Deheng Shanghai law firm
about
Jiangsu Transimage Technology Co.Ltd(002866)
2018 stock option and restricted stock incentive plan
Legal opinions on the achievement of the lifting of the restrictions in the third lifting period of the first granting of restricted shares, the achievement of the exercise conditions in the third exercise period of the first granting of stock options, the achievement of the lifting of the restrictions in the second lifting period of the reserved granting of restricted shares, the repurchase and cancellation of some restricted shares and the cancellation of some stock options
23rd floor, office building, Shanghai Magnolia Plaza, 501 dongdaming Road, Shanghai
Tel: 021-5598 9888 Fax: 021-5598 9898 zip code: 200080
interpretation
In this legal opinion, unless the context otherwise requires, the following words have the following meanings:
Jiangsu Transimage Technology Co.Ltd(002866) / company means Jiangsu Transimage Technology Co.Ltd(002866)
This refers to Deheng Shanghai law firm
The Jiangsu Transimage Technology Co.Ltd(002866) 2018 stock option and restricted stock incentive plan refers to
Incentive plan (Draft) and its revision
Jiangsu Transimage Technology Co.Ltd(002866) 2018 stock option and restricted stock incentive this incentive plan refers to
plan
According to the provisions of the incentive plan, the company grants incentive objects with pre stock options in a certain period in the future
The right to purchase a certain number of shares of the company at a predetermined price and conditions
According to the conditions and prices specified in the incentive plan, the company grants a certain number of restricted stock index company shares to the incentive object. These shares are set with a lock-in period of a certain period. The restriction on sale can be lifted and circulated only after the conditions for lifting the restriction specified in the incentive plan are met
Incentive object refers to the person who obtains stock options and / or restricted shares in accordance with the provisions of this incentive plan
The first grant of stock options and / or restricted initial grants by the company to the incentive object under this incentive plan refers to
Stock behavior
Reserved grant refers to the act that the company grants part of the reserved rights and interests to the incentive object according to the incentive plan
The incentive plan grants restricted shares for the first time. The third release period for the release of restrictions on sales article means the release of restrictions on sales for the first time
Achievement matters
The incentive plan reserves and grants restricted shares for the second period of lifting the restrictions on sales. The term “lifting the restrictions on sales” refers to
Achievement matters
This release of restrictions refers to the first release of restrictions granted and the reserved release of restrictions granted
This exercise refers to the achievement of exercise conditions in the third exercise period of stock options first granted by the incentive plan
The company repurchases and cancels the restricted shares that have been granted to the incentive object but have not been lifted. This repurchase and cancellation refers to
Cancel the stock options granted to the incentive object but not yet exercised
Csdct Shenzhen branch refers to Shenzhen Branch of China Securities Depository and Clearing Co., Ltd
The Company Law refers to the Standing Committee of the 13th National People’s Congress on October 26, 2018
The sixth meeting revised the company law of the people’s Republic of China, which came into force on October 26, 2018
The securities law of 2019 at the 15th meeting of the Standing Committee of the 13th National People’s Congress refers to the securities law of the people’s Republic of China revised on December 28 and implemented as of March 1, 2020
It was deliberated and adopted at the 6th chairman’s office meeting of China Securities Regulatory Commission in 2016 on May 4, 2016. According to the administrative measures of China Securities Regulatory Commission on August 15, 2018
The decision on Amending the measures for the administration of equity incentives of listed companies and the revised Measures for the administration of equity incentives of listed companies
As of the issuance of this legal opinion, Jiangsu Jiangsu Transimage Technology Co.Ltd(002866) shares currently in force are referred to in the articles of association
Articles of association of the Company Limited
The legal opinion of Deheng Shanghai law firm on the achievement of the conditions for the lifting of restrictions in the third lifting period of Jiangsu Transimage Technology Co.Ltd(002866) 2018 stock option and restricted stock incentive plan and the third exercise period of stock option for the first time refers to
Achievement of exercise conditions, reservation of the second release period for granting restricted shares, achievement of release conditions, repurchase and cancellation of some restricted shares and cancellation of some stock options
CSRC / CSRC means China Securities Regulatory Commission
Shenzhen stock exchange refers to Shenzhen Stock Exchange
The people’s Republic of China, in this legal opinion, only for the purpose of differential expression, China refers to
Excluding Taiwan, Hong Kong Special Administrative Region and Macao Special Administrative Region
As of the date of issuance of this legal opinion, the laws, administrative laws and regulations in force in China refer to
gauge
Yuan and 10000 yuan refer to RMB yuan and 10000 yuan
Deheng Shanghai law firm
About Jiangsu Transimage Technology Co.Ltd(002866)
2018 stock option and restricted stock incentive plan
Legal opinions on the achievement of the release of the restrictions in the third release period of the first grant of restricted shares, the achievement of the exercise conditions in the third exercise period of the first grant of stock options, the achievement of the release of the restrictions in the second release period of the reserved grant of restricted shares, the repurchase and cancellation of some restricted shares and the cancellation of some stock options
Deheng 02f20180603-00012 to: Jiangsu Transimage Technology Co.Ltd(002866)
According to the special legal service agreement signed between the company and the exchange, the exchange accepts the entrustment of the company to act as the special legal adviser of the incentive plan of the company.
In accordance with the securities law, the company law, the administrative measures, the administrative measures for law firms engaging in securities legal business, the practicing rules for securities legal business of law firms (for Trial Implementation) and other laws, administrative regulations and normative documents, as well as the relevant provisions of the CSRC, and in accordance with the business standards, ethics and diligence recognized by the Chinese lawyer industry, The exchange issues this legal opinion on matters related to the incentive plan. In order to issue this legal opinion, the firm and its undertaking lawyer declare as follows:
1. The firm and its undertaking lawyers have strictly performed their statutory duties in accordance with the relevant provisions of laws and regulations such as the securities law, the measures for the administration of law firms engaging in securities legal business and the rules for the practice of securities legal business of law firms (for Trial Implementation), as well as the facts that have occurred or exist before the issuance date of this legal opinion, Following the principles of diligence, good faith and full verification, we 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 responsibilities.
2. The undertaking lawyer of the firm agrees to submit this legal opinion as a necessary legal document for the company’s incentive plan together with other materials, and shall be responsible for this legal opinion according to law.
3. The undertaking lawyer of the firm agrees that the company can quote the relevant contents in the legal opinion issued by the undertaking lawyer of the firm on its own or according to the review requirements of the competent department, but the company shall not cause legal ambiguity or misinterpretation due to its quotation.
4. In the course of work, the undertaking lawyer of the firm has been guaranteed by the company that all legal documents and materials (including but not limited to original written materials, duplicate materials or oral statements) required for issuing the legal opinion provided to the undertaking lawyer of the firm are complete, true and effective, All facts and documents sufficient to affect this legal opinion have been disclosed to the handling lawyer of the firm without any concealment, omission, falsehood or misleading. The copies or copies of the documents provided are consistent with the original or the original, and the signatures and seals of such documents are true. The signatories of such documents are legally authorized and effectively sign the documents.
5. For the fact that this legal opinion is very important and cannot be supported by independent evidence, the undertaking lawyer of this office relies on the supporting documents, testimony or copies of documents issued or provided by relevant government departments, companies, other relevant units or relevant persons to issue this legal opinion.
6. The exchange only gives legal opinions on legal issues related to the company’s incentive plan, and does not give opinions on professional matters and reports other than accounting, audit, asset evaluation, investment decision-making, financial analysis and other laws; The reference of certain data and conclusions in relevant statements, financial audit, asset evaluation and other documents 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. For these contents, the exchange and its undertaking lawyer do not have the appropriate qualification to check and make judgment. 7. 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 by anyone without the written consent of the exchange.
Based on the above statement, the exchange and its undertaking lawyers, in accordance with the provisions of the company law, the securities law, the administrative measures and other relevant laws, regulations and normative documents, and on the basis of full verification and verification of the relevant facts involved in the matters related to the incentive plan, issue the following legal opinions:
Text
1、 Relevant review procedures
The undertaking lawyers of the firm have performed the following verification methods, including but not limited to: 1. Consult the incentive plan; 2. Log in to the website of Shenzhen Stock Exchange（ http://www.szse.cn. ）Query relevant announcements of the incentive plan; 3. Review the resolutions of the remuneration and assessment committee, the board of directors, the board of supervisors and the general meeting of shareholders related to the incentive plan; 4. Consult relevant opinions of independent directors and the board of supervisors; 5. Obtain written instructions issued by the company.
On the basis of careful verification, the undertaking lawyer of the firm issued the following legal opinions:
(I) review procedures of the incentive plan
1. On November 26, 2018, the company held the second meeting of the remuneration and assessment committee of the board of directors, which considered and approved the proposal on the company’s 2018 stock option and restricted stock incentive plan (Draft) and its summary, the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to stock incentive and other relevant proposals. 2. On November 26, 2018, the company held the 12th meeting of the second board of directors, deliberated and adopted the proposal on the company’s 2018 stock option and restricted stock incentive plan (Draft) and its summary, the proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive, and other related proposals, and the related directors avoided voting. On the same day, the independent directors of the company issued independent opinions and agreed to implement the incentive plan.
3. On November 26, 2018, the company held the 8th meeting of the second session of the board of supervisors, deliberated and approved the proposal on the company’s 2018 stock option and restricted stock incentive plan (Draft) and its summary, the proposal on the company’s list of incentive objects granted for the first time under the 2018 stock option and restricted stock incentive plan, and other relevant proposals, The list of incentive objects in the incentive plan is checked to confirm the main status of incentive objects
