Beijing Yingke (Shenzhen) law firm
About
Shenzhen Refond Optoelectronics Co.Ltd(300241)
2022 stock option and restricted stock incentive plan
of
Legal opinion
Floor 3, block B, Rongchao business center, 6003 Yitian Road, Futian District, Shenzhen
March, 2002
catalogue
catalogue 1 interpretation 1 text 5 I. The company’s main qualification for implementing the incentive plan 5 II. Main contents of this incentive plan 6 III. legal procedures involved in the implementation of this incentive plan 25 IV. information disclosure of this incentive plan 26 v. the company did not provide financial support for the incentive object 27 VI. there is no obvious damage to the interests of the company and all shareholders or violation of relevant laws and administrative regulations in this incentive plan 27 VII. Avoidance of voting by related Directors 28 VIII. Concluding comments twenty-eight
interpretation
In this legal opinion, unless otherwise specified, the following abbreviations have the following specific meanings: Shenzhen Refond Optoelectronics Co.Ltd(300241) , company, refers to Shenzhen Refond Optoelectronics Co.Ltd(300241)
listed company
This incentive plan refers to 3 Hunan Hansen Pharmaceutical Co.Ltd(002412) 022 stock option and restriction plan and this incentive stock incentive plan
plan
Stock option refers to the right granted by the company to the incentive object to purchase a certain number of shares of the company under predetermined conditions within a certain period of time in the future
Restricted stock refers to a certain number of company shares granted by the company to the incentive object according to the conditions and prices of the incentive plan. Such shares are set with a certain period of restricted sale period. The restricted sale and circulation can be lifted only after reaching the conditions for lifting the restricted sale stipulated in the incentive plan
The articles of association refers to the Shenzhen Refond Optoelectronics Co.Ltd(300241) articles of association
Incentive plan (draft refers to the institutional stock incentive plan of 3 Hunan Hansen Pharmaceutical Co.Ltd(002412) 022 stock options and restrictions) (Draft)
Assessment measures refer to the administrative measures for the assessment of the implementation of stock option and restricted stock incentive plan in 3 Hunan Hansen Pharmaceutical Co.Ltd(002412) 022
Company law means 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
Legal opinion refers to the legal opinion of Beijing Yingke (Shenzhen) law firm on the 2022 stock option and restricted stock incentive plan of Shenzhen Shenzhen Refond Optoelectronics Co.Ltd(300241) subsidiary Co., Ltd
Yingke and the exchange refer to Beijing Yingke (Shenzhen) law firm
CSRC refers to the China Securities Regulatory Commission
Shenzhen stock exchange refers to Shenzhen Stock Exchange
China Securities Depository and Clearing Corporation refers to Shenzhen Branch of China Securities Depository and Clearing Corporation Limited
Yuan and 10000 yuan refer to RMB yuan and 10000 yuan
Beijing Yingke (Shenzhen) law firm
About Shenzhen Refond Optoelectronics Co.Ltd(300241)
Of stock option and restricted stock incentive plan in 2022
Legal opinion
To: Shenzhen Refond Optoelectronics Co.Ltd(300241)
In accordance with the relevant provisions of the company law, securities law, administrative measures and other laws, regulations and normative documents, Beijing Yingke (Shenzhen) law firm has accepted the entrustment of Shenzhen Refond Optoelectronics Co.Ltd(300241) to issue this legal opinion on the company’s 2022 stock option and restricted stock incentive plan. In accordance with the provisions of the securities law, the measures for the administration of securities legal business conducted by law firms and the rules for the practice of securities legal business of law firms (for Trial Implementation) and the facts that have occurred or exist before the date of issuance of this legal opinion, the firm and its 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, and the concluding opinions issued are legal and accurate, without false records, misleading statements or major omissions, and are willing to bear corresponding legal liabilities.
Before issuing this legal opinion, we and our lawyers declare as follows:
1. This legal opinion is issued by our lawyers based on their understanding of the facts and the current laws, regulations and normative documents in China. Our lawyers only express legal opinions based on the legal facts that have occurred before the date of issuance of this legal opinion.
2. The lawyer of the firm has been guaranteed by the company that the copies of all documents and materials provided to the firm are consistent with the original and the copies are consistent with the original; Such documents and materials and all statements and explanations made are complete, true and effective, and there is no concealment, falsehood, major omission or misleading; The documents provided by the company fully reflect the situation and problems that should be reflected; All signatures and seals in the documents are authentic.
3. For the fact that it is very important to issue this legal opinion and cannot be supported by independent evidence, our lawyers rely on the supporting documents and testimony issued by relevant government departments, companies or other relevant units. Our lawyers have reviewed and judged all documents and testimony related to the issuance of this legal opinion, and issued legal opinions accordingly.
4. The exchange only gives opinions on the legal issues related to the incentive plan, and does not give opinions on the rationality of the subject stock value, assessment standards and other issues involved in the incentive plan, as well as non legal professional matters such as audit, evaluation and finance. The reference in this legal opinion to some data and conclusions in relevant audit reports and evaluation reports does not mean that the exchange makes any express or implied guarantee for the authenticity and accuracy of these data and conclusions.
5. The exchange agrees that the company will take this legal opinion as a necessary legal document for the implementation of this incentive plan and make the above report or announcement together with other relevant documents.
6. This legal opinion is only used by the company for the purpose of implementing this incentive plan, and shall not be used for any other purpose without the written consent of the exchange.
This legal opinion is hereby issued by the office and the handling lawyer in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry and on the basis of full verification and verification of the relevant documents and facts provided by the company.
Text
1、 The company is qualified to implement the incentive plan
(I) Shenzhen Refond Optoelectronics Co.Ltd(300241) is a listed company legally established and existing
The company was established on January 24, 2000. According to the reply on approving Shenzhen Refond Optoelectronics Co.Ltd(300241) initial public offering and listing on the gem (zjxk [2011] No. 996) made by the CSRC on June 23, 2011, the company issued no more than 27 million new shares to the public for the first time and listed on the gem of Shenzhen Stock Exchange since July 12, 2011. The shares are referred to as ” Shenzhen Refond Optoelectronics Co.Ltd(300241) ” and the stock code is ” Shenzhen Refond Optoelectronics Co.Ltd(300241) “.
Shenzhen Refond Optoelectronics Co.Ltd(300241) now holds the business license with the unified social credit code of 91440 Jiangsu Canlon Building Materials Co.Ltd(300715) 2666039 issued by Shenzhen market supervision administration. After verification by our lawyers, as of the date of issuance of this legal opinion, its legal representative is Gong Weibin, the total share capital of the company is 68483571300 shares, and its domicile is the sixth floor of Building 1, Tianliao community, Gongming office, Guangming New Area, Shenzhen, Its business scope covers the purchase and sale of electronic products and other Chinese commercial and material supply and marketing industries (excluding franchised, specially controlled and franchised commodities). Setting up industry (specific projects will be reported separately); Import and export business (handled according to the qualification certificate No. 2 Jiangsu Tongrun Equipment Technology Co.Ltd(002150) 1 of smgzz); Production of all kinds of light-emitting diodes, optoelectronic devices, modules; Property leasing; Equipment leasing (excluding financial leasing activities); Intellectual property services (excluding patents); Quality inspection and technical services. The company’s business period is from January 24, 2000 to January 1, 5000.
After verification, as of the date of issuance of this legal opinion, the company’s registration status is “enterprise in operation (business), and the company does not have bankruptcy, dissolution, liquidation or other circumstances that need to be terminated in accordance with the current laws and regulations of China and the articles of association.
In conclusion, our lawyers believe that as of the date of issuance of this legal opinion, the company is a joint stock limited company established and legally existing according to law, and its shares have been listed and traded on the gem of Shenzhen stock exchange according to law. There is no situation that the company should be terminated or dissolved according to laws, regulations, rules, normative documents and the articles of association.
(II) the company is not allowed to implement this incentive plan
According to the Shenzhen Refond Optoelectronics Co.Ltd(300241) 2020 annual audit report (ztsz [2021] No. 441a013043), the Shenzhen Refond Optoelectronics Co.Ltd(300241) internal control assurance report (ztzz [2021] No. 441a008499), the company’s public information disclosure documents and the written commitment issued by the company issued by Zhitong Certified Public Accountants (special general partnership) and properly verified by the lawyers of the firm, The company does not have the following circumstances that prohibit the implementation of equity incentive plan as stipulated in Article 7 of the management measures:
1. The financial and 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 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.
To sum up, our lawyers believe that the company is a listed company established and validly existing according to law, and there is no need to terminate according to the current laws, regulations, rules, normative documents and the articles of Association; In addition, there is no case that equity incentive plan shall not be implemented as stipulated in Article 7 of the management measures, and the company has the subject qualification to implement this incentive plan.
2、 Main contents of this incentive plan
On March 21, 2022, the company held the 22nd Meeting of the 4th board of directors, deliberated and adopted the incentive plan (Draft) and summary and other proposals. Reviewed by our lawyers, the incentive plan (Draft) includes the interpretation, purpose and principle of the incentive plan, the management organization of the incentive plan, the basis and scope for determining the incentive object, the specific content of the incentive plan, the implementation and grant of the incentive plan, the exercise / lifting of the restriction procedure of the incentive object, the respective rights and obligations of the company and the incentive object, and the handling of changes between the company and the incentive object, The settlement mechanism and supplementary provisions of relevant disputes or disputes between the company and incentive objects.
In accordance with the company law, securities law, administrative measures and other relevant provisions, the lawyers of the exchange reviewed the incentive plan item by item as follows:
(I) purpose of this incentive plan
According to the incentive plan (Draft), the purpose of this incentive plan is to further establish and improve the company’s long-term incentive mechanism, attract and retain excellent talents, fully mobilize their enthusiasm and creativity, effectively combine the interests of shareholders, the company and the individual interests of the core team, and make all parties pay common attention to the long-term development of the company.
The lawyers of the firm believe that the incentive plan of the company defines the implementation purpose and complies with the provisions of paragraph 1 of Article 9 of the management measures.
(II) determination of incentive objects in this incentive plan
1. Determination basis of incentive object
(1) Legal basis for determining incentive objects
The incentive objects of this incentive plan are determined in accordance with the company law, securities law, administrative measures, Shenzhen Stock Exchange GEM listed companies self regulatory guide No. 1 – business handling and other relevant laws, regulations, rules, 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
The incentive objects of this incentive plan are the company’s directors, senior managers, core management backbone and core technology (business) backbone (including foreign employees, excluding independent directors, supervisors and shareholders or actual controllers who individually or jointly hold more than 5% of the company’s shares and their spouses, parents and children).
2. Scope of incentive objects
After verification, the total number of incentive objects granted for the first time in this incentive plan is 679, including directors, senior managers, core management backbone and core technology (business) backbone of the company (including holding subsidiaries, the same below) (including foreign employees, excluding independent directors, supervisors, shareholders or actual controllers who individually or jointly hold more than 5% of the shares of the company and their spouses, parents and children).
According to the company’s instructions, the incentive objects of this incentive plan include two foreign employees of the company, all of whom are core management backbone employees who play a key role in the company’s production and operation. Therefore, the incentive plan takes the above-mentioned foreign employees as the incentive object, which is in line with the actual situation and development needs of the company
