Guohao law firm (Hangzhou)
About
Hangzhou Chang Chuan Technology Co.Ltd(300604)
2022 restricted stock incentive plan (Draft)
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: (+ 86) (571) 8577 5643
Email / M ail: [email protected].
Website: http://www.grandall.com.cn.
January 2002
Guohao law firm (Hangzhou)
About Hangzhou Chang Chuan Technology Co.Ltd(300604)
2022 restricted stock incentive plan (Draft)
Legal opinion
To: Hangzhou Chang Chuan Technology Co.Ltd(300604)
Guohao law firm (Hangzhou) (hereinafter referred to as “the firm”) accepts the entrustment of Hangzhou Chang Chuan Technology Co.Ltd(300604) (hereinafter referred to as ” Hangzhou Chang Chuan Technology Co.Ltd(300604) ” or “the company”) and, in the capacity of special legal adviser, 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 measures for the administration of equity incentive of listed companies (hereinafter referred to as the measures) and other relevant laws, administrative regulations and normative documents, as well as the provisions of the articles of association of Hangzhou Chang Chuan Technology Co.Ltd(300604) (hereinafter referred to as the articles of association), issue this legal opinion on matters related to the Hangzhou Chang Chuan Technology Co.Ltd(300604) 2022 restricted stock incentive plan (hereinafter referred to as the “incentive plan”).
Part I Introduction
This legal opinion is based on the facts that have occurred or existed before the date of issuance of this legal opinion and the current effective laws, administrative regulations and normative documents of China, and does not provide opinions on non legal matters. Before issuing this legal opinion, Hangzhou Chang Chuan Technology Co.Ltd(300604) has promised our lawyers that the information provided to our lawyers is true, accurate, complete and effective, and all facts and documents sufficient to affect this legal opinion have been disclosed to us without any concealment, falsehood and misleading.
There are no false, seriously misleading statements and major omissions in this legal opinion, otherwise, the exchange is willing to bear corresponding legal liabilities according to law.
This legal opinion only expresses opinions on the legality and compliance of Hangzhou Chang Chuan Technology Co.Ltd(300604) this incentive plan and relevant legal matters, and does not express opinions on the value of the underlying shares involved in Hangzhou Chang Chuan Technology Co.Ltd(300604) this incentive plan.
This legal opinion can only be used for Hangzhou Chang Chuan Technology Co.Ltd(300604) the purpose of this incentive plan, and can 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 for matters related to Hangzhou Chang Chuan Technology Co.Ltd(300604) this incentive plan, report and publicly disclose it together with other application materials, and bear the responsibility for the legal opinion issued in accordance with the law.
The lawyers of the firm have conducted reasonable, necessary and possible verification, verification and Discussion on the information, documents and relevant facts provided or disclosed by Hangzhou Chang Chuan Technology Co.Ltd(300604) and the legal issues involved in accordance with the recognized business standards, ethics and the spirit of diligence in the lawyer industry, and have issued this legal opinion.
The second part is the main body
1、 Hangzhou Chang Chuan Technology Co.Ltd(300604) subject qualification for implementing this incentive plan
(I) after verification by our lawyers, as of the issuance date of this legal opinion, Hangzhou Chang Chuan Technology Co.Ltd(300604) holds the business license with the unified social credit code of 91330100673958539h issued by Zhejiang market supervision and administration on September 27, 2020, with a registered capital of RMB 313790502 and a legal representative of Zhao Yi, The company is a joint stock limited company (listed), with its domicile at No. 410 Jucai Road, Binjiang District, Hangzhou City, Zhejiang Province, and its business term is from April 10, 2008 to long-term, The business scope is “production: semiconductor equipment (testing machine, sorting machine). Services: semiconductor equipment, optical electromechanical integration technology, technical development, technical services and achievement transfer of computer software; wholesale and retail: semiconductor equipment, optical electromechanical integration products, import and export business, equipment leasing and self owned house leasing. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments) “.
(II) after verification by our lawyers, with the approval of China Securities Regulatory Commission (hereinafter referred to as “CSRC”) zjxk [2017] No. 405 document and the consent of Shenzhen Stock Exchange SZS [2017] No. 230 document, 19.05 million shares of Hangzhou Chang Chuan Technology Co.Ltd(300604) initial public offering were listed and traded on April 17, 2017, with the stock code of 300604.
(III) after verification by the lawyers of the firm, Hangzhou Chang Chuan Technology Co.Ltd(300604) there are no following circumstances that prohibit the implementation of equity incentive plan as stipulated in Article 7 of the management measures:
1. The financial 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, articles of association and public commitments in the last 36 months after listing;
4. Equity incentive is prohibited by laws and regulations;
5. Other circumstances recognized by the CSRC.
In conclusion, our lawyers believe that Hangzhou Chang Chuan Technology Co.Ltd(300604) is a joint stock limited company established and validly existing according to law; As of the date of issuance of this legal opinion, Hangzhou Chang Chuan Technology Co.Ltd(300604) has not been terminated in accordance with laws, administrative regulations and the articles of association, nor has it been prohibited from implementing the equity incentive plan as stipulated in Article 7 of the management measures, and it has the subject qualification to implement the incentive plan.
2、 Main contents of this incentive plan
After verification by our lawyers, on January 21, 2022, the fourth meeting of the third board of directors of Hangzhou Chang Chuan Technology Co.Ltd(300604) deliberated and adopted the proposal on the company’s restricted stock incentive plan in 2022 (Draft) > and its summary. According to the Hangzhou Chang Chuan Technology Co.Ltd(300604) 2022 restricted stock incentive plan (Draft) (hereinafter referred to as the incentive plan (Draft)), Hangzhou Chang Chuan Technology Co.Ltd(300604) the main contents of this incentive plan are as follows:
(I) purpose of this incentive plan
The purpose of this incentive plan is to further improve the company’s long-term incentive mechanism, attract and retain talents, fully mobilize the enthusiasm of the company’s core team, effectively combine the interests of shareholders, the company and the core team, and make all parties pay common attention to the long-term development of the company.
After verification, our lawyers believe that the incentive plan (Draft) stipulates the purpose of the incentive plan, which is in line with the provisions of item (I) of Article 9 of the administrative measures.
(II) determination basis and scope of incentive objects
The incentive objects of this incentive plan are determined in accordance with the company law, securities law, administrative measures, Shenzhen Stock Exchange GEM Listing Rules, Shenzhen Stock Exchange GEM listed companies self regulatory guide No. 1 – business handling and other relevant laws, regulations, normative documents and the articles of association, in combination with the actual situation of the company, The incentive objects are middle-level cadres and core personnel of the company (including holding subsidiaries and branches, the same below) (excluding independent directors, supervisors, foreigners, shareholders or actual controllers who individually or jointly hold more than 5% of the company’s shares and their spouses, parents and children). For those who meet the scope of incentive objects of this incentive plan, The remuneration and assessment committee of the board of directors of the company shall draw up the list, which shall be verified and determined by the board of supervisors of the company. All incentive objects must have employment or labor relations with the company or its branches and holding subsidiaries within the validity of this incentive plan.
After verification, our lawyers believe that the incentive plan (Draft) stipulates the basis and scope for determining the incentive objects of the incentive plan, which is in line with the provisions of Article 8 and item (II) of Article 9 of the administrative measures.
(III) incentive source, quantity and distribution of restricted shares
1. Stock source of this incentive plan
The incentive tool used in this incentive plan is the second type of restricted stock, and the source of the underlying stock involved is the company’s A-share common stock issued by the company to the incentive object.
2. Number of restricted shares granted
The total amount of restricted shares to be granted to incentive objects in the incentive plan is 5.2 million shares, accounting for 0.86% of the total share capital of the company at the time of announcement of the draft incentive plan. Among them, 4.2 million restricted shares were granted for the first time, accounting for 0.69% of the company’s total share capital of 604328700 shares at the time of announcement of the draft incentive plan, and the part granted for the first time accounted for 80.77% of the total equity granted this time; 1 million shares are reserved, accounting for 0.17% of the total share capital of 604328700 shares at the time of announcement of the draft incentive plan, and the reserved part accounts for 19.23% of the total equity granted this time.
3. The distribution of restricted shares granted by the incentive plan among incentive objects is shown in the table below:
The proportion of restricted shares granted to the incentive object category in the proportion of restricted shares granted to the current share capital
Number of votes (10000 shares) proportion of total votes
Middle level cadres and core personnel (156 persons) 420 80.77% 0.69%
Reserved part 100 19.23% 0.17%
Total 520 100.00% 0.86%
Note: 1 The shares of the company granted to any of the above incentive objects through all the equity incentive plans within the validity period shall not exceed 1% of the total share capital of the company. The total number of underlying shares involved in the incentive plan within the whole validity period of the company shall not exceed 20% of the total share capital of the company when the equity incentive plan is submitted to the general meeting of shareholders for deliberation. 2. If the total number in the above table is inconsistent with the mantissa of the sum of the sub item values, it is caused by rounding.
After verification, our lawyers believe that Hangzhou Chang Chuan Technology Co.Ltd(300604) this incentive plan defines the source, type, quantity and distribution of incentive shares, which is in line with the provisions of Article 9 (III) (IV), Article 12, Article 14 and Article 15 of the administrative measures.
(IV) validity period, grant date, ownership arrangement and lock up period of this incentive plan
1. Validity period of this incentive plan
The validity period of this incentive plan shall be no more than 60 months from the date of the first grant of restricted shares to the date when all the restricted shares granted to the incentive object are vested or invalid.
2. Grant date of this incentive plan
The grant 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 grant date must be the trading day. The company shall convene the board of directors to grant restricted shares to incentive objects and complete the announcement in accordance with relevant regulations 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, it shall timely disclose the reasons for the failure, announce the termination of the implementation of the incentive plan, and the uncompleted restricted shares shall become invalid. The reserved part shall be granted within 12 months after the incentive plan is reviewed and approved by the general meeting of shareholders of the company.
3. Ownership arrangement of this incentive plan
The restricted shares granted by this incentive plan will be vested in several times according to the agreed proportion after the incentive object meets the corresponding vesting conditions. The vesting date must be the trading day. The restricted shares obtained by directors and senior managers shall not be vested in the following periods:
(1) Within 30 days before the announcement of the company’s annual report and semi annual report, if the announcement date of the periodic report is delayed due to special reasons, it shall be calculated from 30 days before the original scheduled announcement date to 1 day before the announcement;
(2) 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 securities and their derivatives or in the decision-making process to the date of disclosure according to law;
(4) Other periods stipulated by the CSRC and Shenzhen Stock Exchange.
The ownership proportion of each batch of restricted shares granted for the first time in this incentive plan is as follows:
Ownership arrangement ownership time ownership proportion
The restrictive nature of the first grant is from the first trading day after 12 months from the date of the first grant to 30% of the first grant
The last trading day within 24 months from the date of the first vesting period
The restrictive nature of the first grant is from the first trading day after 24 months from the date of the first grant to 30% of the first grant
The last trading day within 36 months from the date of the second vesting period
The restrictive nature of the first grant is from the first trading day after 36 months from the date of the first grant to 40% of the first grant
The last trading day within 48 months from the date of the third vesting period
