Beijing Anjie (Shanghai) law firm
about
Shenzhen Kingsino Technology Co.Ltd(002548) 2020 restricted stock incentive plan
Repurchase and cancellation of some restricted shares
of
Legal opinion
January 2002
About Shenzhen Kingsino Technology Co.Ltd(002548)
Repurchase and cancellation of some restricted shares under the 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”) has accepted the entrustment of Shenzhen Kingsino Technology Co.Ltd(002548) (hereinafter referred to as “the company” or ” Shenzhen Kingsino Technology Co.Ltd(002548) “) on the basis of relevant laws and regulations such as the administrative measures for equity incentive of listed companies (hereinafter referred to as “the administrative measures”) This legal opinion is issued in the normative documents and the Shenzhen Kingsino Technology Co.Ltd(002548) 2020 restricted stock incentive plan (hereinafter referred to as the “incentive plan” or “this incentive plan”) for repurchase and cancellation of restricted shares granted to some incentive objects but not lifted (hereinafter referred to as “this repurchase and cancellation”).
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 repurchase and cancellation of the company, but does not express opinions on the accounting, audit and other professional matters involved in the repurchase and cancellation of the company. 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 this repurchase cancellation and shall not be used for any other purpose.
Our lawyer agrees to take this legal opinion as a necessary legal document for Shenzhen Kingsino Technology Co.Ltd(002548) This repurchase cancellation, 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 of this repurchase cancellation
After verification by our lawyers, as of the date of issuance of this legal opinion, the approvals and authorizations obtained for this repurchase cancellation are as follows:
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 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, this repurchase cancellation has obtained the necessary approval and authorization at this stage, performed the corresponding procedures, and complied with the relevant provisions of the management measures and other laws, regulations, normative documents and the incentive plan; The cancellation of this repurchase shall be submitted to the general meeting of shareholders of the company for deliberation and approval.
2、 Cancellation of this repurchase
(I) basic information of this repurchase cancellation
1. Incentive object resignation
According to the provisions of “(II) resignation of the incentive object” in “II. Treatment of changes in the personal situation of the incentive object” of “chapter XIV treatment of the incentive plan in case of changes in the company / incentive object” of the incentive plan, if the incentive object’s contract expires and will not be renewed or resigns voluntarily, the restricted shares will not be treated, The restricted shares granted but not yet lifted shall not be lifted, and the company shall repurchase and cancel them at the grant price.
According to the relevant documents provided by the company, Liu Feng, Yao yuan, Zou Jing, major, Dong Peng, Tan Qingliang, Huang Zhiming, Huang Yufeng and Yang Hewei, some of the original incentive objects granted by the company for the first time in this incentive plan, have resigned for personal reasons and are no longer qualified as incentive objects, The company will buy back and cancel the restricted shares held by the incentive objects who have voluntarily resigned for the first time at the grant price of 2.9238 yuan / share (after deducting the 2020 dividend); Du Jinxin, the original incentive object of the reserved grant part, resigned for personal reasons and no longer qualified as an incentive object. The company will repurchase and cancel the restricted shares held by the incentive object of the reserved grant part who voluntarily resigned at the grant price of 2.93 yuan / share (after deducting the dividend in 2020).
2. The control right of the subsidiary of the incentive object changes
According to the provisions of “(VI) change of control of the subsidiary of the incentive object” in “II. Treatment of changes in the personal situation of the incentive object” of “chapter XIV treatment of the incentive plan in case of changes in the company / incentive object” of the incentive plan, if the incentive object holds a position in the holding subsidiary of the company, if the company loses control of the subsidiary, If the incentive object still works in the company, the restricted shares of the incentive object that have been lifted shall not be handled. The restricted shares that have been granted but have not been lifted shall not be lifted, and the company shall repurchase and cancel them at the grant price plus the deposit interest of the people’s Bank of China in the same period.
According to the relevant documents provided by the company, the subsidiaries of Deng Meng, Zhang Liping, Lu Yingran, Qi Yanming, Xu Bin, Zhang Meicheng, Zhang Hongliang and Zhao Jie, the original incentive objects granted for the first time in the incentive plan of the company, have changed their control and remain in the company, The company will buy back and cancel the restricted shares held by the incentive object of the above first grant part that have not been lifted by the sum of the grant price of 2.9238 yuan / share (after deducting the dividend in 2020) and the deposit interest of the people’s Bank of China in the same period; If the control right of the subsidiaries of Li Jipeng and Ouyang Xiaoping, the original incentive objects of the reserved grant, changes and they still work in the company, the company will repurchase and cancel the restricted shares held by the incentive objects of the above reserved grant at the sum of the grant price of 2.93 yuan / share (after deducting the dividend in 2020) and the deposit interest of the people’s Bank of China in the same period.
(II) capital source of this repurchase cancellation
According to the relevant documents provided by the company, 1673900 restricted shares were repurchased and cancelled this time, with a total repurchase amount of RMB 4932188.33. The source of funds for this repurchase and cancellation is the company’s own funds. Meanwhile, due to the small amount of repurchase funds, this repurchase cancellation will not have a significant impact on the company’s operating performance and financial status, nor will it affect the company’s normal production and operation and the diligence of the management team.
Therefore, our lawyers believe that the reasons for the cancellation of the company’s repurchase, the repurchase quantity, the determination of the repurchase price and the source of funds are in line with the management measures and other laws, regulations, normative documents and the relevant provisions of the incentive plan; This repurchase cancellation will not have a significant impact on the company’s operating performance and financial status, nor will it affect the company’s normal production and operation and the diligence of the management team.
3、 Concluding observations
To sum up, our lawyers believe that as of the date of issuance of this legal opinion, the repurchase cancellation has obtained the necessary approval and authorization at this stage and performed the corresponding procedures; The reasons for the cancellation of this repurchase, the repurchase quantity, the determination of the repurchase price and the source of funds are in line with the management measures and other laws, regulations, normative documents and the relevant provisions of the incentive plan; This repurchase cancellation will not have a significant impact on the company’s operating performance and financial status, nor will it affect the company’s normal production and operation and the diligence of the management team. The cancellation of this repurchase shall be submitted to the general meeting of shareholders of the company for deliberation and approval.
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(there is no text on this page, which is the signature page of Beijing Anjie (Shanghai) law firm’s legal opinion on Shenzhen Kingsino Technology Co.Ltd(002548) 2020 restricted stock incentive plan repurchase and cancellation of some restricted shares)
This legal opinion is issued on January 10, 2022 in duplicate without duplicate.
Beijing Anjie (Shanghai) law firm (seal)
Principal: Handling lawyer:
Cai hang, Xu Tao
Xue Bingxin
