34th floor, office building 3, Huamao center, No. 77 Jianguo Road, Chaoyang District, Beijing 100025
34/F,Tower 3, China Central Place, 77 Jianguo Road, Beijing 100025, China
T:（86-1058091000 F:（86-1058091100
Beijing Jingtian Gongcheng law firm
Legal opinion on the first grant of stock options to incentive objects in Hitevision Co.Ltd(002955) 2022 stock option incentive plan
The exchange accepts the entrustment of Hitevision Co.Ltd(002955) (hereinafter referred to as "the company" or " Hitevision Co.Ltd(002955) ") as the special legal adviser specially appointed by the company to implement the 2022 stock option incentive plan. In accordance with the company law of the people's Republic of China (hereinafter referred to as "the company law") and the securities law of the people's Republic of China (hereinafter referred to as "the securities law") The administrative measures for equity incentive of listed companies (revised in 2018) (hereinafter referred to as the "administrative measures") and other relevant laws, regulations and normative documents, the Hitevision Co.Ltd(002955) articles of Association (hereinafter referred to as the "articles of association") and the Hitevision Co.Ltd(002955) 2022 stock option incentive plan (Draft) (hereinafter referred to as the "incentive plan (Draft)", Issue legal opinions on matters related to the first grant of stock options to incentive objects by the company's 2022 stock option incentive plan (hereinafter referred to as "incentive plan", "this incentive plan" or "this plan") (hereinafter referred to as "this grant").
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 management personnel on this grant and related issues of the company.
Our lawyers express legal opinions in accordance with the laws, regulations and normative documents in force in China up to the date of issuance of this legal opinion and their understanding of the relevant facts involved in Hitevision Co.Ltd(002955) this grant.
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 the relevant facts and the relevant laws, regulations and normative documents. For the facts that are crucial 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 legitimacy and compliance of the company's grant, 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 grant, 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 the necessary legal document for this grant of the company, 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, this legal opinion is issued for the grant of Hitevision Co.Ltd(002955) incentive plan as follows.
1、 Approval and authorization of this grant
(I) on April 27, 2022, the company held the 12th meeting of the second board of directors, deliberated and adopted the proposal on the company's stock option incentive plan (Draft) in 2022 and its summary, the proposal on the measures for the implementation and assessment of the company's stock option incentive plan in 2022, and the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive. The independent directors of the company expressed their independent opinions on the relevant proposals of the incentive plan, and the lawyer issued a legal opinion. On the same day, the company issued the company's announcement on the public solicitation of entrusted voting rights by independent directors.
(II) on April 27, 2022, the company held the 8th meeting of the second board of supervisors, deliberated and adopted the proposal on the company's 2022 stock option incentive plan (Draft) and its summary, the proposal on the company's assessment management measures for the implementation of 2022 stock option incentive plan, and the proposal on verifying the list of incentive objects of the company's 2022 stock option incentive plan. And review the list of incentive objects, and believe that the subject qualification of relevant incentive objects as the incentive objects of the company's stock option incentive plan is legal and effective. (III) from April 28, 2022 to May 7, 2022, the company publicized the list of incentive objects granted this time on the company's intranet. During the publicity period, the board of supervisors of the company did not receive any objection to the list of incentive objects proposed in the incentive plan. On May 10, 2022, the board of supervisors of the company disclosed the statement on the verification opinions and publicity of the list of some incentive objects granted for the first time by the 2022 stock option incentive plan.
(IV) on May 18, 2022, the company held the 2021 annual general meeting of shareholders, which deliberated and passed the proposal on the company's 2022 stock option incentive plan (Draft) and its summary, the proposal on the company's assessment and management measures for the implementation of 2022 stock option incentive plan, and the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive, It also disclosed the self inspection report on the trading of shares of the company by insiders with inside information of the stock option incentive plan in 2022.
(V) on May 18, 2022, the company held the 13th meeting of the second board of directors and the 9th meeting of the second board of supervisors respectively, and deliberated and adopted the proposal on granting stock options to incentive objects for the first time. The independent directors of the company expressed their independent opinions and believed that the granting conditions of the incentive plan had been met, the subject qualification of the incentive object was legal and effective, and the determined authorization date met the relevant regulations. The board of supervisors again verified the list of incentive objects granted stock options on the authorization date and issued verification opinions. The lawyer issued a legal opinion.
Our lawyers believe that as of the date of issuance of this legal opinion, the company has obtained the necessary approval and authorization at this stage, which is in line with the relevant provisions of the management measures and the incentive plan (Draft).
2、 About the authorization date of this grant
(I) according to the resolution of the 2021 annual general meeting of shareholders of the company, the general meeting of shareholders of the company authorizes the board of directors of the company to determine the authorization date of the incentive plan.
(II) according to the resolution of the 13th meeting of the second board of directors, the board of directors of the company determined that the first authorization date of this incentive plan is May 18, 2022.
(III) according to the independent opinions issued by all independent directors of the company and the resolution of the ninth meeting of the second board of supervisors, the independent directors and the board of supervisors of the company agree that the first authorization date of this incentive plan is May 18, 2022.
(IV) according to the instructions issued by the company and verified by the lawyers of the firm, the first authorization date of the incentive plan of the company is the trading day, and within 60 days from the date of deliberation and approval of the incentive plan at the 2021 annual general meeting of the company, the authorization date of the incentive plan is not within the following periods:
1. Within 30 days before the announcement of the company's annual report and semi annual report, if the announcement date is delayed due to special reasons, it shall be calculated from 30 days before the original scheduled announcement date;
2. Within 10 days before the announcement of the company's quarterly report, performance forecast and performance express;
3. From the date of major events that may have a great impact on the trading price of the company's shares and their derivatives or the date of entering the decision-making process to the date of disclosure according to law;
4. Other periods stipulated by the CSRC and Shenzhen Stock Exchange.
Therefore, our lawyers believe that the determination of the authorization date granted by the company has fulfilled the necessary procedures and is in line with the relevant provisions of the management measures and the incentive plan (Draft).
3、 Conditions of this grant
According to the relevant provisions of the administrative measures and the incentive plan (Draft), the incentive object can be granted stock options only when the following conditions are met at the same time:
(I) the company is not under any of the following circumstances:
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 latest 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.
(II) the incentive object does not have any of the following situations:
1. Being identified as an inappropriate candidate by the stock exchange within the last 12 months;
2. In the last 12 months, it has been identified as an inappropriate candidate by the CSRC and its dispatched offices;
3. Being administratively punished by the CSRC and its dispatched offices or taking market entry prohibition measures for major violations of laws and regulations in 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 the equity incentive of listed companies according to laws and regulations;
6. Other circumstances recognized by the CSRC.
According to the independent opinions issued by the independent directors of the company, the resolutions of the 13th meeting of the second board of directors and the 9th meeting of the second board of supervisors, relevant audit reports and other documents, and after verification, neither the company nor the incentive object has any of the above circumstances, and the conditions for this grant have been met.
Therefore, our lawyers believe that as of the date of issuance of this legal opinion, the conditions for this grant have been met, and the implementation of this grant by the company complies with the relevant provisions of the management measures and the incentive plan (Draft).
4、 Concluding observations
In conclusion, our lawyers believe that:
1. As of the date of issuance of the draft incentive plan and the approval of the company's equity incentive plan and the relevant laws and regulations, the necessary authorization has been obtained.
2. The company has obtained the necessary approval and authorization for the grant of stock options at this stage. The above approval and authorization comply with the relevant provisions of the company law, the management measures and the incentive plan (Draft). The grant of this equity incentive plan still needs to fulfill the obligation of information disclosure and go through the relevant registration procedures for the grant of stock options in accordance with the administrative measures and the relevant provisions of Shenzhen Stock Exchange.
3. The specific circumstances of the grant of stock options, the date of authorization, the number of grants and the incentive objects of the company comply with the relevant provisions of the company law, the administrative measures and the incentive plan (Draft). The relevant matters granted by the company this time are legal and valid.
This legal opinion is made in three originals, which shall come into force after being signed by the lawyer and sealed by the office.
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(there is no text on this page, which is the signature and seal page of the legal opinion of Beijing Jingtian Gongcheng law firm on the first grant of stock options to incentive objects under the Hitevision Co.Ltd(002955) 2022 stock option incentive plan) (seal)
Principal of law firm (signature):
Yang Zhao
Handling lawyer (signature):
Yao Peihua
Handling lawyer (signature):
Ma Xiumei
May 18, 2022
