Guangdong Huashang law firm
Notice on Shenzhen Everwin Precision Technology Co.Ltd(300115) implementing the fifth employee stock ownership plan
Legal opinion
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website http://www.huashang.cn.
Guangdong Huashang law firm
About Shenzhen Everwin Precision Technology Co.Ltd(300115)
Implementation of the fifth employee stock ownership plan
Legal opinion
To: Shenzhen Everwin Precision Technology Co.Ltd(300115)
Guangdong Huashang law firm (hereinafter referred to as "the firm") accepts the entrustment of Shenzhen Everwin Precision Technology Co.Ltd(300115) (hereinafter referred to as " Shenzhen Everwin Precision Technology Co.Ltd(300115) " or "the company") to act as the special legal adviser for the implementation of the fifth phase of the employee stock ownership plan (hereinafter referred to as "the employee stock ownership plan"). According to 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"), and the guiding opinions on the pilot implementation of employee stock ownership plan by listed companies (hereinafter referred to as the "guiding opinions") issued by China Securities Regulatory Commission (hereinafter referred to as the "CSRC") Shenzhen Stock Exchange (hereinafter referred to as "Shenzhen Stock Exchange") issues this legal opinion on the relevant matters involved in the employee stock ownership plan in accordance with the relevant provisions of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on GEM (hereinafter referred to as "regulatory guidelines") and the Shenzhen Everwin Precision Technology Co.Ltd(300115) articles of Association (hereinafter referred to as "articles of association").
In order to issue this legal opinion, our lawyers have reviewed the Shenzhen Everwin Precision Technology Co.Ltd(300115) phase V employee stock ownership plan (Draft) (hereinafter referred to as "phase V employee stock ownership plan (Draft)") and its abstract, the measures for the administration of Shenzhen Everwin Precision Technology Co.Ltd(300115) phase V employee stock ownership plan (hereinafter referred to as "management measures") and the relevant documents of the board of directors of the company, the written instructions of the company and other documents that our lawyers think need to be reviewed, And checked and verified the relevant facts and data.
The lawyer of the firm has reviewed the relevant documents and their copies provided by the company, and during the legal review, based on the following guarantee of the company: the company has provided the original written materials and copies necessary for issuing this legal opinion without any omission or concealment; The copy materials or copies provided are completely consistent with the original or the original.
The lawyers of the firm shall express their legal opinions in accordance with the facts that have occurred and exist before the date of issuance of this legal opinion, the company law, securities law, guiding opinions and other current and effective laws, regulations and normative documents, as well as the relevant provisions of the CSRC.
Our lawyers only express legal opinions on the legal issues in China related to this ESOP (subject to and limited to the matters expressed in this legal opinion), and do not express opinions on the non legal matters involved in this ESOP.
According to the relevant laws, regulations, normative documents, the relevant provisions of the CSRC and the requirements of the business rules of the bourse, the lawyers of the bourse have verified and verified the relevant documents and facts of the employee stock ownership plan based on the principle of prudence and importance. Our lawyers have strictly performed their statutory duties, followed the principles of diligence and good faith, and fully verified the legality, compliance, authenticity and effectiveness of this ESOP, so as to ensure that there are no false records, misleading statements and major omissions in this legal opinion.
This legal opinion is only used for the purpose of Shenzhen Everwin Precision Technology Co.Ltd(300115) this ESOP and shall not be used for any other purpose.
Our lawyers agree to take this legal opinion as a necessary legal document for this ESOP and bear corresponding legal liabilities for the legal opinion issued by our firm according to law.
Our lawyers have verified and verified the documents and relevant facts provided by the company in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, and now issue the following legal opinions:
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1、 The company is qualified to implement the employee stock ownership plan
(I) the company is a joint stock limited company established by the original Shenzhen Shenzhen Everwin Precision Technology Co.Ltd(300115) Technology Co., Ltd. in accordance with the company law and relevant laws and regulations. On May 13, 2008, the company obtained the business license for enterprise legal person with the registration number of 440306102981504 issued by Shenzhen Administration for Industry and commerce, and the company name was changed to " Shenzhen Everwin Precision Technology Co.Ltd(300115) ".
(II) approved by the reply on approval of Shenzhen Everwin Precision Technology Co.Ltd(300115) initial public offering and listing on GEM (zjxk [2010] No. 1105) issued by China Securities Regulatory Commission, the company issued 21.5 million ordinary shares (A shares) to the public for the first time on August 23, 2010. The company's shares were listed on the growth enterprise market of Shenzhen Stock Exchange on September 2, 2010. The stock code is Shenzhen Everwin Precision Technology Co.Ltd(300115) and the securities are referred to as " Shenzhen Everwin Precision Technology Co.Ltd(300115) ".
(III) the company now holds the business license (Unified Social Credit Code: 91440 Loctek Ergonomic Technology Corp(300729) 88519x9) issued by Shenzhen market supervision and administration on April 22, 2016. The existing registered capital is 1201027716 yuan. Its domicile is factory 3, zone 3, Fuqiao industry, Qiaotou town, Bao'an District, Shenzhen, and its legal representative is Chen Qixing.
(IV) after verification by the lawyers of the firm, the company is currently in effective existence according to law, and there is no situation requiring termination as stipulated in laws, regulations, normative documents and the articles of association.
In conclusion, our lawyers believe that the company is a listed company established and existing legally, and there is no need to terminate according to the current laws, regulations, rules, normative documents and the articles of association. Have the subject qualification for the implementation of the employee stock ownership plan specified in the guiding opinions.
2、 Legality and compliance of this ESOP
（1） Main contents of this ESOP
The fifth employee stock ownership plan (Draft) and its abstract were adopted, and the related directors avoided voting. The main contents of the fifth employee stock ownership plan (Draft) are as follows:
The total amount of funds raised by the employee stock ownership plan shall not exceed 37.25 million yuan. The funds for the participants to subscribe for the shares of the employee stock ownership plan come from the participants' legal salary, self raised funds or other ways permitted by laws and regulations. The participants of the employee stock ownership plan are all directors (excluding independent directors), supervisors, senior managers and core managers of the company, with a total number of no more than 20, including 8 senior managers and supervisors. The number of underlying shares corresponding to the shares of the employee stock ownership plan held by any holder of the employee stock ownership plan shall not exceed 1% of the total share capital of the company. The specific holders and their shares are as follows:
No. holder's position subscription share of shareholding plan / individual proportion (%)
Capital amount (10000 copies / 10000 yuan)
1. General manager Chen xiaoshuo 736 19.76%
2. Li yingyue, deputy general manager 295 7.92%
3. Lai Xuchun, deputy general manager 295 7.92%
4. Zhu Shouli, chief financial officer 221 5.93%
5. Zhong Fazhi, deputy general manager 221 5.93%
6. Tian Gang, deputy general manager 221 5.93%
7. Hu Yulong, Secretary of the board of directors 221 5.93%
8. Chen Hang, chairman of the board of supervisors 133 3.57%
Other core staff and technical backbone (each)
9. Departments and some subsidiaries and branches bear 138237.10%
Responsible person (12 persons)
Total 3725100%
Note: 1 The specific number of shares held by the holder of the employee stock ownership plan shall be subject to the number of shares listed in the share subscription agreement of the employee stock ownership plan signed by the participant and the company. The holders of the shareholding plan shall pay the subscription funds in full on schedule according to the subscription shares, and the payment time shall be uniformly notified and arranged by the company.
2. If the holder fails to pay the subscription funds on time and in full, he will automatically lose the corresponding subscription rights. The management committee authorized by the board of directors will redistribute the share of the equity to other qualified employees.
（2） On the legality and compliance of this ESOP
In accordance with the relevant provisions of the company law, the securities law, the guiding opinions and the regulatory guidelines, our lawyers have checked the relevant matters of the employee stock ownership plan item by item:
1. According to the confirmation of the company and the relevant announcements disclosed by the company, as of the date of issuance of this legal opinion, the company has implemented the employee stock ownership plan in strict accordance with the laws, administrative regulations, normative documents and the articles of association, and has implemented the information disclosure in a true, accurate, complete and timely manner. There is no insider trading The situation of securities fraud such as manipulation of the securities market meets the requirements of article (I) of part I of the guiding opinions on the principle of compliance according to law.
2. According to the confirmation of the company and the participants of the employee stock ownership plan and the verification of the fifth employee stock ownership plan (Draft) by our lawyers, the employee stock ownership plan follows the principle of independent decision of the company and voluntary participation of employees, and there is no situation that the company forces employees to participate in the employee stock ownership plan by means of apportionment, forced distribution, etc, It meets the requirements of article (II) of part I of the guiding opinions on the principle of voluntary participation.
3. According to the confirmation of the company and the participants of the employee stock ownership plan and the verification of the fifth employee stock ownership plan (Draft) by our lawyers, the participants of the employee stock ownership plan will be responsible for their own profits and losses, bear their own risks, have equal rights and interests with other investors, and meet the requirements of the principle of risk bearing in article (III) of part I of the guiding opinions.
4. According to the fifth employee stock ownership plan (Draft) and the materials provided by the company, and verified by our lawyers, the participants of this employee stock ownership plan are all directors (excluding independent directors), supervisors, senior managers, core managers and core backbone employees of the company or its holding subsidiaries, which comply with the provisions on the participants of the employee stock ownership plan in Item (IV) of Part II of the guiding opinions.
5. According to the confirmation of the company and the participants of the employee stock ownership plan and the verification of the fifth employee stock ownership plan (Draft) by our lawyers, the fund source of the employee stock ownership plan is the legal salary of the participants, self raised funds or other ways allowed by laws and regulations, which is in line with the relevant provisions of item 1, item (V) of Part II of the guiding opinions.
6. According to the fifth employee stock ownership plan (Draft), the stock source of this employee stock ownership plan is the purchase of the company's shares repurchased by the company, which is in line with the provisions of item 2, article (V) of Part II of the guiding opinions. 7. According to the fifth employee stock ownership plan (Draft), the duration of the employee stock ownership plan is 36 months. The lock-in period of the employee stock ownership plan is 12 months from the date when the employee stock ownership plan is reviewed by the general meeting of shareholders of the company, and from the time when the company announces the last transfer of the subject stock to the name of the employee stock ownership plan, which is in line with the provisions of item 1 of article (VI) of Part II of the guiding opinions.
8. According to the fifth employee stock ownership plan (Draft) and the materials provided by the company, the stock source of this employee stock ownership plan is 5060000 shares repurchased by the company from February 10, 2022 to March 11, 2022, accounting for 0.42% of the total share capital of the company before repurchase. After the implementation of the employee stock ownership plan, the total number of shares held by all effective employee stock ownership plans shall not exceed 10% of the total share capital of the company, and the total number of subject shares corresponding to the share of employee stock ownership plan held by any holder shall not exceed 1% of the total share capital of the company. The total number of shares held by the employee stock ownership plan does not include the shares obtained by employees before the IPO of the company, the shares purchased by themselves through the secondary market and the shares obtained through equity incentive. Based on the above, the exchange believes that,
