Beijing Jindu (Hangzhou) law firm
about
Zhejiang Supcon Technology Co.Ltd(688777)
Adjustment and grant of restricted stock incentive plan in 2021
of
Legal opinion
January 2002
To: Zhejiang Supcon Technology Co.Ltd(688777)
Beijing Jindu (Hangzhou) law firm (hereinafter referred to as Jindu or the firm) is entrusted by Zhejiang Supcon Technology Co.Ltd(688777) (hereinafter referred to as the company or Zhejiang Supcon Technology Co.Ltd(688777) ) as the legal adviser of the company's 2021 restricted stock incentive plan (hereinafter referred to as the incentive plan or the plan), 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 (hereinafter referred to as the administrative measures) by the China Securities Regulatory Commission (hereinafter referred to as the CSRC), the Listing Rules of Shanghai Stock Exchange on the Kechuang board (revised in December 2020) (hereinafter referred to as the Listing Rules) Laws, administrative regulations, departmental rules and normative documents (hereinafter referred to as laws and regulations), the Zhejiang Supcon Technology Co.Ltd(688777) articles of Association (hereinafter referred to as the articles of association) and the Zhejiang Supcon Technology Co.Ltd(688777) 2021 restricted stock incentive plan (Draft) (hereinafter referred to as the incentive plan), such as the business guide for information disclosure of listed companies on the Kechuang board No. 4 - equity incentive information disclosure In accordance with the relevant provisions of the measures for the administration of the implementation and assessment of the restricted stock incentive plan in Zhejiang Supcon Technology Co.Ltd(688777) 2021, the company has adjusted the list of incentive objects and the number of granted rights and interests (hereinafter referred to as the adjustment) and the relevant matters involved in the implementation of the grant of the incentive plan (hereinafter referred to as the grant), Issue the legal opinion of Beijing Jindu (Hangzhou) law firm on the granting of Zhejiang Supcon Technology Co.Ltd(688777) restricted stock incentive plan in 2021 (hereinafter referred to as the legal opinion).
In order to issue this legal opinion, Kindu has prepared and implemented the inspection plan, personally collected evidence materials, and consulted the documents that need to be consulted according to the regulations and other documents that Kindu believes must be consulted in accordance with the measures for the administration of securities legal business of law firms and the rules for the practice of securities legal business of law firms (for Trial Implementation). The company guarantees that it has provided the original written materials, copies, copies, confirmation letters or certificates required by Jindu to issue this legal opinion. The documents and materials provided to Jindu are true, accurate, complete and effective without any concealment, falsehood or major omission. If the documents and materials are copies or copies, they are consistent and consistent with the original.
In accordance with the provisions of the securities law, the measures for the administration of law firms engaging in securities legal business, the rules for the practice of securities legal business of law firms (for Trial Implementation) and the facts that have occurred or exist before the date of issuance of this legal opinion, Jindu and the handling lawyers have strictly performed their statutory duties and followed the principles of diligence and good faith, It has conducted sufficient verification and verification to 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 shall bear corresponding legal liabilities.
Jindu only expresses its opinions on legal issues related to the company's incentive plan, and only expresses its legal opinions in accordance with the current laws and regulations in the people's Republic of China (for the purpose of this legal opinion, excluding Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan, hereinafter referred to as China), and does not express its legal opinions in accordance with any laws outside China. Jindu will not comment on the rationality of Zhejiang Supcon Technology Co.Ltd(688777) stock value, assessment standards and other issues involved in the company's incentive plan, as well as accounting, finance and other non legal professional matters. When quoting relevant financial data or conclusions in this legal opinion, Kindu has fulfilled the necessary duty of care, but such quoting shall not be regarded as any express or implied guarantee for the authenticity and accuracy of these data and conclusions.
For the fact that it is very important to issue this legal opinion and cannot be supported by independent evidence, Kindu relies on the instructions or supporting documents issued by relevant government departments, Zhejiang Supcon Technology Co.Ltd(688777) or other relevant units to issue legal opinions. Jindu agrees that the company will submit this legal opinion as one of the necessary documents for its implementation of the incentive plan to Shanghai Stock Exchange (hereinafter referred to as Shanghai Stock Exchange) for announcement along with other materials, and bear corresponding legal liabilities for the legal opinions issued.
This legal opinion is only used by the company for the purpose of implementing this incentive plan, and shall not be used for any other purpose. Kindu agrees that the company shall quote the relevant contents of this legal opinion in the relevant documents prepared for the implementation of this incentive plan, but the company shall not cause legal ambiguity or misinterpretation due to the quotation. Kindu has the right to review and confirm the corresponding contents of the above relevant documents again.
In accordance with the requirements of relevant laws and regulations such as the company law, the securities law and the relevant provisions of the CSRC, and in accordance with the business standards, ethics and diligence recognized by the lawyer industry, Jindu hereby issues the following legal opinions:
1、 About this adjustment and the approval and authorization granted this time
(I) on December 15, 2021, the company held the 8th meeting of the 5th board of directors, The proposal on the company's 2021 restricted stock incentive plan (Draft) and its summary, the proposal on the measures for the implementation and assessment of the company's 2021 restricted stock incentive plan, and the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to the company's 2021 restricted stock incentive plan were reviewed and adopted. The independent directors of the company have expressed their independent opinions on the relevant proposals of the plan.
(II) on December 15, 2021, the company held the 8th meeting of the 5th board of supervisors, The proposal on the company's 2020 restricted stock incentive plan (Draft) and its summary, the proposal on the company's measures for the implementation and assessment of the 2021 restricted stock incentive plan, and the proposal on the verification of the list of incentive objects granted by the company's 2021 restricted stock incentive plan and other proposals related to the plan were reviewed and adopted, The board of supervisors of the company expressed verification opinions on the matters involved in the plan. The board of supervisors of the company held that: "the incentive objects meet the incentive object conditions specified in the listing rules and administrative measures, meet the incentive object scope specified in the company's restricted stock incentive plan (Draft), and their subject qualification as the incentive object of the incentive plan is legal and effective."
(III) on December 16, 2021, the company posted on the website of Shanghai Stock Exchange（ http://www.sse.com.cn./ , the same below) disclosed the list of incentive objects of Zhejiang Supcon Technology Co.Ltd(688777) 2021 restricted stock incentive plan and publicized the list of incentive objects of the plan. The company publicized the names and positions of the proposed incentive objects within the company from December 16, 2021 to December 25, 2021.
(IV) on December 27, 2021, the company posted on the website of Shanghai Stock Exchange（ http://www.sse.com.cn./ , the same below) disclosed the verification opinions of the board of supervisors on the list of incentive objects of the restricted stock incentive plan. The board of supervisors of the company believes that the incentive objects listed in the incentive plan meet the conditions specified in relevant laws, regulations and normative documents, and they are legal and effective as the incentive objects of the restricted stock incentive plan.
(V) on December 31, 2021, the company held the third extraordinary general meeting of shareholders in 2021, The meeting deliberated and adopted proposals related to the plan, such as the proposal on the company's restricted stock incentive plan in 2021 (Draft) > and its summary, the proposal on the management measures for the implementation and assessment of the company's restricted stock incentive plan in 2021, and the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to the company's stock incentive plan, Authorize the board of directors to determine the incentive object, grant quantity, grant price and grant date of restricted shares reserved in the company's equity incentive plan.
(VI) on January 14, 2022, the company held the 9th meeting of the 5th board of directors, deliberated and adopted the proposal on adjusting matters related to the 2021 restricted stock incentive plan and the proposal on granting restricted shares to incentive objects of the 2021 restricted stock incentive plan, The board of Directors believes that one incentive object determined in the incentive plan has resigned from the company and does not meet the conditions of incentive objects after resignation. According to the incentive plan and management measures, the board of directors agreed to adjust the list of incentive objects and the number of granted rights and interests, adjust the number of incentive objects granted for the first time in the incentive plan from 1003 to 1002, and the number of restricted shares granted from 2993500 shares to 2989500 shares. In addition to the above adjustments, other contents of the incentive plan implemented this time are consistent with the incentive plan deliberated and adopted by the third extraordinary general meeting of shareholders in 2021. According to the authorization of the third extraordinary general meeting of shareholders in 2021, this adjustment does not need to be submitted to the general meeting of shareholders for deliberation. According to the relevant provisions of the management measures, the incentive plan and the authorization of the third extraordinary general meeting of the company in 2021, the board of Directors considers that the grant conditions specified in the restricted stock incentive plan of the company in 2021 have been met. The independent directors of the company expressed their independent opinions on the above matters.
(VII) on January 14, 2022, the company held the 9th meeting of the 5th board of supervisors, deliberated and adopted the proposal on adjusting matters related to the 2021 restricted stock incentive plan and the proposal on granting restricted shares to the incentive objects of the 2021 restricted stock incentive plan, The board of supervisors of the company believes that the adjustment of the list of incentive objects and the number of granted rights and interests of the incentive plan complies with the company law, management measures and other laws, regulations, normative documents and relevant provisions of the incentive plan, and there is no situation that damages the interests of shareholders of the company. The adjusted incentive object is not prohibited from being granted restricted shares, and the subject qualification of the incentive object is legal and effective. Agree with the company's adjustment of the list of incentive objects and the number of granted rights and interests of the incentive plan. After adjustment, the number of incentive objects granted by the company's incentive plan was adjusted from 1003 to 1002, and the number of restricted shares granted was adjusted from 2993500 shares to 2989500 shares. The company is not prohibited to implement the equity incentive plan as stipulated in the management measures and other laws, regulations and normative documents, and the company has the subject qualification to implement the equity incentive plan; The incentive objects of this incentive plan have the job qualification specified in the company law and other laws, regulations and normative documents, meet the incentive object conditions specified in the administrative measures and listing rules, and meet the incentive object scope specified in the company's incentive plan and its abstract. Their qualification as the incentive object of this incentive plan is legal and effective. The company determines that the grant date of the incentive plan complies with the relevant provisions on the grant date in the administrative measures and the incentive plan and its summary.
Based on the above, the exchange believes that as of the date of issuance of this legal opinion, the company has performed the necessary approval and authorization at this stage on the matters related to this adjustment and this grant, which is in line with the relevant provisions of the management measures and the incentive plan.
2、 Main contents of this adjustment
According to the resolution of the 9th meeting of the 5th board of directors, the resolution of the 9th meeting of the 5th board of supervisors and the resignation certificate of relevant incentive objects provided by the company, since one incentive object lost incentive qualification due to resignation, the board of directors of the company adjusted the number of incentive objects granted and the number to be granted in this plan according to the authorization of the general meeting of shareholders.
On January 14, 2022, the company held the 9th meeting of the 5th board of directors, deliberated and approved the proposal on adjusting the incentive plan for restricted stocks in 2021. Since one incentive object identified in the incentive plan has resigned from the company, according to the incentive plan and management measures, The board of directors agreed to adjust the list of incentive objects and the number of granted rights and interests, adjust the number of incentive objects granted for the first time in this incentive plan from 1003 to 1002, and adjust the number of restricted shares granted from 2993500 shares to 2989500 shares. In addition to the above adjustments, other contents of the incentive plan implemented this time are consistent with the incentive plan deliberated and adopted by the third extraordinary general meeting of shareholders in 2021.
The independent directors of the company have expressed independent opinions on this adjustment and believe that the adjustment of the list of incentive objects and the number of granted rights and interests of the company in the incentive plan complies with relevant laws, regulations, normative documents and relevant provisions of the incentive plan. This adjustment is within the scope authorized by the third extraordinary general meeting of shareholders of the company in 2021. The adjustment procedure is legal and compliant, and there is no damage to the interests of the company and shareholders. The company agrees to adjust the list of incentive objects and the number of granted rights and interests of the incentive plan.
On January 14, 2022, the company held the 9th meeting of the 5th board of supervisors, deliberated and approved the proposal on adjusting the incentive plan of restricted stocks in 2021, and considered that the company's adjustment of the list of incentive objects and the number of granted rights and interests in the incentive plan complies with the company law, management measures and other laws Regulations, normative documents and relevant provisions of the incentive plan do not harm the interests of shareholders of the company. The adjusted incentive object is not prohibited from being granted restricted shares, and the subject qualification of the incentive object is legal and effective. Based on the above, the exchange believes that this adjustment complies with the relevant provisions of the management measures and the incentive plan.
3、 Basic information of this grant
(I) date of this grant
1. According to the proposal on granting restricted shares to the incentive objects of the restricted stock incentive plan in 2021 deliberated and adopted at the 9th meeting of the 5th board of directors and the 9th meeting of the 5th board of supervisors, the grant date of this grant is January 14, 2022.
2. The independent directors of the company expressed their independent opinions and believed that the grant date determined by the board of directors of the company complied with the administrative measures and other laws and regulations and the relevant provisions on the grant date in the incentive plan.
According to the company's instructions and commitments and verified by the lawyers of the firm, the grant date of this grant is within 60 days from the date when the plan is considered and approved by the general meeting of shareholders of the company, and it is a trading day.
Based on the above, the exchange believes that the company has performed necessary procedures to determine the grant date of this grant, and the grant date of this grant complies with the relevant provisions of the administrative measures and the incentive plan.
(II) this grant
