Beijing Hairun Tianrui law firm
About Gl Tech Co.Ltd(300480)
Restricted stock incentive plan for 2021
Granting restricted shares to incentive objects
Legal opinion
Entrusted by Gl Tech Co.Ltd(300480) (hereinafter referred to as ” Gl Tech Co.Ltd(300480) ” or “the company”), Beijing Hairun Tianrui law firm (hereinafter referred to as “the firm”) serves as the special legal adviser for Gl Tech Co.Ltd(300480) on matters related to the implementation of the restricted stock incentive plan in 2021 (hereinafter referred to as “the equity incentive plan” or “the equity incentive plan”).
In accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”) China Securities Regulatory Commission (hereinafter referred to as “CSRC”) measures for the administration of equity incentive of listed companies (hereinafter referred to as “administrative measures”) and guide for business handling of companies listed on GEM No. 5 – equity incentive (hereinafter referred to as “business guide”) ）And other relevant laws, regulations and normative documents, checked and verified the relevant matters related to the achievement of the reserved grant conditions of the equity incentive plan, and issued this legal opinion.
Before issuing this legal opinion, our lawyer declares as follows:
1. Our lawyers issue this legal opinion in accordance with 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.
2. The company has made a written commitment that all factual documents related to this equity incentive provided to the exchange are true, complete, legal and effective, without any false records, misleading statements or major omissions, and all copies or duplicates are completely consistent with the original or the original.
3. Our lawyers have strictly performed their legal duties, followed the principles of diligence and good faith, and reviewed the legality and compliance of this equity incentive, the legal procedures for performance and information disclosure. Our lawyers guarantee that there are no false records, misleading statements or major omissions in this legal opinion, and are responsible for the authenticity, accuracy Integrity shall bear corresponding legal liabilities.
4. This legal opinion is only used for the purpose of Gl Tech Co.Ltd(300480) This equity incentive. This legal opinion shall not be used for any other purpose without the consent of the exchange. Our lawyers agree that Gl Tech Co.Ltd(300480) this legal opinion shall be an integral part of the application materials for equity incentive and announced together with other documents.
In the spirit of responsibility, we have verified and verified the documents and relevant facts provided by the company, and now issue this legal opinion as follows:
1、 Approval and authorization of reserved granting matters in this equity incentive plan
(i) On February 5, 2021, the 10th meeting of the 4th board of directors of the company deliberated and adopted the
<公司 2021 年限制性股票激励计划（草案）>
Proposal on equity incentive plan (Draft) and its summary
<公司 2021 年限制性股票激励计划实施考核管理办法>
The proposal on submitting to the general meeting of shareholders of the company to authorize the board of directors to handle matters related to equity incentive (hereinafter referred to as the measures for the assessment and management of incentive plan) and other proposals were deliberated and adopted at the eighth meeting of the Fourth Board of supervisors of the company. The independent directors of the company expressed independent opinions on the relevant proposals of the equity incentive plan.
（2） From February 8, 2021 to February 18, 2021, the company publicized the list of incentive objects of the company’s restricted stock incentive plan in 2021, and disclosed the review opinions and publicity instructions of the board of supervisors on the list of incentive objects of the restricted stock incentive plan in 2021 on February 20, 2021. （3） On February 25, 2021, the second extraordinary general meeting of the company in 2021 deliberated and adopted the
<公司 2021 年限制性股票激励计划（草案）>
And its summary
<公司 2021 年限制性股票激励计划实施考核管理办法>
Proposal on submitting to the general meeting of shareholders of the company to authorize the board of directors to handle matters related to equity incentive. The company’s implementation of the restricted stock incentive plan in 2021 was approved, and the board of directors was authorized to determine the grant date, grant restricted shares to the incentive objects when the incentive objects meet the conditions, and handle all matters necessary for the grant. On February 26, 2021, the company disclosed the self inspection report on the trading of the company’s shares by insiders and incentive objects of the restricted stock incentive plan in 2021.
（4） On March 30, 2021, the 11th meeting of the 4th board of directors and the 9th meeting of the 4th board of supervisors deliberated and adopted the proposal on granting restricted shares to incentive objects for the first time. The independent directors of the company expressed independent opinions on this, believing that the subject qualification of incentive objects is legal and effective, and the determined grant date complies with relevant regulations.
（5） On December 24, 2021, the 19th meeting of the 4th board of directors and the 14th meeting of the 4th board of supervisors deliberated and adopted the proposal on granting reserved restricted shares to incentive objects , the independent directors of the company expressed independent opinions and the board of supervisors expressed verification opinions. It is agreed to grant 300000 restricted shares to 7 incentive objects meeting the grant conditions.
In conclusion, our lawyers believe that the reserved granting items of the company’s restricted stock incentive plan have obtained the necessary approval and authorization, and comply with the relevant provisions of the administrative measures and the stock incentive plan (Draft). 2、 About the grant date of this equity incentive plan
(i) On February 25, 2021, the company held the second extraordinary general meeting of shareholders in 2021, deliberated and approved the proposal on requesting the general meeting of shareholders of the company to authorize the board of directors to handle matters related to equity incentive, and the general meeting of shareholders of the company authorized the board of directors to determine the grant date of this equity incentive plan.
（2） On December 24, 2021, the 19th meeting of the 4th board of directors and the 14th meeting of the 4th board of supervisors deliberated and adopted the proposal on granting reserved restricted shares to incentive objects.
（3） On December 24, 2021, the independent directors of the company made the independent opinions on granting reserved restricted shares to incentive objects and agreed that the reserved granting date of the company’s restricted stock incentive plan is December 24, 2021.
In conclusion, our lawyers believe that necessary procedures have been performed to determine the reserved grant date of the equity incentive plan, and the grant date complies with the relevant provisions of the administrative measures and the stock incentive plan (Draft). III. The grant price, quantity and incentive objects of the equity incentive plan
(i) On February 5, 2021, the company held the 10th meeting of the 4th board of directors and the 8th meeting of the 4th board of supervisors, deliberated and adopted the
<公司 2021 年限制性股票激励计划（草案）>
And its summary.
（2） On February 25, 2021, the company held the second extraordinary general meeting of shareholders in 2021 and deliberated and adopted the
<2021 年限制性股票激励计划（草案）>
And its abstract, the proposal on the management measures for the implementation and assessment of the company’s restricted stock incentive plan in 2021, and the proposal on submitting the company’s general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive.
（3） On December 24, 2021, the company held the 19th meeting of the 4th board of directors and the 14th meeting of the 4th board of supervisors, deliberated and adopted the proposal on granting reserved restricted shares to incentive objects, and confirmed the incentive objects, grant quantity and grant price reserved for this equity incentive plan.
In conclusion, our lawyers believe that the granting objects, prices and quantities reserved in the restricted stock incentive plan and the subject qualification of the incentive objects granted restricted stock this time comply with the relevant provisions of the company law, the administrative measures and the stock incentive plan (Draft).
4、 Conditions for granting restricted shares involved in this equity incentive plan
According to the administrative measures and the stock incentive plan (Draft), only when the company and the incentive object meet the conditions for granting restricted shares, the incentive object can be granted restricted shares.
(i) After verification by our lawyers, as of the date of issuance of this legal opinion, the company has not been under any of the following circumstances:
1. An audit report with a negative opinion or unable to express an opinion on the financial and accounting report of the most recent fiscal year 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 a certified public accountant;
3. Failure 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.
（2） According to the verification of our lawyers, as of the date of issuance of this legal opinion, the incentive objects of this equity incentive plan have not been under any of the following circumstances:
1. Being identified as inappropriate by the stock exchange within the last 12 months;
2. It has been identified as an inappropriate candidate by the CSRC and its dispatched offices within the last 12 months;
3. Being administratively punished by the CSRC and its dispatched offices or taking market entry prohibition measures for major violations of laws and regulations within 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 equity incentive of listed companies according to laws and regulations;
6. Other circumstances recognized by the CSRC.
In conclusion, our lawyers believe that the granting conditions of incentive objects specified in the stock incentive plan (Draft) have been met, and the company’s granting of reserved restricted shares to incentive objects complies with the relevant provisions of the administrative measures and the stock incentive plan (Draft).
The company still needs to fulfill the obligation of information disclosure in accordance with the administrative measures and other relevant provisions and go through the registration formalities in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. for granting reserved restricted shares to incentive objects this time.
5、 Concluding observations
In conclusion, our lawyers believe that as of the date of issuance of this legal opinion, the reserved grant of restricted shares of the company has obtained the necessary approval and authorization at this stage; The determination of the reserved grant date of restricted shares and the grant object comply with the relevant provisions of the administrative measures and the stock incentive plan (Draft); The granting conditions for the company to grant reserved restricted shares to the incentive object have been met, and the company’s granting of reserved restricted shares to the incentive object complies with the relevant provisions of the administrative measures and the stock incentive plan (Draft). The company’s granting of reserved restricted shares to the incentive object still needs to fulfill the obligation of information disclosure and go through the granting registration procedures according to law.
This legal opinion is made in four originals without copies.
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(there is no text on this page, which is the signature page of Beijing Hairun Tianrui law firm’s legal opinion on granting restricted shares to incentive objects under the Gl Tech Co.Ltd(300480) 2021 restricted stock incentive plan)
Beijing Hairun Tianrui law firm (seal)
Person in charge (signature): Handling lawyer (signature):
Yan kebing: Wang Xiaodong:
Congcan:
specific date
