Guangdong Huashang law firm
about
Shenzhen Longli Technology Co.Ltd(300752)
2022 stock option incentive plan
of
Legal opinion
Guangdong Huashang law firm
April, 2002
21a-3, 22a, 23a, 24a and 25A floors, Hong Kong China Travel Service building, 4011 Shennan Avenue, Futian District, Shenzhen
interpretation
Unless otherwise specified, the relevant words in this legal opinion have the following specific meanings
Shenzhen Longli Technology Co.Ltd(300752) . Company refers to Shenzhen Longli Technology Co.Ltd(300752)
Equity incentive plan and incentive plan refer to Shenzhen Longli Technology Co.Ltd(300752) 2022 stock option incentive plan and incentive plan (Draft) (Draft)
Stock option refers to the right granted by the company to the incentive object to purchase a certain number of company shares at a predetermined price and conditions in a certain period of time in the future
In accordance with the provisions of the incentive plan, the directors, senior managers and directors of the company who obtain stock options, as well as the core technical / business personnel and other core backbone of the company (including subsidiaries)
The term of validity refers to the period from the date of authorization and registration of stock options to the date when all stock options are exercised or cancelled or repurchased
Grant date refers to the date on which the company grants stock options to incentive objects, and the grant date must be the trading day
According to the stock option incentive plan, the incentive object exercises its own stock exercise, which refers to the behavior of option. In the incentive plan, exercise is the behavior of the incentive object to purchase the subject stock according to the conditions set in the incentive plan
The exercise price refers to the price at which the incentive object purchases the company’s shares determined by the incentive plan
Exercise conditions refer to the conditions that the incentive object determined in the incentive plan must meet to exercise stock options
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
Listing Rules refers to the Listing Rules of Shenzhen Stock Exchange gem (revised in December 2020)
The Administrative Measures refer to the administrative measures for equity incentive of listed companies
The self regulatory guide refers to the self regulatory guide for companies listed on the gem of Shenzhen Stock Exchange No. 1 – business handling
CSRC refers to the China Securities Regulatory Commission
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
Guangdong Huashang law firm
This legal opinion refers to the legal opinion of Guangdong Huashang law firm on the 2022 stock option incentive plan of Shenzhen Shenzhen Longli Technology Co.Ltd(300752) Co., Ltd
Yuan and 10000 yuan refer to RMB yuan and 10000 yuan
Note: 1. The financial data and financial indicators quoted in the incentive plan (Draft) refer to the consolidated statement unless otherwise specified
Financial data and financial indicators calculated based on such financial data.
2. In the incentive plan (Draft), if the total is inconsistent with the mantissa of the sum of each addend, it is caused by rounding.
Part I lawyer’s statement
With regard to this legal opinion, we hereby make the following statement:
1. The firm and its handling lawyers shall express legal opinions in accordance with the provisions of the company law, the securities law, the administrative measures, the administrative measures for the engagement of law firms in securities legal business, the rules for the practice of securities legal business of law firms (for Trial Implementation) and other laws and regulations, as well as the facts that have occurred or exist before the issuance date of this legal opinion.
2. In order to issue this legal opinion, Shenzhen Longli Technology Co.Ltd(300752) has provided us with all relevant facts and materials necessary for issuing this legal opinion, and confirmed that the written materials provided by Shenzhen Longli Technology Co.Ltd(300752) are true and effective, without false records, major omissions and misleading statements, and the copies provided are consistent with the original.
3. The exchange promises to express legal opinions in accordance with the facts that have occurred or exist before the date of issuance of this legal opinion and the guidance of China’s current laws, regulations and rules.
4. Based on the principles of diligence and good faith, our lawyers have strictly performed their statutory duties and conducted full verification. The exchange promises that there are no false records, misleading statements and major omissions in this legal opinion.
5. This legal opinion only gives legal opinions on legal issues related to the incentive plan, and does not comment on accounting, auditing and other non legal professional matters. If accounting, auditing and other contents are involved in this legal opinion, they are quoted in strict accordance with the reports issued by relevant intermediaries, but this quotation does not mean that our lawyers make any express or implied guarantee for its authenticity.
6. The exchange agrees to take the legal opinion as a necessary document for Shenzhen Longli Technology Co.Ltd(300752) carrying out the incentive plan, is willing to take it as a public disclosure document, and shall bear corresponding legal liabilities for the legal opinions issued in accordance with the law.
7. This legal opinion is only for the purpose of Shenzhen Longli Technology Co.Ltd(300752) carrying out the incentive plan, and shall not be used for any other purpose without the written consent of the exchange and its lawyers.
The second part is the main body
1、 The company is qualified to implement the incentive plan
(I) the company is legally established and exists
Shenzhen Longli Technology Co.Ltd(300752) is a joint stock limited company established by its predecessor, Shenzhen Shenzhen Longli Technology Co.Ltd(300752) Development Co., Ltd. based on the audited book net asset value converted into shares and overall change as of January 31, 2016, and was registered with Shenzhen market supervision administration on May 19, 2016. Now it holds the business license with the unified social credit code of 91440 Zhuzhou Feilu High-Tech Materials Co.Ltd(300665) 865164d issued by Shenzhen market supervision administration. The company type is a joint stock limited company (listed, invested or controlled by natural persons), the registered capital is 2099761740 yuan, and the registered address is floor 3 and 4, building g, Guanghao Industrial Park, Queshan Road, Gaofeng community, Dalang street, Longhua District, Shenzhen, The business scope is “general business items are: technology development and sales of light-emitting diodes (LEDs), backlights and electronic products. Import and export business of goods and technologies. (the above items do not include those required to be pre approved and prohibited by laws, administrative regulations and decisions of the State Council). The licensed business items are: General freight transportation; production of light-emitting diodes (LEDs), backlights and electronic products.”, The legal representative is LV Xiaoxia, and the business term is from August 16, 2007 to no fixed term. The operation status is survival.
Our lawyers believe that the company was established according to law, and its establishment has obtained the necessary approval and authorization specified in the company law and other laws and regulations.
(II) listing qualification of the company
After verification, the company was approved by the reply on approving Shenzhen Longli Technology Co.Ltd(300752) initial public offering (zjxk [2018] No. 1845) of China Securities Regulatory Commission, and approved by the notice on listing Shenzhen Longli Technology Co.Ltd(300752) RMB ordinary shares on GEM (SZS [2018] No. 589) of Shenzhen Stock Exchange. The RMB ordinary shares issued by the company were listed on gem of Shenzhen Stock Exchange, which is referred to as ” Shenzhen Longli Technology Co.Ltd(300752) “, The stock code is ” Shenzhen Longli Technology Co.Ltd(300752) “, and the publicly issued 181653 million shares will be listed and traded from November 30, 2018.
According to the company’s business license, articles of association and the company’s instructions, and after searching the national enterprise credit information network（ http://www.gsxt.gov.cn./index.html ）. inquiry platform for records of violations of laws, regulations and dishonesty in the capital market（ http://neris.c
The lawyers of the firm believe that the company is a listed company established and effectively existing according to law, there is no need to terminate according to laws, regulations and the articles of association, and has the subject qualification to implement the equity incentive plan. (III) the company is not allowed to implement this incentive plan
According to the audit report of Shenzhen Longli Technology Co.Ltd(300752) 2020 and the annual report of Shenzhen Longli Technology Co.Ltd(300752) 2020 (ztsz (2021) No. 441a013470) issued by Zhitong Certified Public Accountants (special general partnership), and after searching the official website of CSRC（ http://www.c
1. The financial 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 the certified public accountant;
3. Failure to distribute profits in accordance with laws and regulations, articles of association and public commitments in the last 36 months after listing;
4. Equity incentive is prohibited by laws and regulations;
5. Other circumstances recognized by the CSRC.
After verification, our lawyers believe that as of the date of issuance of this legal opinion, the company is a listed company established and effectively existing according to law, and the company does not need to be terminated in accordance with laws, regulations and the articles of Association; There is no case that equity incentive shall not be implemented according to Article 7 of the administrative measures; The company is qualified to implement the incentive plan.
2、 Contents of this incentive plan
On April 1, 2022, the 32nd session of the second board of directors of the company deliberated and approved proposals such as the proposal on the company’s stock option incentive plan in 2022 (Draft) and its summary, the proposal on the management measures for the implementation and assessment of the company’s stock option incentive plan in 2022, and the proposal on submitting the shareholders’ meeting to authorize the board of directors to handle matters related to the stock option incentive plan in 2022. The incentive plan (Draft) consists of “interpretation”, “purpose and principle of the incentive plan”, “management organization of the incentive plan”, “basis and scope for determining the incentive object”, “source, quantity and distribution of the subject stock of the stock option incentive plan”, “time arrangement of the stock option incentive plan”, “exercise price of stock option and determination method of exercise price” “Authorization and exercise conditions of stock options”, “adjustment methods and procedures of stock option incentive plan”, “accounting treatment of stock options”, “implementation procedures of stock option incentive plan”, “respective rights and obligations of the company / incentive object”, “treatment of changes in the company / incentive object” and “Supplementary Provisions”.
According to the relevant provisions of the company law, the securities law and the administrative measures, the lawyers of the firm checked the main contents of the incentive plan:
(I) purpose and principle of this incentive plan
According to the provisions of Chapter II of the incentive plan (Draft), this incentive plan is formulated in order to further establish and improve the company’s long-term incentive mechanism, attract and retain talents, fully mobilize the enthusiasm of the company’s employees, effectively combine the interests of shareholders, the company and the personal interests of the core team, and make all parties pay common attention to the long-term development of the company.
Our lawyers believe that the incentive plan (Draft) clearly stipulates the purpose and principles of the incentive plan, which is in line with the provisions of item (I) of Article 9 of the administrative measures.
(II) determination basis and scope of incentive objects
According to the provisions of Chapter IV of the incentive plan (Draft), the basis and scope for determining the incentive objects of the incentive plan are as follows:
1. Determination basis of incentive object
(1) Legal basis for determining incentive objects
The incentive objects of the incentive plan are determined according to the company law, securities law, administrative measures and other relevant laws, regulations, normative documents and the relevant provisions of the articles of association, and in combination with the actual situation of the company.
(2) Job basis for determining incentive objects
The incentive objects granted by the incentive plan are the company’s directors and senior managers, as well as the company’s (including subsidiaries) core technical / business personnel and other core backbone (excluding independent directors) during the assessment period of the incentive plan
