Beijing Guofeng law firm
Legal opinion on Shenzhen New Land Tool Planning &Architectural Design Co.Ltd(300778) 2022 restricted stock incentive plan (gflzz [2022] No. an031-1)
Beijing Guofeng law firm
GrandwayLawOffices
7 / F, news building, No. 26, Jianguomen inner street, Dongcheng District, Beijing zip code: 100005
Tel: 01088004488 / 66090088 Fax: 01066090016
catalogue
interpretation...... two
1、 The subject qualification of this incentive plan four
2、 The legal compliance of the main contents of this incentive plan six
3、 The legal procedures involved in this incentive plan twenty-two
4、 Determination of incentive object twenty-four
5、 Information disclosure of this incentive plan twenty-four
6、 The company does not provide financial assistance for incentive objects twenty-five
7、 The impact of this incentive plan on the interests of the company and all shareholders twenty-five
8、 Avoidance of voting by related Directors twenty-six
9、 Concluding observations twenty-six
interpretation
In this legal opinion, unless the context otherwise requires, the following words or abbreviations have the following meanings:
Shenzhen New Land Tool Planning &Architectural Design Co.Ltd(300778) / company refers to Shenzhen New Land Tool Planning &Architectural Design Co.Ltd(300778)
This incentive plan / this incentive refers to Shenzhen New Land Tool Planning &Architectural Design Co.Ltd(300778) 2022 restricted stock incentive plan and ticket incentive plan
Incentive plan (Draft) refers to the Shenzhen New Land Tool Planning &Architectural Design Co.Ltd(300778) 2022 restricted stock incentive plan (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 Shenzhen New Land Tool Planning &Architectural Design Co.Ltd(300778) articles of association
Listing Rules refers to the Shenzhen Stock Exchange GEM Listing Rules (revised in December 2020)
Regulatory guide No. 1 refers to the self regulatory guide No. 1 - business handling of companies listed on the gem of Shenzhen Stock Exchange
According to the provisions of the incentive plan (Draft), the incentive objects of the company receiving restricted shares refer to senior managers, core technical / business personnel and other core backbones (including subsidiaries)
CSRC refers to the China Securities Regulatory Commission
Shenzhen stock exchange refers to Shenzhen Stock Exchange
General meeting of shareholders refers to the general meeting of Shenzhen New Land Tool Planning &Architectural Design Co.Ltd(300778) shareholders
Board of directors refers to Shenzhen New Land Tool Planning &Architectural Design Co.Ltd(300778) board of directors
Board of supervisors refers to Shenzhen New Land Tool Planning &Architectural Design Co.Ltd(300778) board of supervisors
Beijing Guofeng law firm
Yuan and 10000 yuan refer to RMB yuan and 10000 yuan
Beijing Guofeng law firm
About Shenzhen New Land Tool Planning &Architectural Design Co.Ltd(300778)
Legal opinion on restricted stock incentive plan in 2022
Gflzz [2022] an031-1
To: Shenzhen New Land Tool Planning &Architectural Design Co.Ltd(300778)
According to the lawyer service agreement signed between the exchange and Shenzhen New Land Tool Planning &Architectural Design Co.Ltd(300778) the exchange accepts Shenzhen New Land Tool Planning &Architectural Design Co.Ltd(300778) entrustment to act as the special legal adviser of Shenzhen New Land Tool Planning &Architectural Design Co.Ltd(300778) this incentive plan. In accordance with the company law, securities law, administrative measures, regulatory guide No. 1 and other relevant laws, regulations, rules and normative documents, as well as the relevant provisions of the articles of association, This legal opinion is issued on matters related to this incentive plan in accordance with the business standards, ethics and diligence recognized by the lawyer industry.
In order to issue this legal opinion, our lawyers have verified and verified the following facts and legal documents related to the incentive plan (hereinafter referred to as "inspection"):
1. Subject qualification of this incentive plan;
2. The legality and compliance of the main contents of this incentive plan;
3. Legal procedures involved in this incentive plan;
4. Determination of incentive objects;
5. Information disclosure of this incentive plan;
6. The company does not provide financial assistance for incentive objects;
7. The impact of this incentive plan on the interests of the company and all shareholders;
8. Withdrawal of related directors from voting.
For the issuance of this legal opinion, our lawyer hereby makes the following statement:
1. Our lawyers only express legal opinions on the facts that have occurred or exist before the date of issuance of this legal opinion in accordance with the current effective laws, regulations and normative documents of China;
2. In accordance with the provisions of the securities law, the measures for the administration of law firms engaging in securities legal business 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, our lawyers have strictly performed their statutory duties, followed the principles of diligence and good faith, and conducted full 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;
3. Our lawyer agrees that Shenzhen New Land Tool Planning &Architectural Design Co.Ltd(300778) will submit this legal opinion as a necessary legal document for this incentive plan together with other materials, and be responsible for this legal opinion according to law;
4. For the fact that this legal opinion is very important and cannot be supported by independent evidence, our lawyers rely on the supporting documents, testimony or copies of documents issued or provided by relevant government departments, companies, other relevant units or relevant persons to issue legal opinions;
5. Shenzhen New Land Tool Planning &Architectural Design Co.Ltd(300778) has guaranteed that it has provided all the factual materials, approval documents, certificates and other relevant documents necessary for the issuance of this legal opinion to the lawyers of this firm. All documents are true, legal, valid and complete without any false records, misleading statements or major omissions. All signatures and seals on the documents are true, All copies or duplicates are completely consistent with the original or the original;
6. Our lawyers have reviewed and judged all documents and testimony related to the issuance of this legal opinion, and issued legal opinions accordingly.
In accordance with the provisions of relevant laws, regulations, rules and normative documents, and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, our lawyers have verified the documents and relevant facts related to the incentive plan provided by Shenzhen New Land Tool Planning &Architectural Design Co.Ltd(300778) and hereby issue the following legal opinions:
1、 Subject qualification of this incentive plan
(I) Shenzhen New Land Tool Planning &Architectural Design Co.Ltd(300778) legally established and validly existing
1. According to the industrial and commercial registration data of Shenzhen New Land Tool Planning &Architectural Design Co.Ltd(300778) , Shenzhen New Land Tool Planning &Architectural Design Co.Ltd(300778) is a joint stock limited company established by Shenzhen Shenzhen New Land Tool Planning &Architectural Design Co.Ltd(300778) planning and Architectural Design Co., Ltd.
2. According to the reply on approving Shenzhen New Land Tool Planning &Architectural Design Co.Ltd(300778) initial public offering and listing on the gem (zjxk [2019] No. 784) issued by the CSRC and the announcement on listing and trading of Shenzhen New Land Tool Planning &Architectural Design Co.Ltd(300778) shares on the gem issued by the Shenzhen Stock Exchange on May 8, 2019, the company's shares were listed and traded on the gem of the Shenzhen Stock Exchange on May 10, 2019, The stock is abbreviated as " Shenzhen New Land Tool Planning &Architectural Design Co.Ltd(300778) " and the stock code is " Shenzhen New Land Tool Planning &Architectural Design Co.Ltd(300778) ".
3. According to the business license of Shenzhen New Land Tool Planning &Architectural Design Co.Ltd(300778) currently held by Shenzhen municipal market supervision administration and the lawyer of this firm's inquiry into the national enterprise credit information publicity system, the basic information of Shenzhen New Land Tool Planning &Architectural Design Co.Ltd(300778) is as follows:
Name Shenzhen New Land Tool Planning &Architectural Design Co.Ltd(300778) Shenzhen New Land Tool Planning &Architectural Design Co.Ltd(300778)
The registered capital is 125 million yuan
Unified social credit code 914403 Yorhe Fluid Intelligent Control Co.Ltd(002795) 212083
Address: 10th floor, Shenzhen New Land Tool Planning &Architectural Design Co.Ltd(300778) building, No. 39, Qinglin Middle Road, central city, Longgang District, Shenzhen
Legal representative: Zhang Chunjie
Date of establishment: March 22, 1993
Long term business term
Business scope planning, architecture, municipal road and bridge design; Interior decoration engineering design; Engineering consulting; Own property
Leasing industry
According to the relevant laws, regulations, rules, normative documents, the articles of association, the written instructions issued by Shenzhen New Land Tool Planning &Architectural Design Co.Ltd(300778) and the information publicly disclosed, and the lawyers of the firm inquire the China executive information disclosure website（ http://zxgk.court.gov.cn./ ）, China referee document network（ http://wenshu.court.gov.cn./ ）Credit China（ http://www.creditchina.gov.cn./ ）National enterprise credit information publicity system（ http://www.gsxt.gov.cn./ ）. China Securities Regulatory Commission（ http://www.c
(II) the company is not allowed to implement equity incentive
According to the articles of association, the information publicly disclosed by Shenzhen New Land Tool Planning &Architectural Design Co.Ltd(300778) public, the 2020 audit report issued by Lixin Certified Public Accountants (special general partnership) (Xin Kuai Shi Bao Zi [2021] No. zi10279), and the written statement issued by the company, which have been verified by the lawyers of the firm, Shenzhen New Land Tool Planning &Architectural Design Co.Ltd(300778) there are no following circumstances under which equity incentive shall not be implemented as stipulated in Article 7 of the administrative measures:
1. The financial 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 the 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 shall not be implemented according to laws and regulations;
5. Other circumstances recognized by the CSRC.
In conclusion, our lawyers believe that Shenzhen New Land Tool Planning &Architectural Design Co.Ltd(300778) is a joint stock limited company established according to law and listed on the gem of Shenzhen Stock Exchange. Shenzhen New Land Tool Planning &Architectural Design Co.Ltd(300778) survives effectively according to law, and there is no situation that leads to its termination, and there is no situation that equity incentive shall not be implemented as stipulated in Article 7 of the administrative measures, so it has the subject qualification to implement this incentive plan.
2、 Legal compliance of the main contents of this incentive plan
On March 9, 2022, the company held the 15th meeting of the second board of directors, The meeting deliberated and adopted the proposal on the company's restricted stock incentive plan for 2022 (Draft) and its summary, the proposal on the company's measures for the implementation and assessment of the restricted stock incentive plan for 2022, and the proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to the restricted stock incentive plan for 2022 According to the provisions of relevant laws, regulations, rules and normative documents, our lawyers checked the main contents of the incentive plan (Draft) and expressed the following opinions:
(I) main contents of incentive plan (Draft)
The purpose of the incentive plan, the management organization of the incentive plan, the basis and scope for determining the incentive object, the specific contents of the incentive plan, the implementation of the incentive plan, the granting of the incentive plan and the procedures for lifting the restriction / ownership, change and termination of the incentive object, the adjustment methods and procedures of the incentive plan, the accounting treatment of restricted shares Other rights and obligations of the company / incentive object, and the handling of this incentive plan in case of any change of the company / incentive object.
After examination, our lawyers believe that the content of the incentive plan (Draft) covers the matters required to be specified in Article 9 of the administrative measures and section 4 of Chapter 8 of the listing rules.
(II) incentive objects of this incentive plan
1. Determination basis of incentive object
(1) Legal basis for determining incentive objects
According to the incentive plan (Draft), the incentive objects of this incentive plan are determined according to the company law, securities law, administrative measures, listing rules, regulatory guide No. 1 and other relevant laws, regulations, normative documents and the relevant provisions of the articles of association, in combination with the actual situation of the company.
(2) Job basis for determining incentive objects
According to the incentive plan (Draft), the incentive object of this incentive plan is the public
