Shenzhen Sinovatio Technology Co.Ltd(002912) : Beijing JUNHE (Shenzhen) Legal opinion of law firm on the repurchase and cancellation of restricted stock incentive plan in Shenzhen Sinovatio Technology Co.Ltd(002912) 2019 building 3, Kerry construction Plaza, No. 1-1, Zhongxin Fourth Road, Futian District, Shenzhen, Guangdong Province Room 280304, 28th floor postcode: 518048 Tel: (86-755) 29395288 Fax: (86-755) 29395289 [email protected]. Beijing JUNHE (Shenzhen) law firm
About Shenzhen Sinovatio Technology Co.Ltd(002912)
Legal opinion on repurchase and cancellation of restricted stock incentive plan in 2019
Shenzhen Sinovatio Technology Co.Ltd(002912) ：
Beijing JUNHE (Shenzhen) law firm (hereinafter referred to as “the firm”) is a legal firm engaged in legal business
Qualified law firm. The exchange accepts Shenzhen Sinovatio Technology Co.Ltd(002912) (hereinafter referred to as “the company”)
Entrusted by “company” or ” Shenzhen Sinovatio Technology Co.Ltd(002912) “, serve as the incentive plan of Shenzhen Sinovatio Technology Co.Ltd(002912) 2019 restricted stock (hereinafter referred to as
The special legal adviser of the company (hereinafter referred to as “incentive plan”) on the repurchase and cancellation of some restricted shares by the company
Hereinafter referred to as “this repurchase cancellation”), this legal opinion is issued.
This legal opinion is 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 China Securities Regulatory Commission
Member Committee (hereinafter referred to as “CSRC”) and measures for the administration of equity incentive of listed companies (hereinafter referred to as
“Administrative measures” and “Trial Measures for the implementation of equity incentive by state-owned holding listed companies (within China)” (China)
ZF distribution [2006] No. 175, hereinafter referred to as the “Trial Measures”), on regulating the listing of state-owned shares
Notice on issues related to the implementation of equity incentive system by the company (gzffp [2008] No. 171) and other relevant laws
Issued in accordance with laws, regulations and normative documents.
In order to issue this legal opinion, our lawyer checked the relevant documents and copies provided by the company, and
Based on the following guarantees made by the company to our lawyers: the company has provided the necessary documents for issuing this legal opinion
True and complete original written materials, copy materials or oral testimony, and there is no omission or omission in these documents
Beijing headquarters Tel: (86-10) 85191300 Shanghai Branch Tel: (86-21) 52985488 Shenzhen Branch Tel: (86-755) 29395288 Guangzhou Branch Tel: (86-20) 28059088
Fax: (86-10) 85191350 Fax: (86-21) 52985492 Fax: (86-755) 29395289 Fax: (86-20) 28059099
Dalian Branch Tel: (86-411) 82507578 Haikou Branch Tel: (86-898) 68512544 Tianjin Branch Tel: (86-22) 59901301 Qingdao Branch Tel: (86-532) 68695000 Fax: (86-411) 82507579 Fax: (86-898) 68513514 Fax: (86-22) 59901302 Fax: (86-532) 68695010 Chengdu Branch Tel: (86-28) 67398000 Hong Kong Branch Tel: (852) 21670000 New York branch Tel: (1-212) 7038702 Silicon Valley Branch Tel: (1-888) 8868168
Fax: (86-28) 67398001 Fax: (852) 21670050 Fax: (1-212) 7038720 Fax: (1-888) 8082168
Concealment; All documents and facts provided by it are true, accurate and complete; The documents provided by the company and the signatures and seals on the documents are true; The duplicate materials or copies provided by the company are completely consistent with the original.
Our lawyers only express opinions on legal issues related to the company’s incentive plan, and only express opinions based on the facts that have occurred or exist before the date of issuance of this legal opinion, as well as the current laws, regulations and normative documents in China.
Our lawyers will not express opinions on the rationality of the value of restricted shares to be granted, assessment standards and other issues involved in the company’s incentive plan, as well as accounting, finance and other non legal professional matters.
When quoting relevant financial data or conclusions in this legal opinion, our lawyers have 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 facts related to the issuance of this legal opinion that cannot be independently supported, our lawyers rely on relevant government departments, companies or relevant materials with evidentiary nature to express legal opinions.
This legal opinion is only used by the company for the purpose of this repurchase cancellation, and shall not be used for any other purpose. Our lawyers agree that this legal opinion, as one of the necessary documents for the cancellation of this repurchase, shall be reported or publicly disclosed together with other materials, and shall bear corresponding legal liabilities for the legal opinion issued in accordance with the law.
Our lawyers have verified and verified the documents and relevant facts provided by the company in accordance with relevant laws and regulations and the business standards, ethics and diligence recognized by the Chinese lawyer industry, and now issue the following legal opinions:
1、 Approval procedures for cancellation of this repurchase
(I) on December 16, 2019, the second meeting of the remuneration and assessment committee of the second board of directors of Shenzhen Sinovatio Technology Co.Ltd(002912) approved the incentive plan for Shenzhen Sinovatio Technology Co.Ltd(002912) 2019 restricted stock (Draft) (hereinafter referred to as the “draft incentive plan”) and decided to submit the draft incentive plan to the board of directors of the company for deliberation.
(II) on December 16, 2019, Shenzhen Sinovatio Technology Co.Ltd(002912) the 8th meeting of the second board of directors deliberated and approved the draft incentive plan, and Mr. Wang Mingyi, the director who is the incentive object of the equity incentive plan, withdrew from voting during the voting. The independent directors of the company have expressed their independent opinions on relevant matters.
(III) on December 16, 2019, Shenzhen Sinovatio Technology Co.Ltd(002912) the seventh meeting of the second board of supervisors deliberated and approved the draft incentive plan, and verified the list of incentive objects determined in the draft incentive plan.
(IV) on December 31, 2019, Shenzhen Innovation Investment Group Co., Ltd., the controlling shareholder of Shenzhen Sinovatio Technology Co.Ltd(002912) issued the reply on matters related to Shenzhen Sinovatio Technology Co.Ltd(002912) implementing the 2019 restricted stock incentive plan (szxh [2019] No. 52), which was communicated with the state owned assets supervision and Administration Commission of Shenzhen Municipal People’s government, After being deliberated and approved by the second 2019 communication meeting of the shareholders’ meeting of Shenzhen Innovation Investment Group Co., Ltd., it is agreed in principle that the company will implement the 2019 restricted stock incentive plan in accordance with the contents of Shenzhen Sinovatio Technology Co.Ltd(002912) 2019 restricted stock incentive plan (Draft) announced by the company on December 17, 2019, Please implement the decision-making procedures of the company’s general meeting of shareholders in accordance with the provisions and organize the implementation in accordance with the relevant provisions and procedures. (V) on April 9, 2020, the incentive plan for Shenzhen Sinovatio Technology Co.Ltd(002912) restricted stock in 2019 (Revised Draft) (hereinafter referred to as the “incentive plan (Revised Draft)”) was deliberated and approved at the 9th meeting of the second board of directors of Shenzhen Sinovatio Technology Co.Ltd(002912) the director Wang Mingyi, as the incentive object of the equity incentive plan, avoided voting during the voting, The independent directors of the company have expressed their independent opinions on relevant matters.
(VI) on April 9, 2020, Shenzhen Sinovatio Technology Co.Ltd(002912) the 8th meeting of the second board of supervisors deliberated and approved the incentive plan (Revised Draft), and verified the list of incentive objects determined in the incentive plan (Revised Draft).
(VII) on April 27, 2020, the first extraordinary general meeting of shareholders in Shenzhen Sinovatio Technology Co.Ltd(002912) 2020 deliberated and approved the proposal on Shenzhen Sinovatio Technology Co.Ltd(002912) 2019 restricted stock incentive plan (Revised Draft) and its abstract, and the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the restricted stock incentive plan.
(VIII) on May 15, 2020, according to the incentive plan (Revised Draft) and the authorization of the general meeting of shareholders to the board of directors, Shenzhen Sinovatio Technology Co.Ltd(002912) the 11th meeting of the second board of directors deliberated and approved the proposal on adjusting the list and number of incentive objects granted for the first time in the 2019 restricted stock incentive plan and the proposal on granting restricted shares to incentive objects for the first time, As the incentive object of the equity incentive plan, Mr. Wang Mingyi, the director, avoided voting during the voting, and the independent directors of the company expressed their independent opinions on relevant matters.
(IX) on May 15, 2020, Shenzhen Sinovatio Technology Co.Ltd(002912) the 10th meeting of the second session of the board of supervisors deliberated and adopted the proposal on adjusting the list and number of incentive objects granted for the first time under the 2019 restricted stock incentive plan and the proposal on granting restricted stocks to incentive objects for the first time, And verified the adjusted list of incentive objects and expressed opinions on matters related to the award.
(x) on March 26, 2021, according to the incentive plan (Revised Draft) and the authorization of the general meeting of shareholders to the board of directors, Shenzhen Sinovatio Technology Co.Ltd(002912) the 15th meeting of the second board of directors deliberated and adopted the proposal on adjusting the number of reserved shares in the 2019 restricted stock incentive plan and the proposal on granting reserved restricted shares to incentive objects, The independent directors of the company have expressed their independent opinions on relevant matters.
（11） On March 26, 2021, the 14th meeting of Shenzhen Sinovatio Technology Co.Ltd(002912) the second session of the board of supervisors deliberated and approved the proposal on adjusting the number of reserved parts of the 2019 restricted stock incentive plan, the proposal on granting reserved restricted stocks to incentive objects, and the proposal on verifying the list of personnel reserved for granting incentive objects in the 2019 restricted stock incentive plan.
（12） On April 28, 2021, the 16th meeting of Shenzhen Sinovatio Technology Co.Ltd(002912) the second board of directors deliberated and approved the proposal on adjusting the repurchase price of some restricted shares granted for the first time by the 2019 restricted stock incentive plan and the proposal on repurchase and cancellation of some restricted shares granted for the first time by the 2019 restricted stock incentive plan, As the incentive object of the equity incentive plan, Mr. Wang Mingyi, the director, avoided voting during the voting, and the independent directors of the company expressed their independent opinions on relevant matters.
（13） On April 28, 2021, the 15th meeting of the second board of supervisors of the company deliberated and approved the proposal on adjusting the repurchase price of some restricted shares granted for the first time in the 2019 restricted stock incentive plan and the proposal on repurchase and cancellation of some restricted shares granted for the first time in the 2019 restricted stock incentive plan.
（14） On December 24, 2021, the fourth meeting of the third board of directors of the company deliberated and approved the proposal on adjusting the repurchase price of restricted shares in the 2019 restricted stock incentive plan and the proposal on the failure to lift the restrictions in the first lifting period of the 2019 restricted stock incentive plan and the repurchase and cancellation of some restricted shares, As the incentive object of the equity incentive plan, Mr. Wang Mingyi, the director, avoided voting during the voting, and the independent directors of the company expressed their independent opinions on relevant matters.
（15） On December 24, 2021, the third meeting of the third board of supervisors of the company deliberated and approved the proposal on adjusting the repurchase price of restricted shares in the 2019 restricted stock incentive plan and the proposal on the failure to lift the restrictions in the first lifting period of the 2019 restricted stock incentive plan and the repurchase and cancellation of some restricted shares.
（16） 2022
