Beijing Jindu law firm
About Topsec Technologies Group Inc(002212)
Of the first phase of employee stock ownership plan of “striver”
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”) and the securities law of the people’s Republic of China (hereinafter referred to as “the securities law”) The guiding opinions on the pilot implementation of ESOP by listed companies (hereinafter referred to as the “pilot guiding opinions”), the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board (hereinafter referred to as the “self regulatory guidelines”) and other laws and administrative regulations In accordance with the relevant provisions of the 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”), this legal opinion is issued on the relevant matters involved in the first phase of the “striver” employee stock ownership plan (hereinafter referred to as “the employee stock ownership plan”) to be implemented by the company.
In order to issue this legal opinion, Kindu has verified the relevant facts and legal matters related to the company’s employee stock ownership 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 provided by the company related to the employee stock ownership plan, current relevant laws and regulations, and conducted necessary inquiries and discussions with the company and its senior managers on the relevant matters involved in the employee stock ownership 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 gives opinions on the legal issues related to the company’s employee stock ownership plan, but does not give opinions on the rationality of the stock value, assessment standards and other aspects involved in the company’s employee stock ownership 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, fully verified and verified the facts and legal issues involved in the company’s employee stock ownership plan, and ensured 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 agrees to take this legal opinion as one of the necessary documents for the company to implement the employee stock ownership 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 ESOP 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 employee stock ownership plan, but when the company makes the above quotation, it shall not cause legal ambiguity or misinterpretation due to the quotation, and 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 the employee stock ownership plan
Approved by the notice on Approving the initial public offering of shares of Guangdong Nanyang cable group Co., Ltd. (zjxk [2008] No. 72) issued by China Securities Regulatory Commission on January 10, 2008, and approved by the notice on listing of RMB common shares of Guangdong Nanyang cable group Co., Ltd. (SZS [2008] No. 18) issued by Shenzhen Stock Exchange on January 30, 2008, The company issued 30.4 million RMB ordinary shares (A shares) in Shenzhen stock exchange for the first time. After the issuance, the total share capital of the company 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) “.
According to the company’s current valid business license and articles of association, and through lawyer Jindu, log in to the national enterprise credit information publicity system（ http://www.gsxt.gov.cn./ ）Through inquiry, as of the issuance date of this legal opinion, the basic information of the company is as follows:
Name: Topsec Technologies Group Inc(002212)
Type: joint stock limited company (listed, natural person investment or holding)
Unified social credit Code: 914405001929358117
Address: west side of building 3, No. 3, Zhujin Second Street, Zhujin Industrial Zone, Shantou
Legal representative: Li Xueying
Registered capital: 1185813147 yuan
Date of establishment: August 30, 1985
Business term: August 30, 1985 to January 28, 2022
Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Computer system services; Data processing services; Software development; Software development and network security; Sales of electronic products; Sales of communication equipment; Software sales; Sales of intelligent power distribution and control equipment; Sales of electrical and mechanical equipment; Business scope of computer software and hardware: wholesale of and auxiliary equipment; Sales agent; Software outsourcing services; Manufacturing of computer software, hardware and peripheral equipment; Educational consulting services (not engaged in remedial tutoring related to school culture and education courses or entrance examination, as well as intermediary services for studying abroad at their own expense); Import and export agency, import and export of goods or technologies (excluding the import and export of goods and Technologies Prohibited by the state or involving administrative examination and approval).
(for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
In conclusion, Jindu believes that as of the date of issuance of this legal opinion, the company is a listed company established and legally existing according to law and has the subject qualification for the implementation of this ESOP as stipulated in the pilot guidance. 2、 Legality and compliance of this ESOP
On March 27, 2022, the company held the 20th meeting of the sixth board of directors, deliberated and approved the proposal on the company’s employee stock ownership plan (Draft) of “striver” phase I and its summary and other proposals related to the employee stock ownership plan. The proposal mainly includes the employee stock ownership plan (Draft) of Topsec Technologies Group Inc(002212) striver phase I (hereinafter referred to as “Employee Stock Ownership Plan (Draft)”.
In accordance with the relevant provisions of the pilot guidance and the self regulatory guidance, lawyer Jindu checked the relevant matters of the employee stock ownership plan item by item, as follows:
(I) according to the relevant meeting documents provided by the company and the written confirmation issued by the company and the relevant announcements of the company consulted by lawyer Jindu, the company has performed the necessary internal review procedures at this stage in strict accordance with the provisions of relevant laws and regulations, and there is no case of securities fraud such as insider trading and manipulation of the securities market by insiders using the employee stock ownership plan, Comply with the relevant requirements of item (I) of part I of the pilot guidance on the principle of compliance according to law.
(II) according to the employee stock ownership plan (Draft), the resolution of the 20th meeting of the 6th board of directors, the opinions of independent directors, the resolution of the 12th meeting of the 6th board of supervisors and the written confirmation issued by the company, the employee stock ownership plan follows the principle of independent decision of the company and voluntary participation of employees. As of the date of issuance of this legal opinion, there is no apportionment The situation of forcing employees to participate in this ESOP by means of forced distribution meets the relevant requirements of item (II) of part I of the pilot guidance on the principle of voluntary participation.
(III) according to the employee stock ownership plan (Draft) and the written confirmation issued by the company, the employees participating in the employee stock ownership plan will be responsible for their own profits and losses, bear their own risks, and have equal rights and interests with other investors, meeting the relevant requirements of the principle of risk bearing in Item (III) of part I of the pilot guidance.
(IV) according to the employee stock ownership plan (Draft) and the written confirmation issued by the company, the participants of this employee stock ownership plan are directors (excluding independent directors), supervisors, senior managers, core managers of the company and its subsidiaries, and core business (technical) personnel of the company and its subsidiaries, Comply with the relevant provisions on the participants of the employee stock ownership plan in Item (IV) of Part II of the pilot guidance.
(V) according to the employee stock ownership plan (Draft) and the written confirmation issued by the company, the capital sources of the participants in this employee stock ownership plan are the legal salary of employees, self raised funds and other funds obtained through legal and compliance methods. The company will not provide advance, guarantee, loan and other financial assistance to the holders in any way. This ESOP does not involve leveraged funds, and there is no arrangement for a third party to provide rewards, subsidies, subsidies, etc. for employees to participate in the ESOP. The capital source of this ESOP complies with the relevant provisions of item 1, item (V) of Part II of the pilot guidance.
(VI) according to the employee stock ownership plan (Draft), the stock source of this employee stock ownership plan is the company’s A-share shares repurchased by the company’s special account for repurchase, which complies with the relevant provisions of sub item 2, item (V) of Part II of the pilot guidance.
(VII) according to the employee stock ownership plan (Draft), the duration of this employee stock ownership plan is 84 months, calculated from the date when the company announces the last transfer of the subject stock to the name of this employee stock ownership plan. The underlying shares obtained by the employee stock ownership plan are unlocked in three phases. The unlocking time points are 12 months, 24 months and 36 months from the date when the company announces the last transfer of the underlying shares to the name of the employee stock ownership plan. The duration and stock lock-in period of the employee stock ownership plan comply with the relevant provisions of sub item 1, item (VI) of Part II of the pilot guidance.
(VIII) according to the employee stock ownership plan (Draft), the scale of the underlying shares involved in this employee stock ownership plan shall not exceed 23719000 shares, accounting for 2% of the total share capital of the company. After the implementation of this employee stock ownership plan, the total number of shares held by all effective employee stock ownership plans of the company shall not exceed 10% of the total share capital of the company, The number of shares corresponding to the share of the employee stock ownership plan held by any holder shall not exceed 1% of the total share capital of the company (excluding the shares obtained by the holder before the listing of the company’s initial public offering, the shares purchased by itself through the secondary market and the shares obtained through equity incentive), which is in line with the provisions of sub item 2 of item (VI) of Part II of the pilot guidance.
(IX) according to the employee stock ownership plan (Draft), the employee stock ownership plan adopts the self-management mode, and the internal top management authority is the holder meeting. A management committee is set up at the shareholders’ meeting, and the management committee is authorized as the management organization of the employee stock ownership plan to carry out daily management of the employee stock ownership plan and exercise shareholders’ rights on behalf of the holders. The board of directors of the company is responsible for formulating and revising the employee stock ownership plan, and handling other relevant matters of the employee stock ownership plan within the scope authorized by the general meeting of shareholders. The management mode of this ESOP complies with the relevant provisions of item (VII) of Part II of the pilot guidance.
(x) after consulting the employee stock ownership plan (Draft), the employee stock ownership plan has made clear provisions on the following matters:
1. The scale, participants, determination criteria, capital and stock sources of the employee stock ownership plan;
2. Duration and management mode of employee stock ownership plan;
3. Functions and powers, convening and resolution procedures of the ESOP holders’ meeting and the Management Committee;
4. Participation mode of employee stock ownership plan when the company is financing;
5. The change and termination of the employee stock ownership plan, and the disposal methods of the share rights and interests held by employees when they are not suitable to participate in the stock ownership plan;
6. Disposal methods of shares held by employees after the expiration of the employee stock ownership plan;
7. Other important matters.
Based on the above, Kindu believes that the ESOP complies with the provisions of item (IX) of Part III of the pilot guidance.
（11） According to the employee stock ownership plan (Draft), the employee stock ownership plan avoided voting when the general meeting of shareholders considered the proposals related to the transaction between the company and shareholders, directors, supervisors, senior managers and other participants.
（12） According to the employee stock ownership plan (Draft), during the duration of the employee stock ownership plan, when the company finances by means of allotment, additional issuance and convertible bonds, the management committee shall submit it to the holder’s meeting to consider whether to participate and the specific participation plan. When the company is financing, the way of participating in the employee stock ownership plan does not violate《
