Shanghai Guangfa law firm
About Shenyu Communication Technology Inc(300563)
2022 restricted stock incentive plan (Draft)
Legal opinion
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Shanghai Guangfa law firm
About Shenyu Communication Technology Inc(300563)
Legal opinions on 2022 restricted stock incentive plan (Draft)
To: Shenyu Communication Technology Inc(300563)
Shanghai Guangfa law firm (hereinafter referred to as "the firm") accepts the entrustment of Shenyu Communication Technology Inc(300563) (hereinafter referred to as "the company") as the special legal adviser for its implementation of the restricted stock incentive plan in 2022 (hereinafter referred to as "the equity incentive plan"), in accordance with the securities law of the people's Republic of China (hereinafter referred to as "the securities law") The company law of the people's Republic of China (hereinafter referred to as the "company law"), 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 Shenzhen Stock Exchange's GEM Listing Rules (hereinafter referred to as the "Listing Rules"), the Shenzhen Stock Exchange's GEM listed companies' self regulatory guide No. 1 - business handling (hereinafter referred to as the "self regulatory guide") and other laws and regulations issued by the Shenzhen Stock Exchange This legal opinion is issued in accordance with the provisions of normative documents and Shenyu Communication Technology Inc(300563) articles of Association (hereinafter referred to as the "articles of association") and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry.
The exchange issues legal opinions based on the facts that have occurred or exist before the date of issuance of this legal opinion, the current laws and regulations of China and the relevant provisions of the CSRC, The statement is as follows: in accordance with the provisions of the securities law, the measures for the administration of securities legal business of law firms 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, the firm and its handling lawyers have strictly performed their statutory duties and followed the principles of diligence, responsibility and good faith, Sufficient verification and verification have been carried out to ensure that the facts identified in this legal opinion are true, accurate and complete, the concluding opinions issued are legal and accurate, and there are no false records, misleading statements or major omissions, and bear corresponding legal liabilities.
In the process of investigation for issuing this legal opinion, the company guarantees that it has provided the original written materials and copies that the company considers necessary for issuing this legal opinion, and ensures that the above documents are true, accurate and complete, that all signatures and seals on the documents are true, and that the copies are consistent with the original.
The exchange agrees to take this legal opinion as a necessary legal document for the company's equity incentive plan to be submitted to the CSRC and Shenzhen Stock Exchange (hereinafter referred to as "Shenzhen Stock Exchange"), and submit it together with other materials, and is willing to bear corresponding legal liabilities. This legal opinion is only for the purpose of this equity incentive plan and shall not be used for any other purpose without the prior written consent of the exchange.
In accordance with the requirements of the law and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, our lawyers issue the following legal opinions on the equity incentive of the company.
1、 The company is qualified to implement the equity incentive plan
(I) the company is a listed company legally established and existing
The lawyers of the firm consulted the business license held by the company, the industrial and commercial registration files since its establishment, and the approval documents for the initial public offering and listing of the company.
According to the verification of our lawyers, the company now holds the business license with the unified social credit code of 91320200752749700a issued by Wuxi administrative examination and approval Bureau, its domicile is No. 22 Changshan Avenue, Jiangyin City, the legal representative is Tang Xiaonan, and the company type is joint stock limited company (Shanghai). As of the date of issuance of this legal opinion, the registered capital of the company is 178742666 yuan.
Approved by the reply on the approval of Shenyu Communication Technology Inc(300563) initial public offering (zjxk [2016] No. 2435) issued by China Securities Regulatory Commission on October 26, 2016 and the notice on the listing of Shenyu Communication Technology Inc(300563) RMB common shares on GEM (Shenzhen Shang [2016] No. 787) issued by Shenzhen Stock Exchange, The company issued 20 million RMB common shares (A shares) to the public for the first time and was listed and traded on Shenzhen Stock Exchange on November 14, 2016. The stock is abbreviated as " Shenyu Communication Technology Inc(300563) " and the stock code is " Shenyu Communication Technology Inc(300563) ".
(II) according to the verification of our lawyers, after the company was established according to law, there was no bankruptcy, dissolution or ordered closure in accordance with articles 180 and 182 of the company law, Article 42 of the regulations of the people's Republic of China on the administration of company registration and other laws, regulations and normative documents, as well as the articles of association.
(III) the company is not allowed to implement this equity incentive plan
Our lawyers consulted the audit report (tzyz [2021] No. 5686), internal control assurance report (tzyz [2021] No. 7787) and relevant announcement documents of the company issued by Tianzhi International Certified Public Accountants (special general partnership). According to the verification of our lawyers, the company is not allowed to implement the equity incentive plan as stipulated in Article 7 of the management measures:
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. The company has failed to distribute profits in accordance with laws and regulations, the 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.
The bourse believes that the company is a listed company established and legally existing according to law, and there is no situation that it is not allowed to implement the equity incentive plan as stipulated in Article 7 of the administrative measures, so it has the subject qualification to implement the equity incentive plan. 2、 Legality and compliance of this equity incentive plan
On March 1, 2022, the 22nd 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, which made specific provisions on the equity incentive plan.
(I) main contents of this equity incentive plan
The lawyers of the firm consulted the Shenyu Communication Technology Inc(300563) 2022 restricted stock incentive plan (Draft) (hereinafter referred to as "stock incentive plan (Draft)") and the relevant meeting materials of the board of directors of the company to consider the matters of the equity incentive plan.
According to the verification of our lawyers, the stock incentive plan (Draft) consists of the purpose and principle of the plan, the management organization of the plan, the basis and scope for determining the incentive object, the source, quantity and distribution of restricted shares, the validity period of the plan, the grant date, the restriction period, the lifting of the restriction arrangement, the prohibition period It is composed of the grant price of restricted shares and the determination method of the grant price, the conditions for the grant and release of restricted shares, the adjustment methods and procedures of the restricted equity incentive plan, the accounting treatment of restricted shares, the implementation of the plan, the repurchase and injection principles for the grant and release of restricted shares, etc.
According to the verification of our lawyers, the company's equity incentive plan has made clear provisions or explanations on the following matters:
1. The purpose of equity incentive;
2. Determination basis and scope of incentive objects;
3. The number of restricted shares to be granted under the equity incentive plan, the type, source, number of underlying shares involved and the percentage in the total share capital of the company;
4. The classification of incentive objects, their positions, the number of rights and interests that can be granted and their percentage in the total amount of rights and interests to be granted under the equity incentive plan;
5. The validity period of the equity incentive plan, the grant date, the restricted sale period and the lifting of the restricted sale arrangement of restricted shares;
6. The grant price of restricted shares or the method for determining the grant price;
7. Conditions for granting rights and interests to incentive objects;
8. Procedures for granting rights and interests by the company;
9. Methods and procedures for adjusting the number of rights and interests, the number of underlying shares and the grant price;
10. Accounting treatment method of equity incentive, determination method of the fair value of restricted shares, and the impact of the implementation of restricted shares on the operating performance of each period;
11. Change and termination of equity incentive plan;
12. The implementation of the equity incentive plan in the event of change of control, merger, division, change of position, resignation, death and other matters of the incentive object of the company;
13. Relevant disputes or dispute settlement mechanism between the company and the incentive object;
14. Other rights and obligations of the company and the incentive object.
The exchange believes that the contents of the company's equity incentive plan comply with the provisions of Article 9 of the administrative measures.
(II) incentive objects of this equity incentive plan
1. According to the stock incentive plan (Draft), the company has a total of 24 equity incentive objects, including directors and senior managers who worked in the company (including subsidiaries) when the company announced the equity incentive plan, and core managers and core technicians who have a direct impact on the company's business performance and future development recognized by the board of directors.
Among the above incentive objects, directors and senior managers must be elected by the general meeting of shareholders or appointed by the board of directors of the company. Among the above incentive objects, all incentive objects must sign labor and labor contracts with the company or its holding subsidiaries within the assessment period of this equity incentive plan.
2. Our lawyer consulted the list of incentive objects and the confirmation documents issued by the company. According to the verification of our lawyers, there are no shareholders or actual controllers who individually or jointly hold more than 5% of the company's shares and their spouses, parents and children among the above incentive objects.
3. Our lawyer consulted the list of incentive objects and the confirmation documents issued by the company. According to the verification of our lawyers, the above incentive objects do not include independent directors and supervisors of the company.
4. Our lawyer consulted the confirmation documents issued by the company. According to the verification of our lawyers, the incentive objects of the company's equity incentive plan do not have the following circumstances:
(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.
The exchange believes that the incentive object of this equity incentive plan meets the provisions of Article 8 of the administrative measures and article 8.4.2 of the listing rules, and the subject qualification of this equity incentive object is legal and effective.
(III) performance appraisal
In order to implement the equity incentive plan, the 22nd Meeting of the Fourth Board of directors of the company deliberated and adopted the proposal on the management measures for the implementation and evaluation of the company's restricted stock incentive plan in 2022, which takes the performance evaluation results as the conditions for the lifting of the restriction of the restricted stock incentive plan. The administrative measures for the assessment of the implementation of Shenyu Communication Technology Inc(300563) 2022 restricted stock incentive plan (hereinafter referred to as the "administrative measures for equity incentive assessment") stipulates the assessment purpose, assessment principle, assessment scope, assessment organization, assessment indicators and standards, assessment period and times, lifting of restrictions on sales, assessment procedures, assessment result management, etc.
The exchange believes that the company has formulated the management measures for equity incentive assessment for this equity incentive plan, and takes the performance assessment results as the conditions for lifting the restriction on sales of restricted stock incentive plan, which is in line with the provisions of Article 11 of the management measures; The management measures for equity incentive assessment still needs to be deliberated and approved by the general meeting of shareholders of the company.
(IV) stock source of this equity incentive plan
The stock sources of the company's equity incentive plan are the company's A-share common shares repurchased from the secondary market and the company's RMB A-share common shares issued to the incentive object.
The exchange believes that the stock sources involved in this equity incentive plan comply with the provisions of Article 12 of the administrative measures.
(V) total number and proportion of shares in this equity incentive plan
1. According to the stock incentive plan (Draft), the restricted shares (hereinafter referred to as "target shares") to be granted to the incentive object in this equity incentive plan are RMB A-share ordinary shares, with a number of no more than 1.14 million shares, accounting for 0.6378% of the total number of 178742666 shares of the company on the announcement date of the stock incentive plan (Draft). This equity incentive plan plans to grant 1.14 million shares at one time, accounting for 100% of the equity to be granted in this equity incentive plan. The details are as follows:
The granted restrictions account for the current total shares
Name: the proportion of the number of job-related shares to the total number of job-related shares
Proportion of (10000 shares) (%)
Chen Hong, director and Deputy General Manager 10 8.7719 0.0559
Lu ronghua, director and Deputy General Manager 10 8.7719 0.0559
Wang Xiaoyong, deputy general manager 10
