Shanghai jintiancheng law firm
About Espressif Systems (Shanghai) Co.Ltd(688018)
2021 annual general meeting
Legal opinion
Address: 12 floor, Shanghai Center Tower, 501 Yingcheng Middle Road, Pudong New Area, Shanghai.
Fax: 2051190211100021
Postal Code: 200120
Shanghai jintiancheng law firm
About Espressif Systems (Shanghai) Co.Ltd(688018)
Of the 2021 annual general meeting
Legal opinion
To: Espressif Systems (Shanghai) Co.Ltd(688018) Dear Sirs:
Shanghai jintiancheng law firm (hereinafter referred to as “the firm”) is entrusted by Espressif Systems (Shanghai) Co.Ltd(688018) (hereinafter referred to as “the company”) in accordance with the company law of the people’s Republic of China (hereinafter referred to as “the company law”), the rules for the general meeting of shareholders of listed companies (hereinafter referred to as “the rules for the general meeting of shareholders”), the rules for the listing of shares on the science and Innovation Board of Shanghai Stock Exchange and other laws Regulations and other normative documents (hereinafter referred to as “laws and regulations”) and the Espressif Systems (Shanghai) Co.Ltd(688018) articles of Association (hereinafter referred to as “the articles of association”), this legal opinion should be issued on matters related to the holding of the 2021 annual general meeting of shareholders (hereinafter referred to as “the general meeting of shareholders”).
This legal opinion only expresses opinions on the convening and convening procedures of the general meeting of shareholders, the qualifications of the personnel attending the general meeting of shareholders, the qualifications of the convener, whether the voting procedures of the meeting comply with the provisions of laws, regulations and the articles of association, and whether the voting results are legal and effective, and does not express opinions on the authenticity, accuracy or legitimacy of the contents of the proposals considered by the general meeting of shareholders and the relevant facts expressed by such proposals.
In order to issue this legal opinion, the firm appointed lawyer Shen Cheng and lawyer Tan Xin (hereinafter referred to as “the firm’s lawyer”) to attend the shareholders’ meeting. 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 and the facts that have occurred or exist before the date of issuance of this legal opinion, the firm and its lawyers have strictly performed their statutory duties, followed the principles of diligence and good faith, and fully verified the relevant matters involved in this shareholders’ meeting.
In the process of our lawyer’s verification of the relevant documents provided by the company, we assume that all signatures, seals and seals in the documents provided to us are true, and all documents submitted to us as originals are true, accurate and complete; All facts stated in the documents provided to the exchange are true, accurate and complete; The signatories of the documents provided to the exchange have full civil capacity, and their signing has been properly and effectively authorized; All copies submitted to the Institute are consistent with the original, and the originals of these documents are true, complete and accurate.
The exchange guarantees 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 is willing to bear corresponding legal liabilities.
Accordingly, in accordance with the requirements of laws and regulations and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, our lawyers hereby issue the following legal opinions: 1. The qualification of the convener and the procedures for convening and convening this general meeting of shareholders
After verification, the general meeting of shareholders of the company was convened by the board of directors of the company. As the convener of the general meeting of shareholders, the board of directors complies with the provisions of the company law, the rules of the general meeting of shareholders and the articles of association.
The board of directors of the company held the second meeting of the second board of directors on March 10, 2022, made a resolution on convening the general meeting of shareholders, and published Espressif Systems (Shanghai) Co.Ltd(688018) notice on convening the 2021 annual general meeting of shareholders on the designated information disclosure media on March 11, 2022, On March 30, 2022, the Espressif Systems (Shanghai) Co.Ltd(688018) suggestive announcement on relevant precautions for attending the 2021 annual general meeting of shareholders during epidemic prevention and control (hereinafter referred to as the “meeting notice”) was published on the designated information disclosure media, setting out the time, place, voting method, deliberation items, participants, registration methods and other matters of the general meeting of shareholders. The date of publication of the notice of the meeting has reached 20 days from the date of the convening of the general meeting of shareholders.
The shareholders’ meeting was originally scheduled to adopt the combination of on-site voting and online voting: the on-site meeting was held at Bibo Hall B, first floor, Boya Hotel, No. 699, Bibo Road, Pudong New Area, Shanghai at 14:00 p.m. on March 31, 2022; Online voting adopts the online voting system of the general meeting of shareholders of Shanghai Stock Exchange. The voting time through the trading system voting platform is the trading time period on the day of the general meeting of shareholders, i.e. 9:15-9:25, 9:30-11:30, 13:00-15:00; The voting time through the Internet voting platform is 9:15-15:00 on the day of the general meeting of shareholders. The actual time, place, voting mode and deliberation of the shareholders’ meeting are consistent with the contents listed in the notice of the meeting.
Based on the requirements of epidemic prevention and control, it is impossible to set up a meeting site at the place where the meeting is held. The on-site meeting is adjusted to be held by means of communication. The company will provide meeting communication access to shareholders who register to attend the meeting (shareholders and shareholder agents who fail to complete the registration at the registration time will not be able to access the meeting and can participate in the meeting by means of online voting), The information provided and presented by shareholders attending by means of communication shall be consistent with the requirements of the on-site meeting.
The general meeting of shareholders was presided over by the chairman of the company, Mr. teosweeann (Zhang Ruian), in accordance with the relevant provisions of the articles of association.
In conclusion, the qualification of the convener of this general meeting of shareholders is valid, and the convening and convening procedures of this general meeting of shareholders comply with the provisions of laws, regulations and the articles of association.
2、 Qualification of attendees of this general meeting of shareholders
According to the statistical results of online voting provided by the voting platform of the trading system of Shanghai Stock Exchange and the Internet voting platform, all shareholders attending the shareholders’ meeting voted online. The number of voting shares of the company represented by shareholders voting online at the shareholders’ meeting was 39139499, accounting for 488273% of the total shares of the company. The qualification and identity information of shareholders voting through the online voting system shall be authenticated by the voting platform of the trading system of Shanghai Stock Exchange and the Internet voting platform.
In addition, some directors, supervisors, senior managers and lawyers of the company also attended or attended the general meeting of shareholders as nonvoting delegates.
In conclusion, our lawyers believe that the attendees of this shareholders’ meeting comply with the relevant provisions of laws, regulations and the articles of association, and are legal and effective. 3、 Proposals considered at the general meeting of shareholders
After examination and verification by the lawyers of the firm, the proposals deliberated at the general meeting of shareholders of the company fall within the scope of authority of the general meeting of shareholders of the company and are consistent with the deliberation matters listed in the notice of the meeting; The on-site meeting of the general meeting of shareholders did not modify the notice.
4、 Voting procedures and results of this general meeting of shareholders
The company counted and monitored the on-site voting in accordance with the procedures specified in the rules of the general meeting of shareholders and the articles of association, and the shareholders and shareholders’ agents attending the on-site meeting did not raise any objection to the on-site voting results. The online voting results are provided by the online voting system and Internet voting platform of Shanghai Stock Exchange after the online voting.
After the voting of this general meeting of shareholders, the company will combine and count the voting results of on-site voting and online voting according to relevant rules.
The general meeting of shareholders deliberated and adopted the following proposals:
No. proposal name
1. Proposal on reviewing the work report of the board of directors in 2021
2 proposal on reviewing the work report of the board of supervisors in 2021
3. Proposal on reviewing the report on work of independent directors in 2021
4. Proposal on reviewing the annual report of 2021 and its summary
Proposal on financial report of 2025
6 proposal on reviewing the profit distribution plan for 2021
7. Proposal on the company’s 2022 restricted stock incentive plan (Draft) and its summary
8. Proposal on the company’s management measures for the implementation and assessment of the restricted stock incentive plan in 2022
9. Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive
10 proposal on requesting the general meeting of shareholders to authorize the board of directors to issue shares to specific objects through summary procedures
When the general meeting of shareholders deliberates the above-mentioned proposals 6 to 10, the voting results of small and medium-sized investors (shareholders holding less than 5% of the company’s shares) shall be counted separately.
The voting of the proposal on deliberation of the work report of the board of directors in 2021 is as follows: 39135856 shares were agreed, accounting for 999906% of the shares held by all shareholders attending the meeting.
The voting of the proposal on deliberation of the work report of the board of supervisors in 2021 is as follows: 39135856 shares were agreed, accounting for 999906% of the shares held by all shareholders attending the meeting.
The voting status of the proposal on considering the report on work of independent directors in 2021 is as follows: 39135856 shares were agreed, accounting for 999906% of the shares held by all shareholders attending the meeting.
The voting of the proposal on deliberation of the 2021 annual report and summary is as follows: 39135856 shares were agreed, accounting for 999906% of the shares held by all shareholders attending the meeting.
The voting status of the proposal on deliberation of the 2021 financial statement report is as follows: 39107323 shares were agreed, accounting for 999177% of the shares held by all shareholders attending the meeting.
The voting of the proposal on deliberation of the profit distribution plan for 2021 is as follows: 39135856 shares were agreed, accounting for 999906% of the shares held by all shareholders attending the meeting. Among them, the voting of small and medium-sized investors: 4275856 shares were agreed, accounting for 999148% of the shares held by small and medium-sized investors attending the meeting.
The voting of the proposal on the company’s restricted stock incentive plan (Draft) in 2022 and its summary is as follows: 39135856 shares were agreed, accounting for 999906% of the shares held by all shareholders attending the meeting. Among them, the voting of small and medium-sized investors: 4275856 shares were agreed, accounting for 999148% of the shares held by small and medium-sized investors attending the meeting.
The implementation of the measures for the appraisal of 856 shares held by shareholders in 20206 accounted for 9999% of the total shares of the company. Among them, the voting of small and medium-sized investors: 4275856 shares were agreed, accounting for 999148% of the shares held by small and medium-sized investors attending the meeting.
The voting status of the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive is as follows: 39135856 shares were agreed, accounting for 999906% of the shares held by all shareholders attending the meeting. Among them, the voting of small and medium-sized investors: 4275856 shares were agreed, accounting for 999148% of the shares held by small and medium-sized investors attending the meeting.
The voting status of the proposal on requesting the general meeting of shareholders to authorize the board of directors to issue shares to specific objects through summary procedures is as follows: 39091947 shares were agreed, accounting for 998785% of the shares held by all shareholders attending the meeting. Among them, the voting of small and medium-sized investors: 4231947 shares were agreed, accounting for 988888% of the shares held by small and medium-sized investors attending the meeting.
In conclusion, our lawyers believe that the voting procedures of this general meeting of shareholders comply with the relevant provisions of laws, regulations and the articles of association, and the voting results are legal and valid. 5、 Concluding observations
To sum up, our lawyers believe that the convening, convening procedures, convener qualification, meeting attendance qualification and voting procedures of the general meeting of shareholders of the company comply with the relevant provisions of laws, regulations and the articles of association, and the resolutions of the general meeting of shareholders thus made are legal and effective.
This legal opinion is made in triplicate, which shall come into force after being signed by the handling lawyer of this office and stamped with the official seal of this office.
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Shanghai jintiancheng law firm (seal) handling lawyer: Shen Cheng
Person in charge: Gu Gongyun, Tan Xin
March 31, 2022
