Shanghai Junlan law firm
about
Sichuan Development Lomon Co.Ltd(002312)
Restricted stock incentive plan for 2021 (Revised Draft)
of
Legal opinion
February, 2002
interpretation
In this legal opinion, unless the context otherwise requires, the following words have the following meanings:
Company / Sichuan Development Lomon Co.Ltd(002312) refers to Sichuan Development Lomon Co.Ltd(002312) , which used to use “Chengdu Santai Holding Group Co., Ltd.”
Incentive plan (revised draft refers to the restricted draft of Sichuan Development Lomon Co.Ltd(002312) 2021) stock incentive plan (Revised Draft)
Sichuan Development Lomon Co.Ltd(002312) the equity incentive plan to be implemented in accordance with Sichuan FA’s incentive plan refers to the 2021 restricted stock incentive plan of zhanlongmang Co., Ltd. (Revised Draft)
The assessment measures refer to the measures for the administration of the assessment of the implementation of the Sichuan Development Lomon Co.Ltd(002312) 2021 restricted stock incentive plan
In accordance with the provisions of this incentive plan, the incentive objects granted with restricted shares refer to the directors, senior managers and core backbone of the company (including subsidiaries)
Restricted stock refers to the shares of the company whose transfer and other rights are restricted according to the conditions specified in the incentive plan
Shanghai Junlan law firm
The lawyer of this office refers to the handling lawyer appointed by this office to issue this legal opinion
Company Law refers to the company law of the people’s Republic of China
Securities Law refers to the securities law of the people’s Republic of China
The Administrative Measures refer to the administrative measures for equity incentive of listed companies
The Trial Measures refer to the Trial Measures for the implementation of equity incentive by state-controlled listed companies (domestic)
The notice on equity incentive refers to the notice on issues related to regulating the implementation of equity incentive system by state-controlled listed companies
The articles of association refers to the Sichuan Development Lomon Co.Ltd(002312) articles of association
CSRC refers to the China Securities Regulatory Commission
Shenzhen stock exchange refers to Shenzhen Stock Exchange
Shanghai Junlan law firm
The lawyer of this office refers to the handling lawyer appointed by this office to issue this legal opinion
The legal opinion of Shanghai Junlan law firm on Sichuan development longmang equity refers to the legal opinion of 2021 restricted stock incentive plan (Revised Draft) of Sichuan development longmang Co., Ltd
Shanghai Lanjun law firm
About Sichuan Development Lomon Co.Ltd(002312)
2021 restricted stock incentive plan (Revised Draft)
Legal opinion
To: Sichuan Development Lomon Co.Ltd(002312)
Entrusted by Sichuan Development Lomon Co.Ltd(002312) , Shanghai Junlan law firm has issued this legal opinion on matters related to Sichuan Development Lomon Co.Ltd(002312) this incentive plan in accordance with the company law, the securities law, the administrative measures, the trial measures and other relevant laws, regulations, normative documents and the articles of association.
For this legal opinion, our lawyer declares as follows:
(I) in accordance with the provisions of the securities law, the measures for the administration of law firms engaging in securities legal business 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, our lawyers have strictly performed their statutory duties, followed the principles of diligence and good faith, and conducted sufficient verification and verification, Ensure that the facts identified in this legal opinion are true, accurate and complete, that the concluding opinions issued are legal and accurate, and that there are no false records, misleading statements or major omissions, and bear corresponding legal liabilities.
(II) the exchange has obtained the following commitment from Sichuan Development Lomon Co.Ltd(002312) : Sichuan Development Lomon Co.Ltd(002312) the information, documents or materials related to this legal opinion provided to the exchange are true, accurate, complete and effective, and there are no false records, misleading statements or major omissions; If the documents are copies or copies, the contents are consistent with the original or the original; The signatories of all documents have full civil capacity, and their signing has been properly and effectively authorized; The signatures and seals on all documents or materials are authentic.
(III) the exchange only expresses opinions on the relevant legal matters of the company’s incentive plan, but does not express opinions on the rationality of the underlying equity value, assessment standards and other professional matters involved in the company’s incentive plan, as well as accounting, auditing and other professional matters. The exchange and the handling lawyer do not have the legal qualification to check and judge these professional matters. The statements and data related to such professional matters or the references to the contents of professional reports such as accounting reports and audit reports in this legal opinion by the firm and the handling lawyer do not mean that the firm and the handling lawyer make any express or implied guarantee for the authenticity and effectiveness of these references.
This legal opinion is only for the purpose of this incentive plan and shall not be used for any other purpose.
Our lawyers agree to disclose this legal opinion to the public together with other materials as a necessary legal document for Sichuan Development Lomon Co.Ltd(002312) this incentive plan, and take responsibility for the legal opinion issued according to law.
In accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, and on the basis of full verification and verification of the relevant documents and facts provided by the company, our lawyers issued the following legal opinions: first, the subject qualification for the implementation of this incentive plan
(I) the company is a joint-stock company established and validly existing according to law
Sichuan Development Lomon Co.Ltd(002312) is a joint stock limited company established by Chengdu Santai Electronic Industry Co., Ltd. on December 31, 2005.
According to the reply on Approving the initial public offering of Chengdu Santai Holding Group Co., Ltd. (zjxk [2009] No. 1148) issued by China Securities Regulatory Commission, the company’s application for initial public offering of shares is approved. According to the notice on listing of RMB common shares of Chengdu Santai Holding Group Co., Ltd. (SZS [2009] No. 165) issued by Shenzhen Stock Exchange, the company’s shares are approved to be listed and traded on Shenzhen Stock Exchange. The securities are referred to as “Santai holding” for short and the securities code is “002313”. On April 9, 2021, the second extraordinary general meeting of the company in 2021 deliberated and approved the proposal on the proposed change of the company name and securities abbreviation, and agreed to change the company name to ” Sichuan Development Lomon Co.Ltd(002312) “, the securities abbreviation to ” Sichuan Development Lomon Co.Ltd(002312) “, and the securities code remained unchanged.
The company now holds the business license with the unified social credit code of “91510000633141414xg” issued by Chengdu market supervision and Administration Bureau. Its domicile is No. 42, Shuxi Road, high tech Industrial Park, Jinniu District, Chengdu. Its legal representative is Mao Fei. Its registered capital is 1763196292 million yuan, and its business term is from May 20, 1997 to long-term, The business scope is to produce and sell commercial password products; Safety technology prevention; The second type of value-added telecommunications services is the call center service. (the above items and duration shall be subject to the license). General business items (the following scope does not include pre license items, and post license items are operated with licenses or approval documents): computer software industry; Technical services; Development and production of electronic, electrical and electromechanical products; Design and construction of safety technology prevention works; Design and construction of intelligent building engineering; Import and export industry; Archives management services; Wholesale and retail of goods; Cleaning, maintenance and remote duty service of bank self-service equipment; Outsourcing services for bill and file image processing; Logistics, warehousing information system design and technical services; Financial outsourcing services; Manufacturing of basic chemical raw materials (excluding hazardous chemicals); Feed processing; Manufacturing of food and feed additives; Fertilizer manufacturing; Soil, sand and stone mining; Lime and gypsum manufacturing; Grain planting. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments).
After verification, the lawyers of the firm believe that the company is a joint stock limited company established and validly existing according to law, there is no situation that needs to be terminated according to laws, regulations and the articles of association, and has the subject qualification to implement the incentive plan.
(II) the company is not allowed to implement the incentive plan as stipulated in the management measures
According to the audit report of “Chuan Hua Xin Shen Zi (2021) No. 0016” and “Chuan Hua Xin Zhuan (2021) No. 0126” internal control assurance report issued by Sichuan Huaxin (Group) Certified Public Accountants (special general partnership), and the information publicly disclosed by the company on the Shenzhen stock exchange is verified by the lawyers of the exchange, The company does not have the following circumstances that prohibit the implementation of 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 most recent fiscal year is an audit report with a negative opinion or unable to express an opinion issued by the 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.
(III) the company meets the conditions specified in Article 5 of the trial measures
After verification by our lawyers, the company meets the conditions specified in Article 5 of the trial measures, which are as follows: 1. The corporate governance structure is standardized, the shareholders’ meeting, the board of directors and the management are well organized, and their responsibilities are clear. External directors (including independent directors, the same below) account for more than half of the members of the board of directors;
2. The Remuneration Committee is composed of external directors, with sound remuneration committee system, perfect rules of procedure and standardized operation;
3. Sound internal control system and performance appraisal system, standardized basic management system, and established labor employment, salary and welfare system and performance appraisal system in line with the requirements of market economy and modern enterprise system;
4. Clear development strategy, good asset quality and financial condition, and stable business performance; No financial violations and bad records in recent three years;
5. Other conditions stipulated by the securities regulatory authority.
Therefore, our lawyers believe that as of the date of issuance of this legal opinion, the company is a listed company established and validly existing according to law, and there is no need to terminate according to laws, regulations and the articles of Association; There is no case that equity incentive shall not be implemented according to Article 7 of the administrative measures; The company meets the conditions for equity incentive specified in Article 5 of the trial measures, and the company is qualified to implement the incentive plan. 2、 The formulation, deliberation, publicity and other procedures of this incentive plan
(I) procedures performed in this incentive plan
According to the relevant documents provided by the company, the procedures of this incentive plan are as follows;
1. November 7, 2021, The first remuneration and assessment committee of the sixth board of directors of the company considered and approved the proposal on and its summary, the proposal on , and Proposal on verifying the list of incentive objects first granted by the company’s restricted stock incentive plan in 2021.
2. November 7, 2021, The 10th meeting of the 6th board of directors of the company deliberated and approved the proposal on and its summary, the proposal on < Sichuan Development Lomon Co.Ltd(002312) 2021 restricted stock incentive plan implementation assessment management measures ", and the proposal on submitting the shareholders' meeting to authorize the board of directors to handle matters related to equity incentive. On the same day, the independent directors of the company expressed their independent opinions on agreeing to implement the incentive plan.
3. November 7, 2021, The 8th meeting of the 6th board of supervisors of the company deliberated and approved the proposal on and its summary, the proposal on < Sichuan Development Lomon Co.Ltd(002312) 2021 restricted stock incentive plan implementation assessment management measures ", and the proposal on verifying the list of incentive objects first granted by the company's 2021 restricted stock incentive plan.
4. On February 14, 2022, the 15th meeting of the sixth board of directors of the company considered and adopted the proposal on and its summary. On the same day, the independent directors of the company also expressed their independent opinions.
5. On February 14, 2022, the 12th meeting of the sixth board of supervisors of the company passed the deliberation
