Xingrui Technology (002937): Beijing Zhonglun Law Firm’s Legal Opinion on the 2024 Employee Stock Ownership Plan of Ningbo Xingrui Electronic Technology Co., Ltd. – CFi.CN China Finance Network

Original title: Xingrui Technology: Beijing Zhonglun Law Firm’s Legal Opinion on the 2024 Employee Stock Ownership Plan of Ningbo Xingrui Electronic Technology Co., Ltd.

Beijing Zhonglun Law Firm
About Ningbo Xingrui Electronic Technology Co., Ltd.
2024 Employee Stock Ownership Plan
legal opinion

April 2024

22-31/F, South Tower of CP Center, 20 Jin He East Avenue, Chaoyang District, Beijing l00020, PR Chin a
Tel: +86 10 5957 2288 Fax: +86 10 6568 1022/1838 www.zhonglun.com

Beijing Zhonglun Law Firm
About Ningbo Xingrui Electronic Technology Co., Ltd.
2024 Employee Stock Ownership Plan
legal opinion
To: Ningbo Xingrui Electronic Technology Co., Ltd.
Beijing Zhonglun Law Firm (hereinafter referred to as the “firm”) was entrusted by Ningbo Xingrui Electronic Technology Co., Ltd. (hereinafter referred to as “Xingrui Technology” or the “Company”) to serve as the company’s 2024 employee stock ownership plan (hereinafter referred to as “This Employee Stock Ownership Plan”) is a special legal advisor on related matters and issued this legal opinion.

In order to issue this legal opinion, our lawyers reviewed the “2024 Employee Stock Ownership Plan (Draft) of Ningbo Xingrui Electronic Technology Co., Ltd.” (hereinafter referred to as the “Employee Stock Ownership Plan (Draft)”), “Ningbo Xingrui Electronic Technology Co., Ltd. Rui Electronic Technology Co., Ltd. 2024 Employee Stock Ownership Plan Management Measures” (hereinafter referred to as the “Management Measures”), the company’s relevant board of directors meeting documents, board of supervisors meeting documents and other documents that our lawyers believe need to be reviewed, and by inquiring the government The relevant facts and information have been verified and verified by the department’s public information.

In order to issue this legal opinion, our lawyers have reviewed the documents and facts related to this employee stock ownership plan in accordance with the provisions of relevant laws, regulations, normative documents and the requirements of our business rules, and based on the principles of prudence and importance. Verified and verified.

Regarding this legal opinion, our lawyers make the following statement:
1. During the course of work, our lawyers have received assurance from Xingrui Technology that the company has
The lawyer provided the original written materials, copies of materials and oral testimony that the lawyers of our firm considered necessary to prepare the legal opinion. The documents and materials provided were true, accurate and complete, and there were no concealments, falsehoods or major omissions.

2. Our lawyers rely on the facts that have occurred or existed before the date of issuance of this legal opinion and 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”) and other current national laws, regulations, normative documents and relevant provisions of the China Securities Regulatory Commission (hereinafter referred to as the “China Securities Regulatory Commission”) issue legal opinions.

3. For the facts that are crucial to this legal opinion and cannot be supported by independent evidence, our lawyers rely on supporting documents issued by relevant government departments, Xingrui Technology or other relevant units and publicly available information from the competent authorities. The basis for this legal opinion.

4. The firm and its handling lawyers have conducted legal proceedings in accordance with the provisions of the Securities Law, the Administrative Measures for Law Firms Engaging in Securities Legal Business and the Rules for the Practice of Securities Legal Business of Law Firms (Trial) and before the date of issuance of this legal opinion. Regarding the facts that occurred or existed, we have strictly performed our statutory duties, followed the principles of diligence and good faith, and conducted sufficient verification and verification to ensure that the facts identified in this legal opinion are true, accurate, and complete, and the concluding opinions expressed are legal. , accurate, without false records, misleading statements or major omissions, and shall bear corresponding legal liability.

5. This legal opinion only expresses legal opinions on legal issues in China related to this employee stock ownership plan. Our firm and the handling lawyers do not have the appropriate qualifications to express professional opinions on relevant accounting, auditing and other professional matters. When this legal opinion involves accounting, auditing matters, etc., it is quoted strictly in accordance with the professional documents issued by the relevant intermediaries and the instructions of Xingrui Technology.

6. Our lawyers agree to regard this legal opinion as a necessary legal document for Xingrui Technology’s employee stock ownership plan.

7. This legal opinion is only for the purpose of Xingrui Technology’s employee stock ownership plan and shall not be used for any other purpose.

According to the “Company Law”, “Securities Law” and “Guiding Opinions on the Pilot Implementation of Employee Stock Ownership Plans by Listed Companies”

After verification, our lawyers believe that Xingrui Technology is a joint-stock company established in accordance with the law and exists legally. There is no situation that requires dissolution, suspension of listing, or termination of listing in accordance with the current applicable laws and the Articles of Association. Xingrui Technology has the ability to implement The subject qualification of this employee stock ownership plan.

2. Legality and compliance of this employee stock ownership plan
On April 22, 2024, Xingrui Technology held the 19th meeting of the fourth board of directors, and reviewed and approved the “Proposal on the Company’s 2024 Employee Stock Ownership Plan (Draft)” and its Summary, and the “Proposal on the Company’s 2024 Employee Stock Ownership Plan (Draft)” and its Summary Proposal on Measures for the Administration of Employee Stock Ownership Plans” and other proposals. According to the “Employee Stock Ownership Plan (Draft)”, its content consists of twelve chapters, which conforms to the relevant provisions of the “Guiding Opinions” and “Self-Regulation Guidelines No. 1”, as follows:
1. According to the confirmation of Xingrui Technology and the announcement documents to be disclosed by our lawyers, as of the date of issuance of this legal opinion, Xingrui Technology has strictly followed the laws and administrative regulations when implementing this employee stock ownership plan. The stipulated performance procedures have been disclosed in a true, accurate, complete and timely manner. There is no securities fraud such as using this employee stock ownership plan to engage in insider trading or manipulating the securities market, which is in compliance with paragraph (1) of Part 1 of the “Guiding Opinions” and the requirements of Article 6.6.2 of the “Self-Regulation Guidelines No. 1” regarding the principle of legal compliance.
2. According to the “Employee Stock Ownership Plan (Draft)” and verified by our lawyers, this employee stock ownership plan follows the company’s independent decision and the principle of voluntary participation by employees. There is no method of apportionment, forced distribution, etc. to force employees to participate in employee stock ownership. The situation of the stock plan complies with the requirements of paragraph (2) of Part 1 of the “Guidance Opinions” and Article 6.6.2 of the “Self-Regulation Guidelines No. 1” on the principle of voluntary participation.

3. According to the “Employee Stock Ownership Plan (Draft)”, holders of this employee stock ownership plan are responsible for their own profits and losses, bear their own risks, and have equal rights and interests with other investors, in line with paragraph (3) of Part 1 of the “Guidance Opinions” and ” Article 6.6.2 of the Self-Regulatory Guidelines No. 1 concerning the principle of self-taken risks.

4. According to the “Employee Stock Ownership Plan (Draft)”, no more than 176 people will participate in this employee stock ownership plan, all of whom are the company’s directors, supervisors, senior managers and core employees of the company (including subsidiaries). The above situation complies with the provisions of paragraph (4) of Part 2 of the “Guiding Opinions”.

5. According to the “Employee Stock Ownership Plan (Draft)”, the funds for this employee stock ownership plan come from employees’ legal salary, self-raised funds and other methods permitted by laws and regulations, in compliance with Part 2 (5) of the “Guidance Opinions” Item 1 of this paragraph contains provisions on the sources of funds for employee stock ownership plans.

6. According to the “Employee Stock Ownership Plan (Draft)”, the sources of stocks for this employee stock ownership plan are the company’s repurchase of shares, which is in line with the second paragraph (5) of Part 2 of the “Guiding Opinions” regarding the employee stock ownership plan. Provisions on the source of stock.

7. According to the “Employee Stock Ownership Plan (Draft)”, the duration of this employee stock ownership plan is 48 months. The Xingrui Technology shares obtained from this employee stock ownership plan will be transferred to the name of this employee stock ownership plan. Twelve months from the date of the announcement, subject to meeting the relevant assessment conditions, it will be unlocked in installments according to relevant arrangements, in line with the provisions of Item 1 of Part 2, Paragraph (6) of the “Guiding Opinions” regarding the period of the employee stock ownership plan.

8. According to the “Employee Stock Ownership Plan (Draft)” and verified by our lawyers, the total number of shares held by all valid employee stock ownership plans of the company does not exceed 10% of the company’s total share capital. Employees held by a single holder The number of company shares corresponding to the shares of the stock ownership plan does not exceed 1% of the company’s total share capital, which is in compliance with the provisions of Item 2 of Part 2, Paragraph (6) of the “Guiding Opinions” on the scale of the employee stock ownership plan.

9. After being approved by the shareholders’ meeting, the employee stock ownership plan will be managed by the company itself. The shareholders’ meeting will set up a management committee and authorize the management committee to be responsible for the specific management of the employee stock ownership plan, in compliance with Part 2 of the Guidance Opinions. (7) Item 2 of paragraph 2.

10. According to the “Employee Stock Ownership Plan (Draft)”, this employee stock ownership plan has clarified the following matters:
The precise provisions are in line with paragraph (9) of Part 3 of the “Guidance Opinions” and Article 6.6.7 of “Self-Regulation Guidelines No. 1”:
(1) Participants and determination criteria of the employee stock ownership plan;
(2) Funding sources, stock sources and scale of the employee stock ownership plan;
(3) The duration, lock-in period and performance assessment of the employee stock ownership plan;
(4) How to participate in the employee stock ownership plan when the company is financing;
(5) Disposal of shares held by employees after the expiration of the employee stock ownership plan;
(6) Changes, terminations and disposal of holders’ rights and interests of this employee stock ownership plan;
(7) Management model of employee stock ownership plan;
(8) Procedures for implementing employee stock ownership plans;
(9) Accounting treatment of employee stock ownership plans;
(10) Other matters.

In summary, our lawyers believe that this employee stock ownership plan complies with the relevant provisions of the “Guiding Opinions” and “Self-Regulation Guidelines No. 1”.

3. Legal procedures for this employee stock ownership plan
1. The legal procedures that have been fulfilled for this employee stock ownership plan
According to the meeting documents provided by Xingrui Technology, as of the date of issuance of this legal opinion, Xingrui Technology has performed the following procedures for the implementation of this employee stock ownership plan:
(1) Before the implementation of this employee stock ownership plan, the company has convened an employee representative meeting to fully solicit the opinions of employees on the implementation of this employee stock ownership plan, which is in compliance with the provisions of paragraph (8) of Part 3 of the “Guidance Opinions”.

(2) On April 22, 2024, the company held the 19th meeting of the fourth board of directors, which was reviewed and approved
The “Proposal on the Company’s 2024 Employee Stock Ownership Plan (Draft)” and its Summary, the “Proposal on the Company’s 2024 Employee Stock Ownership Plan Management Measures” and other proposals, related directors abstained from voting, in line with the “Guiding Opinions” Paragraph (9) of Part 3 and Article 6.6.6 of “Self-Regulation Guidelines No. 1”.

(3) On April 22, 2024, the company held the 16th meeting of the fourth session of the Board of Supervisors, and reviewed and approved the “Proposal on the Company’s 2024 Employee Stock Ownership Plan (Draft)” and its Summary, and the “Proposal on the Company’s 2024 Employee Stock Ownership Plan (Draft)” and its Summary Related supervisors abstained from voting on proposals such as the Measures for the Administration of Employee Stock Ownership Plans in 2018. The Board of Supervisors believes that the content of the company’s employee stock ownership plan complies with the provisions of the Company Law, the Securities Law, the Guiding Opinions and other relevant laws, regulations and normative documents, and that the procedures and decisions for reviewing the proposals related to the employee stock ownership plan are legal and Effective, there is no situation that damages the interests of the company and all shareholders, and there is no situation that forces employees to participate in this employee stock ownership plan through apportionment, forced distribution, etc., which is in line with Part 1, Paragraph 2 and Part 3 of the “Guidance Opinions” the provisions of paragraph (10).

(4) The company has hired this firm to issue a legal opinion on this employee stock ownership plan, which complies with the provisions of paragraph (11) of Part 3 of the “Guiding Opinions”.

In summary, our lawyers believe that as of the date of issuance of this legal opinion, Xingrui Technology has fulfilled the necessary legal procedures required to date for the implementation of this employee stock ownership plan.

2. Legal procedures that still need to be fulfilled for this employee stock ownership plan
Xingrui Technology should convene a shareholders’ meeting to review the employee stock ownership plan and announce this legal opinion before the shareholders’ meeting.

4. Information disclosure of this employee stock ownership plan
According to the provisions of the “Guiding Opinions” and “Self-Regulatory Supervision Guidelines No. 1”, the company should disclose the board resolutions, the “Employee Stock Ownership Plan (Draft)” and its summary, the opinions of the supervisory board, and this law in the information disclosure media specified in the “Articles of Association” Opinion letters and other related documents, with the advancement of this employee stock ownership plan, the company still needs to continue to fulfill its information disclosure obligations in accordance with the corresponding provisions of relevant laws, regulations and normative documents.

In summary, our lawyers believe that companies should follow the “Guiding Opinions” and “Self-Regulation Guidelines No. 1”
It stipulates the performance of information disclosure obligations regarding this employee stock ownership plan.

5. Concluding comments
In summary, our lawyers believe that as of the date of issuance of this legal opinion, the company has the qualifications to implement this employee stock ownership plan; the “Employee Stock Ownership Plan (Draft)” complies with the “Guiding Opinions” and “Self-Regulatory Supervision Guidelines” No. 1″; Xingrui Technology has fulfilled the necessary legal procedures so far for the implementation of this employee stock ownership plan. This employee stock ownership plan must be reviewed and approved by the shareholders’ meeting before it can be implemented; the company shall comply with According to the provisions of the “Guiding Opinions” and “Self-Regulatory Supervision Guidelines No. 1”, the Company shall fulfill its information disclosure obligations regarding this employee stock ownership plan.

This legal opinion is made in triplicate originals and will take effect after being signed by our lawyers and stamped with the official seal.

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(This page has no text, but is the signature page of “Legal Opinion of Beijing Zhonglun Law Firm on the 2024 Employee Stock Ownership Plan of Ningbo Xingrui Electronic Technology Co., Ltd.”)

Beijing Zhonglun Law Firm (stamped)

Person in charge: Attorney: Zhang Xuebing Yangjing

Handling lawyer:
Wang Jianqun

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