Shanghai jintiancheng (Suzhou) law firm
About Gcl System Integration Technology Co.Ltd(002506)
Phase I stock option and restricted stock incentive plan
Cancellation of some stock options
of
Legal opinion
Shanghai jintiancheng (Suzhou) law firm
Address: 15F, Xinguang Tiandi, 456 Suzhou Avenue East, Suzhou Industrial Park, Jiangsu Province
Tel: 05126936 5188 Fax: 05126936 5288
Postal Code: 215028
Shanghai jintiancheng (Suzhou) law firm
About Gcl System Integration Technology Co.Ltd(002506) phase I stock option
Matters related to the cancellation of some stock options under the restricted stock incentive plan
Legal opinion
To: Gcl System Integration Technology Co.Ltd(002506)
Shanghai jintiancheng (Suzhou) law firm (hereinafter referred to as "the firm") has accepted the entrustment of Gcl System Integration Technology Co.Ltd(002506) (hereinafter referred to as " Gcl System Integration Technology Co.Ltd(002506) " or "the company") to issue this legal opinion on the matters related to the cancellation of some stock options in the first phase of the company's stock option and restricted stock incentive plan (hereinafter referred to as "the cancelled options").
In order to issue this legal opinion, our lawyer hereby makes the following statement:
1. 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, 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, followed the principles of diligence, good faith and full 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.
2. In order to issue this legal opinion, our lawyers have verified the originals, copies or copies of documents and materials related to the issuance of this legal opinion provided by Gcl System Integration Technology Co.Ltd(002506) and other relevant parties, and have conducted necessary verification and verification on relevant issues Gcl System Integration Technology Co.Ltd(002506) and other relevant parties have made the following guarantees: they have provided the original written materials, copies, copies, confirmation letters or certificates required by the exchange to issue legal opinions; The documents and materials provided to the exchange are true, accurate, complete and effective without concealment, falsehood and major omissions. The signatures and seals on the documents are true. If the documents and materials are copies or copies, they are consistent and consistent with the original or the original.
3. For the fact that it is very important to issue this legal opinion and cannot be supported by independent evidence, the exchange issues legal opinions based on the supporting documents issued by relevant government departments, Gcl System Integration Technology Co.Ltd(002506) or other relevant units. 4. Our lawyers only express opinions on the legal issues related to the cancellation of the company's options, and do not express opinions on non legal issues such as professional matters such as accounting, finance and audit, and the rationality of the exercise of the incentive plan and the lifting of restrictions on sales, stock value, assessment standards and so on. The quotation of some data and conclusions in the relevant accounting statements, audit reports and the incentive plan in this legal opinion does not mean that the exchange or its lawyers make any express or implied guarantee for the authenticity and accuracy of such data or conclusions. The firm and its lawyers are not properly qualified to verify and evaluate such data.
5. The exchange agrees to take this legal opinion as one of the necessary legal documents for Gcl System Integration Technology Co.Ltd(002506) this cancellation of options, report it together with other materials, and bear the responsibility for the legal opinion issued in accordance with the law.
6. Our lawyers agree that Gcl System Integration Technology Co.Ltd(002506) in the relevant documents prepared by Gcl System Integration Technology Co.Ltd(002506) in order to implement the cancellation option, the relevant contents of this legal opinion shall be quoted in whole or in part, but the above quotation shall not lead to legal ambiguity or misinterpretation due to quotation.
7. This legal opinion is only for the purpose of the company's cancellation of the option, and shall not be used for any other purpose without the prior written consent of the exchange.
8. The firm and its lawyers have not authorized any unit or individual to make any explanation or explanation on this legal opinion.
interpretation
Unless otherwise explained or specified in the context, the following words have the following meanings in this legal opinion:
Meaning of words
The company, Gcl System Integration Technology Co.Ltd(002506) refers to Gcl System Integration Technology Co.Ltd(002506)
Shanghai jintiancheng (Suzhou) law firm
This incentive plan refers to Gcl System Integration Technology Co.Ltd(002506) phase I stock option and restricted stock incentive plan
Incentive plan (Draft) refers to the incentive plan for Gcl System Integration Technology Co.Ltd(002506) first stock option and restricted stock (Draft)
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 articles of association refers to the Gcl System Integration Technology Co.Ltd(002506) articles of association
CSRC refers to the China Securities Regulatory Commission
Stock exchange refers to Shenzhen Stock Exchange
Yuan means RMB yuan
Text
1、 Approval and authorization of this cancellation option
(I) on January 5, 2018, the company held the 18th meeting of the 4th board of directors, deliberated and approved the proposal on Gcl System Integration Technology Co.Ltd(002506) first phase stock option and restricted stock incentive plan (Draft) and its summary, and the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to the first phase stock option and restricted stock incentive plan of the company. The independent directors of the company expressed independent opinions on the incentive plan (Draft) and its summary. On the same day, the company held the 6th meeting of the 4th board of supervisors, deliberated and adopted the proposal on Gcl System Integration Technology Co.Ltd(002506) first stock option and restricted stock incentive plan (Draft) and its summary. On January 12, 2018, the company held the 19th meeting of the 4th board of directors, deliberated and adopted the proposal on adjusting the partial authorization of the company's first stock option and restricted stock incentive plan.
On the same day, the board of directors of the company submitted the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company's first stock option and restricted stock incentive plan, which had been deliberated and adjusted by the Fourth Board of directors, to the first extraordinary general meeting of shareholders of the company in 2018 for deliberation.
(II) on January 25, 2018, the company held the first extraordinary general meeting of shareholders in 2018, deliberated and approved the proposal on Gcl System Integration Technology Co.Ltd(002506) first phase stock option and restricted stock incentive plan (Draft) and its summary, and the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to the first phase stock option and restricted stock incentive plan of the company, Approve the company to implement the incentive plan and authorize the board of directors to handle matters related to the incentive plan.
(III) on March 7, 2022, the company held the 13th meeting of the 5th board of directors, deliberated and adopted the proposal on cancellation of some stock options under the first stock option and restricted stock incentive plan. The independent directors of the company expressed independent opinions on the cancellation of options and agreed to cancel some stock options.
(IV) on March 7, 2022, the 9th meeting of the 5th board of supervisors of the company deliberated and adopted the proposal on cancellation of some stock options under the first stock option and restricted stock incentive plan.
Based on the above, our lawyers believe that as of the date of issuance of this legal opinion, the company has obtained the necessary approval and authorization at this stage, which is in line with the relevant provisions of the management measures and the incentive plan (Draft). The company still needs to perform relevant information disclosure obligations and go through cancellation procedures for this cancellation of options. 2、 About the cancellation of this option
According to the proposal on the cancellation of some stock options under the first stock option and restricted stock incentive plan deliberated and adopted at the 13th meeting of the Fifth Board of Directors provided by the company and the instructions of the company, the second exercise period of the reserved grant part is from March 8, 2021 to January 14, 2022, and ends on March 7, 2022, In the second exercise period of the reserved grant part, 1016000 stock options were not exercised when they expired. According to Article 32 of the measures for the administration of equity incentive of listed companies, after each exercise period of stock options, the current stock options of the incentive object that have not been exercised shall be terminated, and the company shall cancel them in time. Based on the above reasons, the company plans to cancel 1016000 stock options that have not been exercised at the expiration of the second exercise period.
Based on the above, our lawyers believe that the cancellation of the company's option this time complies with the relevant provisions of the management measures and the incentive plan (Draft).
3、 Concluding observations
In conclusion, our lawyers believe that as of the date of issuance of this legal opinion, the company has obtained the necessary approval and authorization at this stage, which is in line with the relevant provisions of the management measures and the incentive plan (Draft); The company still needs to perform relevant information disclosure obligations and go through cancellation procedures for this cancellation of options; The cancellation of the company's options this time complies with the relevant provisions of the management measures and the incentive plan (Draft). This legal opinion is made in quintuplicate and has the same legal effect.
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