Shanghai jintiancheng (Shenzhen) law firm
About Shenzhen Increase Technology Co.Ltd(300713)
On the granting of the first phase of stock option incentive plan
Legal opinion
Address: 22nd and 23rd floors, building 1, excellence Century Center, Fuhua 3rd road, Futian Central District, Shenzhen Tel: 075582816698 Fax: 075582816698 zip code: 518048
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Shanghai jintiancheng (Shenzhen) law firm
About Shenzhen Increase Technology Co.Ltd(300713)
On the granting of the first phase of stock option incentive plan
Legal opinion
To: Shenzhen Increase Technology Co.Ltd(300713)
Part I Introduction
Shanghai jintiancheng (Shenzhen) law firm (hereinafter referred to as "the firm") is entrusted by Shenzhen Increase Technology Co.Ltd(300713) (hereinafter referred to as " Shenzhen Increase Technology Co.Ltd(300713) " or "the company") to act as the special legal adviser of the company's phase I stock option 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"), the measures for the administration of equity incentives of listed companies (hereinafter referred to as the "administrative measures"), the rules for the listing of shares on the gem of Shenzhen Stock Exchange (revised in 2020) (hereinafter referred to as the "Listing Rules") The relevant provisions of laws, regulations, rules and normative documents such as self regulatory guide No. 1 - self regulatory guide for business handling of companies listed on the gem of Shenzhen Stock Exchange (hereinafter referred to as the "self regulatory guide") and the current effective Shenzhen Increase Technology Co.Ltd(300713) articles of Association (hereinafter referred to as the "articles of association"), This legal opinion is issued on the relevant matters involved in the incentive plan to be implemented by the company.
In order to issue this legal opinion, the exchange declares as follows:
1. The firm and its lawyers 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 (for Trial Implementation) and the facts that have occurred or exist before the issuance date 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;
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, report or publicly disclose it together with other materials, and bear corresponding legal liabilities for the legal opinion issued according to 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:
-----Legal opinion Shanghai jintiancheng (Shenzhen) law firm
The second part is the main body
1、 Approval and authorization granted this time
(I) on February 22, 2022, the company held the second meeting of the third board of directors, deliberated and approved the proposals related to the incentive plan, including the proposal on the first stock option incentive plan (Draft) and summary, the proposal on the management measures for the assessment of the first stock option incentive plan Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the first stock option incentive plan and proposal on convening the company's first extraordinary general meeting in 2022.
On the same day, independent directors Wu HongRi, Jing Chunmei and Liu Chen have expressed independent opinions on matters related to the incentive plan, believing that the implementation of the equity incentive plan by the company is conducive to the sustainable development of the company and the formation of a long-term incentive mechanism for core talents, without damaging the interests of the company and all shareholders; The incentive objects to be granted in the incentive plan meet the conditions of incentive objects specified in relevant laws, regulations and normative documents, and agree with the company to implement the incentive plan.
(II) on February 22, 2022, the company held the second meeting of the third board of supervisors, deliberated and approved the proposals related to the incentive plan, including the proposal on the incentive plan (Draft) and summary of the first stock option The proposal on the administrative measures for the assessment of the first stock option incentive plan and the proposal on verifying the list of incentive objects of the first stock option incentive plan.
(III) on February 23, 2022, the company was on cnchao.com（ http://www.cn.info.com.cn./new/index ）Disclose the list of incentive objects of Shenzhen Increase Technology Co.Ltd(300713) first stock option incentive plan. According to the confirmation documents issued by the company, the company has made internal publicity on the names and positions of the incentive objects determined in the incentive plan. The publicity period is from February 23, 2022 to March 4, 2022, and the publicity time is not less than 10 days. (IV) on March 4, 2022, the board of supervisors of the company issued the statement and verification opinions of Shenzhen Increase Technology Co.Ltd(300713) board of supervisors on the publicity of the list of incentive objects of the first stock option incentive plan. The board of supervisors believes that:
1. The basic information of the incentive object is true, and there is no false, intentional concealment or major misunderstanding
-----Legal opinion Shanghai jintiancheng (Shenzhen) law firm.
2. The incentive object complies with the qualification specified in the company law and the securities law, and meets the incentive object conditions specified in the measures for the administration of equity incentive of listed companies. The subject qualification is legal and effective.
3. Incentive objects include directors, senior managers (excluding independent directors and supervisors) of the company and other personnel that the board of directors of the company believes should be encouraged.
In addition, the incentive objects of this incentive plan include Mr. Yin Wei, the actual controller, chairman and general manager of the company. Mr. Deng Hu and Mr. Liu Wenfeng, who individually hold more than 5% of the shares of the company. The implementation scope of the company's incentive plan of Option Shares conforms to the above provisions of the incentive plan of Option Shares.
Therefore, it is reasonable and necessary for the incentive plan to take the above personnel as the incentive object, which is in line with the actual situation and development needs of the company.
(V) on March 11, 2022, the company held the first extraordinary general meeting of shareholders in 2022, The proposal on the first stock option incentive plan (Draft) and its summary, the proposal on the assessment and management measures for the first stock option incentive plan, the proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to the first stock option incentive plan and other proposals related to this incentive plan were reviewed and approved, And authorize the board of directors of the company to handle matters related to this incentive plan. Liu Chen, the independent director of the company, as the soliciter, publicly solicited the voting rights of the shareholders' meeting to consider the above proposals related to the incentive plan.
(VI) on March 11, 2022, the company held the third meeting of the third board of directors, deliberated and adopted the proposal on granting stock options to incentive objects for the first time. On the same day, the independent directors of the company expressed independent opinions on this grant.
(VII) on March 11, 2022, the company held the third meeting of the third board of supervisors, deliberated and adopted the proposal on granting stock options to incentive objects for the first time.
In conclusion, our lawyers believe that as of the date of issuance of this legal opinion, the company has obtained the necessary approval and authorization for this grant at this stage, which is in line with the relevant provisions of the management measures and the incentive plan (Draft).
-----Legal opinion Shanghai jintiancheng (Shenzhen) law firm
2、 Details of this grant
（1） Date of this grant
On March 11, 2022, the first extraordinary general meeting of the company in 2022 deliberated and approved the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the first stock option incentive plan, authorizing the board of directors to determine the grant date of the stock option incentive plan.
On March 11, 2022, the third meeting of the third board of directors of the company deliberated and approved the proposal on the first grant of stock options to incentive objects, and agreed to determine the grant date of this grant as March 11, 2022. On the same day, the independent directors of the company expressed their independent opinions on the grant date of this grant, believing that "the first grant date complies with the relevant provisions of the administrative measures for equity incentive of listed companies and the company's first stock option incentive plan (Draft). The grant conditions specified in this incentive plan have been met, and agreed to determine the first grant date of this incentive plan as March 11, 2022."
On March 11, 2022, the third meeting of the third board of supervisors of the company deliberated and approved the proposal on granting stock options to incentive objects for the first time, The board of supervisors considered that "the determination of the first grant date is in line with the relevant provisions of the administrative measures for equity incentive of listed companies and the company's first stock option incentive plan (Draft), and agreed to determine the first grant date of this incentive plan as March 11, 2022".
According to the information provided by the company, the confirmation documents issued and verified by the lawyers of the firm, the grant date determined by the board of directors of the company is the trading day, which is within 60 days from the date when the incentive plan is considered and approved by the first extraordinary general meeting of shareholders in 2022, and does not belong to the following regional days:
1. Within 30 days before the announcement of the company's periodic report, if the announcement date of the periodic report is delayed due to special reasons, it shall be calculated from 30 days before the original scheduled announcement date to the day before the announcement;
2. Within ten days before the announcement of the company's performance forecast and performance express;
3. From the date of major events that may have a great impact on the trading price of the company's shares and their derivatives or the date of entering the decision-making process to two trading days after disclosure according to law;
4. Other time specified by CSRC and Shenzhen Stock Exchange.
In conclusion, our lawyers believe that the determination of the grant date of this grant has fulfilled the necessary procedures and is in line with
-----The legal opinion is the relevant provisions of the administrative measures and incentive plan (Draft) of Shanghai jintiancheng (Shenzhen) law firm.
(II) object, quantity and price of this grant
According to the provisions of the incentive plan (Draft), the total number of incentive objects granted for the first time in this incentive plan is 160, including directors, senior managers and other personnel deemed necessary by the board of directors of the company; The incentive objects of this incentive plan include Yin Wei, the actual controller, chairman and general manager of the company, as well as Deng Hu and Liu Wenfeng, shareholders who individually hold more than 5% of the shares of the company; Deng Hu is currently the director and Secretary of the board of directors of the company, and Liu Wenfeng is currently the director and general manager of the power supply division of the company. A total of 4802737 stock options were granted to 160 incentive objects who met the grant conditions, and the exercise price was 17.37 yuan / share.
On March 11, 2022, the third meeting of the third board of directors of the company deliberated and approved the proposal on granting stock options to incentive objects for the first time, and agreed to grant a total of 4802737 stock options to 160 incentive objects meeting the grant conditions, with the exercise price of 17.37 yuan / share. Yin Wei, Liu Wenfeng and Deng Hu, the affiliated directors, as the incentive objects of the incentive plan, avoided the voting of the proposal.
On the same day, the independent directors of the company expressed their independent opinions on this grant.
On March 11, 2022, the third meeting of the third board of supervisors of the company deliberated and approved the proposal on granting stock options to incentive objects for the first time, It is considered that "the incentive objects granted stock options meet the incentive object conditions specified in the Shenzhen Stock Exchange gem stock listing rules and the company's first stock option incentive plan (Draft)" The specified scope of incentive objects and the subject qualification are legal and effective. It is agreed to grant a total of 4802737 stock options to 160 incentive objects who meet the grant conditions, and the exercise price is 17.37 yuan / share. "
In conclusion, our lawyers believe that the grant object, number and price of this grant comply with the relevant provisions of the administrative measures and the incentive plan (Draft).
(III) conditions of this grant
According to the incentive plan (Draft), the company grants shares to incentive objects
