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Legal opinion on Guangdong Create Century Intelligent Equipment Group Corporation Limited(300083) adjusting the 2020 restricted stock incentive plan
December 24, 2001
Shenzhen, Hong Kong and Taipei
Guangdong Haipai law firm
About Guangdong Create Century Intelligent Equipment Group Corporation Limited(300083)
Adjustment of relevant matters of 2020 restricted stock incentive plan
Legal opinion
Haipai 2021 (opinion) No. 35 to: Guangdong Create Century Intelligent Equipment Group Corporation Limited(300083)
Guangdong Haipai law firm (hereinafter referred to as “the firm”) has accepted the entrustment of Guangdong Create Century Intelligent Equipment Group Corporation Limited(300083) (hereinafter referred to as ” Guangdong Create Century Intelligent Equipment Group Corporation Limited(300083) ” or “the company”) to act as the special legal counsel for its implementation of the 2020 restricted stock incentive plan (hereinafter referred to as “the incentive plan”) and related matters, provide legal services for the company, and is authorized to issue legal opinions for the company.
Legal basis for issuing this legal opinion
The exchange and its undertaking lawyers shall comply 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”), the measures for the administration of equity incentive of listed companies (hereinafter referred to as the “management measures”) and the measures for the continuous supervision of companies listed on the gem (for Trial Implementation) (hereinafter referred to as the “measures”)“ Regulatory measures, Shenzhen Stock Exchange GEM Listing Rules (2020 Revision) (hereinafter referred to as the “Listing Rules”) and other relevant laws, regulations and normative documents, as well as the Guangdong Create Century Intelligent Equipment Group Corporation Limited(300083) articles of Association (hereinafter referred to as the “articles of association”) ）This legal opinion is issued after checking and verifying the relevant matters involved in the incentive plan.
For the issuance of this legal opinion, our lawyer hereby makes the following statement:
In accordance with the provisions of the securities law, the measures for the administration of securities legal business by law firms and the rules for the practice of securities legal business by law firms, and the facts that have occurred or exist before the date of issuance of this legal opinion, the firm and its undertaking 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.
The exchange only gives legal opinions on Guangdong Create Century Intelligent Equipment Group Corporation Limited(300083) the legal matters related to the incentive plan. The exchange is not authorized to express any opinions on the stock value, assessment standards, accounting, finance, audit and other non legal matters involved in this incentive plan.
Guangdong Create Century Intelligent Equipment Group Corporation Limited(300083) has promised that it has provided us with all the factual information required for issuing this legal opinion; All materials are true, accurate, complete, legal and valid without any false records, misleading statements or major omissions. All copies or copies of documents and materials are completely consistent with the original or the original.
This legal opinion is only for Guangdong Create Century Intelligent Equipment Group Corporation Limited(300083) the purpose of this incentive plan. The exchange agrees to take this legal opinion as an integral part of the company’s application materials for this incentive plan and announce it together with other documents. This legal opinion shall not be used for any other purpose without the written consent of the exchange.
Based on the above, our lawyers have verified and verified the relevant facts of Guangdong Create Century Intelligent Equipment Group Corporation Limited(300083) this incentive plan in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, and issued the following legal opinions:
1、 Approval and authorization of the adjusted restricted stock incentive plan
1. On December 24, 2021, the company held the 23rd Meeting of the 5th board of directors and deliberated and adopted the
<2020 年限制性股票激励计划（草案修订稿）>
And its abstract
<2020年限制性股票激励计划实施考核管理办法>
(Revised Version), Mr. Xia Jun and Mr. Cai Wanfeng, the related directors, abstained from voting on the above-mentioned related proposals.
2. On December 24, 2021, the company held the 23rd Meeting of the 5th board of supervisors, which deliberated and adopted the
<2020 年限制性股票激励计划（草案修订稿）>
And its abstract
<2020 年限制性股票激励计划实施考核管理办法>
(Revised Version).
3. The independent directors of the company expressed independent opinions on matters related to the adjustment of the restricted stock incentive plan, It is considered that the company has slightly revised the performance assessment scope at the company level of the 2020 restricted stock incentive plan (Draft) in accordance with the requirements of relevant laws and regulations, other contents have not changed, and the 2020 restricted stock incentive plan has not changed significantly. Therefore, the 2020 restricted stock incentive plan (Draft) is revised this time There are no circumstances that harm the interests of the company and all shareholders, and the company has performed the necessary decision-making procedures, complied with the provisions of relevant laws, regulations and the articles of association, and agreed to amend the 2020 restricted stock incentive plan (Draft) and its abstract and submit it to the general meeting of shareholders for deliberation.
Our lawyers believe that as of the date of issuance of this legal opinion, the company’s adjusted restricted stock incentive plan has obtained the necessary approval and authorization at this stage, which needs to be deliberated and approved by the general meeting of shareholders.
2、 Matters related to the adjustment of restricted stock incentive plan
According to the 23rd Meeting of the 5th board of directors and the 23rd Meeting of the 5th board of supervisors of the company and the company’s instructions, under the influence of relevant factors, considering the comprehensiveness, comprehensiveness and operability of the assessment system of the incentive plan, the scientificity and rationality of the assessment indicators, The company plans to revise the relevant contents of the 2020 restricted stock incentive plan (Draft) and the management measures for the implementation and assessment of the 2020 restricted stock incentive plan. The specific amendments are as follows: 1. Ownership conditions of restricted stocks
Company level performance assessment requirements
(1) Content before revision
The assessment year of the incentive plan is three fiscal years from 2020 to 2022, one assessment in each fiscal year. The assessment subject is Shenzhen Guangdong Create Century Intelligent Equipment Group Corporation Limited(300083) Machinery Co., Ltd. (hereinafter referred to as “Shenzhen Guangdong Create Century Intelligent Equipment Group Corporation Limited(300083) “) and its subordinate enterprises engaged in high-end intelligent equipment business. The annual performance assessment objectives of restricted stocks granted are shown in the table below:
Ownership arrangement and assessment requirements
The operating income of Shenzhen Guangdong Create Century Intelligent Equipment Group Corporation Limited(300083) (consolidated financial statements) in the first attribution period in 2020 shall not be less than 2.8 billion yuan
The operating income of Shenzhen Guangdong Create Century Intelligent Equipment Group Corporation Limited(300083) (consolidated financial statements) in the second attribution period in 2021 shall not be less than 3.8 billion yuan, or the accumulated operating income in the two years from 2020 to 2021 shall not be less than 6.6 billion yuan
In the third vesting period, the operating revenue of Shenzhen Guangdong Create Century Intelligent Equipment Group Corporation Limited(300083) (consolidated financial statements) in 2022 shall not be less than 5.1 billion yuan, or the cumulative operating revenue in the three years from 2020 to 2022 shall not be less than 11.7 billion yuan
Note: 1. The incentive cost generated by this equity incentive plan will be disbursed in the management expenses;
2. The above performance assessment objectives do not constitute the company’s performance prediction and substantive commitment to investors.
If the company fails to meet the above performance assessment objectives, all restricted shares attributable to incentive objects in the corresponding assessment year shall not be attributed and shall be invalid.
(2) Revised content
The assessment year of the incentive plan is three fiscal years from 2020 to 2022, one assessment in each fiscal year. The assessment subjects are listed companies and Shenzhen Guangdong Create Century Intelligent Equipment Group Corporation Limited(300083) Machinery Co., Ltd. (hereinafter referred to as “Shenzhen Guangdong Create Century Intelligent Equipment Group Corporation Limited(300083) “) engaged in high-end intelligent equipment business and its subordinate enterprises. The annual performance assessment objectives of restricted stocks granted are shown in the table below:
Ownership arrangement and assessment requirements
In the first vesting period, the operating revenue of listed companies and Shenzhen Guangdong Create Century Intelligent Equipment Group Corporation Limited(300083) (consolidated financial statements) in 2020 shall not be less than 2.8 billion yuan
In the second vesting period, the operating revenue of the listed company and Shenzhen Guangdong Create Century Intelligent Equipment Group Corporation Limited(300083) (consolidated financial statements) in 2021 is not less than 3.8 billion yuan, or
From 2020 to 2021, the accumulated operating income shall not be less than 6.6 billion yuan
The operating revenue of listed companies and Shenzhen Guangdong Create Century Intelligent Equipment Group Corporation Limited(300083) (consolidated financial statements) in the third attribution period in 2022 is not less than RMB 5.1 billion, or
From 2020 to 2022, the accumulated operating revenue in the three years shall not be less than 11.7 billion yuan
Note: 1. The incentive cost generated by this equity incentive plan will be disbursed in the management expenses;
2. The above performance assessment objectives do not constitute the company’s performance prediction and substantive commitment to investors.
If the company fails to meet the above performance assessment objectives, all restricted shares attributable to incentive objects in the corresponding assessment year shall not be attributed and shall be invalid.
2. Explanation of scientificity and rationality of assessment indicators
(1) Content before revision
The evaluation indicators of this incentive plan are divided into two levels: company level performance evaluation and individual level performance evaluation.
The company’s main businesses include high-end intelligent equipment business, intelligent manufacturing service business and precision structural parts business. According to the business strategic layout of the company’s board of directors, the high-end intelligent equipment business is the core business of the company’s vigorous development now and in the future, the intelligent manufacturing service business is the business actively cultivated and developed by the company, and the precision structural parts business is the business of the company’s continuous integration and stripping.
Considering that the company will no longer be engaged in the production and manufacturing of precision structural parts of consumer electronics products in the future, the performance evaluation indicators at the company level will eliminate the influencing factors of precision structural parts business. In addition, the intelligent manufacturing service business is in the cultivation stage, accounting for a small proportion of the company’s operating revenue. Therefore, in order to better motivate employees, fully mobilize their enthusiasm and creativity, and develop and expand the company’s core main business – high-end intelligent equipment business, the company selects the business entity of intelligent equipment business The consolidated operating income realized by the subsidiary Shenzhen Guangdong Create Century Intelligent Equipment Group Corporation Limited(300083) Machinery Co., Ltd. is used as the performance evaluation index.
The performance index is set based on the historical performance of the company’s high-end intelligent equipment business, the development of CNC machine tool industry, market competition and the company’s future development plan. The assessment indicators are challenging to a certain extent, which helps to improve the competitiveness of the company’s core business and mobilize the enthusiasm of employees, ensure the realization of the company’s future development strategy and business objectives, and bring more efficient and lasting returns to shareholders.
In addition to the company level performance appraisal, the company has also set up a strict individual level performance appraisal system, which can make a more accurate and comprehensive comprehensive evaluation of the work performance of each incentive object. The company will determine whether the individual incentive object meets the attribution conditions according to the performance evaluation results of the incentive object in the previous year.
To sum up, the company level performance appraisal and individual level performance appraisal indicators are clear and operable. The setting of appraisal indicators is scientific and reasonable, which helps to improve the company’s competitiveness and plays a positive role in promoting the construction of the company’s core team. At the same time, it takes into account the restraint effect on Incentive objects, and can achieve the appraisal purpose of this incentive plan. (2) Revised content
The evaluation indicators of this incentive plan are divided into two levels: company level performance evaluation and individual level performance evaluation.
The company’s main businesses include high-end intelligent equipment business, intelligent manufacturing service business and precision structural parts business. According to the business strategic layout of the company’s board of directors, the high-end intelligent equipment business is the core business of the company’s vigorous development now and in the future, the intelligent manufacturing service business is the business actively cultivated and developed by the company, and the precision structural parts business is the business of the company’s continuous integration and stripping.
The performance index is set based on the historical performance of the company’s high-end intelligent equipment business, the development of CNC machine tool industry, market competition and the company’s future development plan. The assessment indicators are challenging to a certain extent, which helps to improve the competitiveness of the company’s core business and mobilize the enthusiasm of employees, ensure the realization of the company’s future development strategy and business objectives, and bring more efficient and lasting returns to shareholders.
In addition to the company level performance appraisal, the company has also set up a strict individual level performance appraisal system, which can make a more accurate and comprehensive comprehensive evaluation of the work performance of each incentive object. The company will determine whether the individual incentive object meets the attribution conditions according to the performance evaluation results of the incentive object in the previous year.
To sum up, the company level performance appraisal and individual level performance appraisal indicators are clear and operable. The setting of appraisal indicators is scientific and reasonable, which helps to improve the company’s competitiveness and plays a positive role in promoting the construction of the company’s core team. At the same time, it takes into account the restraint effect on Incentive objects, and can achieve the appraisal purpose of this incentive plan. 3、 Procedures to be performed in this adjustment of restricted stock incentive plan
After verification, the company’s adjustment of the restricted stock incentive plan still needs to be in accordance with the management measures and《
