Shanghai jintiancheng law firm about
Espressif Systems (Shanghai) Co.Ltd(688018)
Restricted stock incentive plan for 2022
Of the first grant
Legal opinion
Address: Shanghai Center Tower, 9, 11, 12, Shanghai Center Tower, 501 Shanghai Center Tower, Middle Road, Pudong New Area, Shanghai
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Postal Code: 200120
Shanghai jintiancheng law firm
About Espressif Systems (Shanghai) Co.Ltd(688018)
Restricted stock incentive plan for 2022
Of the first grant
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, According to 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”), the measures for the administration of equity incentive of listed companies (hereinafter referred to as the “administrative measures”), the Listing Rules of Shanghai Stock Exchange on the science and innovation board, 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, in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, The legal opinion of Shanghai jintiancheng law firm on Espressif Systems (Shanghai) Co.Ltd(688018) 2022 restricted stock incentive plan (Draft) has been issued on March 10, 2022 for Espressif Systems (Shanghai) Co.Ltd(688018) implementation of 2022 restricted stock incentive plan (hereinafter referred to as “this incentive plan” or “this plan”). After further verification by our lawyers, we have issued this legal opinion on matters related to the first grant of Espressif Systems (Shanghai) Co.Ltd(688018) 2022 restricted stock incentive plan (hereinafter referred to as “the first grant”).
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 first grant of the company, 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 implementation of the first grant, 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、 First granted approvals and authorizations
Upon verification by our lawyers, in order to implement this first grant, Espressif Systems (Shanghai) Co.Ltd(688018) has fulfilled the following approvals and authorizations:
1. On March 10, 2022, the company held the second meeting of the second board of directors, deliberated and approved the proposals related to the incentive plan, including the proposal on the company’s restricted stock incentive plan in 2022 (Draft) and its summary, the proposal on the company’s measures for the assessment and management of the implementation of the restricted stock incentive plan in 2022, and the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive;
2. LAN Yuzhe, Lee Sze chin and KOH Chuan Koon, independent directors of the company, have expressed independent opinions on the incentive plan and agreed to implement the incentive plan;
3. On March 10, 2022, the company held the second meeting of the second board of supervisors, deliberated and adopted the proposals related to the incentive plan, Including the proposal on the company’s restricted stock incentive plan in 2022 (Draft) and its summary, the proposal on the company’s assessment and management measures for the implementation of the restricted stock incentive plan in 2022, and the proposal on verifying the company’s list of incentive objects under the restricted stock incentive plan in 2022. The board of supervisors of the company verified the relevant matters of the incentive plan and issued relevant verification opinions;
4. On March 31, 2022, the company held the 2021 annual general meeting of shareholders, deliberated and approved the proposal on the company’s restricted stock incentive plan in 2022 (Draft) and its summary, the proposal on the measures for the implementation and assessment of the company’s restricted stock incentive plan in 2022, and the proposal on submitting 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;
5. According to the company’s 2022 restricted stock incentive plan (referring to the 2022 restricted stock incentive plan (Draft)) and the authorization of the company’s general meeting of shareholders, the company held the third meeting of the second board of directors on March 31, 2022, deliberated and adopted the proposal on granting restricted shares to incentive objects for the first time, and the board of directors of the company considered that the granting conditions had been met, It is determined that the first grant date of this incentive plan is March 31, 2022.
The independent directors of the company expressed independent opinions on this matter and agreed to determine that the first grant date of this incentive plan is March 31, 2022. The company held the third meeting of the second board of supervisors, and the board of supervisors agreed to determine the first grant date of this incentive plan as March 31, 2022.
In conclusion, our lawyers believe that as of the date of issuance of this legal opinion, the relevant matters related to the first grant of this incentive plan have obtained the necessary approval and authorization, which is in line with the relevant provisions of the company law, the securities law, the administrative measures and the 2022 restricted stock incentive plan.
2、 Conditions of first grant
According to the 2022 restricted stock incentive plan, the conditions for the first grant of this incentive plan are as follows:
1. The company does not have the following circumstances under which equity incentive shall not be implemented as stipulated in Article 7 of the management measures: (1) the financial and accounting report of the latest fiscal year was issued with a negative opinion or an audit report that could not express an opinion by the 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 complies with the provisions of Article 8 of the administrative measures, and there are no following circumstances that may not be the incentive object:
(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.
According to the audit report (tzyz [2022] []) issued by Tianzhi International Certified Public Accountants, the resolution of the third meeting of the second board of directors, the resolution of the third meeting of the second board of supervisors and the independent opinion on the third meeting of the second board of directors issued by the independent director of the company, the conditions for the first grant of the company’s restricted stock incentive plan in 2022 have been met.
In conclusion, our lawyers believe that the conditions for the first grant of the company’s restricted stock incentive plan in 2022 have been met, and the company’s granting of reserved restricted shares to incentive objects complies with the relevant provisions of the company law, the securities law, the administrative measures and the restricted stock incentive plan in 2022.
3、 Date of first grant
According to the resolution of the third meeting of the second board of directors of the company, the board of directors of the company agreed to determine March 31, 2022 as the grant date of the first grant. The independent directors of the company have expressed independent opinions on matters related to the implementation of the first grant of the company and agreed to determine the date of the first grant as March 31, 2022. According to the resolution of the third meeting of the second board of supervisors of the company, the board of supervisors of the company agreed to determine March 31, 2022 as the date of the first grant. After verification by our lawyers, the grant date is the trading day.
In conclusion, our lawyers believe that the grant date of the first grant determined by the board of directors of the company complies with the provisions on the grant date in the company law, the securities law, the administrative measures and the 2022 restricted stock incentive plan.
4、 Incentive object, quantity and price granted for the first time
According to the resolution of the third meeting of the second board of directors of the company, it is agreed that the company will grant 1338168 reserved restricted shares to 212 incentive objects, with the grant price of 120 yuan / share. According to the resolution of the third meeting of the second board of supervisors of the company, it is agreed that the company will grant 1338168 reserved restricted shares to 212 incentive objects at a grant price of 120 yuan / share. According to the independent opinions expressed by the independent directors of the company, it is agreed that the company will grant 1338168 reserved restricted shares to 212 incentive objects at a grant price of 120 yuan / share.
In conclusion, our lawyers believe that the incentive objects, quantity and price granted for the first time comply with the relevant provisions of the company’s restricted stock incentive plan in 2022.
5、 Disclosure of information granted for the first time
The company will announce the resolutions of the third meeting of the second board of directors, the third meeting of the second board of supervisors, the independent opinions of independent directors on the third meeting of the second board of directors and other documents related to the first grant within two trading days after the third meeting of the second board of directors and the third meeting of the second board of supervisors. With the progress of this incentive plan, the company shall continue to perform the corresponding information disclosure obligations in accordance with the relevant provisions of laws, administrative regulations and normative documents.
6、 Concluding observations
In conclusion, our lawyers believe that: Espressif Systems (Shanghai) Co.Ltd(688018) the necessary approvals and authorizations have been obtained for the first grant of the incentive plan, neither the company nor the incentive object is prohibited from granting rights and interests, and the grant conditions have been met. The determination of the grant date, incentive object, grant quantity and grant price of the first grant complies with the relevant provisions of the company law, the securities law, the administrative measures and the company’s 2022 restricted stock incentive plan, which is legal and effective. The company has fulfilled the information disclosure obligations on the first grant of relevant matters at this stage, and shall continue to perform the corresponding information disclosure obligations in accordance with the requirements of relevant laws and regulations.
(no text below)
March 31, 2022
