Guohao law firm (Shanghai)
About
Shanghai Guao Electronic Technology Co.Ltd(300551) restricted stock incentive plan in 2022
Matters related to the first grant
of
Legal opinion
Floor 23-25, Jiadi center, No. 968, West Beijing Road, Shanghai 200041
23-25th Floor, Garden Square, No. 968 West Beijing Road, Shanghai 200041, China
Tel: + 86 21 5234 1668 Fax: + 86 21 5243 3320
Website: http://www.grandall.com.cn.
February, 2002
To: Shanghai Guao Electronic Technology Co.Ltd(300551)
Guohao law firm (Shanghai) (hereinafter referred to as "the firm") has accepted the entrustment of Shanghai Guao Electronic Technology Co.Ltd(300551) (hereinafter referred to as " Shanghai Guao Electronic Technology Co.Ltd(300551) " or "the company") to act as the special legal adviser of the company's restricted stock incentive plan in 2022 (hereinafter referred to as "the incentive 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"), and the measures for the administration of equity incentive of listed companies (hereinafter referred to as the "administrative measures") promulgated by the China Securities Regulatory Commission (hereinafter referred to as the "CSRC") The provisions of relevant laws, regulations and normative documents such as the Shenzhen Stock Exchange GEM Listing Rules (revised in December 2020) (hereinafter referred to as the "Listing Rules") and the Shanghai Guao Electronic Technology Co.Ltd(300551) articles of Association (hereinafter referred to as the "articles of association"), in accordance with the business standards, ethics and diligence recognized by the lawyer industry, The company has checked and verified the relevant documents provided by the company, and issued this legal opinion on matters related to the first granting of restricted shares to incentive objects in this incentive plan.
In order to issue this legal opinion, our lawyer hereby makes the following statement:
1、 In accordance with the provisions of the company law, the securities law, the administrative measures and other provisions and the facts that have occurred or exist before the date of issuance of this legal opinion, the office and its handling lawyers have strictly performed their statutory duties and followed the principles of diligence and good faith, The company has fully verified and verified the legality and compliance of matters related to the first granting of restricted shares to incentive objects in this incentive plan, and ensured that there are no false records, misleading statements and major omissions in this legal opinion.
2、 Our lawyer agrees to take this legal opinion as a necessary legal document for the company's incentive plan, report it together with other materials, and bear legal responsibility for the legal opinion issued in accordance with the law. The lawyer of the firm agrees that the company shall quote the relevant contents of this legal opinion in the relevant documents prepared by the company for the implementation of this incentive plan, but when the company makes the above quotation, it shall not cause legal ambiguity or misinterpretation due to the quotation. The lawyer of the firm has the right to review and confirm the corresponding contents of the above relevant documents again.
3、 In order to issue this legal opinion, the company has guaranteed to provide the lawyers of the firm with the original written materials, copies or oral testimony that are true and effective and necessary for issuing this legal opinion. The signatures and / or seals on the relevant materials are true and effective, and the relevant copies or copies are consistent with the original materials or originals, There are no false contents and major omissions.
4、 For the fact that this legal opinion is very important and cannot be supported by independent evidence, our lawyers rely on the statements or supporting documents issued by relevant government departments, companies or other relevant units to make judgments. 5、 Our lawyers only express opinions on the legal issues related to the company's incentive plan, but do not express opinions on the rationality of the underlying equity value, assessment standards and other non legal matters involved in the company's incentive plan. The quotation of relevant financial data or conclusions in this legal opinion does not mean that the exchange makes any express or implied guarantee for the authenticity and accuracy of these data or conclusions. The institute does not have the appropriate qualification to verify and evaluate such data and conclusions.
This legal opinion is only for the purpose of the company's incentive plan and shall not be used for any other purpose. Our lawyers have verified and verified the relevant documents and facts provided by the company in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, and now issue the following legal opinions:
catalogue
1、 The approval and authorization granted this time five
2、 The date of this grant six
3、 The conditions of this grant six
4、 The incentive object, quantity and price granted this time eight
5、 Concluding observations eight
Text
1、 Approval and authorization granted this time
On January 19, 2022, the 21st Meeting of the Fourth Board of directors of the company deliberated and adopted the proposal on the company's restricted stock incentive plan in 2022 (Draft) and its summary The related directors Jiang Xiaodan, Zhang Xiangyu and Hou Yaoqi abstained from voting on the proposal on the company's measures for the assessment and management of the implementation of the restricted stock incentive plan in 2022 and the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive.
On January 19, 2022, Yao Baojing, Chen Zhenting and Wang Shibing, the independent directors of the company, expressed their independent opinions on the incentive plan, believing that the implementation of the incentive plan is conducive to further improving the company's governance structure, improving the company's incentive mechanism, and enhancing the company's management team and business backbone's sense of responsibility and mission for realizing the sustainable and healthy development of the company, It is conducive to the sustainable development of the company and will not damage the interests of the company and all shareholders. When the board of directors deliberated on relevant proposals, the related directors have avoided voting, and they unanimously agreed that the company would implement the incentive plan and agree to submit the matter to the general meeting of shareholders for deliberation.
On January 19, 2022, the 14th meeting of the Fourth Board of supervisors of the company deliberated and adopted the proposal on the company's restricted stock incentive plan in 2022 (Draft) and its summary The proposal on the management measures for the implementation and assessment of the company's restricted stock incentive plan in 2022 and the proposal on verifying the list of incentive objects granted by the company's restricted stock incentive plan for the first time in 2022 believe that the contents of the above proposal comply with the provisions of relevant laws, regulations and normative documents, and the subject qualification of incentive objects granted rights and interests in this incentive plan is legal Effective.
On February 7, 2022, the first extraordinary general meeting of the company in 2022 deliberated and approved the proposal on the company's restricted stock incentive plan in 2022 (Draft) and its summary, the proposal on the measures for the assessment and management of the implementation of the company's restricted stock incentive plan in 2022, and the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive, The company's restricted stock incentive plan in 2022 was approved, and the board of directors was authorized to handle matters related to the company's restricted stock incentive plan.
On February 7, 2022, the 22nd Meeting of the 4th board of directors and the 15th meeting of the 4th board of supervisors considered and approved the proposal on the first grant of restricted shares to incentive objects. The independent directors of the company expressed independent opinions on this and agreed that the first grant date of the incentive plan of the company was February 7, 2022, And agreed to grant 14.5 million class II restricted shares to 100 incentive objects who meet the grant conditions. The board of supervisors verified the list of incentive objects granted by the company, and the board of supervisors withdrew from voting.
In conclusion, our lawyers believe that the first grant of the company's incentive plan has obtained the necessary authorization and approval at this stage, and is in line with the relevant provisions of the company law, the securities law, the administrative measures and the Shanghai Guao Electronic Technology Co.Ltd(300551) 2022 restricted stock incentive plan (Draft) (hereinafter referred to as the "incentive plan"). 2、 Date of this grant
According to the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive approved by the first extraordinary general meeting of shareholders in 2022, the general meeting of shareholders of the company authorizes the board of directors to determine the grant date of restricted stock incentive plan.
On February 7, 2022, the company held the 22nd Meeting of the Fourth Board of directors, deliberated and approved the proposal on granting restricted shares to incentive objects for the first time, and determined that the grant date of this incentive plan was February 7, 2022.
After verification, the grant date of this incentive plan is the trading day, which is within 60 days from the date when the general meeting of shareholders deliberates and approves the company's restricted stock incentive plan in 2022.
In conclusion, our lawyers believe that the above grant date determined by the board of directors of the company complies with the relevant provisions of the company law, the securities law, the administrative measures and the incentive plan on the grant date. 3、 Conditions of this grant
According to the management measures, incentive plan and other relevant provisions, the incentive object can be granted restricted shares only if it meets the following conditions at the same time:
(I) the company is not under any of the following circumstances:
1. The financial and 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 within the last 36 months after listing;
4. Equity incentive is not allowed according to laws and regulations;
5. Other circumstances recognized by the CSRC.
(II) the incentive object does not have any of the following situations:
1. Being identified as an inappropriate candidate by the stock exchange within the last 12 months;
2. In the last 12 months, it has been identified as an inappropriate candidate by the CSRC and its dispatched offices;
3. Being administratively punished by the CSRC and its dispatched offices or taking market entry prohibition measures for major violations of laws and regulations in the last 12 months;
4. Those who are not allowed to serve as directors or senior managers of the company as stipulated in the company law;
5. Those who are not allowed to participate in the equity incentive of listed companies according to laws and regulations;
6. Other circumstances recognized by the CSRC.
According to the Shanghai Guao Electronic Technology Co.Ltd(300551) audit report and financial statements, the articles of association and the written commitment of the company issued by Lixin Certified Public Accountants (special general partnership) on April 22, 2021, and verified by the lawyers of the firm, as of the date of issuance of this legal opinion, the above management measures do not exist for the company and incentive objects Any of the circumstances specified in the incentive plan. On February 7, 2022, the board of supervisors of the company issued verification opinions on the list of incentive objects first granted by the company's restricted stock incentive plan in 2022 (grant date), and considered that the 100 incentive objects actually granted restricted shares were the incentive objects determined in the company's incentive plan approved by the company's first extraordinary general meeting in 2022, The company and the incentive object do not have any of the above management measures, incentive plan and other provisions. The above-mentioned incentive object as the incentive object of the company's incentive plan is legal and effective, and its conditions for granting restricted shares have been met.
In conclusion, our lawyers believe that as of the date of issuance of this legal opinion, the granting conditions of the company's incentive plan have been met, and the company's granting of restricted shares to incentive objects complies with the relevant provisions of the administrative measures and incentive plan. 4、 Object, quantity and price of this grant
On February 7, 2022, the 22nd Meeting of the 4th board of directors and the 15th meeting of the 4th board of supervisors deliberated and approved the proposal on granting restricted shares to incentive objects for the first time. The incentive plan is granted to 100 people, the number of restricted shares granted is 14.5 million, and the grant price is 19.31 yuan / share.
The independent directors of the company expressed independent opinions on this grant and believed that some incentive objects granted for the first time determined in this incentive plan did not have the situation of prohibiting the grant of restricted shares as stipulated in the administrative measures, and the subject qualification of incentive objects was legal and effective, and unanimously agreed on the grant objects, grant quantity and grant price of this grant.
After verification, our lawyers believe that the determination of the grant object, grant quantity and grant price of this grant has fulfilled the necessary procedures and is in line with the relevant provisions of the administrative measures, listing rules and incentive plan. 5、 Concluding observations
To sum up, our lawyers believe that the matters related to the first grant of the incentive plan have obtained the necessary authorization and approval at this stage, and the determination of the grant date, incentive object, grant quantity and grant price of the incentive plan comply with the relevant provisions of the company law, the securities law, the administrative measures, the listing rules and the incentive plan, The conditions for this grant have been met.
This legal opinion is made in three originals, sealed by Guohao law firm (Shanghai) and signed by the person in charge of the unit and the handling lawyer. (there is no text below, which is the signature page)
Signature page
(there is no text on this page, which is the signature page of Guohao law firm's legal opinion on matters related to the first grant of Shanghai Guao Electronic Technology Co.Ltd(300551) 2022 restricted stock incentive plan)
This legal opinion is issued on, 2022, in triplicate, without copies.
Guohao law firm (Shanghai)
Person in charge: Li Qiang lawyer in charge: Lin Lin
He Linfei
