Beijing Tianyuan law firm
Notice on Shenzhen Crastal Technology Co.Ltd(300824) 2022 restricted stock incentive plan (Draft)
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)
2022 restricted stock incentive plan (Draft)
Legal opinion
Jtgz (2022) No. 108 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" and "Beiding Jinghui") to act as the special Chinese legal adviser of the company's 2022 restricted stock incentive plan (hereinafter referred to as "the incentive plan" and "the 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 company's 2022 restricted stock incentive plan (Draft) (hereinafter referred to as the "incentive plan (Draft)") 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:
catalogue
catalogue 4 interpretation 5 text six
1、 The main qualification of the company to implement this incentive plan six
2、 The main contents of this incentive plan seven
3、 The legal procedures for the implementation of this incentive plan eighteen
4、 Determination of the incentive object of this incentive plan nineteen
5、 The information disclosure involved in this incentive plan twenty
6、 The company does not provide financial support for the incentive object twenty
7、 Whether there is any situation that damages the interests of listed companies and shareholders twenty
8、 Avoidance of voting by related Directors twenty
9、 Concluding observations twenty-one
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) 2022 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
In accordance with the provisions of the plan, the directors, senior managers, core managers, core business technical backbones and some foreign employees of the companies that obtain restricted shares (including the joint incentive target and reporting subsidiaries)
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) 2022 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) 2022 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
text
1、 The company is qualified to implement the incentive plan
(I) Beiding Jinghui is a joint stock limited company legally established, validly existing and listed on the Shenzhen Stock Exchange. According to the information provided by the company and the verification of our lawyers, as of the date of issuance of this legal opinion, the basic information of Beiding Jinghui is as follows:
Name Shenzhen Crastal Technology Co.Ltd(300824)
Stock Code: Shenzhen Crastal Technology Co.Ltd(300824)
Stock abbreviation Shenzhen Crastal Technology Co.Ltd(300824)
Place of listing: Shenzhen Stock Exchange
Unified social credit code 91440 Hanjia Design Group Co.Ltd(300746) 641111t
Type Co., Ltd. (investment and listing in Hong Kong, Macao and Taiwan)
Address: 3801, block a, block B, block C, block a, tanglangcheng Plaza (West District), No. 3333 Liuxian Avenue, Fuguang community, Taoyuan Street, Nanshan District, Shenzhen
Legal representative: George Mohan Zhang
The registered capital is 217.4 million yuan
Date of establishment: May 9, 2003
Long term business term
The general business items are: R & D, design, production and operation of household appliances, digital instruments and instrument connectors, molds, digital circuit boards, professional business scope of digital household appliances, chips / control software, plastic parts / hardware and related parts (only produced by branches), and provide product after-sales services; Engage in the import and export business of goods and technologies (excluding distribution and goods exclusively controlled by the state).
After verification by the lawyers of the exchange, the company is a joint stock limited company established according to law, validly existing and listed on the Shenzhen Stock Exchange. As of the date of issuance of this legal opinion, there is no situation that needs to be terminated in accordance with laws, regulations and the articles of association.
(II) the company is not allowed to implement this incentive plan
According to the annual audit report of Shenzhen Crastal Technology Co.Ltd(300824) 2021 (xyzh / 2022szaa30089) issued by ShineWing certified public accountants and the company's instructions, and verified by our lawyers, 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, 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.
The lawyers of this firm believe that the company is a listed company established and effectively existing according to law, and there is no need to terminate according to relevant laws or the provisions of its articles of association, nor the situation that equity incentive is not allowed according to the administrative measures, so it has the subject qualification to implement equity incentive plan.
2、 Main contents of this incentive plan
On March 23, 2022, the 20th meeting of the third board of directors of Beiding Jinghui deliberated and adopted the incentive plan (Draft). The main contents of the incentive plan (Draft) are as follows:
(I) purpose of this incentive plan
According to the incentive plan (Draft), the purpose of the company's implementation of this incentive plan is to further establish and improve the company's long-term incentive mechanism, attract and retain excellent talents, mobilize the enthusiasm of the company's directors, senior managers, core managers and core business technical backbone, effectively improve the cohesion of the core team and the core competitiveness of the enterprise, and combine the interests of shareholders, the company and the core team, Enable all parties to pay common attention to the long-term development of the company and ensure the realization of the company's development strategy and business objectives.
Our lawyers believe that the purpose of implementing the incentive plan is clearly stipulated in the incentive plan of the company, which is in line with the provisions of item (I) of Article 9 of the management measures.
(II) determination basis and scope of incentive objects
According to the incentive plan (Draft), the basis and scope for determining the incentive object of this incentive plan are as follows: 1. Basis for determining the incentive object
The incentive objects of this incentive plan are determined in accordance with the company law, securities law, administrative measures, listing rules, self regulatory guide No. 1 and other relevant laws, administrative regulations, normative documents and the articles of association, and in combination with the actual situation of the company.
