34th floor, office building 3, Huamao center, No. 77 Jianguo Road, Chaoyang District, Beijing 100025
34/F, Tower3, ChinaCentralPlace, 77JianguoRoad, Beijing 100025, China
T:（86-1058091000F:（86-1058091100
Beijing Jingtian Gongcheng law firm
About Hitevision Co.Ltd(002955)
Of 2022 stock option incentive plan (Draft)
Legal opinion
The exchange accepts the entrustment of Hitevision Co.Ltd(002955) (hereinafter referred to as "the company" or " Hitevision Co.Ltd(002955) "), and in accordance with the company law of the people's Republic of China (hereinafter referred to as "the company law"), the securities law of the people's Republic of China (hereinafter referred to as "the securities law"), the measures for the administration of equity incentive of listed companies (revised in 2018) (hereinafter referred to as "the measures for the administration of incentive") and other relevant laws This legal opinion is issued on the company's stock option incentive plan (hereinafter referred to as "incentive plan", "this incentive plan" or "this plan") in accordance with the regulations, normative documents and Hitevision Co.Ltd(002955) articles of Association (hereinafter referred to as "articles of association").
For the purpose of issuing this legal opinion, our lawyers conducted legal review on the documents provided by the company and considered necessary for issuing this legal opinion, and inquired or discussed with relevant managers on the company's incentive plan and related issues.
The lawyers of the firm shall express legal opinions in accordance with the current effective laws, regulations and normative documents of China as of the date of issuance of this legal opinion, as well as the understanding of the relevant facts involved in Hitevision Co.Ltd(002955) this equity incentive plan.
Our lawyer hereby makes the following statement on the issuance of this legal opinion:
1. This legal opinion is based on the relevant facts that have occurred or existed before the date of issuance of this legal opinion and the current laws, regulations and normative documents in China, and is based on our understanding of relevant facts and relevant laws, regulations and normative documents. For the facts that are important to the issuance of this legal opinion and cannot be supported by independent evidence, we rely on relevant government departments Supporting documents and oral confirmation issued by the company or other relevant units;
2. The firm and the handling lawyer declare that as of the date of issuance of this legal opinion, neither the firm nor the handling lawyer holds the shares of Hitevision Co.Ltd(002955) and there is no other relationship with Hitevision Co.Ltd(002955) that may affect the fair performance of duties;
3. Our lawyers have strictly performed their statutory duties, followed the principles of diligence and good faith, and fully verified the behavior of the company's incentive plan and the legitimacy and compliance of this application, so as to ensure that there are no false records, misleading statements and major omissions in this legal opinion;
4. During the investigation for issuing this legal opinion, the company declares to the exchange that it has provided the true, accurate, complete and effective documents, materials or oral statements and explanations that the exchange considers necessary for issuing this legal opinion, and there are no concealment, falsehood and major omissions; The copy materials or copies provided by them are consistent and consistent with their original materials or originals; The signatures and seals on the documents and materials provided are true, and the legal procedures required for such signatures and seals have been performed and legally authorized; All oral statements and explanations are consistent with the facts that have occurred;
5. This legal opinion is only used by the company for the purpose of this incentive plan, and shall not be used for any other purpose without the written consent of the exchange;
6. The exchange agrees to take this legal opinion as a necessary legal document for the company's incentive plan, report it together with other application materials, and bear corresponding legal liabilities for this legal opinion according to law.
Based on the above, in accordance with the requirements of relevant laws and regulations and in accordance with the business standards, ethics and the spirit of diligence recognized by the Chinese lawyer industry, the exchange has verified and verified the relevant facts involved in Hitevision Co.Ltd(002955) implementing the incentive plan, and issued this legal opinion as follows.
1、 Conditions for the company to implement this incentive plan
(I) the company is legally established and validly exists
Upon verification, Hitevision Co.Ltd(002955) now holds the business license (Unified Social Credit Code: 91110108556883208u) issued by the market supervision and Administration Bureau of Haidian District, Beijing on August 31, 2021. The domicile is room c1104, block C, No. 9, Shangdi Third Street, Haidian District, Beijing. The legal representative is Xing Xiuqing. As of the date of announcement of the draft and summary of the incentive plan, the registered capital and paid in capital are RMB 23498569, The business scope is "technology development, technical consultation, technical service and technology transfer of software and multimedia interactive equipment; computer technology training; computer system integration; sales of self-developed software products; economic information consultation; conference services; rental of office space; technology import and export, import and export of goods and import and export agency" (not involving the commodities under the administration of state-owned trade; those involving the commodities under the administration of quota license shall go through the application procedures in accordance with the relevant provisions of the state). (market entities shall independently choose business projects and carry out business activities according to law; projects that must be approved according to law shall carry out business activities according to the approved contents after being approved by relevant departments; they shall not engage in business activities of projects prohibited and restricted by national and municipal industrial policies.) ".
(II) the company does not have the situation that equity incentive shall not be implemented as stipulated in Article 7 of the incentive management measures
The audit report of Hitevision Co.Ltd(002955) issued by Tianzhi International Certified Public Accountants (special general partnership) on April 7, 2021 (Report No.: Tianzhi Zi [2021] 16552) and the assurance report of Hitevision Co.Ltd(002955) internal control issued on April 7, 2021 (Report No.: Tianzhi Zi [2021] 16555) were verified, Hitevision Co.Ltd(002955) there are no following circumstances that prohibit the implementation of equity incentive plan as stipulated in Article 7 of the incentive management measures:
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 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, 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 under which the CSRC determines that equity incentive shall not be implemented.
In conclusion, upon verification, Hitevision Co.Ltd(002955) is a joint stock limited company legally established and validly existing and whose shares have been listed and traded on the stock exchange according to law; As of the date of issuance of this legal opinion, Hitevision Co.Ltd(002955) there are no circumstances that should be terminated according to relevant laws, regulations, normative documents and the articles of Association Hitevision Co.Ltd(002955) there is no circumstance that the incentive plan may not be implemented as stipulated in Article 7 of the incentive management measures. Therefore, our lawyers believe that Hitevision Co.Ltd(002955) is qualified to implement the incentive plan.
2、 Contents of this incentive plan
According to the proposal on Hitevision Co.Ltd(002955) 2022 stock option incentive plan (Draft) and its summary and the proposal on the company's measures for the implementation and assessment of 2022 stock option incentive plan, which were deliberated and adopted at the 12th meeting of the second board of directors of the company, this incentive plan is a stock option incentive plan:
(I) items specified in the incentive plan
Upon review, the Hitevision Co.Ltd(002955) 2022 stock option incentive plan (Draft) (hereinafter referred to as the "draft incentive plan"), which includes the purpose and principle of the incentive plan, the management organization of the incentive plan, the basis and scope for determining the incentive object, the source, quantity and distribution of stock options, the validity period, authorization date, waiting period, vesting date, exercise arrangement, lock up period The exercise price of stock options and the determination method of exercise price, the granting conditions and exercise conditions of stock options, the adjustment methods and procedures of incentive plan, the accounting treatment of stock options, the implementation procedures of incentive plan of stock options, the respective rights and obligations of the company and incentive objects, the treatment of changes in the company / incentive objects, the settlement mechanism of relevant disputes or disputes between the company and incentive objects, supplementary provisions, etc.
After verification, the exchange believes that the items specified in the incentive plan include all the contents specified in Article 9 of the incentive management measures.
(II) specific contents of this incentive plan
1. Stock source of incentive plan
According to the draft incentive plan, the source of the subject stock involved in the incentive plan is the company's directional issuance of A-share common stock to the incentive object, which is in line with the provisions of Article 12 of the incentive management measures.
2. Stock type, quantity and distribution of incentive plan
According to the draft incentive plan, the number of stock options to be granted to incentive objects in the incentive plan is 5.5 million, accounting for about 2.34% of the total share capital of the company at the time of announcement of the draft incentive plan. Among them, 4893300 shares were granted for the first time, accounting for about 2.08% of the total share capital of the company at the time of announcement of the draft incentive plan, accounting for 88.97% of the total rights and interests to be granted in the incentive plan; 606700 reserved grants, accounting for about 0.26% of the company's total share capital of 23498569 shares at the time of announcement of the draft incentive plan and 11.03% of the total rights and interests to be granted in the incentive plan. The distribution of stock options granted by the incentive plan among incentive objects is shown in the table below:
Share of granted shares
Serial number name total number of stock options granted by position on the date of announcement
Proportion of the number of rights (10000 copies) to the total amount of this
example
Directors and senior management
1 sun Xiaoqiang, director and general manager 30.00 5.45% 0.13%
2 long Xudong deputy general manager 30.00 5.45% 0.13%
3 deputy general manager of Cogen 26.00 4.73% 0.11%
4 Xia Liang, deputy general manager and Secretary of the board of directors 18.00 3.27% 0.08%
book
5 Xie Fang CFO 20.00 3.64% 0.09%
Other incentive objects
Core management personnel and core technical (business) personnel 365.33 66.42% 1.55%
(169 persons)
Reserved shares 60.67 11.03% 0.26%
Total 550100.00% 2.34%
Note: if there is any difference in the mantissa between the sum of partial total and each detailed number, it is due to rounding.
According to the draft incentive plan and the verification and confirmation of our lawyers, the total number of subject shares involved in all equity incentive plans within the validity period of the company will not exceed 10% of the total share capital of the company when the plan is submitted to the general meeting of shareholders, and the total number of shares granted to any incentive object through all equity incentive plans within the validity period of the plan will not exceed 1% of the total share capital of the company, Comply with the provisions of paragraph 2 of Article 14 of the incentive management measures; The reserved proportion of this incentive plan does not exceed 20% of the number of rights and interests to be granted in this incentive plan, which is in line with the provisions of Article 15 of the incentive management measures.
3. Validity period, authorization date, waiting period, vesting date, exercise arrangement and lock up period of the incentive plan
(1) Period of validity
According to the draft incentive plan, the validity period of the incentive plan shall not exceed 48 months from the date of authorization of the first stock option to the date of exercise or cancellation of all the stock options granted to the incentive object, which is in line with the provisions of Article 13 of the incentive management measures.
(2) Authorization date
The authorization date shall be determined by the board of directors after the incentive plan is deliberated and approved by the general meeting of shareholders of the company, and the authorization date must be the trading day. For the stock option granted for the first time, the company shall grant and complete the announcement and registration within 60 days after the deliberation and approval of the general meeting of shareholders. If the company fails to complete the above work within 60 days, the implementation of the incentive plan will be terminated, and the stock option not granted will be invalid. According to the administrative measures, the period during which a listed company may not grant rights and interests shall not be counted within 60 days. The reserved authorization date of some stock options shall be confirmed by the board of directors of the company within 12 months after the deliberation and approval of the general meeting of shareholders.
The above contents comply with the provisions of Article 44 of the incentive management measures.
(3) Waiting period
The waiting period of stock options granted in this incentive plan is the period between the authorization date of stock options and the vesting date of stock options. The stock options granted for the first time in the incentive plan are exercised in three times, and the corresponding waiting periods are 12 months, 24 months and 36 months respectively. If the stock options reserved for grant in this incentive plan
