Shanghai jintiancheng law firm about
Espressif Systems (Shanghai) Co.Ltd(688018)
2019 restricted stock incentive plan
The second vesting period of category II incentive objects meets the vesting conditions
Legal opinion
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About Espressif Systems (Shanghai) Co.Ltd(688018)
2019 restricted stock incentive plan
The second vesting period of category II incentive objects meets the vesting conditions
Legal opinion
To: Espressif Systems (Shanghai) Co.Ltd(688018) Dear Sirs:
Part I Introduction
Shanghai jintiancheng law firm (hereinafter referred to as “the firm” or “we”) accepts the entrustment of Espressif Systems (Shanghai) Co.Ltd(688018) (hereinafter referred to as ” Espressif Systems (Shanghai) Co.Ltd(688018) ” or “the company”) to appoint lawyer Shen Cheng and lawyer Tan Xin as the special legal counsel of the company, 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, the administrative measures for equity incentive of listed companies (revised in 2018) (hereinafter referred to as the “administrative measures”), the listing rules of shares on the science and Innovation Board of Shanghai Stock Exchange, the self regulatory guide for listed companies on the science and Innovation Board No. 4 – disclosure of equity incentive information, and other relevant laws and regulations According to the provisions of normative documents and Espressif Systems (Shanghai) Co.Ltd(688018) articles of association, this legal opinion is issued on matters related to the second vesting period of Espressif Systems (Shanghai) Co.Ltd(688018) implementation of the 2019 restricted stock incentive plan (hereinafter referred to as “this incentive plan” or “this plan”) and the compliance with the vesting conditions (hereinafter referred to as “this vesting”) in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry.
In order to issue this legal opinion, the exchange declares as follows:
1. The firm and the signing lawyer of this legal opinion have strictly performed their statutory duties, followed the principles of diligence and good faith, and conducted sufficient verification and 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 and the facts that have occurred or exist before the date of issuance of this legal opinion, so as to ensure the authenticity and credibility of the facts identified in this legal opinion Be accurate and complete, and the concluding opinions issued are legal and accurate, without false records, misleading statements or major omissions, and bear corresponding legal liabilities;
2. In order to issue this legal opinion, our lawyers reviewed the documents and materials related to the issuance of this legal opinion provided by the company, listened to the statements and explanations of relevant parties on relevant facts, and conducted necessary verification and verification on relevant issues. The company guarantees that the information and documents (including but not limited to the original written materials, duplicate materials and oral information) provided to our lawyers are true, accurate, complete and effective, the copies or copies of such materials are consistent with their original materials or originals, the signatures and seals of all documents are true, and there are no false records, misleading statements or major omissions;
3. Our lawyers are based on the laws and regulations of China (for the purpose of this legal opinion, excluding Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan region) applicable at the time of the occurrence of a certain matter to determine whether the matter is legal and effective. 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 relevant government departments This legal opinion is issued by the supporting documents issued by other relevant institutions;
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 ownership, record or publicly disclose it together with other materials, and bear corresponding legal liabilities for the legal opinion issued in accordance with the law; 7. This legal opinion is only for the purpose of the company’s ownership, 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:
1、 Approval and authorization of this attribution
Upon verification by our lawyers, Espressif Systems (Shanghai) Co.Ltd(688018) has fulfilled the following approvals and authorizations to implement this ownership: 1 On October 14, 2019, the company held the third extraordinary general meeting of shareholders in 2019, The proposal on the company’s first restricted stock incentive plan in 2019 (Draft) and its summary, the proposal on the measures for the implementation and assessment of the company’s first restricted stock incentive plan in 2019, and the proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive and other proposals related to this incentive plan were reviewed and approved;
2. On March 31, 2022, the company held the third meeting of the second board of directors and the third meeting of the second board of supervisors, and deliberated and adopted the proposal on meeting the attribution conditions for the second attribution period of class II incentive objects of the company’s 2019 restricted stock incentive plan. The independent directors of the company have expressed independent opinions on relevant matters. The board of supervisors of the company has verified the list of incentive objects that meet the attribution conditions and issued verification opinions, and all agree with the company to implement this attribution.
In conclusion, our lawyers believe that as of the date of issuance of this legal opinion, this ownership has obtained the necessary approval and authorization, which is in line with the relevant provisions of the administrative measures and the 2019 restricted stock incentive plan (Draft).
2、 Conditions and satisfaction of this attribution
1. Vesting period
According to the 2019 restricted stock incentive plan (Draft), the vesting period of this vesting is “from the first trading day after the annual report of the company in 2021 is reviewed and approved by the general meeting of shareholders to the last trading day within 12 months after the annual report of the company in 2021 is reviewed and approved by the general meeting of shareholders”. On March 31, 2021, the general meeting of shareholders of the company deliberated and approved the proposal on deliberation of 2021 annual report and summary. Therefore, the incentive object of category II of the plan has entered the second vesting period, which is from March 31, 2022 to March 30, 2023.
2. Attribution conditions
According to the 2019 restricted stock incentive plan (Draft), this vesting shall meet the following vesting conditions at the same time:
1) The company is not under any of the following circumstances:
(1) The financial and 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 latest 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, articles of association and public commitments within the last 36 months after listing;
(4) Equity incentive is not allowed according to laws and regulations;
(5) Other circumstances recognized by the CSRC.
2) The incentive object does not have any of the following situations:
(1) Being identified as an inappropriate candidate by the stock exchange within the last 12 months;
(2) In the last 12 months, it has been identified as an inappropriate candidate by the CSRC and its dispatched offices;
(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) Those who are not allowed to serve as directors or senior managers 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.
3) Requirements for the term of service of the incentive object: from the date of grant to the vesting date of the second batch, the incentive object must serve continuously for no less than 24 months.
4) Company level performance appraisal
According to the 2019 restricted stock incentive plan (Draft), the company’s performance in 2021 will be assessed this time. If the company’s performance reaches performance assessment objective a, that is, “the operating revenue increases by 119% compared with 2018 or the gross profit increases by 119% compared with 2018”, the ownership proportion at the company level is 100%. If the company’s performance reaches the performance assessment target B, that is, “the operating revenue increases by 95% compared with 2018 or the gross profit increases by 95% compared with 2018”, the ownership proportion at the company level is 80%.
According to the audit report (tzz [2022] No. 4632) issued by Tianzhi International Certified Public Accountants, the company achieved an operating revenue of 1386371500 yuan in 2021, an increase of 192% over 2018, meeting the attribution conditions, and the attribution proportion at the company level was 100%.
5) Individual level performance appraisal
According to the 2019 restricted stock incentive plan (Draft), the individual level performance appraisal of the incentive object shall be organized and implemented in accordance with the current relevant provisions of the company, and the actual number of shares at the individual level shall be determined according to the appraisal results. According to the description of the company, the 2021 performance appraisal results of the two incentive objects this time are all a – or above, and the attribution proportion at the individual level in this period is 100%.
In conclusion, our lawyers believe that the restricted shares granted to the second category of incentive objects under the incentive plan have entered the second vesting period, the conditions for this vesting under the 2019 restricted stock incentive plan (Draft) have been met, and the company’s implementation of this vesting complies with the relevant provisions of the 2019 restricted stock incentive plan (Draft).
3、 Concluding observations
In conclusion, our lawyers believe that Espressif Systems (Shanghai) Co.Ltd(688018) implementation of this ownership has obtained necessary approval and authorization, and there is no situation that the company and the incentive object are not allowed to implement this ownership, which is in line with the relevant provisions of the administrative measures and the 2019 restricted stock incentive plan (Draft). The restricted shares granted to the second category of incentive objects under this incentive plan have entered the second vesting period and the vesting conditions have been met. The company’s implementation of this vesting complies with the relevant provisions of the 2019 restricted stock incentive plan (Draft).
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March 31, 2022
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