Guohao law firm (Hangzhou)
about
Sifang North Electro-Optic Co.Ltd(600184) Co., Ltd
Restricted stock incentive plan for 2022
Matters related to adjustment and initial grant
of
Legal opinion
Address: Guohao lawyer building, No. 2 and No. 15, Baita Park, laofuxing Road, Shangcheng District, Hangzhou zip code: 310008
Grandall building, No.2 & No.15, block B, Baita Park, old Fuxing Road, Hangzhou, Zhejiang 310008, China Tel: (+ 86) (571) 85775888 fax / Fax: (+ 86) (571) 85775643
Email / mail: [email protected].
Website: http://www.grandall.com.cn.
April, 2002
Guohao law firm (Hangzhou)
About Sifang North Electro-Optic Co.Ltd(600184) Co., Ltd
Restricted stock incentive plan for 2022
Matters related to adjustment and initial grant
Legal opinion
To: Sifang North Electro-Optic Co.Ltd(600184) Co., Ltd
Guohao law firm (Hangzhou) (hereinafter referred to as "the firm") has accepted the entrustment of Sifang North Electro-Optic Co.Ltd(600184) Co., Ltd. (hereinafter referred to as " Cubic Sensor And Instrument Co.Ltd(688665) " or "the company") as the special legal adviser for the company to implement the 2022 restricted stock incentive plan (hereinafter referred to as "the incentive plan"), in accordance with the company law of the people's Republic of China (hereinafter referred to as "the company law") Securities Law of the people's Republic of China (hereinafter referred to as the "Securities Law"), measures for the administration of equity incentive of listed companies (hereinafter referred to as the "administrative measures"), rules for the listing of shares on the science and Innovation Board of Shanghai Stock Exchange (hereinafter referred to as the "Listing Rules") The self regulatory guidelines for listed companies on the science and Innovation Board No. 4 - disclosure of equity incentive information (hereinafter referred to as the "regulatory guidelines") and other relevant laws, administrative regulations and normative documents, as well as the provisions of the articles of association of Sifang North Electro-Optic Co.Ltd(600184) Co., Ltd. (hereinafter referred to as the "articles of association") and the 2022 restricted stock incentive plan of Sifang North Electro-Optic Co.Ltd(600184) Co., Ltd. (hereinafter referred to as the "incentive plan"), This legal opinion is issued on matters related to the adjustment of this incentive plan and the first grant (hereinafter referred to as "this grant") in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry.
Part I Introduction
In accordance with the provisions of the securities law, the measures for the administration of securities legal business conducted by law firms and the rules for the practice of securities legal business of law firms (for Trial Implementation) and the facts that have occurred or exist before the date of issuance of this legal opinion, the office and its handling lawyers have strictly performed their statutory duties, followed the principles of diligence and good faith, and conducted sufficient verification and verification, Ensure that the facts identified in this legal opinion are true, accurate and complete, that the concluding opinions issued are legal and accurate, and that there are no false records, misleading statements or major omissions, and bear corresponding legal liabilities.
Based on the facts that have occurred or existed before the issuance date of this legal opinion and the current effective laws, regulations and normative documents in China, our lawyers only express legal opinions on the legality and compliance of Cubic Sensor And Instrument Co.Ltd(688665) this incentive plan adjustment and the first grant, and do not express legal opinions on other non legal matters Cubic Sensor And Instrument Co.Ltd(688665) has assured the firm that it has provided the lawyers of the firm with true, complete and effective original written materials, duplicate materials or oral testimony necessary for the issuance of this legal opinion without any concealment, omission, falsehood or misleading; The copies and copies of relevant documents and materials are consistent with the original or the original, and the seals and signatures on relevant documents and materials are true; The signatory of the relevant documents is legally authorized and effectively signs the documents. Our lawyer issues this legal opinion based on the above guarantee.
Our lawyers agree that Cubic Sensor And Instrument Co.Ltd(688665) in the relevant documents of this incentive plan, shall quote the relevant contents of this legal opinion, but when making the above quotation, it shall not cause legal ambiguity or misinterpretation due to quotation. Our lawyer has not authorized any unit or individual to make any explanation or explanation on this legal opinion.
This legal opinion is only used for the purpose of Cubic Sensor And Instrument Co.Ltd(688665) adjusting and granting restricted shares to the incentive object this time, and shall not be used for any other purpose without the prior written consent of the exchange.
Our lawyer agrees to take this legal opinion as one of the necessary legal documents for Cubic Sensor And Instrument Co.Ltd(688665) this incentive plan and submit it for review or public disclosure along with other application materials.
The second part is the main body
1、 Approval and authorization of this incentive plan adjustment and grant
(I) on March 7, 2022, the company held the 19th meeting of the first board of directors, The proposal on the 2022 restricted stock incentive plan (Draft) of Sifang North Electro-Optic Co.Ltd(600184) Co., Ltd. and its summary, the proposal on the measures for the implementation and assessment of the 2022 restricted stock incentive plan of Sifang North Electro-Optic Co.Ltd(600184) Co., Ltd., and the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to the company's equity incentive plan were reviewed and approved. The independent directors of the company expressed independent opinions on the incentive plan and agreed to implement the incentive plan.
(II) on March 7, 2022, the company held the 12th meeting of the first board of supervisors, The proposal on the 2022 restricted stock incentive plan of Sifang North Electro-Optic Co.Ltd(600184) Co., Ltd. (Draft) and its summary, the proposal on the measures for the administration of the implementation of the 2022 restricted stock incentive plan of Sifang North Electro-Optic Co.Ltd(600184) Co., Ltd., and the proposal on the verification of the list of incentive objects first granted by the 2022 restricted stock incentive plan of Sifang North Electro-Optic Co.Ltd(600184) Co., Ltd.
(III) on March 8, 2022, the company disclosed the list of incentive objects of the 2022 restricted stock incentive plan of Sifang North Electro-Optic Co.Ltd(600184) Co., Ltd. on the website of Shanghai Stock Exchange, and publicized the names and categories of incentive objects within the company from March 8, 2022 to March 17, 2022. During the publicity period, the board of supervisors of the company did not receive any objection from any organization or individual to the list of incentive objects to be granted for the first time in this incentive plan. The board of supervisors of the company checked the list of incentive objects granted by the incentive plan, and disclosed the audit opinions and publicity statement of the board of supervisors of Sifang North Electro-Optic Co.Ltd(600184) Co., Ltd. on the list of incentive objects granted for the first time by the company's restricted stock incentive plan in 2022 on March 18, 2022, believing that the subject qualification granted by the incentive plan is legal and effective.
(IV) March 23, 2022, The first extraordinary general meeting of the company in 2022 deliberated and passed the proposal on the 2022 restricted stock incentive plan (Draft) of Sifang North Electro-Optic Co.Ltd(600184) Co., Ltd. and its summary, the proposal on the measures for the administration of the implementation of the 2022 restricted stock incentive plan of Sifang North Electro-Optic Co.Ltd(600184) Co., Ltd., and the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company's equity incentive plan, The company's restricted stock incentive plan in 2022 was approved, and the board of directors was authorized to determine the grant date of the restricted stock incentive plan, grant restricted shares to the incentive object when the incentive object meets the conditions, and handle all matters necessary for the grant of restricted shares.
(V) on April 1, 2022, the 20th meeting of the first board of directors of the company deliberated and approved the proposal on adjusting matters related to the incentive plan of restricted shares in 2022 and the proposal on granting restricted shares to incentive objects for the first time, agreed to adjust the incentive objects granted this time, and clarified the grant date, grant price and other matters of this grant. The independent directors of the company expressed independent opinions on relevant matters of the board of directors.
(VI) on April 1, 2022, the 13th meeting of the first board of supervisors of the company deliberated and approved the proposal on adjusting matters related to the incentive plan of restricted stocks in 2022 and the proposal on granting restricted stocks to incentive objects for the first time.
In conclusion, our lawyers believe that Cubic Sensor And Instrument Co.Ltd(688665) this adjustment and initial grant of the incentive plan have obtained the necessary approval and authorization at this stage, and comply with the relevant provisions of the company law, the securities law, the administrative measures, the regulatory guide and the incentive plan.
2、 Contents of this incentive plan adjustment
(I) in view of the loss of incentive qualification due to the resignation of one proposed incentive object from the company, on April 1, 2022, the company held the 20th meeting of the first board of directors, deliberated and approved the proposal on matters related to the adjustment of the restricted stock incentive plan in 2022, and agreed to adjust the number of incentive objects granted for the first time and the number to be granted in this incentive plan. The independent directors of the company expressed independent opinions on the adjustment, considered that the adjustment was in line with the relevant provisions of the management measures and the incentive plan, performed the necessary procedures, and agreed with the company to adjust the list of incentive objects and the number of grants.
After this adjustment, the number of incentive objects granted for the first time in the company's incentive plan will be changed from 107 to 106. The original number of shares allocated to incentive objects who no longer meet the qualification of incentive objects due to resignation will be adjusted to the reserved part of the incentive plan, the total number of restricted shares will remain unchanged, the number of restricted shares granted for the first time will be changed to 935000 shares, and 215000 shares will be reserved.
The lawyer of the firm verified that the incentive objects after this adjustment belong to the scope of incentive objects specified in the incentive plan, and the number of awards meets the provisions of the incentive plan; In addition to the above adjustments, other contents of the restricted stock incentive plan implemented this time are consistent with the proposal on the 2022 restricted stock incentive plan (Draft) and its summary of Sifang North Electro-Optic Co.Ltd(600184) Co., Ltd. approved at the first extraordinary general meeting of the company in 2022. According to the authorization of the company's first extraordinary general meeting in 2022, this adjustment does not need to be submitted to the general meeting for deliberation.
(II) on April 1, 2022, the company held the 13th meeting of the first board of supervisors, deliberated and adopted the proposal on adjusting the relevant matters of the restricted stock incentive plan in 2022, and the board of supervisors verified the relevant matters and issued verification opinions.
In conclusion, our lawyers believe that the adjustment of the incentive plan complies with the relevant provisions of the management measures and the incentive plan.
3、 Main contents of this grant
(I) grant date
According to the authorization of the company's first extraordinary general meeting of shareholders in 2022, the company held the 20th meeting of the first board of directors on April 1, 2022, deliberated and adopted the proposal on granting restricted shares to incentive objects for the first time, and determined April 1, 2022 as the grant date of this incentive plan. The determination of the grant date has been approved by the independent directors of the company and deliberated and adopted at the 13th meeting of the first board of supervisors of the company.
After verification, our lawyers believe that the grant date of this incentive plan is the trading day, and the grant date determined by the board of directors of the company complies with the relevant provisions of the management measures and the incentive plan within 60 days from the date of deliberation and approval of this incentive plan by the general meeting of shareholders.
(II) grant object, grant quantity and grant price
According to the authorization given to the board of directors by the company's first extraordinary general meeting in 2022, the proposal on granting restricted shares to incentive objects for the first time was deliberated and passed at the 20th meeting of the first board of directors of the company, which agreed that the company would grant 935000 restricted shares to 106 incentive objects at the grant price of RMB 77.6/share. The above-mentioned granting object, number and price have been approved by the independent directors of the company and deliberated and adopted at the 13th meeting of the first board of supervisors.
After verification, our lawyers believe that the granting object, number and price of the company's grant this time comply with the relevant provisions of the administrative measures, listing rules and incentive plan.
4、 Conditions of this grant
According to the incentive plan, when the following conditions are met at the same time, the incentive object granted this time will be granted restricted shares:
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, the 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.
According to the statement and commitment issued by Cubic Sensor And Instrument Co.Ltd(688665) and the verification of our lawyers, our lawyers believe that as of the grant date of this equity incentive plan, the company's grant conditions have been met, and the company's grant of restricted shares to incentive objects complies with the relevant provisions of the administrative measures, listing rules and incentive plan.
5、 Information disclosure of this grant
through
