Shanghai jintiancheng (Hangzhou) law firm
About Inventronics (Hangzhou) Inc(300582) Electronics (Hangzhou) Co., Ltd
Granting restricted shares to the incentive object whose grant is suspended under the restricted stock incentive plan in 2021
Legal opinion
Shanghai jintiancheng (Hangzhou) law firm
Address: 11th and 12th floors, Huacheng International Development building, 308 Fuchun Road, Hangzhou
Tel: 0571-89838088 Fax: 0571-89838099 zip code: 310020
Shanghai jintiancheng (Hangzhou) law firm
About Inventronics (Hangzhou) Inc(300582) Electronics (Hangzhou) Co., Ltd
Granting restricted shares to the incentive object whose grant is suspended under the restricted stock incentive plan in 2021
Legal opinion
To: Inventronics (Hangzhou) Inc(300582) Electronics (Hangzhou) Co., Ltd
Shanghai jintiancheng (Hangzhou) law firm (hereinafter referred to as “the firm”) is entrusted by Inventronics (Hangzhou) Inc(300582) Electronics (Hangzhou) Co., Ltd. (hereinafter referred to as ” Inventronics (Hangzhou) Inc(300582) ” or “the company”), Act as special legal adviser on matters related to the granting of restricted shares (hereinafter referred to as “this suspension of grant”) to incentive objects whose grant of restricted shares incentive plan is suspended in 2021, and issue this legal opinion on this suspension of grant. In accordance with the relevant provisions of the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), the company law of the people’s Republic of China (hereinafter referred to as the “company law”), and the measures for the administration of equity incentive of listed companies (hereinafter referred to as the “administrative measures”) issued by the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”), Issue this legal opinion.
In order to issue this legal opinion, our lawyers have checked and verified the relevant documents, materials and facts of this suspension of grant in accordance with the provisions of relevant laws, administrative regulations, normative documents and the requirements of our business rules and in the principle of prudence and importance.
For this legal opinion, our lawyer makes the following statement:
1、 Our lawyers give legal opinions according to the facts that have occurred or exist before the date of issuance of this legal opinion and the relevant provisions of China’s current laws, regulations and normative documents.
2、 In this legal opinion, we and our lawyers determine whether certain events are legal and effective based on the applicable laws, regulations, rules and normative documents when such events occur.
3、 The exchange will only express opinions on the legal issues in China related to the suspension of this grant, and will not express opinions on professional matters such as accounting, audit, asset evaluation, internal control, investment decision-making and overseas matters. The quotation of some data and conclusions in relevant accounting reports, audit reports, asset evaluation reports and internal control reports in this legal opinion does not mean that the exchange makes any express or implied guarantee for the authenticity and accuracy of these data and conclusions, nor does it mean that our lawyers have the appropriate qualification for verification and evaluation of these contents.
4、 The issuance of this legal opinion has been Inventronics (Hangzhou) Inc(300582) guaranteed as follows:
1. Have provided the exchange with all materials, information and instructions required for issuing this legal opinion, and ensure that the signatures and seals on all materials, information and instructions are true;
2. The documents and materials provided to the exchange are true, accurate, complete and effective without concealment, falsehood and major omissions. If the documents and materials are copies or copies, they shall be consistent and consistent with the original.
5、 For the fact that this legal opinion is very important and cannot be supported by independent evidence, this office and its handling lawyers issue legal opinions according to the supporting documents issued by relevant government departments, Inventronics (Hangzhou) Inc(300582) or other relevant units.
6、 The exchange agrees to take this legal opinion as the legal document of Inventronics (Hangzhou) Inc(300582) This suspension of grant, and is willing to bear corresponding legal liabilities for the legal opinion issued in accordance with the law.
7、 The exchange agrees to quote Inventronics (Hangzhou) Inc(300582) part or all of the contents of this legal opinion or in accordance with the review requirements of the CSRC, but Inventronics (Hangzhou) Inc(300582) shall not cause legal ambiguity or misinterpretation due to quotation. 8、 This legal opinion is only used by the exchange for the purpose of this suspension of grant, and shall not be used for any other purpose without the written consent of the exchange.
Based on the above, the firm and its handling lawyers, in accordance with relevant laws, regulations, rules and relevant provisions of the CSRC, and in accordance with the recognized business standards, ethics and diligence spirit of the lawyer industry, issue the following legal opinions:
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1、 Approval and authorization of this suspension
On May 25, 2021, the first extraordinary general meeting of the company in 2021 deliberated and adopted the proposal on the company’s 2021 restricted stock incentive plan (Draft) and its summary Proposal on management measures for the implementation and assessment of the company’s restricted stock incentive plan in 2021 and proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s restricted stock incentive plan in 2021. The company’s implementation of the restricted stock incentive plan in 2021 was approved, and the board of directors was authorized to determine the grant date, grant restricted shares to the incentive objects when the incentive objects meet the conditions, and handle all matters necessary for the grant.
On January 6, 2022, the 14th meeting of the third board of directors of the company deliberated and adopted the proposal on granting restricted shares to incentive objects whose grant of Restricted Shares Incentive Plan in 2021 was suspended. The independent directors of the company expressed clear independent opinions on matters related to the suspension of the grant.
On January 6, 2022, the 12th meeting of the third board of supervisors of the company deliberated and adopted the proposal on granting restricted shares to incentive objects whose grant of Restricted Shares Incentive Plan in 2021 was suspended. The board of supervisors of the company considers that the conditions for the suspension of grant have been met and agrees to the suspension of grant.
In conclusion, our lawyers believe that the relevant matters of the suspension of grant have obtained the necessary approval and authorization of the company, and comply with the relevant provisions of the measures for the administration of equity incentive of listed companies and the restricted stock incentive plan (Draft) in 2021 (hereinafter referred to as the “incentive plan (Draft)”). 2、 Details of this suspension of grant
(I) grant date of this deferred grant
According to the proposal on the first granting of restricted shares to the incentive objects of the restricted stock incentive plan in 2021 deliberated and adopted at the 7th Meeting of the third board of directors of the company, the first granting date of the incentive plan is June 25, 2021.
On January 6, 2022, the 14th meeting of the third board of directors of the company deliberated and approved the proposal on granting restricted shares to incentive objects whose grant of Restricted Shares Incentive Plan in 2021 was suspended, and determined January 6, 2022 as the grant date of this suspension.
Therefore, our lawyers believe that the grant date of this deferred grant complies with the administrative measures and other relevant laws and regulations and the relevant provisions of this incentive plan.
(II) object and quantity of deferred grant
Due to the fact that the spouse of Ms. Lin Jing, the director of the company, sold the company’s shares within 6 months before June 25, 2021, the first grant date, in accordance with the relevant provisions of the securities law of the people’s Republic of China, the administrative measures and the company’s incentive plan (Draft), The seventh meeting of the third board of directors of the company decided to suspend the grant of 84000 class I restricted shares to Ms. Lin Jing, the incentive object of the incentive plan, and hold a meeting to consider the grant of Ms. Lin Jing’s restricted shares after the relevant grant conditions are met.
As of the date of issuance of this legal opinion, Ms. Lin Jing’s purchase restriction period has expired and meets all the grant conditions specified in this incentive plan. According to the authorization of the general meeting of shareholders, the board of directors of the company decided to grant 84000 restricted shares to Ms. Lin Jing at a price of RMB 5.567/share.
(III) conditions for suspension of grant
According to the relevant provisions of this incentive plan, the incentive object can be granted restricted shares only if it meets the following conditions at the same time:
1. The company is not under any of the following circumstances:
(1) An audit report with a negative opinion or unable to express an opinion on the financial and accounting report of the most recent fiscal year 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 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 inappropriate by the stock exchange within the last 12 months;
(2) It has been identified as an inappropriate candidate by the CSRC and its dispatched offices within the last 12 months;
(3) Being administratively punished or taking market entry measures by the CSRC and its dispatched offices for major violations of laws and regulations within 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 equity incentive of listed companies according to laws and regulations;
(6) Other circumstances recognized by the CSRC.
As of January 6, 2022, the purchase restriction period of Ms. Lin Jing has expired, which meets the conditions of incentive objects specified in the management measures and other relevant laws, regulations and normative documents as well as the articles of association, and the scope of incentive objects specified in the incentive plan (Draft). Her subject qualification as an incentive object of restricted shares of the company is legal and effective.
After verification, our lawyers believe that the grant conditions for the suspension of grant have been met. The board of directors of the company determined that 84000 class I restricted shares were granted to Ms. Lin Jing at RMB 5.567/share, which is in line with the administrative measures, relevant laws and regulations and the relevant provisions of the incentive plan. 4、 Concluding observations
In conclusion, our lawyers believe that Inventronics (Hangzhou) Inc(300582) the suspension of grant has obtained the necessary authorization and approval at this stage, and the determination of grant date, grant object and grant quantity comply with the company law, securities law, administrative measures and other relevant laws, regulations and normative documents, as well as the articles of Association and equity incentive plan (Draft), The conditions for the suspension of grant have been met.
This suspension of grant still requires information disclosure in accordance with the administrative measures and the relevant provisions of Shenzhen Stock Exchange, and also needs to apply to China Securities Depository and Clearing Co., Ltd. Shenzhen Branch for registration. (no text below)
(there is no text on this page, which is the signature page of Shanghai jintiancheng (Hangzhou) law firm’s legal opinion on Inventronics (Hangzhou) Inc(300582) Electronics (Hangzhou) Co., Ltd. granting restricted shares to incentive objects whose grant of restricted shares incentive plan is suspended in 2021)
Handling lawyer of Shanghai jintiancheng (Hangzhou) law firm:
Yao Yidan
Principal: Handling lawyer:
Ma Xizhi, Xia Yuyao
January 6, 2022
