Beijing Jindu law firm
About Topsec Technologies Group Inc(002212)
Of the first phase of “striver” stock option incentive plan (Draft)
Legal opinion
To: Topsec Technologies Group Inc(002212)
Beijing Jindu law firm (hereinafter referred to as “Jindu”) is entrusted by Topsec Technologies Group Inc(002212) (hereinafter referred to as “the company” or ” Topsec Technologies Group Inc(002212) “), 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”) Administrative regulations, some rules and normative documents (hereinafter referred to as “laws and regulations”) and the Topsec Technologies Group Inc(002212) articles of Association (hereinafter referred to as “the articles of association”), in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, on the relevant matters involved in the first phase of the “striver” stock option incentive plan (hereinafter referred to as “the incentive plan”) to be implemented by the company, Issue this legal opinion.
In order to issue this legal opinion, Kindu has verified the relevant facts and legal matters related to the company’s incentive plan in accordance with the current laws and regulations in 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) and the articles of association.
In accordance with the business standards and ethics recognized by the Chinese lawyer industry, Kindu consulted the documents that Kindu considered necessary, including the documents, records, materials and certificates related to the incentive plan provided by the company, the current relevant laws and regulations, and made necessary inquiries and discussions with the company and its senior managers on the relevant matters involved in the incentive plan. Jindu shall express legal opinions in accordance with the facts that have occurred or exist before the date of issuance of this legal opinion and the relevant provisions of the current laws and regulations in China and the articles of association. Jindu only expresses opinions on legal issues related to the company’s incentive plan, but does not express opinions on the rationality of the underlying stock value, assessment standards and other aspects 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, Kindu has fulfilled the necessary duty of care, but such quotation shall not be deemed as any express or implied guarantee for the authenticity and accuracy of such 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 and individuals to issue legal opinions.
The issuance of this legal opinion has been guaranteed by the company as follows:
1. All documents, materials, statements and explanations provided by the company to Kindu are complete, true and valid, and all facts and documents sufficient to affect this legal opinion have been disclosed to Kindu without any concealment or major omission.
2. All signatures and seals in the documents provided by the company are true, and the copies, copies or scanned copies of the documents are consistent with the original.
Kindu has strictly performed its statutory duties, followed the principles of diligence and good faith, and fully verified the facts and legal issues involved in the company’s incentive plan, so as 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.
Jindu agrees to take this legal opinion as one of the necessary documents for the company to implement this incentive plan, report or announce it together with other materials as a public disclosure document, and bear corresponding legal liabilities for the legal opinions issued in accordance with the law.
This legal opinion is only used by the company for the purpose of 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 the company 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 company law, the securities law and other relevant laws and regulations, as well as the requirements of the relevant provisions of the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”) and Shenzhen Stock Exchange, and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, Jindu issued the following legal opinions: I. the subject qualification of the company for the implementation of this incentive plan
(I) according to the industrial and commercial registration data provided by the company and verified by lawyer Jindu, Topsec Technologies Group Inc(002212) is a joint stock limited company established by Guangdong Nanyang cable group Co., Ltd. in the form of overall change on August 3, 2005. It was approved by the notice on Approving the initial public offering of Guangdong Nanyang cable group Co., Ltd. (zjxk [2008] No. 72) issued by the CSRC on January 10, 2008 and approved by Shenzhen
The notice on the listing of RMB common shares of Guangdong Nanyang cable group Co., Ltd. (SZS [2008] No. 18) issued by the stock exchange on January 30, 2008 agreed that the company issued 30.4 million RMB common shares (A shares) in Shenzhen stock exchange for the first time, and the total share capital of the company after issuance was 113864408 million shares. On February 1, 2008, the company’s shares were listed and traded in Shenzhen Stock Exchange. The securities are referred to as “Nanyang shares” for short, and the securities code is ” Topsec Technologies Group Inc(002212) “. On November 26, 2020, the abbreviation of the company’s securities was changed from “Nanyang shares” to ” Topsec Technologies Group Inc(002212) “, and the securities code was still ” Topsec Technologies Group Inc(002212) “.
(II) log in the national enterprise credit information publicity system according to the current valid business license of the company and through lawyer Jindu（ http://www.gsxt.gov.cn./ ）Upon inquiry, as of the issuance date of this legal opinion, Topsec Technologies Group Inc(002212) was established and validly existing in accordance with the law.
(III) according to the commitment issued by Dahua Certified Public Accountants (special general partnership), Dahua Shen Zi [2021] 006045 Topsec Technologies Group Inc(002212) audit report, Dahua He Zi [2021] 004132 Topsec Technologies Group Inc(002212) internal control verification report and the commitment issued by the company, and through lawyer Jin Du, log on the “Securities and futures dishonesty record query platform” of the CSRC（ http://neris.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 a 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, Topsec Technologies Group Inc(002212) is a joint stock limited company established and effectively existing according to law, there is no situation that equity incentive shall not be implemented as stipulated in Article 7 of the administrative measures, and Topsec Technologies Group Inc(002212) has the subject qualification to implement this incentive plan.
2、 Legality and compliance of the contents of this incentive plan
On March 27, 2022, the company held the 20th meeting of the sixth board of directors, deliberated and approved the Topsec Technologies Group Inc(002212) “striver” first stock option incentive plan (Draft) (hereinafter referred to as “incentive plan (Draft)”), and the main contents of the incentive plan are as follows:
(I) incentive objects of the incentive plan
According to the incentive plan (Draft), the incentive objects of the incentive plan are determined in accordance with the relevant laws and regulations such as the company law, the securities law, the administrative measures and the articles of association, and in combination with the actual situation of the company. A total of 1270 incentive objects granted for the first time in this incentive plan are directors, senior managers, core managers and core business (technical) personnel of the company and its subsidiaries, excluding independent directors, supervisors and shareholders or actual controllers who individually or jointly hold more than 5% of the shares of the company and their spouses, parents and children. All incentive objects must have employment, employment or labor relations with the company or its subsidiaries within the grant and the validity of this incentive plan. 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. If the incentive object is not specified for more than 12 months, the reserved rights and interests shall become invalid. The criteria for determining the reserved incentive object shall be determined with reference to the criteria for the first award.
According to the incentive plan (Draft), after the incentive plan is reviewed and approved by the board of directors, the company shall publicize the names and positions of incentive objects internally through the company’s website or other channels before the general meeting of shareholders, and the publicity period shall not be less than 10 days. The board of supervisors of the company will review the list of incentive objects, fully listen to the publicity opinions, and disclose the explanation of the board of supervisors on the review and publicity of the list of incentive objects five days before the general meeting of shareholders of the company deliberates the incentive plan. The list of incentive objects adjusted by the board of directors of the company shall also be verified by the board of supervisors of the company.
According to the incentive plan (Draft), the resolution of the 20th meeting of the 6th board of directors of the company, the opinions of independent directors, the resolution of the 12th meeting of the 6th board of supervisors of the company and the commitment issued by the company, and through lawyer Jindu, log in to the “Securities and futures dishonesty record inquiry platform” of CSRC（ http://neris.c
1. Being identified as an inappropriate candidate by the stock exchange within the last 12 months;
2. Being identified as an inappropriate candidate by the CSRC and its dispatched offices within the last 12 months;
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. The company is not allowed to serve as a director or senior manager 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.
In conclusion, Kindu believes that the incentive plan defines the basis and scope of incentive objects, which is in line with the provisions of item (II) of Article 9 of the administrative measures, and the determination of incentive objects of the incentive plan is in line with the provisions of Article 8 and paragraph 2 of Article 15 of the administrative measures.
(II) type, source, quantity and distribution of the underlying shares of the incentive plan
1. According to the incentive plan (Draft), the stock source of the stock option incentive plan is the company’s directional issuance of A-share common shares to the incentive object.
2. According to the incentive plan (Draft), the company plans to grant 7127035 million stock options to incentive objects, accounting for about 6.01% of the total share capital of the company at the time of announcement of the draft incentive plan. Among them, 64770350 shares were granted for the first time, accounting for about 5.4621% of the total share capital of the company at the time of announcement of the draft incentive plan, and the part granted for the first time accounted for 90.88% of the total equity granted this time; 6.5 million copies are reserved, accounting for about 0.5481% of the total share capital of the company when the draft incentive plan is announced, and the reserved part accounts for 9.12% of the total equity granted this time. Under the condition of meeting the exercise conditions, each stock option has the right to purchase one a share of the company at the exercise price during the exercise period.
3. According to the incentive plan (Draft), the distribution of stock options granted among incentive objects is shown in the table below:
Proportion of stock options granted to the total number of positions (10000) in the incentive plan during the granted stock period proportion of the total share capital of the company on the announcement date of the proposal
Chairman Li Xueying, general manager 600.00 8.42% 0.51%
reason
Director and Deputy General Manager
Kong Jiyang Li, financial director 50.00 0.70% 0.04%
people
Wu Yabiao, director and deputy general manager 20.00 0.28% 0.02%
reason
Peng Shaomin, deputy general manager and Dong 20.00 0.28% 0.02%
Board Secretary
Core management personnel and core business
(technician) 57870350
