Guohao law firm (Hangzhou)
about
Hangzhou Hikvision Digital Technology Co.Ltd(002415)
On the granting of restricted stock incentive plan in 2021
Legal opinion
Address: Guohao lawyer building, No. 2 and No. 15, Baita Park, laofuxing Road, Shangcheng District, Hangzhou zip code: 310008
Grandall building, No.2 & No.15, block B, Baita Park, old Fuxing Road, Hangzhou, Zhejiang 310008, China Tel: (+ 86) (571) 8577 5888 fax / Fax: (+ 86) (571) 8577 5643
Email / mail: [email protected].
Website: http://www.grandall.com.cn.
January 2002
Guohao law firm (Hangzhou)
About
Hangzhou Hikvision Digital Technology Co.Ltd(002415)
Granting of restricted stock incentive plan in 2021
of
Legal opinion
To: Hangzhou Hikvision Digital Technology Co.Ltd(002415)
According to the legal service entrustment agreement signed between Hangzhou Hikvision Digital Technology Co.Ltd(002415) (hereinafter referred to as " Hangzhou Hikvision Digital Technology Co.Ltd(002415) " and "the company") and Guohao law firm (Hangzhou) (hereinafter referred to as "the firm"), the firm accepts the entrustment of Hangzhou Hikvision Digital Technology Co.Ltd(002415) , 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 "measures for the administration of equity incentive"), the Trial Measures for the implementation of equity incentive by state-controlled listed companies (within China) (hereinafter referred to as the "Trial Measures") The provisions of relevant laws, regulations and normative documents, such as the notice on issues related to regulating the implementation of equity incentive system by state-controlled listed companies (hereinafter referred to as the "notice"), the guidelines for the implementation of equity incentive by listed companies controlled by central enterprises (hereinafter referred to as the "guidelines"), This legal opinion is issued on matters related to the grant of Hangzhou Hikvision Digital Technology Co.Ltd(002415) 2021 restricted stock incentive plan (hereinafter referred to as "this incentive plan").
(Introduction)
The firm is a law firm registered according to law and qualified to practice. It is qualified to issue legal opinions on the understanding and application of Chinese laws, regulations and normative documents.
In accordance with the provisions of the securities law, 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), as well as the facts that have occurred or exist before the date of issuance of this legal opinion, the firm and its handling 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.
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, as well as their understanding of the relevant facts involved in the Hangzhou Hikvision Digital Technology Co.Ltd(002415) restricted stock incentive plan in 2021.
Hangzhou Hikvision Digital Technology Co.Ltd(002415) has assured the exchange that the documents and statements and explanations provided to the exchange are complete, true and effective, and all facts and documents sufficient to affect this legal opinion have been disclosed to the exchange without any concealment or omission.
The exchange declares that as of the date of issuance of this legal opinion, neither the exchange nor the signing lawyer holds the shares of Hangzhou Hikvision Digital Technology Co.Ltd(002415) , and there is no relationship with Hangzhou Hikvision Digital Technology Co.Ltd(002415) that may affect the fair performance of duties.
This legal opinion only expresses opinions on the legality and compliance of the grant of Hangzhou Hikvision Digital Technology Co.Ltd(002415) restricted stock incentive plan in 2021 and relevant legal matters, and does not express opinions on the value of the underlying stock involved in Hangzhou Hikvision Digital Technology Co.Ltd(002415) this incentive plan.
This legal opinion is only used for the purpose of granting restricted shares to incentive objects under the Hangzhou Hikvision Digital Technology Co.Ltd(002415) 2021 restricted stock incentive plan, and shall not be used for any other purpose without the prior written permission of the exchange.
The exchange agrees to take this legal opinion as one of the necessary legal documents of Hangzhou Hikvision Digital Technology Co.Ltd(002415) this incentive plan, report or publicly disclose it together with other application materials, and bear corresponding legal liabilities for the legal opinion issued in accordance with the law.
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, our lawyers have verified and verified the relevant facts related to the granting of restricted shares to incentive objects in the Hangzhou Hikvision Digital Technology Co.Ltd(002415) 2021 restricted stock incentive plan, and issued this legal opinion.
(text)
1、 Approval and authorization of relevant matters of this incentive plan
1. On September 30, 2021, Hangzhou Hikvision Digital Technology Co.Ltd(002415) the fifth meeting of the Fifth Board of directors deliberated and approved the proposals related to this incentive plan, such as < and summary, < measures for the implementation and assessment of 2021 restricted stock plan, and the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to 2021 restricted stock plan. On the same day, Hangzhou Hikvision Digital Technology Co.Ltd(002415) independent directors expressed their independent opinions on matters related to the incentive plan.
2. On September 30, 2021, Hangzhou Hikvision Digital Technology Co.Ltd(002415) the fifth meeting of the Fifth Board of supervisors deliberated and approved the proposal related to the incentive plan, and held that the implementation of the restricted stock plan in 2021 by the company is legal and compliant, which is conducive to the sustainable development of the company and does not harm the interests of the company or shareholders.
3. On December 27, 2021, the state owned assets supervision and Administration Commission of the State Council issued the reply on Hangzhou Hikvision Digital Technology Co.Ltd(002415) implementing the fifth restricted stock incentive plan (Guo Zi kaofen [2021] No. 623), and agreed in principle to Hangzhou Hikvision Digital Technology Co.Ltd(002415) implementing the incentive plan.
4. On December 30, 2021, Hangzhou Hikvision Digital Technology Co.Ltd(002415) the 7th Meeting of the 5th board of directors deliberated and adopted proposals related to this incentive plan, such as the 2021 restricted stock plan (Revised Draft) and its summary, the measures for the implementation and assessment of the 2021 restricted stock plan, the proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to the 2021 restricted stock plan, etc.
On the same day, Hangzhou Hikvision Digital Technology Co.Ltd(002415) independent directors expressed their independent opinions on relevant matters after the revision of the incentive plan.
5. On December 30, 2021, Hangzhou Hikvision Digital Technology Co.Ltd(002415) the 7th Meeting of the 5th board of supervisors deliberated and adopted the 2021 restricted stock plan (Revised Draft) and its summary, the measures for the implementation and assessment of the 2021 restricted stock plan, and the list of incentive objects of the 2021 restricted stock plan.
6. On January 17, 2022, Hangzhou Hikvision Digital Technology Co.Ltd(002415) the first extraordinary general meeting of 2022 deliberated and approved the proposals related to this incentive plan, such as the 2021 restricted stock plan (Revised Draft) and its summary, the measures for the implementation and assessment of the 2021 restricted stock plan, the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to the 2021 restricted stock plan, etc.
7. On January 18, 2022, Hangzhou Hikvision Digital Technology Co.Ltd(002415) the 8th meeting of the 5th board of directors deliberated and approved the proposal on adjusting the incentive objects and grant quantity of the restricted stock plan in 2021, the proposal on granting restricted shares to the incentive objects of the restricted stock plan in 2021 and other proposals related to the grant of the incentive plan. On the same day, Hangzhou Hikvision Digital Technology Co.Ltd(002415) independent directors expressed their independent opinions on the incentive objects, the adjustment of the number of grants and the granting of restricted shares to the incentive objects in this incentive plan.
8. On January 18, 2022, Hangzhou Hikvision Digital Technology Co.Ltd(002415) the 8th meeting of the 5th board of supervisors deliberated and adopted the proposal on adjusting the incentive objects and grant quantity of the restricted stock plan in 2021 and the proposal on granting restricted shares to the incentive objects of the restricted stock plan in 2021.
After verification, our lawyers believe that Hangzhou Hikvision Digital Technology Co.Ltd(002415) the matters related to the granting of restricted shares to qualified incentive objects have obtained the necessary approval and authorization, and comply with the measures for the administration of equity incentive and other laws, administrative regulations Normative documents and the provisions of the Hangzhou Hikvision Digital Technology Co.Ltd(002415) 2021 restricted stock plan (Revised) (hereinafter referred to as the "2021 restricted stock plan").
2、 Grant date of restricted shares
According to Hangzhou Hikvision Digital Technology Co.Ltd(002415) the proposal on granting restricted shares to the incentive objects of the restricted stock plan in 2021 deliberated and adopted at the 8th meeting of the Fifth Board of directors, the grant date of the incentive plan is January 18, 2022.
According to the 2021 restricted stock plan deliberated and approved by the first extraordinary general meeting of shareholders in 2022, Hangzhou Hikvision Digital Technology Co.Ltd(002415) the board of directors shall be convened within 60 days from the date when the general meeting of shareholders deliberates and approves the 2021 restricted stock plan and the grant conditions specified in the 2021 restricted stock plan are realized to grant restricted shares to incentive objects, and complete the announcement and registration. The grant date must be a trading day, and shall not be within the following periods: (1) if the announcement date of the annual report or semi annual report is delayed due to special reasons within 30 days before the announcement of the company's periodic report, it shall be calculated from 30 days before the original scheduled announcement date to 1 day before the announcement; (2) Within 10 days before the announcement of the company's 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 2 trading days after disclosure according to law; (4) Other periods stipulated by CSRC and Shenzhen Stock Exchange.
After verification by the lawyers of the exchange, Hangzhou Hikvision Digital Technology Co.Ltd(002415) the grant date determined by the board of directors is the trading day and does not belong to the period specified in the 2021 restricted stock plan and shall not be used as the grant date.
In conclusion, after verification, our lawyers believe that the determination of the grant date of Hangzhou Hikvision Digital Technology Co.Ltd(002415) this incentive plan is in line with the provisions of the measures for the administration of equity incentive and other laws, administrative regulations, normative documents and the 2021 restricted stock plan.
3、 Restricted stock grant conditions
According to the 2021 restricted stock plan approved by the first extraordinary general meeting of shareholders in 2022, Hangzhou Hikvision Digital Technology Co.Ltd(002415) the conditions for granting restricted shares in this incentive plan are as follows:
(I) company level grant conditions
1. In the previous financial year, the company's performance meets the following conditions:
1) The return on net assets is not lower than the higher of the following three;
a）20%；
b) 50th percentile of benchmark companies in the same industry in the same period;
c) The 50th percentile of the average level of benchmark companies in the same industry in the first three years.
If the company refinances, the net assets are the net asset value after deducting the amount of refinancing in the year of refinancing, and the net profit is the net profit after excluding the influence of refinancing factors.
2) The growth rate of the company's operating revenue in the previous financial year compared with the previous year and the compound growth rate compared with three years ago shall meet the following standards:
a）10%；
b) Benchmark companies in the same industry are 50th of the compound growth rate in the first three years.
The board of directors of the company has the right to adjust and modify the above performance indicators, levels and benchmark companies in the same industry according to the company's strategy, market environment and other relevant factors. In the process of annual assessment, if there are major changes in the main business of the benchmarking enterprise sample or sample extreme values with excessive deviation, the board of directors of the company will eliminate or replace the sample during the year-end assessment.
2. The company does not have the following circumstances under which the implementation of this incentive plan should be terminated according to Article 42 of Chapter XI of the 2021 restricted stock plan:
(1) An audit report with a negative opinion or unable to express an opinion on the financial and accounting report of the latest fiscal year 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 in the last 36 months;
(4) Equity incentive is not allowed according to laws and regulations;
(5) Other circumstances recognized by the CSRC.
(II) incentive object level grant conditions
1. According to the performance appraisal measures, the individual performance appraisal results of the incentive object in the financial year before the grant of restricted shares are qualified or above;
2. The incentive object is not prohibited from participating in the plan according to Article 7 of Chapter III of the 2021 restricted stock plan:
(1) Independent directors, supervisors, shareholders or actual controllers who individually or jointly hold more than 5% of the shares of the listed company and their spouses, parents and children;
(2) External directors held by persons other than the holding company of the company;
(3) The person in charge or senior management of the listed controlling shareholder company;
(4) Being identified as an inappropriate candidate by the stock exchange within the last 12 months;
(5) Those who have been identified as inappropriate candidates by the CSRC and its dispatched offices within the last 12 months;
(6) Being administratively punished by the CSRC and its dispatched offices or taking market entry prohibition measures for major violations of laws and regulations within the last 12 months;
(7) Those who are not allowed to serve as directors or senior managers of the company as stipulated in the company law; (8) Those who are not allowed to participate in the equity incentive of listed companies according to laws and regulations;
(9) Other circumstances recognized by the CSRC that may not participate in the equity incentive of listed companies;
(10) Other serious violations of the relevant provisions of the company or serious damage to the interests of the company as determined by the board of directors of the company.
According to Hangzhou Hikvision Digital Technology Co.Ltd(002415)
