Jiangsu Litai law firm
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Jiangsu Litai law firm
About Suzhou Slac Precision Equipment Co.Ltd(300382)
Implementation of restricted stock incentive plan (Draft) in 2021
Legal opinion
December, 2001
catalogue
1、 The company’s main qualification for implementing this incentive plan 6 II. Main contents and compliance of this incentive plan 7 III. legal procedures involved in this incentive plan 18 IV. incentive objects of this incentive plan V. information disclosure of this incentive plan Vi. the company did not provide financial support for the incentive object 21 VII. Impact of this incentive plan on the interests of the company and all shareholders 21 VIII. Avoidance of voting by related Directors 22 IX. concluding comments twenty-two
interpretation
In this legal opinion, unless the context otherwise requires, the following words or abbreviations have the following meanings:
Abbreviation – meaning
Jiangsu Litai law firm
Suzhou Slac Precision Equipment Co.Ltd(300382) / listed company / company refers to Suzhou Slac Precision Equipment Co.Ltd(300382)
Incentive plan (Draft) Suzhou Slac Precision Equipment Co.Ltd(300382) 2021 restricted stock incentive plan (Draft) refers to
Legal opinion, legal opinion of Jiangsu Litai law firm on Suzhou Slac Precision Equipment Co.Ltd(300382) 2021 restricted stock incentive plan (Draft)
This incentive plan / this plan refers to Suzhou Slac Precision Equipment Co.Ltd(300382) 2021 restricted stock incentive plan
Restricted stocks and class II restricted stocks refer to the shares of listed companies that meet the grant conditions of the incentive plan and obtain the merger stock registration in batches after meeting the corresponding attribution conditions
The incentive object is the middle-level management personnel and technical (business) phalangeal stem personnel of the company (including subsidiaries) who obtain restricted shares in accordance with the provisions of the plan
The grant date refers to the date on which the listed company grants restricted shares to the incentive object, and the grant date must be the trading day
Grant price refers to the price of each restricted stock granted by the company to the incentive object
Validity period refers to the period from the date of grant of restricted shares to the date when all the restricted shares granted to the incentive object are vested or invalid
Attribution refers to the behavior that the listed company registers its shares in the account of the incentive object after the incentive object meets the benefit conditions
Vesting conditions refer to the benefit conditions established by the restricted stock incentive plan and the incentive object needs to meet in order to obtain the incentive stock
Vesting date refers to the date on which the authorized shares are registered after the restricted stock incentive object meets the benefit conditions. It must be the trading day
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 (revised in 2018)
Listing Rules refer to Shenzhen Stock Exchange GEM Listing Rules (revised in December 2020)
Business management guide refers to business management guide for companies listed on GEM No. 5 – equity incentive
Articles of association means the Suzhou Slac Precision Equipment Co.Ltd(300382) articles of association
CSRC refers to the China Securities Regulatory Commission
Shenzhen stock exchange refers to Shenzhen Stock Exchange
RMB / 10000 refers to RMB / 10000
Jiangsu Litai law firm
About Suzhou Slac Precision Equipment Co.Ltd(300382)
Implementation of restricted stock incentive plan (Draft) in 2021
Legal opinion
To: Suzhou Slac Precision Equipment Co.Ltd(300382)
Jiangsu Litai law firm (hereinafter referred to as “the firm”) accepts the entrustment of Suzhou Slac Precision Equipment Co.Ltd(300382) (hereinafter referred to as ” Suzhou Slac Precision Equipment Co.Ltd(300382) ” or “the company”) to act as a special legal adviser on the Suzhou Slac Precision Equipment Co.Ltd(300382) 2021 restricted stock incentive plan (Draft) (hereinafter referred to as “the incentive plan”) to be implemented by the company.
In accordance 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 “administrative measures”) issued by the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”) The Shenzhen Stock Exchange GEM Listing Rules (revised in December 2020) (hereinafter referred to as the Listing Rules), the guide for business handling of GEM listed companies No. 5 – equity incentive (hereinafter referred to as the “guide for business handling No. 5”) and the Suzhou Slac Precision Equipment Co.Ltd(300382) articles of Association (hereinafter referred to as the “articles of association”) and other relevant provisions, This legal opinion is issued on this incentive plan. The exchange issues legal opinions in accordance with the facts that have occurred or exist before the date of issuance of this legal opinion, China’s current laws, administrative regulations, departmental rules and other normative documents and the relevant provisions of the articles of association. The issuance of this legal opinion has been guaranteed by the company as follows:
1. All documents, materials, statements and explanations provided by the company to the exchange are complete, true and valid, and all facts and documents sufficient to affect this legal opinion have been disclosed to the exchange without any concealment or major omission.
2. All signatures and seals in the documents provided by the company are authentic, and the copies, copies or scanned copies of the documents are consistent with the original.
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 (for Trial Implementation), 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 and followed the principles of diligence and good faith, It has conducted sufficient verification and verification to 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 shall bear corresponding legal liabilities.
The exchange agrees to take this legal opinion as one of the necessary documents of the company’s incentive plan and report or announce it together with other materials.
The exchange agrees that the company shall quote the relevant contents of this legal opinion in the relevant documents prepared for the implementation of this incentive plan, but when the company makes the above quotation, it shall not cause legal ambiguity or misinterpretation due to the quotation. The exchange has the right to review and confirm the corresponding contents of the above relevant documents again.
This legal opinion is only used by the company for the purpose of this incentive plan and shall not be used for any other purpose.
In accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, the firm issues the following legal opinions:
1、 The company is qualified to implement the incentive plan
(i) Company subject qualification
The company is a joint stock limited company wholly changed and established by Suzhou Suzhou Slac Precision Equipment Co.Ltd(300382) precision equipment Co., Ltd. in accordance with the company law and other relevant regulations. It was registered with Suzhou administration for Industry and Commerce on July 28, 2009.
With the approval of zjxk [2014] No. 67 document of China Securities Regulatory Commission, the company issued no more than 15390000 ordinary shares to the public for the first time, and the company actually issued 13309247 shares. The company’s shares were listed and traded on the gem of Shenzhen Stock Exchange on January 29, 2014. The stock is abbreviated as ” Suzhou Slac Precision Equipment Co.Ltd(300382) ” and the stock code is 300382.
Business license of 91320500755883972b; After verification, the company is a joint stock limited company (invested and listed in Hong Kong, Macao and Taiwan), with a registered capital of RMB 580381337 (as of the date of issuance of this legal opinion), the legal representative is an Xu, and the domicile is No. 621, Shixu Road, Xukou Town, Wuzhong District, Suzhou. （2） The company is not allowed to implement this incentive plan
According to the documents publicly disclosed by the company and the audit report no. Sugong w [2021] a708 and verified by our lawyers, as of the date of issuance of this legal opinion, Suzhou Slac Precision Equipment Co.Ltd(300382) there is no following situation that the equity incentive plan shall not be implemented as stipulated in Article 7 of the management measures:
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, the exchange believes that the company is a joint stock limited company (listed) established and legally existing according to law, has no circumstances requiring termination in accordance with laws, regulations and the articles of association, has the subject qualification for the implementation of the incentive plan specified in the management measures, and has no circumstances that the equity incentive plan shall not be implemented specified in Article 7 of the management measures, Have the subject qualification to implement the incentive plan.
2、 Main contents and compliance of this incentive plan
(i) Main items specified in the incentive plan (Draft)
On December 30, 2021, Suzhou Slac Precision Equipment Co.Ltd(300382) the third meeting of the Fifth Board of directors considered and adopted the
<公司 2021 年限制性股票激励计划（草案）>
Its main contents include the purpose and principle of the incentive plan, the management organization of the incentive plan, the scope of incentive objects, the verification of incentive objects, the incentive mode and stock source of the incentive plan, the number of restricted shares granted, the distribution of restricted shares granted to the incentive objects, the validity period of the incentive plan, the grant date Vesting arrangement and lock up period, granting price of restricted shares, determination method of granting price of restricted shares, granting and vesting conditions of the incentive plan, adjustment methods and procedures of the incentive plan, accounting treatment of restricted shares, implementation procedures of the incentive plan of restricted shares, respective rights and obligations of the company / incentive objects Handling of changes in the company / incentive object, etc.
Our lawyers believe that the main matters specified in the incentive plan (Draft) comply with the provisions of Article 9 of the administrative measures.
（2） Determination basis and scope of incentive objects
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 in accordance with the company law, securities law, administrative measures, listing rules, business handling guide and other relevant laws, administrative regulations, normative documents and the articles of association, in combination with the actual situation of the company.
(2) Job basis for determining incentive objects
The incentive objects granted by the incentive plan are the middle-level managers and technical (business) backbone personnel of the company (including branches / subsidiaries), excluding directors (including independent directors), supervisors and senior managers, shareholders or actual controllers who individually or jointly hold more than 5% of the shares of the company and their spouses, parents and children.
2. Scope of incentive objects
According to the incentive plan (Draft), there are 69 incentive objects involved in the first award of the incentive plan, including:
(1) Middle management of the company;
(2) Technical (business) backbone personnel of the company.
All incentive objects must have employment or labor relations with the company or its branches / subsidiaries when the company grants restricted shares and within the assessment period specified in the incentive plan. The incentive objects involved in the incentive plan shall not be unable to participate in the equity incentive plan of the listed company as stipulated in relevant laws, administrative regulations and normative documents.
3. Can not become the incentive object
According to the incentive plan (Draft), personnel with the following circumstances cannot become incentive objects:
(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;
