Navitas Technology (688690): Beijing Zhonglun (Shanghai) Law Firm’s legal opinion on the invalidation of some of the restricted stocks that have been granted but have not yet vested in the 2022 restricted stock incentive plan of Suzhou Navitas Technology Co., Ltd. – CFi .CN China Finance Network

Original title: Navitas Technology: Beijing Zhonglun (Shanghai) Law Firm’s legal opinion on the invalidation of some of the restricted stocks that have been granted but have not yet vested in the 2022 Restricted Stock Incentive Plan of Suzhou Navitas Technology Co., Ltd.

Beijing Zhonglun (Shanghai) Law Firm
About Suzhou Navigation Technology Co., Ltd.
2022 Restricted Stock Incentive Plan
Part of the restricted stock that has been granted but has not yet vested has been invalidated
legal opinion

April 2024
Beijing Zhonglun (Shanghai) Law Firm
About Suzhou Navigation Technology Co., Ltd.
2022 Restricted Stock Incentive Plan
Part of the restricted stock that has been granted but has not yet vested has been invalidated
legal opinion
To Suzhou Nanovi Technology Co., Ltd.:
Beijing Zhonglun (Shanghai) Law Firm (hereinafter referred to as the “firm”) accepted the entrustment of Suzhou Navitas Technology Co., Ltd. (hereinafter referred to as “Navitas Technology” or the “Company”) to advise on the company’s 2022 restricted stock incentives Serve as legal counsel on matters related to the plan (hereinafter referred to as the “Incentive Plan” or “This Incentive Plan”), and issue this document regarding the invalidation of some of the restricted stocks that have been granted but not yet vested in this incentive plan (hereinafter referred to as “this invalidation”) Legal Opinion.

In order to issue this legal opinion, our lawyers reviewed the “Suzhou Navigation Technology Co., Ltd. 2022 Restricted Stock Incentive Plan (Draft)” (hereinafter referred to as the “Incentive Plan”), the company’s relevant meeting documents, and the company’s written explanation and other documents deemed necessary by our attorneys to review.

In order to issue this legal opinion, our lawyers conducted a review of the documents and facts related to this incentive plan in accordance with the provisions of relevant laws, administrative regulations, normative documents and the requirements of our business rules, and based on the principles of prudence and importance. In order to verify and verify this legal opinion, our lawyers make the following statement:
1. During the course of work, our lawyers have received the following guarantee from Navitas Technology, that is, the documents and information provided by the company and the statements and explanations made by the company are complete, true and valid, and all are sufficient to affect this law. The facts and documents in the opinion letter have been disclosed to the Exchange without any concealment or major omissions; all signatures and seals in the documents provided by the company are authentic, and the copies, photocopies or faxes of the documents are consistent with the originals.

2. The firm and its handling lawyers comply with the provisions of the “Securities Law of the People’s Republic of China”, “Measures for the Administration of Law Firms Engaging in Securities Legal Business” and “Law Firms’ Securities Legal Practice Practice Rules (Trial)” and the date of issuance of this legal opinion. Facts that have occurred or existed in the past have been strictly performed, legal duties have been strictly performed, the principles of diligence and good faith have been followed, and sufficient verification has been carried out to ensure that the facts identified in this legal opinion are true, accurate and complete, and the conclusions expressed are conclusive The opinions are legal and accurate, and there are no false records, misleading statements or major omissions, and corresponding legal responsibilities shall be borne.

3. This legal opinion only expresses legal opinions on legal issues in China related to this incentive plan. Our firm and the handling lawyers do not have the appropriate qualifications to express professional opinions on professional matters such as accounting and auditing and overseas legal matters. When this legal opinion involves accounting and auditing matters, it is quoted strictly in accordance with the professional documents issued by the relevant intermediary agencies and the instructions of Navitas Technology.

4. The firm agrees that the company will use this legal opinion as a necessary document for this incentive plan, and it will be publicly disclosed together with other documents and materials.

5. This legal opinion is only used for the legality of matters related to the company’s incentive plan and may not be used for any other purpose.

According to 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, and the “Measures for the Administration of Equity Incentives of Listed Companies” issued by the China Securities Regulatory Commission (hereinafter referred to as the “China Securities Regulatory Commission”) 》 (hereinafter referred to as the “Administrative Measures”), the “Shanghai Stock Exchange Science and Technology Innovation Board Stock Listing Rules” (hereinafter referred to as the “Listing Rules”), and the “Self-discipline Supervision Guidelines for Companies Listed on the Science and Technology Innovation Board” issued by the Shanghai Stock Exchange No. 4 – Equity Incentive Information Disclosure” and other relevant regulations, and in accordance with the recognized business standards, ethics and diligence of the lawyer industry, our lawyers have verified and verified the relevant documents and related matters provided by the company. The following legal opinions are issued:

1. Approval and authorization of this invalidation matter
After verification by our lawyers, as of the date of issuance of this legal opinion, the company has performed the following procedures regarding this invalidation matter:
(1) On January 28, 2022, the sixth meeting of the company’s second board of directors reviewed and approved the “Proposal on the Company’s 2022 Restricted Stock Incentive Plan (Draft)” and its Summary, and the “Proposal on the Company’s 2022 Restrictions” Proposal on Implementation Assessment and Management Measures for Sexual Stock Incentive Plans” and “Proposal on Proposing to the General Meeting of Shareholders to Authorize the Board of Directors to Handle Matters Related to Equity Incentives” and other related proposals. The company’s independent directors expressed their independent opinions in agreement.

On the same day, the fifth meeting of the company’s second board of supervisors reviewed and approved the “Proposal on the Company’s 2022 Restricted Stock Incentive Plan (Draft)” and its Summary, and the Measures for the Implementation Assessment and Management of the Company’s 2022 Restricted Stock Incentive Plan >Proposal” and “Proposal on Verifying the “.

(2) On January 29, 2022, the company disclosed the “Announcement of Suzhou Navigation Technology Co., Ltd. on the Public Solicitation of Proxy Voting Rights for Independent Directors” on the Shanghai Stock Exchange website (www.sse.com.cn). The company is independent Director Mr. Lin Dongqiang serves as the collector to collect voting rights from all shareholders of the company on the resolutions related to the equity incentive plan to be considered at the company’s first extraordinary general meeting of shareholders in 2022.

(3) The company publicized the names and positions of the intended incentive targets within the company from January 29, 2022 to February 7, 2022, and the company’s board of supervisors received no objections. On February 16, 2022, the company disclosed on the Shanghai Stock Exchange website (www.sse.com.cn) the “Recommendations of the Supervisory Board of Suzhou Navigation Technology Co., Ltd. on the first list of incentive targets granted by the company’s 2022 restricted stock incentive plan” Disclosure Statement and Verification Opinions”.

(4) On February 18, 2022, the company’s first extraordinary shareholders’ meeting in 2022 reviewed and approved the “Proposal on the Company’s 2022 Restricted Stock Incentive Plan (Draft)” and its Summary, and the “Proposal on the Company’s 2022 Restrictions” “Proposal on Implementing Assessment and Management Measures for Sexual Stock Incentive Plans” and “Proposal on Authorizing the Board of Directors to Handle Matters Related to Equity Incentives.”

(5) On April 8, 2022, the eighth meeting of the company’s second board of directors reviewed and approved the “Proposal on the First Grant of Restricted Stocks to Incentive Objects”. The company’s independent directors issued unanimous independent opinions on the first grant of restricted stocks.

On the same day, the seventh meeting of the company’s second board of supervisors reviewed and approved the “Proposal on the First Grant of Restricted Stocks to Incentive Objects.” The Board of Supervisors verified the qualifications of the incentive objects subject to the first grant of restricted stocks and expressed its approval.

(6) On December 2, 2022, the 18th meeting of the company’s second board of directors reviewed and approved the “Proposal on Adjusting the Grant Price of the 2022 Restricted Stock Incentive Plan” and the “Proposal on Granting Reserved Restricted Stocks to Incentive Objects” motion”. The company’s independent directors issued unanimous independent opinions on the grant price adjustment and the grant of reserved restricted stocks.

On the same day, the 17th meeting of the company’s second board of supervisors reviewed and approved the “Proposal on Adjusting the Grant Price of the 2022 Restricted Stock Incentive Plan” and the “Proposal on Granting Reserved Restricted Stocks to Incentive Objects.” The Board of Supervisors verified the qualifications of the incentive objects for granting reserved restricted stocks and expressed its approval.

(7) On April 24, 2023, the 22nd meeting of the company’s second board of directors reviewed and approved the “Proposal on the First Grant Part of the Company’s 2022 Restricted Stock Incentive Plan that Meets the Vesting Conditions in the First Vesting Period” and the “ Proposal on the Abolition of Certain Restricted Stocks of the 2022 Restricted Stock Incentive Plan. The company’s independent directors expressed their independent opinions on the achievement of vesting conditions for part of the first vesting period of the initial grant and the invalidation of some restricted stocks.

On the same day, the 19th meeting of the company’s second board of supervisors reviewed and approved the “Proposal on the First Grant Part of the Company’s 2022 Restricted Stock Incentive Plan that Meets the Vesting Conditions in the First Vesting Period” and “On the Voiding of the 2022 Restricted Stock Incentive Plan” Proposal to Plan Partially Restricted Stocks. The Board of Supervisors agrees to handle vesting-related matters for incentive objects that meet the vesting conditions in accordance with the relevant provisions of this incentive plan.

(8) On December 28, 2023, the 29th meeting of the company’s second board of directors reviewed and approved the “Proposal on Adjusting the Grant Price of the 2022 Restricted Stock Incentive Plan” and “On the Abolition of the 2022 Restricted Stock Incentive Plan” Proposal on Partial Restricted Stocks” and “About the Company’s 2022 Restricted Stocks”
The first vesting period of the reserved grant portion of the ticket incentive plan meets the vesting conditions. The company’s independent directors expressed their independent opinions on the adjustment of the grant price, the achievement of vesting conditions for the first vesting period of the reserved grant portion and the invalidation of some restricted stocks.

On the same day, the 24th meeting of the company’s second board of supervisors reviewed and approved the “Proposal on Adjusting the Grant Price of the 2022 Restricted Stock Incentive Plan”, the “Proposal on the Abolition of Part of the Restricted Stocks in the 2022 Restricted Stock Incentive Plan” and “Proposal regarding the first vesting period of the reserved grant portion of the company’s 2022 restricted stock incentive plan that meets the vesting conditions.” The Board of Supervisors agreed to adjust the award price of this incentive plan and handle vesting-related matters for incentive objects that meet the vesting conditions in accordance with the relevant provisions of this incentive plan.

(9) On April 23, 2024, the 33rd meeting of the company’s second board of directors reviewed and approved the “Proposal on Cancellation of Part of the Restricted Stocks Granted and Unvested in the 2022 Restricted Stock Incentive Plan”.

On the same day, the 28th meeting of the company’s second board of supervisors reviewed and approved the “Proposal on Cancellation of Part of the Restricted Stocks Granted in the 2022 Restricted Stock Incentive Plan that has not yet vested.” The Board of Supervisors agreed to the cancellation.

In summary, our lawyers believe that as of the date of issuance of this legal opinion, the company’s restricted stock matters that have been granted but have not yet vested in the invalidated portion of this incentive plan have obtained the necessary approvals and authorizations at this stage, and are in compliance with the “Administrative Measures” and ” Listing Rules and the relevant provisions of the Incentive Plan.

2. Specific circumstances of this cancellation
According to relevant regulations such as the “Incentive Plan” and the “Suzhou Navigation Technology Co., Ltd. 2022 Restricted Stock Incentive Plan Implementation Assessment Management Measures” and the authorization of the company’s first extraordinary general meeting of shareholders in 2022, the invalidated part has been granted but has not yet been The details of vested restricted stocks are as follows:
(1) Since four incentive targets in the company’s incentive plan have resigned and are no longer qualified as incentive targets, a total of 70,420 restricted stocks that have been granted but have not yet vested will be invalidated;
(2) According to the “2022 Audit Report of Suzhou Navigation Technology Co., Ltd.” issued by Rongcheng Accounting Firm (Special General Partnership) (reviewed by Rongcheng)[2023]No. 200Z0139 and “Suzhou Nanotechnology Stocks”
Co., Ltd. 2023 Annual Audit Report” (written by Rong Cheng[2024]No. 200Z0155), the company’s audited operating income in 2022 was RMB 706 million, and the audited operating income in 2023 was RMB 587 million. The company’s cumulative operating income from 2022 to 2023 was RMB 1.293 billion, which did not meet the company’s current incentive A total of 821,940 restricted stocks that have been granted to incentive targets but have not yet vested were cancelled.

In summary, the total number of restricted shares that have been granted but not yet vested under this incentive plan is 892,360.

After verification, our lawyers believe that the company’s cancellation of some of the restricted shares that have been granted but have not yet vested complies with the relevant provisions of the “Administrative Measures”, the “Listing Rules” and the “Incentive Plan”.

3. Conclusions
In summary, our lawyers believe that as of the date of issuance of this legal opinion, the restricted stock matters that have been granted but have not yet vested in the canceled portion of the company’s incentive plan have obtained the necessary approvals and authorizations at this stage; the canceled portion of the company’s incentive plan has been The restricted stocks granted but not yet vested are in compliance with the relevant provisions of the “Administrative Measures”, “Listing Rules” and “Incentive 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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