Beijing Hairun Tianrui law firm
about
Wuhan Ligong Guangke Co.Ltd(300557)
Implementation of restricted stock incentive plan (Draft) in 2021
Legal opinion
Beijing, China
17 / F, broadcasting building, No. a 14, Jianwai street, Chaoyang District postcode: 100022
Tel: (010) 65219696 Fax: (010) 88381869 December 2001
catalogue
1、 Conditions for the company to implement this incentive plan 5 II. Main contents of this incentive plan 6 III. preparation, deliberation, publicity and other procedures of this incentive plan 17 IV. determination of incentive objects 18 v. performance of the company's information disclosure obligations 19 VI. the company did not provide financial assistance to the incentive object 19 VII. There is no situation that damages the interests of the company and shareholders or violates laws and administrative regulations 20 VIII. Withdrawal of encouraged directors or related directors from voting 20 IX. concluding observations twenty
interpretation
In this legal opinion, unless the context otherwise requires, the following terms have the following meanings:
The issuer and the company refer to Wuhan Ligong Guangke Co.Ltd(300557) , which is renamed from "Gongda optical fiber" to joint stock company and Wuhan Ligong Guangke Co.Ltd(300557) .
China information technology group refers to China information and Communication Technology Group Co., Ltd
Wuhan University of Technology Technology Corporation refers to the science and Technology Development Corporation of Wuhan University of Technology (the name is changed to Wuhan University of Technology Industry Group Co., Ltd.)
Beixin group refers to Beijing New Building Materials Public Limited Company(000786)
Zegu venture capital refers to Shenzhen zegu Venture Capital Co., Ltd. (the name is changed to Shenzhen Shenzhen New Industries Biomedical Engineering Co.Ltd(300832) Venture Capital Co., Ltd.)
Shuanghuan technology refers to Hubei Shuanghuan technology development and Investment Co., Ltd. (the name is changed to Hubei Shuanghuan Technology Development Co., Ltd.)
Huguang sensor refers to Wuhan Huguang sensor Co., Ltd
Sanlian hydropower refers to Wuhan Sanlian hydropower Control Equipment Co., Ltd. (the name is changed to Wuhan Sanlian hydropower Control Equipment Co., Ltd.)
Development Center refers to Wuhan Economic and technological market development center
This plan and this incentive plan refer to Wuhan Ligong Guangke Co.Ltd(300557) 2021 restricted stock incentive plan
Incentive plan refers to the Wuhan Ligong Guangke Co.Ltd(300557) 2021 restricted stock incentive plan (Draft)
Incentive objects refer to the employees of the company who obtain restricted shares in accordance with the provisions of the incentive plan
Articles of association means the Wuhan Ligong Guangke Co.Ltd(300557) articles of association
Company law means the company law of the people's Republic of China
Securities Law means the securities law of the people's Republic of China
The Administrative Measures refer to the administrative measures for equity incentive of listed companies
Listing Rules refers to the Listing Rules of Shenzhen Stock Exchange gem (revised in 2020)
Business guide refers to the guide for business handling of GEM listed companies No. 5 - equity incentive
Excitation
The assessment management measures refer to the assessment management measures for the implementation of Wuhan Ligong Guangke Co.Ltd(300557) 2021 restricted stock incentive plan
Securities business management office refers to the measures for the administration of securities legal business by law firms
Law
The practicing rules for lawyers refer to the practicing rules for securities legal business of law firms (for Trial Implementation)
SASAC refers to the state owned assets supervision and Administration Commission of the State Council
CSRC refers to the China Securities Regulatory Commission
Shenzhen Stock Exchange / stock exchange refers to Shenzhen Stock Exchange
Yuan means RMB yuan
Beijing Hairun Tianrui law firm's legal opinion on Wuhan Ligong Guangke Co.Ltd(300557) Co., Ltd. refers to the company's 2021 restricted stock incentive plan (Draft)
Beijing Hairun Tianrui law firm
About Wuhan Ligong Guangke Co.Ltd(300557)
Restricted stock incentive plan for 2021 (Draft)
Legal opinion
To: Wuhan Ligong Guangke Co.Ltd(300557)
The exchange accepts the entrustment of Wuhan Ligong Guangke Co.Ltd(300557) to act as the special legal adviser of Wuhan Ligong Guangke Co.Ltd(300557) this incentive plan. The lawyer of the firm issues this legal opinion on Wuhan Ligong Guangke Co.Ltd(300557) this incentive plan and related matters in accordance with the company law, securities law, administrative measures and other relevant laws, regulations and normative documents.
For this legal opinion, our lawyer declares as follows:
1. In accordance with the provisions of the securities law, the measures for the administration of lawyers' securities business, the rules for lawyers' practice and other laws and regulations, 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 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.
2. In order to issue this legal opinion, we have obtained Wuhan Ligong Guangke Co.Ltd(300557) assurance that the documents, materials, statements and explanations provided by the company to us are complete, true and effective, and all facts and documents sufficient to affect this legal opinion have been disclosed to us without any concealment or major omission; All signatures and seals in the documents provided by the company are true, and the copies, copies or faxes of the documents are consistent with the original.
3. The exchange agrees to take this legal opinion as a necessary legal document for this incentive plan and bear corresponding legal liabilities for the legal opinion issued according to law. This legal opinion is only Wuhan Ligong Guangke Co.Ltd(300557) used for the purpose of this incentive plan, and shall not be used for any other purpose without the consent of the exchange.
4. This legal opinion only expresses legal opinions on legal matters related to this incentive plan, and does not express opinions on other professional matters. If other professional matters are involved, they are quoted in strict accordance with the reports issued by relevant intermediaries, which does not mean that the exchange has verified or made any guarantee for the authenticity and accuracy of these contents.
According to the above, our lawyers, in accordance with the requirements of Article 19 of the securities law and in accordance with the business standards, ethics and diligence recognized by the lawyer industry, issue the following legal opinions on the incentive plan and related matters:
1、 Conditions for the company to implement this incentive plan
(i) Wuhan Ligong Guangke Co.Ltd(300557) is a joint stock limited company established according to law and listed on the gem of Shenzhen Stock Exchange
According to the description of the joint stock company and the verification of our lawyers, the joint stock company was originally named optical fiber of China University of technology, It was approved by the economic system reform commission of Hubei Province on August 14, 2000 (2000) approved by Document No. 43, Wuhan University of Technology Corporation, as the main sponsor, jointly initiated and established a joint stock limited company on August 29, 2000 by natural person Jiang Desheng and nine legal persons including Beixin group, Hubei investment company, zegu venture capital, Hubei instrument and meter company, Shuanghuan technology, Wuhan construction investment company, Huguang sensor, Sanlian hydropower and development center Officially established. On October 14, 2016, with the approval of the CSRC in the document zjxk [2016] No. 2361, the joint stock company publicly issued 14 million RMB common shares and was listed on the Shenzhen Stock Exchange on November 1, 2016.
The joint stock company currently holds the business license with the unified social credit code of 9142010072466171x0 issued by the market supervision and Administration Bureau of Wuhan East Lake New Technology Development Zone. Its legal address is the science and Technology Park of Wuhan University of technology, Wuhan East Lake Development Zone. Its legal representative is he Shuping, with a registered capital of 55.66854 million yuan. Its business scope is: general projects: optical fiber sensing Development, technical service and consultation of instruments, optical mechanical and electrical parts, computer software and hardware and other technologies and products, product manufacturing and sales; Undertake the installation and maintenance of automation system engineering and computer network engineering; Production and sales of automatic office equipment, electromechanical equipment, instruments and electronic products; Sales of steel, steel charge, building materials, hardware and electricity, and computer; Mechanical equipment installation and maintenance; Operate the export business of the self-produced products and technologies of the enterprise; Act as an agent for the export of products produced by transferring the technology developed by the enterprise to other enterprises; Operate the import business of raw and auxiliary materials, instruments and meters, mechanical equipment, spare parts and technologies required for production and scientific research of the enterprise; Operate the "three supplies and one compensation" business of incoming material processing; Development, production and sales of fire fighting equipment; Design, manufacture and installation of fire engineering; Sales of fire fighting equipment; Maintenance and repair of fire fighting equipment; Special electronic equipment (automatic fire alarm equipment and fire linkage control equipment, building electrical equipment, automatic fire extinguishing equipment, building automation control equipment, intelligent equipment in residential area, visual intercom equipment, emergency evacuation equipment, electrical fire equipment, fire remote monitoring and control equipment), monitoring instruments R & D, production, sales and technical services of (combustible gas detection and alarm equipment); upgrading and transformation of fire protection system; construction of fire protection facilities engineering, building intelligence engineering, building electromechanical engineering, electromechanical installation engineering and power transmission and transformation engineering; construction labor subcontracting; fire protection system monitoring services (except for the projects subject to approval according to law, the company shall independently carry out business activities according to law with its business license).
Our lawyers believe that Wuhan Ligong Guangke Co.Ltd(300557) is a joint stock limited company established according to law and listed on the gem of Shenzhen Stock Exchange; According to the laws, regulations, normative documents and the articles of association, Wuhan Ligong Guangke Co.Ltd(300557) effectively exists according to law, and there is no situation requiring termination specified in laws, regulations, normative documents and the articles of association. （2） Wuhan Ligong Guangke Co.Ltd(300557) there is no situation that equity incentive plan shall not be implemented as stipulated in the management measures
According to the audit report (xksbz [2021] No. ze10233), internal control assurance report (xksbz [2021] No. ze10234), Wuhan Ligong Guangke Co.Ltd(300557) 2020 annual report and the commitment issued by Wuhan Ligong Guangke Co.Ltd(300557) issued by Lixin Certified Public Accountants (special general partnership) on April 23, 2021, the company does not have the management measures The following circumstances under which the equity incentive plan shall not be implemented as stipulated in Article 7:
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.
In conclusion, our lawyers believe that Wuhan Ligong Guangke Co.Ltd(300557) is a joint stock limited company established and validly existing according to law. As of the issuance date of this legal opinion, Wuhan Ligong Guangke Co.Ltd(300557) there is no situation that equity incentive plan shall not be implemented as stipulated in Article 7 of the administrative measures, which meets the conditions for the implementation of this incentive plan.
2、 Main contents of this incentive plan
On December 29, 2021, Wuhan Ligong Guangke Co.Ltd(300557) held the 13th meeting of the seventh board of directors, deliberated and passed the proposal on the company's 2021 restricted stock incentive plan (Draft) and its summary and other proposals related to this incentive plan.
According to the incentive plan and other relevant documents, the main contents of the incentive plan are as follows:
(i) Purpose of this incentive plan
1. Further improve the corporate governance structure, establish and continuously improve the interest balance mechanism of shareholders, management and executive;
2. Establish shareholders, company and employees
