Beijing Anjie (Shanghai) law firm
about
Shenzhen Kingsino Technology Co.Ltd(002548)
Restricted stock incentive plan for 2020
Matters related to the lifting of sales restrictions in the first phase of the reserved grant part
of
Legal opinion
January 2002
Beijing Anjie (Shanghai) law firm
About Shenzhen Kingsino Technology Co.Ltd(002548)
Matters related to the first phase of the reserved grant of restricted stock incentive plan in 2020
Legal opinion
To: Shenzhen Kingsino Technology Co.Ltd(002548)
Beijing Anjie (Shanghai) law firm (hereinafter referred to as “the firm”) accepts the entrustment of Shenzhen Kingsino Technology Co.Ltd(002548) (hereinafter referred to as “the company” or ” Shenzhen Kingsino Technology Co.Ltd(002548) “), Matters related to the first phase of lifting the restrictions on the sale of some restricted shares reserved and granted by the company in accordance with the administrative measures for equity incentive of listed companies (hereinafter referred to as the “administrative measures”) and the Shenzhen Kingsino Technology Co.Ltd(002548) 2020 restricted stock incentive plan (hereinafter referred to as the “incentive plan” or “this incentive plan”) (hereinafter referred to as “this lifting the restrictions on the sale”) Issue this legal opinion.
For this legal opinion, our lawyer declares as follows:
(I) in accordance with the securities law of the people’s Republic of China, the measures for the administration of securities legal business by law firms, the rules for the practice of securities legal business by law firms (for Trial Implementation) and other provisions, as well as the facts that have occurred or exist before the date of issuance of this legal opinion, our lawyers have strictly performed their statutory duties and followed the principles of diligence and good faith, Sufficient verification and verification have been carried out to ensure that the facts identified in this legal opinion are true, accurate and complete, the concluding opinions issued are legal and accurate, and there are no false records, misleading statements or major omissions, and bear corresponding legal liabilities.
(II) we have obtained Shenzhen Kingsino Technology Co.Ltd(002548) the following guarantee: Shenzhen Kingsino Technology Co.Ltd(002548) provided our lawyers with all documents necessary for issuing this legal opinion, all documents are true, complete, legal and valid, all copies or copies of all documents are consistent with the original or original, and the signatures and seals on all documents are true; And all facts and documents sufficient to affect the legal judgment made by our lawyers have been disclosed without any concealment, misleading or omission.
(III) the exchange only expresses opinions on the legal matters related to the company’s lifting of the sales restriction, but does not express opinions on the accounting, audit and other professional matters involved in the company’s lifting of the sales restriction. The exchange and the handling lawyer do not have the legal qualification to check and judge these professional matters. In this legal opinion, the statements and data related to such professional matters or the references to professional reports such as accounting reports and audit reports made by the firm and the handling lawyer do not mean that the firm and the handling lawyer make any express or implied guarantee for the authenticity and effectiveness of these references.
This legal opinion is only for the purpose of lifting the sales restriction, and shall not be used for any other purpose.
Our lawyers agree to take this legal opinion as a necessary legal document for Shenzhen Kingsino Technology Co.Ltd(002548) the lifting of sales restrictions, announce and disclose it together with other materials, and bear the responsibility for the legal opinion issued according to law.
In accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, and on the basis of full verification and verification of the relevant documents and facts provided by the company, our lawyers issue the following legal opinions:
1、 Approval and authorization for lifting the restrictions
After verification by our lawyers, as of the date of issuance of this legal opinion, the company has obtained the following approval and authorization for the lifting of the sales restriction:
1. On February 28, 2020, The 48th (Interim) meeting of the 4th board of directors of the company deliberated and adopted the proposal on and its summary, the proposal on , and the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive And so on. On the same day, the independent directors of the company expressed their independent opinions on the implementation.
2. On February 28, 2020, The 36th (Interim) meeting of the 4th board of supervisors of the company deliberated and adopted the proposal on and its summary, the proposal on , and Proposal on verifying the list of incentive objects first granted by the company’s 2020 restricted stock incentive plan, etc.
3. From February 29, 2020 to March 9, 2020, the company publicized the names and positions of the proposed incentive objects of the incentive plan. As of the expiration of the publicity period, the board of supervisors of the company has not received any comments from any person or organization on the proposed incentive plan
Like an objection. On March 11, 2020, the board of supervisors of the company checked the list of the incentive objects and explained the publicity, and considered that the subject qualification of the incentive objects of the incentive plan was legal and effective.
4. On March 16, 2020, The second extraordinary general meeting of the company in 2020 deliberated and approved the proposal on and its summary, the proposal on , and the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive. 5. On May 15, 2020, the 54th (Interim) meeting of the 4th board of directors and the 41st (Interim) meeting of the 4th board of supervisors respectively deliberated and adopted the proposal on adjusting the list and number of incentive objects granted for the first time under the 2020 restricted stock incentive plan and the proposal on granting restricted stocks to incentive objects for the first time, May 15, 2020 is determined as the first grant date of this incentive plan. On the same day, the independent directors of the company expressed their independent opinions on relevant matters. On June 2, 2020, the company disclosed the announcement on the completion of the registration of the first grant of restricted shares to incentive objects, and the listing date of the first grant of some restricted shares is June 1, 2020.
6. On October 25, 2020, the fifth (Interim) meeting of the Fifth Board of directors and the fifth (Interim) meeting of the Fifth Board of supervisors respectively deliberated and adopted the proposal on adjusting the grant price of the reserved part of the 2020 restricted stock incentive plan and the proposal on granting the reserved restricted stock to the incentive object, October 30, 2020 is determined as the reserved grant date of this incentive plan.
On the same day, the independent directors of the company expressed their independent opinions on relevant matters. On November 20, 2020, the company disclosed the announcement on the completion of registration of granting reserved restricted shares to incentive objects, and the listing date of some reserved restricted shares is November 19, 2020.
7. On January 29, 2021, The 7th (Interim) meeting of the 5th board of directors and the 7th (Interim) meeting of the 5th board of supervisors respectively deliberated and adopted the proposal on adjusting the repurchase price and repurchase quantity of restricted shares granted for the first time in the 2020 restricted stock incentive plan and the proposal on repurchase and cancellation of 2020 restricted shares granted to some incentive objects but not unlocked And so on. On the same day, the independent directors of the company expressed their independent opinions on relevant matters.
8. On May 28, 2021, The 10th (Interim) meeting of the 5th board of directors and the first achievement of lifting the restrictions during the first lifting period of the 5th board of supervisors, the proposal on repurchase and cancellation of 2020 restricted shares granted to some incentive objects but not unlocked, and the proposal on adjusting the repurchase price of restricted shares in 2020 restricted stock incentive plan. On the same day, the independent directors of the company expressed their independent opinions on relevant matters.
9. On January 10, 2022, The 22nd (Interim) meeting of the 5th board of directors and the 20th (Interim) meeting of the 5th board of supervisors respectively deliberated and adopted the proposal on the achievement of the first lifting of the restrictions in the first lifting period of the reserved grant part of the restricted stock incentive plan in 2020 Proposal on repurchase and cancellation of 2020 restricted shares granted to some incentive objects but not unlocked. On the same day, the independent directors of the company expressed their independent opinions on relevant matters.
Therefore, our lawyers believe that as of the date of issuance of this legal opinion, according to the authorization of the second extraordinary general meeting of shareholders in 2020 to the board of directors, the board of directors of the company has the right to handle matters related to the lifting of sales restrictions in accordance with the relevant provisions of the incentive plan; The company has obtained the necessary approval and authorization at this stage to lift the sales restriction, which is in line with the relevant provisions of the management measures and other laws, regulations, normative documents and the incentive plan. The relevant procedures for lifting the restrictions on sales need to be handled in relevant departments.
2、 The lifting of sales restrictions this time
(I) the sales restriction period has expired
According to the relevant provisions of the incentive plan, the first release period of restricted shares reserved for grant is “from the first trading day 12 months after the completion date of the grant of some restricted shares reserved for grant to the last trading day within 24 months from the completion date of the grant of some restricted shares reserved for grant”, and the release proportion is 40%. As mentioned above, the grant date of restricted shares reserved for grant in this incentive plan is October 30, 2020 and the listing date is November 19, 2020. Therefore, the first restricted sale period of restricted shares reserved for grant in this incentive plan of the company has expired.
(II) the conditions for lifting the restrictions on sales have been fulfilled
According to the relevant provisions of the incentive plan, the restricted shares granted to the incentive objects of the company’s incentive plan can be lifted only if the following conditions are met 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 China Securities Regulatory Commission (hereinafter referred to as “CSRC”). According to the relevant documents provided by the company and verified by our lawyers, the company does not meet the conditions for lifting the sales restriction.
2. The incentive object does not have any of the following circumstances:
(1) Shareholders or actual controllers who individually or jointly hold more than 5% of the company’s shares and their spouses, parents and children;
(2) Being identified as inappropriate by the stock exchange within the last 12 months;
(3) It has been identified as an inappropriate candidate by the CSRC and its dispatched offices within the last 12 months;
(4) Being administratively punished by the CSRC and its dispatched offices or taking market entry prohibition measures for major violations of laws and regulations within the last 12 months;
(5) Those who are not allowed to serve as directors or senior managers of the company as stipulated in the company law;
(6) Those who are not allowed to participate in equity incentive of listed companies according to laws and regulations;
(7) Other circumstances recognized by the CSRC.
According to the relevant documents provided by the company and verified by the lawyers of the firm, none of the incentive objects for the lifting of the sales restriction have the above circumstances and meet the conditions for the lifting of the sales restriction.
3. Company level performance assessment requirements
According to the relevant provisions of the incentive plan, the company shall meet the performance assessment requirements for the first release period of restricted shares reserved for Grant: Based on the number of pigs sold in 2019, the growth rate of pig sales in 2020 shall not be less than 100%. The above “pig sales quantity” refers to the pig sales quantity in the sales briefing or periodic report issued by the company (excluding the number of pigs sold by the company through custody).
According to the relevant documents provided by the company, the number of pigs sold by the company in 2019 was 299500 (excluding custody), and the number of pigs sold in 2020 was 759900 (excluding custody), with an increase rate of 153.72% compared with that in 2019.
Therefore, the performance evaluation at the company level meets the conditions for lifting the sales restriction this time.
4. Performance appraisal requirements at individual level
According to the relevant provisions of the incentive plan, the individual assessment of the incentive object shall be organized and implemented according to the company’s performance assessment system. The individual performance appraisal results are divided into four grades: a (excellent), B (good), C (qualified) and D (unqualified), and the corresponding sales restriction lifting coefficients are shown in the table below:
Individual assessment results a (excellent) B (good) C (qualified) d (unqualified)
Lifting the sales restriction coefficient 100% 60% 0%
The individual’s sales limit that can be lifted in the current year = the individual’s plan to lift the sales limit in the current year × Sales restriction lifting coefficient
On the premise of the achievement of the company’s performance objectives, if the individual performance appraisal results of the incentive object in the previous year reach a (excellent) or B (good), the company will lift the restriction on the sale of all restricted shares planned to be lifted in the corresponding appraisal year in accordance with the provisions of this incentive plan; If the individual performance appraisal result of the incentive object in the previous year is C (qualified), the company shall act in accordance with this incentive
