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Longshine Technology Group Co.Ltd(300682)
Restricted stock and stock option incentive plan of 2018 reserved for granting restricted stock
Achievements of the conditions for lifting the restrictions in the third period
Legal opinion
March, 2002
Legal opinion on the achievement of the conditions for the release of restricted shares in the third release period of restricted shares reserved and granted in the 2018 restricted shares and stock option incentive plan
To: Longshine Technology Group Co.Ltd(300682)
Beijing JUNHE law firm (hereinafter referred to as "the firm" or "JUNHE") is a law firm qualified to engage in legal business. Entrusted by Longshine Technology Group Co.Ltd(300682) (hereinafter referred to as " Longshine Technology Group Co.Ltd(300682) " or "the company"), as the company's special legal adviser for the implementation of the 2018 restricted stock and stock option incentive plan (hereinafter referred to as "2018 incentive plan"), the exchange will discuss the achievement of the conditions for the release of restricted shares in the third release period of the company's 2018 incentive plan (hereinafter referred to as "This release of restricted shares"), We hereby issue the legal opinion of Beijing JUNHE law firm on the achievement of the conditions for the lifting of restrictions on the third period for the release of restrictions on the granting of restricted shares reserved in the Longshine Technology Group Co.Ltd(300682) 2018 restricted stock and stock option incentive plan (hereinafter referred to as "the legal opinion").
This legal opinion is 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") and the rules for the listing of shares on the gem of Shenzhen Stock Exchange (hereinafter referred to as the "rules for the listing of shares on the gem") The self regulatory guidelines for companies listed on the growth enterprise market of Shenzhen Stock Exchange No. 1 - business handling and other laws, regulations and normative documents officially promulgated and implemented in China (for the purpose of issuing this legal opinion, excluding Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan) and the Longshine Technology Group Co.Ltd(300682) articles of Association (hereinafter referred to as the articles of association) before the issuance date of this legal opinion.
This legal opinion only expresses opinions on the legal issues related to the lifting of sales restrictions, and does not express opinions on accounting, audit, investment decision-making and other matters. The quotation of some data and conclusions in relevant professional reports such as audit reports in this legal opinion does not mean that the exchange makes any express or implied guarantee for the authenticity and accuracy of these data and conclusions, and the exchange is not qualified to verify and evaluate these data and conclusions.
In order to issue this legal opinion, our lawyers have examined the relevant documents and their copies provided by Longshine Technology Group Co.Ltd(300682) and conducted sufficient and necessary inspection. Based on the following guarantee made by Longshine Technology Group Co.Ltd(300682) to our lawyers: Longshine Technology Group Co.Ltd(300682) has provided the true and complete original written materials, copies, copies or oral testimony necessary for issuing the legal opinion without any omission or concealment; The copy materials or copies provided by them are completely consistent with the original materials or originals. The validity of the original of each document has not been revoked by relevant government departments within its validity period, and they are held by their respective legal holders on the date of issuance of this legal opinion; The documents provided and the signatures and seals on the documents are true; The documents and facts provided by him are true, accurate and complete. For the fact that it is very important to issue this legal opinion and cannot be supported by independent evidence, the exchange relies on the supporting documents issued by relevant government departments or other relevant institutions and the instructions issued by Longshine Technology Group Co.Ltd(300682) to the exchange to issue this legal opinion.
In accordance with the provisions of the securities law, the measures for the administration of securities legal business by law firms and the rules for the practice of securities legal business by 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 and good faith, and conducted sufficient and necessary verification and verification, Ensure that the facts identified in this legal opinion are true, accurate and complete without false records, misleading statements and major omissions, and bear corresponding legal liabilities.
This legal opinion is only for the purpose of Longshine Technology Group Co.Ltd(300682) this release of sales restrictions, and shall not be used for any other purpose. Shenzhen Stock Exchange agrees to submit the following legal opinions as one of the necessary documents of Shenzhen Stock Exchange.
Based on the above statement, our lawyers have examined and verified the documents and relevant facts provided by Longshine Technology Group Co.Ltd(300682) in accordance with the requirements of relevant laws, regulations and normative documents, in accordance with the business standards, ethics and the spirit of diligence recognized by the Chinese lawyer industry, and issued this legal opinion as follows:
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1、 Approval and authorization for lifting the restrictions
On March 25, 2022, the 37th meeting of the third board of directors of the company deliberated and approved the proposal on the achievement of the lifting conditions of the third lifting period for the reserved granting of restricted shares in the incentive plan of restricted shares and stock options in 2018, and agreed to the lifting of the restrictions.
On the same day, the independent directors of the company expressed their independent opinions.
The independent directors believe that: the lifting of the restrictions on sales complies with the relevant provisions of the company's 2018 restricted stock and stock option incentive plan (hereinafter referred to as the 2018 incentive plan), the incentive object meets the qualification conditions for lifting the restrictions on sales, and its qualification as the subject of the incentive object that can be lifted is legal and effective, Moreover, neither the company nor the incentive object has the situation that the sales restriction shall not be lifted as stipulated in the company's 2018 incentive plan. This lifting of the sales restriction does not harm the interests of the company and all shareholders. The decision-making procedures of relevant proposals comply with the provisions of laws, administrative regulations and the articles of association. The meeting procedures are legal and the resolutions are effective, which is in line with the interests of the company and all shareholders. It is agreed that the company will go through the formalities for the release of 1500338 restricted shares reserved for the third release period for the three incentive objects.
On the same day, the 25th meeting of the third session of the board of supervisors of the company deliberated and adopted the proposal on the achievement of lifting the conditions for the release of restricted shares in the third period for the release of restricted shares reserved and granted in the incentive plan of restricted shares and stock options in 2018.
According to the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive approved by the fourth extraordinary general meeting of shareholders in 2018, the general meeting of shareholders authorized the board of directors to handle matters related to the 2018 incentive plan. According to the relevant authorization, the lifting of the sales restriction belongs to the scope of authorization of the general meeting of shareholders to the board of directors.
Based on the above, the lifting of restrictions on sales has obtained the necessary approval and authorization at this stage, which is in line with the relevant provisions of the management measures and the 2018 incentive plan. 2、 About the lifting of sales restrictions
According to the proposal on the achievement of the lifting conditions of the third lifting period for the reserved and granted restricted shares in the 2018 restricted stock and stock option incentive plan and the relevant announcement documents deliberated and adopted at the 37th meeting of the third board of directors and the 25th meeting of the third board of supervisors of the company, The source of shares that can be released during the third release period of restricted shares reserved for granting in the incentive plan in 2018 is the directional issuance of A-share common shares of the company to the incentive objects by the company. There are 3 incentive objects that meet the conditions for the release of restrictions, and the number of restricted shares that can be released is 1500338. The specific circumstances of the release of restrictions and the number of shares are as follows:
Restrictions granted the proportion of the number of restricted shares (shares) of restricted shares (shares) sold in the total number of restricted shares (shares) in which the restrictions are lifted this time in the number of remaining job-related shares not removed from the restrictions granted (shares)
Peng Zhiping, director and deputy general manager 6 Shenzhen Zhenye(Group)Co.Ltd(000006) Shenzhen Guohua Network Security Technology Co.Ltd(000004) 0.00% 0
Wang Shenyong, deputy general manager and director 6 Shenzhen Zhenye(Group)Co.Ltd(000006) Shenzhen Guohua Network Security Technology Co.Ltd(000004) 0.00% 0
Meeting secretary
Middle management (1 person) Kaiyuan Education Technology Group Co.Ltd(300338) 40.00% 0
Restrictions granted the proportion of the number of restricted shares (shares) of restricted shares (shares) sold in the total number of restricted shares (shares) in which the restrictions are lifted this time in the number of remaining job-related shares not removed from the restrictions granted (shares)
Total 150033840.00% 0
1. The sales restriction period has expired
According to the provisions of the company's 2018 incentive plan, the third release period of restricted shares reserved for grant is from the first trading day after 36 months from the date of completion of registration of reserved grant of restricted shares to the last trading day within 48 months from the date of completion of registration of reserved grant, and the proportion of release of restrictions is 40% of the total number of restricted shares granted.
The reserved grant date of restricted shares in the company's 2018 incentive plan is December 14, 2018, and the listing date of restricted shares reserved for grant is January 30, 2019. The third restricted sale period of restricted shares reserved for grant in the company's 2018 incentive plan has expired on January 29, 2022.
2. The conditions for lifting the restrictions have been met
According to the 2018 incentive plan, the audit report issued by PricewaterhouseCoopers Zhongtian Certified Public Accountants (special general partnership), the company's confirmation and relevant announcement documents, the conditions for the release of restricted shares in the third release period reserved in the company's 2018 incentive plan have been met:
No. achievements in lifting the restrictions on sales
The company does not have any of the following situations:
(1) The financial accounting report of the latest fiscal year was given a negative opinion by the certified public accountant
Or audit reports that cannot express opinions;
(2) The internal control of the financial report of the latest fiscal year is denied by the certified public accountant, and the company has no left 1 opinion or cannot express an opinion; (3) failure to comply with laws and regulations, the articles of association and public restrictions on sales in the last 36 months after the listing.
Make a commitment to profit distribution;
(4) Equity incentive is not allowed according to laws and regulations;
(5) Other circumstances recognized by the CSRC.
The incentive object does not have any of the following situations:
(1) Being identified as an inappropriate candidate by the stock exchange within the last 12 months;
(2) Those who have been identified as inappropriate by the CSRC and its dispatched offices within the last 12 months
Select; The incentive object has not met the administrative punishment of the institution or taken market entry prohibition measures in the last 12 months due to major violations of laws and regulations by the CSRC and its dispatched personnel; Lift the restrictions on sales. (4) Those who are not allowed to serve as directors or senior managers of the company as stipulated in the company law
situation;
(5) Those who are not allowed to participate in the equity incentive of listed companies according to laws and regulations;
(6) Other circumstances recognized by the CSRC.
Performance assessment objectives at the company level: the company's net profit in 2020 is based on the net profit in 2017, and the growth rate of the company's net profit in 2020 is no less than 60%. Profit is
