Beijing Guofeng law firm
On Zhejiang Dahua Technology Co.Ltd(002236) 2022 stock option and restricted stock incentive plan
Legal opinion
Gflzz [2022] an048-1
Beijing Guofeng law firm
Grandway Law Offices
7 / F, news building, No. 26, Jianguomen inner street, Dongcheng District, Beijing zip code: 100005
Tel: 01088004488 / 66090088 Fax: 01066090016
catalogue
interpretation…… 2 I. conditions for the company to implement the incentive plan 5 II. Legality and compliance of the content of this incentive plan 6 III. procedures for the implementation of the incentive plan by the company 10 IV. incentive objects of this incentive plan 11 v. information disclosure of the incentive plan 12 VI. the company does not provide financial assistance for incentive objects 13 VII. Impact of the incentive plan on the interests of the company and all shareholders 13 VIII. Voting avoidance of related directors of the incentive plan 15 IX. concluding comments fifteen
interpretation
In this legal opinion, unless the context otherwise requires, the following words or abbreviations have the following meanings:
Zhejiang Dahua Technology Co.Ltd(002236) . Company refers to Zhejiang Dahua Technology Co.Ltd(002236)
Incentive plan (Draft) / this refers to Zhejiang Dahua Technology Co.Ltd(002236) 2022 stock option and restricted stock incentive plan / incentive plan of this plan (Draft)
The measures for the administration of the implementation of the appraisal refers to the measures for the administration of the implementation of the stock option and restricted stock incentive plan in Zhejiang Dahua Technology Co.Ltd(002236) 2022
Stock option refers to the right granted by the company to the incentive object to purchase a certain number of shares of the company at a predetermined price and conditions in a certain period of time in the future
Restricted shares refer to Zhejiang Dahua Technology Co.Ltd(002236) RMB common shares (A shares) with restrictive conditions that the incentive object has the right to be granted or purchased
This equity incentive refers to Zhejiang Dahua Technology Co.Ltd(002236) implementing this stock option and restricted stock incentive plan
Incentive objects refer to the directors, senior managers and core backbone personnel who have been granted stock options or restricted shares in the company (including subsidiaries) in accordance with the provisions of this incentive plan
Company Law refers to the company law of the people’s Republic of China
Securities Law refers to the securities law of the people’s Republic of China
The Administrative Measures refer to the administrative measures for equity incentive of listed companies
The articles of association refers to the Zhejiang Dahua Technology Co.Ltd(002236) articles of association
General meeting of shareholders refers to Zhejiang Dahua Technology Co.Ltd(002236) general meeting of shareholders
Board of directors means the board of directors of Zhejiang Dahua Technology Co.Ltd(002236) company
Board of supervisors refers to Zhejiang Dahua Technology Co.Ltd(002236) board of supervisors
Remuneration and assessment committee refers to the remuneration and assessment committee of Zhejiang Dahua Technology Co.Ltd(002236) board of directors
CSRC refers to the China Securities Regulatory Commission
Shenzhen stock exchange refers to Shenzhen Stock Exchange
Zhongdeng company refers to Shenzhen Branch of China Securities Depository and Clearing Co., Ltd
Beijing Guofeng law firm
Yuan and 10000 yuan refer to RMB yuan and 10000 yuan
Beijing Guofeng law firm
About Zhejiang Dahua Technology Co.Ltd(002236)
Of stock options and restricted stock incentive plans in 2022
Legal opinion
Gflzz [2022] an048-1
To: Zhejiang Dahua Technology Co.Ltd(002236)
According to the lawyer service agreement signed between the exchange and Zhejiang Dahua Technology Co.Ltd(002236) the exchange, as the special legal adviser specially employed by Zhejiang Dahua Technology Co.Ltd(002236) the incentive plan, the exchange issues this legal opinion on the relevant matters of the incentive plan in accordance with the company law, securities law, administrative measures and other laws, administrative regulations, rules, normative documents and the relevant provisions of the company’s charter.
For the issuance of this legal opinion, our lawyer hereby makes the following statement:
1. The existence of laws and regulations in force in China or the validity of the administrative opinions issued by the lawyer before the date of issuance;
2. Our lawyers have strictly performed their statutory duties in accordance with the provisions of relevant laws, administrative regulations, rules and normative documents, followed the principles of diligence and good faith, checked the legitimacy, compliance, authenticity and effectiveness of Zhejiang Dahua Technology Co.Ltd(002236) this incentive plan and issued legal opinions. There are no false records, misleading statements and major omissions in this legal opinion, otherwise they are willing to bear corresponding legal responsibilities;
3. Our lawyer agrees that Zhejiang Dahua Technology Co.Ltd(002236) shall quote part or all of the contents of this legal opinion in the relevant documents of this incentive plan, but Zhejiang Dahua Technology Co.Ltd(002236) shall not cause legal ambiguity or misinterpretation due to quotation;
4. Zhejiang Dahua Technology Co.Ltd(002236) has guaranteed that it has provided all the relevant factual materials necessary for the issuance of this legal opinion to the lawyers of this office, and the relevant written materials and written testimony are true and effective without any major omission and misleading statement, and the copies provided are consistent with the original;
5. For the fact that this legal opinion is very important and cannot be supported by independent evidence, our lawyers rely on the supporting documents, testimony or copies of documents issued or provided by relevant government departments, Zhejiang Dahua Technology Co.Ltd(002236) , other relevant units or relevant persons to issue legal opinions;
6. Our lawyers have reviewed and judged all documents and testimony related to the issuance of this legal opinion, and issued legal opinions accordingly;
7. This legal opinion is only for the purpose of this incentive plan and shall not be used for any other purpose.
In order to issue this legal opinion, our lawyers have checked and verified the facts and legal documents related to the following aspects of the incentive plan (hereinafter referred to as “inspection”):
1. Conditions for the company to implement the incentive plan;
2. The legality and compliance of the contents of the incentive plan;
3. The company implements the procedures for the implementation of the incentive plan;
4. Incentive objects of the incentive plan;
5. Information disclosure of the incentive plan;
6. The company does not provide financial assistance for incentive objects;
7. The impact of the incentive plan on the interests of the company and all shareholders;
8. Related directors of the incentive plan abstain from voting.
In accordance with the provisions of relevant laws, administrative regulations, rules and normative documents, and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, our lawyers have checked the documents and facts related to the incentive plan provided by Zhejiang Dahua Technology Co.Ltd(002236) and now issue the following legal opinions:
1、 Conditions for the company to implement the incentive plan
(I) the company is a joint stock limited company established according to law and listed on the Shenzhen Stock Exchange
1. With the approval of the reply on approving Zhejiang Dahua Technology Co.Ltd(002236) initial public offering of shares (zjxk [2008] No. 573) of China Securities Regulatory Commission and the notice on the listing of Zhejiang Dahua Technology Co.Ltd(002236) RMB common shares (SZS [2008] No. 66) of Shenzhen Stock Exchange, the company publicly issues no more than 16.8 million RMB common shares (A shares) with a par value of RMB 1.00 each, Its shares have been listed and traded on Shenzhen Stock Exchange since May 20, 2008. The stock is abbreviated as ” Zhejiang Dahua Technology Co.Ltd(002236) ” and the stock code is ” Zhejiang Dahua Technology Co.Ltd(002236) “.
2. According to the business license of the company and through the lawyers of the firm, search the national enterprise credit information publicity system (website: http://www.gsxt.gov.cn./ ）. enterprise check website (website: https://www.qcc.com./ ）(search date: April 1, 2022). As of the issuance date of this legal opinion, Zhejiang Dahua Technology Co.Ltd(002236) has the following basic information:
Name Zhejiang Dahua Technology Co.Ltd(002236)
Unified social credit code 91330 Tpv Technology Co.Ltd(000727) 215176k
Company type other joint stock limited company (listed)
Shenzhen Stock Exchange
Stock code Zhejiang Dahua Technology Co.Ltd(002236)
The registered capital is 299455073 yuan
Address: No. 1187, Bin’an Road, Binjiang District, Hangzhou
Name of legal representative: Fu Liquan
The development, service and sales of computer software, the design, development, production, installation and sales of electronic products and communication products, the development, system integration and sales of network products, the design and installation of electronic product engineering, information technology consulting services, and the operation of import and export business (see the qualification certificate of import and export enterprises for the scope). (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Date of establishment: March 12, 2001
Business term: March 12, 2001 to no fixed term
Registration authority: Zhejiang market supervision administration
(II) the company is not allowed to implement the equity incentive plan as stipulated in Article 7 of the management measures
According to the articles of association, the “Xin Hui Shi Bao Zi [2020] No. zf10121”, “Xin Hui Shi Bao Zi [2021] No. zf10186” Zhejiang Dahua Technology Co.Ltd(002236) audit report and financial statements issued by Lixin certified public accountants, the announcement on the implementation of annual equity distribution in 2019 and the announcement on the implementation of annual equity distribution in 2020 publicly disclosed by Zhejiang Dahua Technology Co.Ltd(002236) Lixin certified public accountants Zhejiang Dahua Technology Co.Ltd(002236) according to the shareholder return plan for the next three years (20182020), the shareholder return plan for the next three years (20212023) and the instructions issued by the company, the company does not have the following circumstances that the equity incentive plan shall not be implemented as stipulated in Article 7 of the management measures:
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 the certified public accountant;
3. Failure to distribute profits in accordance with laws and regulations, articles of association and public commitments in the last 36 months after listing;
4. Equity incentive is prohibited by laws and regulations;
5. Other circumstances recognized by the CSRC.
In conclusion, our lawyers believe that Zhejiang Dahua Technology Co.Ltd(002236) is a listed company legally established and effectively existing. As of the date of issuance of this legal opinion, there is no need to terminate in accordance with relevant laws, administrative regulations, rules, normative documents and the articles of association, and there is no case that equity incentive plan shall not be implemented as stipulated in Article 7 of the administrative measures, Meet the conditions for the implementation of equity incentive plan stipulated in the administrative measures. 2、 Legality and compliance of the contents of this incentive plan
On April 1, 2022, the company held the 27th meeting of the seventh board of directors, deliberated and approved the incentive plan (Draft). After verification, the purpose of the incentive plan, the management organization of the incentive plan, the basis and scope of the incentive object, the specific contents of the incentive plan, the implementation and grant of the incentive plan and the exercise / lifting of the restriction on sales procedures of the incentive object in the incentive plan (Draft), The respective rights and obligations of the company / incentive object and the treatment of the incentive plan in case of any change of the company / incentive object are clearly specified or explained, which is in line with the provisions of Article 9 of the management measures. The main specific contents are as follows:
(I) award conditions and performance appraisal
According to the provisions of the incentive plan (Draft), the company’s incentive plan sets the conditions for the grant and exercise of stock options and restricted shares and the lifting of restrictions on sales, and sets performance evaluation indicators including the company’s performance indicators and the individual performance indicators of incentive objects. The company has disclosed the performance evaluation indicators in detail in the incentive plan (Draft), and fully disclosed the scientificity and rationality of the setting of performance evaluation indicators, Comply with the provisions of Articles 10 and 11 of the administrative measures.
(II) source of underlying stock
According to the incentive plan
