code of 91330000733796106p issued by Zhejiang Administration for Industry and commerce. Its domicile is No. 555, Qianmo Road, Binjiang District, Hangzhou, the legal representative is Chen zongnian, the registered capital is 9335806114 yuan, and the type is joint stock limited company (listed), The business scope is “licensed projects: production of class II and III radiation devices; sales of class II and III radiation devices; production of radioisotopes (except short half-life radiopharmaceuticals for medical self use); sales of class II, III, IV and V radioactive sources; various engineering construction activities; import and export of goods; import and export of technology (for projects subject to approval 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 results). General items: manufacturing of digital video monitoring system; Digital video surveillance system sales; Manufacturing of security equipment; Sales of security equipment; Internet of things equipment manufacturing; Internet of things equipment sales; Intelligent unmanned aerial vehicle manufacturing; Sales of intelligent unmanned aerial vehicles; Service consumption Siasun Robot&Automation Co.Ltd(300024) manufacturing; Industrial Siasun Robot&Automation Co.Ltd(300024) manufacturing; Special operation Siasun Robot&Automation Co.Ltd(300024) manufacturing; Intelligent Siasun Robot&Automation Co.Ltd(300024) sales; Manufacturing of computer software, hardware and peripheral equipment; Wholesale of computer software, hardware and auxiliary equipment; Manufacturing of communication equipment; Sales of communication equipment; Network equipment manufacturing; Network equipment sales; Manufacturing of display devices; Sales of display devices; Manufacturing of intelligent on-board equipment; Sales of intelligent on-board equipment; Manufacturing of auto parts and accessories; Wholesale of auto parts; Manufacturing of electrical signal equipment; Sales of electrical signal equipment and devices; Manufacturing of mechanical and electrical equipment; Sales of mechanical and electrical equipment; Production of special labor protection articles; Sales of special labor protection articles; Sales of electronic products; Digital culture creative technology equipment sales; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Software development; Information system integration service; Computer system services; Research and development of Internet of things technology; Internet of things technical services; Internet of things application services; Big data service; Data processing and storage support services; Safety system monitoring service; Design and construction services of safety technology prevention system; Maintenance of electronic and mechanical equipment (excluding special equipment); Parking service; Digital cultural creative content application service; Environmental protection monitoring; For profit private training institutions engaged in scientific and technological training (except for Discipline and language cultural education and training for primary and middle school students) (except for projects subject to approval according to law, they shall independently carry out business activities according to law with their business license). ” The operation period is from November 30, 2001 to long-term.
Upon verification by our lawyers, as of the date of issuance of this legal opinion, Hangzhou Hikvision Digital Technology Co.Ltd(002415) is valid and there is no need to terminate in accordance with the company law and other laws, regulations, normative documents or the articles of association of Hangzhou Hikvision Digital Technology Co.Ltd(002415) (hereinafter referred to as the “articles of association”).
3. According to the verification of our lawyers, as of the date of issuance of this legal opinion, Hangzhou Hikvision Digital Technology Co.Ltd(002415) there is no situation that equity incentive shall not be implemented as stipulated in Article 7 of the measures for the administration of equity incentive:
(1) According to the standard unqualified audit report DSB (s) Zi (21) No. p02773 issued by Deloitte Huayong Certified Public Accountants (special general partnership), Hangzhou Hikvision Digital Technology Co.Ltd(002415) there is no case that the financial and accounting report of the latest fiscal year (2020) is issued with a negative opinion or unable to express an opinion by the certified public accountant;
(2) According to the standard unqualified audit report DSB (s) Zi (21) No. p02773 issued by Deloitte Huayong Certified Public Accountants (special general partnership), Hangzhou Hikvision Digital Technology Co.Ltd(002415) there is no case that the internal control of the financial report of the latest fiscal year (2020) is issued with a negative opinion or unable to express an opinion by the certified public accountant;
(3) According to the public disclosure information of Hangzhou Hikvision Digital Technology Co.Ltd(002415) , the following profit distribution events occurred in the last 36 months after Hangzhou Hikvision Digital Technology Co.Ltd(002415) was listed:
① With the approval of Hangzhou Hikvision Digital Technology Co.Ltd(002415) 2018 annual general meeting of shareholders, Hangzhou Hikvision Digital Technology Co.Ltd(002415) distributed 6.00 yuan in cash (including tax) to all shareholders for every 10 shares based on the total share capital of 9348465931 shares. The above profit distribution has been implemented on May 24, 2019.
② With the approval of Hangzhou Hikvision Digital Technology Co.Ltd(002415) 2019 annual general meeting of shareholders, Hangzhou Hikvision Digital Technology Co.Ltd(002415) will distribute RMB 7.00 (including tax) to all shareholders for every 10 shares based on the total share capital of 9345010696 shares. The above profit distribution has been implemented on May 29, 2020.
③ With the approval of Hangzhou Hikvision Digital Technology Co.Ltd(002415) 2020 annual general meeting of shareholders, Hangzhou Hikvision Digital Technology Co.Ltd(002415) will distribute RMB 8.00 (including tax) to all shareholders for every 10 shares based on the total share capital of 9343417190 shares. The above profit distribution has been implemented on May 28, 2021.
According to the description of Hangzhou Hikvision Digital Technology Co.Ltd(002415) and the verification of our lawyers, Hangzhou Hikvision Digital Technology Co.Ltd(002415) the above profit distribution has been approved and implemented by its internal decision-making procedures, has gone through relevant registration procedures, and complies with the provisions of laws, regulations and the articles of association. Except for the above profit distribution matters, no other profit distribution has been made within 36 months after Hangzhou Hikvision Digital Technology Co.Ltd(002415) was put on the market, There is no 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) Hangzhou Hikvision Digital Technology Co.Ltd(002415) there is no situation that equity incentive shall not be implemented according to laws and regulations;
(5) Hangzhou Hikvision Digital Technology Co.Ltd(002415) there are no other circumstances recognized by the CSRC that equity incentive shall not be implemented.
In conclusion, our lawyers believe that: Hangzhou Hikvision Digital Technology Co.Ltd(002415) is a joint stock limited company established and validly existing according to law; As of the date of issuance of this legal opinion, Hangzhou Hikvision Digital Technology Co.Ltd(002415) has not been terminated in accordance with laws and regulations and the articles of association, and has not been subject to equity incentive in accordance with the measures for the administration of equity incentive, and has the subject qualification and conditions for the implementation of this incentive plan.
2、 Main contents of this incentive plan
The fifth meeting of the Fifth Board of directors of Hangzhou Hikvision Digital Technology Co.Ltd(002415) deliberated and adopted the Hangzhou Hikvision Digital Technology Co.Ltd(002415) 2021 restricted stock plan (Draft) (hereinafter referred to as “2021 restricted stock plan (Draft)”) on September 30, 2021, The company shall submit the application documents related to the incentive plan to the state owned assets supervision and Administration Commission of the State Council (hereinafter referred to as “SASAC”). According to the feedback requirements of the state owned assets supervision and Administration Commission of the State Council on Hangzhou Hikvision Digital Technology Co.Ltd(002415) implementing the incentive plan, the seventh meeting of the Fifth Board of directors of Hangzhou Hikvision Digital Technology Co.Ltd(002415) deliberated and adopted the Hangzhou Hikvision Digital Technology Co.Ltd(002415) 2021 restricted stock plan (Revised Draft) (hereinafter referred to as “2021 fixed-term stock plan (Revised Draft)”) on December 30, 2021.
According to the 2021 restricted stock plan (Revised Draft), Hangzhou Hikvision Digital Technology Co.Ltd(002415) this incentive plan adopts the form of restricted stock. The 2021 restricted stock plan (Revised Draft) mainly includes “interpretation”, “General Provisions”, “basis and scope for determining incentive objects”, “source, type and quantity of incentive tools and underlying stocks”, “distribution of restricted stocks granted this time”, “grant of restricted stocks” and “unlocking of restricted stocks” “Conditions for granting and unlocking restricted shares”, “adjustment methods and procedures for restricted shares”, “rights and obligations of the company and incentive objects”, “treatment under special circumstances”, “accounting treatment of equity incentive plan and its impact on the company’s operating performance”, “formulation, approval, revision and termination of the plan”, “information disclosure” and “Supplementary Provisions”.
Upon verification by our lawyers, the 2021 restricted stock plan (Revised Draft) has included the following contents:
(i) The purpose of equity incentive;
（2） Determination basis and scope of incentive objects;
（3） Incentive methods, types and sources of underlying stocks.
（4） The number of rights and interests to be granted, the number of underlying shares involved in the rights and interests to be granted and their percentage in the total share capital of the listed company;
（5） If the incentive objects are directors and senior managers, the number of rights and interests they can be granted and their percentage in the total amount of rights and interests to be granted under the equity incentive plan; The number of rights and interests that can be granted to other incentive objects and their percentage in the total amount of rights and interests to be granted under the equity incentive plan;
（6） The validity period of the equity incentive plan, the grant date of restricted shares, the restricted sale period and the lifting of the restricted sale arrangement;
（7） The grant price of restricted shares or the method for determining the grant price;
（8） Incentive object won
