Beijing Tianyuan law firm
About Shenzhen Crastal Technology Co.Ltd(300824) 2021 restricted stock incentive plan, adjustment of initial grant price, achievement of attribution conditions in the first vesting period of initial grant
Cancellation of some restricted shares
Legal opinion
Beijing Tianyuan law firm
10th floor, The Pacific Securities Co.Ltd(601099) insurance building, No. 28, Fengsheng Hutong, Xicheng District, Beijing
Postal Code: 100032
Beijing Tianyuan law firm
About Shenzhen Crastal Technology Co.Ltd(300824)
2021 restricted stock incentive plan adjusts the initial grant price
First vesting period vesting conditions achievements
Cancellation of some restricted shares
Legal opinion
Jtgz (2021) No. 039-3 to: Shenzhen Crastal Technology Co.Ltd(300824)
Beijing Tianyuan law firm (hereinafter referred to as "the firm") is entrusted by Shenzhen Crastal Technology Co.Ltd(300824) (hereinafter referred to as "the company") to act as the special Chinese legal adviser of the company's 2021 restricted stock incentive plan (hereinafter referred to as "the incentive plan") and issue legal opinions.
The firm and its handling lawyers shall act 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 law firms engaging in securities legal business, the measures for the administration of equity incentive of listed companies, and the self regulatory guide No. 1 for GEM listed companies of Shenzhen Stock Exchange - business handling In accordance with the provisions of regulations and normative documents and the facts that have occurred or exist before the date of issuance of this legal opinion, this legal opinion is issued in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry.
In order to issue this legal opinion, our lawyers reviewed the 2021 restricted stock incentive plan (Draft) (hereinafter referred to as the "incentive plan (Draft)") announced by the company and other documents that our lawyers believe need to be reviewed, and checked and verified the relevant facts.
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 (for Trial Implementation) and 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 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.
2. In accordance with the business rules formulated in accordance with the law, our lawyers have adopted the methods of written examination, inquiry, calculation and review, and diligently and prudently fulfilled the obligations of verification and verification.
3. When issuing this legal opinion, our lawyers have fulfilled the special duty of care of legal professionals for legal related business matters and the general duty of care of ordinary people for other business matters.
4. The lawyers of the firm shall perform the special duty of care of legal professionals on the business matters related to the law for the documents directly obtained from state organs, organizations with the function of managing public affairs, accounting firms, asset evaluation institutions, credit rating agencies, notarial institutions and other public institutions, and serve as the basis for issuing legal opinions on other business matters after performing the general duty of care of ordinary people; For documents not directly obtained from public institutions, they shall be used as the basis for issuing legal opinions after verification and verification.
5. The exchange agrees to take this legal opinion as a necessary legal document for the company's incentive plan, report or announce it together with other materials, and bear corresponding legal liabilities according to law.
6. This legal opinion is only used by the company for the purpose of this incentive plan and shall not be used by anyone for any other purpose.
Based on the above, our lawyers give the following legal opinions:
interpretation
Beiding Jinghui, company refers to Shenzhen Crastal Technology Co.Ltd(300824)
This incentive plan and this plan refer to Shenzhen Crastal Technology Co.Ltd(300824) 2021 restricted stock incentive plan
Restricted stocks and class II restricted stocks refer to a certain number of company stocks granted to incentive objects by the company according to the conditions specified in the plan
Incentive objects refer to the core management personnel, core technology and business backbone of the company (including subsidiaries) who obtain restricted shares in accordance with the provisions of the plan
Grant date refers to the date on which the company grants rights and interests to incentive objects
The grant price refers to the price of each restricted stock granted by the company to the incentive object
Lock up period refers to the period during which the restricted shares granted to the incentive object under the plan are prohibited from being transferred, used for guarantee and debt repayment
Validity period refers to the period from the date of the first 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 of a listed company to register its shares in the account of the incentive object after the restricted stock incentive object meets the benefit conditions
Incentive plan (Draft) refers to the Shenzhen Crastal Technology Co.Ltd(300824) 2021 restricted stock incentive plan (Draft)
The assessment measures refer to the measures for the administration of the assessment of the implementation of the Shenzhen Crastal Technology Co.Ltd(300824) 2021 restricted stock incentive plan
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
Listing Rules refers to the Listing Rules of Shenzhen Stock Exchange gem
Self regulatory guide No. 1 refers to the self regulatory guide No. 1 - business handling of companies listed on the gem of Shenzhen Stock Exchange
The articles of association refers to the Shenzhen Crastal Technology Co.Ltd(300824) articles of association
CSRC refers to the China Securities Regulatory Commission
Shenzhen stock exchange refers to Shenzhen Stock Exchange
Yuan means RMB yuan
Beijing Tianyuan law firm
1、 Approval and authorization granted for the first time in this incentive plan
1. On January 22, 2021, the 12th meeting of the third board of directors of the company deliberated and adopted the proposal on the company's restricted stock incentive plan in 2021 (Draft) and its summary and other relevant proposals
2. On January 22, 2021, the independent directors of the company expressed their independent opinions on whether the incentive plan (Draft) is conducive to the sustainable development of the company and whether there is obvious damage to the interests of the company and all shareholders.
3. On January 22, 2021, the 10th meeting of the third board of supervisors of the company deliberated and approved the proposal on the company's restricted stock incentive plan in 2021 (Draft) and its summary and other relevant proposals, and believed that the implementation of the incentive plan would be conducive to the sustainable development of the company and would not harm the interests of the company and all shareholders.
4. On January 22, 2021, the company was on cninfo.com（ http://cninfo.com.cn. ）And the company disclosed the list of incentive objects of the restricted stock incentive plan in 2021, which was publicized from January 23, 2021 to February 1, 2021. As of the end of the publicity period, the board of supervisors of the company has not received any objection to the proposed incentive object. On February 3, 2021, the company disclosed the announcement and verification opinions of the board of supervisors on the list of incentive objects granted for the first time in the 2021 restricted stock incentive plan. The board of supervisors reviewed and confirmed that the personnel listed in the list of incentive objects granted for the first time in the 2021 restricted stock incentive plan met the conditions specified in relevant laws, regulations and normative documents, The subject qualification as the incentive object of this incentive plan is legal and effective.
5. On February 8, 2021, the first extraordinary general meeting of the company in 2021 deliberated and approved the proposal on the company's restricted stock incentive plan in 2021 (Draft) and its summary, the proposal on the measures for the assessment and management of the implementation of the company's restricted stock incentive plan in 2021, and the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive. The independent directors of the company solicited voting rights from all shareholders on the proposals related to the incentive plan.
6. On February 8, 2021, the company held the 13th meeting of the third board of directors, deliberated and adopted the proposal on granting restricted shares to incentive objects for the first time.
7. On February 8, 2021, the independent directors of the company expressed independent opinions on the issue of granting restricted shares to the incentive objects for the first time, and believed that the subject qualification of the incentive objects of the restricted stock incentive plan in 2021 was legal and effective, and the determined grant date met the relevant regulations.
8. On February 8, 2021, the company held the 11th meeting of the third board of supervisors, deliberated and adopted the proposal on granting restricted shares to incentive objects for the first time.
9. On November 26, 2021, the company held the 18th meeting of the third board of directors, deliberated and approved the proposal on granting reserved restricted shares to incentive objects and other relevant proposals. The board of directors of the company considered that the conditions for reserved granting of restricted shares stipulated in the plan had been met, and agreed to determine November 26, 2021 as the reserved granting date, A total of 148500 restricted shares were granted to 25 incentive objects at the grant price of 12 yuan / share. The independent directors of the company expressed independent opinions on the above matters.
10. On November 26, 2021, the company held the 16th meeting of the third board of supervisors, deliberated and adopted the proposal on granting reserved restricted shares to incentive objects and other relevant proposals. The board of supervisors of the company checked the list of incentive objects reserved for grant and issued verification opinions, considered that the subject qualification of incentive objects granted this time was legal and effective, agreed to the grant date and price of this grant, and considered that the conditions of this grant had been met.
11. On March 23, 2022, the company held the 20th meeting of the third board of directors and the 18th meeting of the third board of supervisors, The proposal on adjusting the grant price of some restricted shares granted for the first time under the restricted stock incentive plan in 2021, the proposal on the achievement of the attribution conditions in the first vesting period of the restricted stock incentive plan for the first time in 2021, and the proposal on canceling the part of the second type of restricted shares granted but not yet vested were reviewed and approved. The board of directors and the board of supervisors consider that the vesting conditions for the first vesting period of the first vesting of part of the company's restricted stock incentive plan in 2021 have been met, agree to handle matters related to the vesting of qualified incentive objects, and adjust the vesting price of part of the restricted stock for the first time according to the implementation of the company's equity distribution in 2020, The restricted shares granted but not yet vested to the incentive objects that do not meet the incentive conditions shall be invalidated. The independent directors expressed independent opinions on relevant matters, and the board of supervisors verified the attribution list of the first vesting period of the first part of the first vesting period and issued verification opinions.
In conclusion, our lawyers believe that as of the date of issuance of this legal opinion, the company has obtained necessary approval and authorization to adjust the first grant price of the restricted stock incentive plan in 2021, the achievement of the attribution conditions in the first vesting period of the first grant, and the cancellation of some restricted stocks, which is in line with the provisions of laws, regulations and normative documents such as the administrative measures, the guide for self regulation No. 1 and the incentive plan (Draft).
2、 Relevant conditions of this adjustment
The company held the 2020 annual general meeting of shareholders on April 15, 2021, deliberated and approved the proposal on profit distribution in 2020, and disclosed the announcement on the implementation of annual equity distribution in 2020 on April 20, 2021. Based on the total share capital of the company of 217.4 million shares, the company distributed shares to all shareholders for every 10 shares
