Beijing Jindu (Shenzhen) law firm
About Shenzhen Baoming Technology Co.Ltd(002992)
2022 restricted stock incentive plan (Draft)
Legal opinion
To: Shenzhen Baoming Technology Co.Ltd(002992)
Entrusted by Shenzhen Baoming Technology Co.Ltd(002992) (hereinafter referred to as ” Shenzhen Baoming Technology Co.Ltd(002992) ” or “the company”), Beijing Jindu (Shenzhen) law firm (hereinafter referred to as “the firm”) acted as the special legal adviser for the company’s implementation of the 2022 restricted stock incentive plan (hereinafter referred to as “the plan”, “the incentive plan” and “the incentive plan”). 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 other laws and administrative regulations This legal opinion is issued on matters related to the implementation of this plan by the company in accordance with the relevant provisions of departmental rules and other normative documents (hereinafter referred to as “laws and regulations”), the Shenzhen Baoming Technology Co.Ltd(002992) 2022 restricted stock incentive plan (Draft) (hereinafter referred to as “incentive plan (draft)”, and the Shenzhen Baoming Technology Co.Ltd(002992) articles of Association (hereinafter referred to as “articles of association”).
In accordance with the provisions of the securities law, the measures for the administration of securities legal business conducted by law firms and the rules for the practice of securities legal business of law firms, as well as the facts that have occurred or exist before the date of issuance of this legal opinion, our lawyers have strictly performed their statutory duties, followed the principles of diligence and good faith, conducted sufficient verification and verification, and ensured that the facts identified in this legal opinion are true, accurate and complete, The concluding opinions issued are legal and accurate, without false records, misleading statements or major omissions, and shall bear corresponding legal liabilities.
China’s China’s China’s legal opinions are not published in accordance with the laws of China, which are published in China’s territory (referring to the territory of People’s Republic of China, and in the light of the purpose of this legal submission, excluding the existing laws and regulations of the Hongkong Special Administrative Region of China, the Macao Special Administrative Region of China and the Taiwan region of China). The exchange will not comment on the rationality of the subject stock value, assessment standards and other issues involved in the company’s restricted stock incentive plan, as well as accounting, finance and other non legal professional matters. When quoting relevant financial data or conclusions in this legal opinion, the exchange has fulfilled the necessary duty of care, but such quoting shall not be deemed as any express or implied guarantee for the authenticity and accuracy of these data and conclusions.
The issuance of this legal opinion has been guaranteed by Shenzhen Baoming Technology Co.Ltd(002992) as follows:
1. Shenzhen Baoming Technology Co.Ltd(002992) has provided the original written materials, copies, copies, confirmation letters or certificates required by Shenzhen Baoming Technology Co.Ltd(002992) to issue this legal opinion;
2. If the documents and materials Shenzhen Baoming Technology Co.Ltd(002992) provided to the exchange are true, accurate, complete and effective without concealment, falsehood and major omissions, and the documents and materials are copies or copies, they shall be consistent and consistent with the original.
For the fact that this legal opinion is very important and cannot be supported by independent evidence, our lawyers rely on the supporting documents issued by relevant government departments, Shenzhen Baoming Technology Co.Ltd(002992) or other relevant units to issue legal opinions.
The exchange agrees to submit this legal opinion as one of the necessary documents for Shenzhen Baoming Technology Co.Ltd(002992) implementing this plan together with other materials to relevant departments, and bear corresponding legal liabilities for the legal opinion issued in accordance with the law. This legal opinion is only for Shenzhen Baoming Technology Co.Ltd(002992) the purpose of implementing this plan and shall not be used for any other purpose.
In accordance with the requirements of the company law, the securities law and other relevant laws and regulations and the relevant provisions of the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”), and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, the exchange hereby issues the following legal opinions: 1. The subject qualification of the company for equity incentive
(I) according to the business license (Unified Social Credit Code: 91440 Dongguan Yutong Optical Technology Co.Ltd(300790) 476774p) approved and issued by Shenzhen market supervision and Administration Bureau held by Shenzhen Baoming Technology Co.Ltd(002992) at present and approved by our lawyers through the national enterprise credit information publicity system（ http://www.gsxt.gov.cn. ）. inquiry of commercial subject registration and filing information of Shenzhen Municipal Supervision Bureau（ https://amr.sz.gov.cn. ）It is verified that as of the date of issuance of this legal opinion, Shenzhen Baoming Technology Co.Ltd(002992) residence is 3001, building 2, Huilong business center, Beizhan community, Minzhi street, Longhua District, Shenzhen; The legal representative is Li Jun; The registered capital is 179349235 yuan Shenzhen Baoming Technology Co.Ltd(002992) ‘s business scope is: “the general business items are: R & D, production and sales of backlight and new flat panel display devices; import and export of goods and technologies; (except for the items requiring pre-approval and prohibited by laws, administrative regulations and decisions of the State Council); mechanical equipment leasing (Mechanical equipment leasing without operators, excluding financial leasing activities).”
(II) Shenzhen Baoming Technology Co.Ltd(002992) is a joint stock limited company established on June 29, 2011 by Shenzhen Baoming Precision Industry Co., Ltd., established on August 10, 2006. Approved by the reply on the approval of Shenzhen Baoming Technology Co.Ltd(002992) initial public offering (zjxz [2020] No. 978) of China Securities Regulatory Commission on May 28, 2020, and approved by the notice on the listing of Shenzhen Baoming Technology Co.Ltd(002992) RMB common shares (SZS [2020] No. 666) of Shenzhen Stock Exchange, Shenzhen Baoming Technology Co.Ltd(002992) was listed on Shenzhen Stock Exchange on August 3, 2020, and the stock is referred to as ” Shenzhen Baoming Technology Co.Ltd(002992) “, The stock code is ” Shenzhen Baoming Technology Co.Ltd(002992) “. (III) according to the audit report of Shenzhen Baoming Technology Co.Ltd(002992) 2020 (Rong Cheng Shen Zi [2021] No. 230z1364), Shenzhen Baoming Technology Co.Ltd(002992) information disclosure documents and the instructions of Shenzhen Baoming Technology Co.Ltd(002992) issued by Rongcheng Certified Public Accountants (special general partnership) on April 18, 2021, and through the website of CSRC by our lawyers（ 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.
Based on the above, the exchange believes that as of the date of issuance of this legal opinion, Shenzhen Baoming Technology Co.Ltd(002992) is legally established and effectively exists. There is no situation that equity incentive shall not be implemented as stipulated in Article 7 of the administrative measures, and it has the subject qualification to implement the plan. 2、 Main contents of this restricted stock incentive plan and its legality and compliance
On April 6, 2022, the company held the 18th (Interim) meeting of the Fourth Board of directors, and deliberated and adopted the incentive plan (Draft).
According to the incentive plan (Draft), the matters specified in the plan include the purpose and principle of implementing the plan, the management organization of the plan, the basis and scope for determining the incentive object, the source, quantity and distribution of restricted shares, the validity period of the plan, the grant date, the restriction period, the lifting of the restriction arrangement and the lock up period, the grant price of restricted shares and the determination method of the grant price The granting and lifting of restricted shares, the adjustment methods and procedures of the restricted stock incentive plan, the accounting treatment of restricted shares, the implementation procedures of the restricted stock incentive plan, the respective rights and obligations of the company and the incentive object, the treatment of changes between the company and the incentive object, the principle of repurchase and cancellation of restricted shares, etc. The main contents are as follows:
(I) purpose of the incentive plan
According to the incentive plan (Draft), The purpose of this incentive plan is “In order to further improve the corporate governance structure, establish and improve the company’s long-term incentive and restraint mechanism, attract and retain the company’s managers and core backbone, fully mobilize their enthusiasm and creativity, effectively improve the cohesion of the core team and the core competitiveness of the enterprise, effectively combine the interests of shareholders, the company and the core team, make all parties pay common attention to the long-term development of the company and ensure the development strategy and business objectives of the company For the realization of the target, on the premise of fully protecting the interests of shareholders, this incentive plan is formulated in accordance with the principle of equal incentives and constraints, and in accordance with the provisions of relevant laws, administrative regulations, normative documents and the articles of association, such as the company law, the Securities Law, the administrative measures, the self regulatory guide No. 1 and so on. “
The exchange believes that the purpose of the plan has been clarified and complies with the provisions of item (I) of Article 9 of the management measures.
(II) basis for determining incentive objects
According to the incentive plan (Draft), the basis for determining the incentive object of the incentive plan is:
The relevant provisions of relevant laws and regulations, normative documents and the articles of association, such as the securities law, the administrative measures, the self regulatory guide No. 1, shall be determined in combination with the actual situation of the company.
2. Job basis for determining the incentive object: the incentive objects involved in this incentive plan are directors, senior managers of the company (including holding subsidiaries) and other personnel that the board of Directors considers should be encouraged. Excluding independent directors, supervisors, shareholders or actual controllers who individually or jointly hold more than 5% of the company’s shares and their spouses, parents and children.
(III) scope of incentive objects
According to the incentive plan (Draft) and the instructions issued by the company, the total number of incentive objects granted with restricted shares in this incentive plan is 89, including directors, senior managers and other personnel deemed necessary by the board of directors.
Among the incentive objects granted, directors and senior managers must be elected by the general meeting of shareholders or appointed by the board of directors of the company. All incentive objects must work in the company (including holding subsidiaries) and sign labor contracts or labor contracts when the company grants restricted shares and during the assessment period of this incentive plan.
The incentive objects of the reserved grant part shall be determined within 12 months after the plan is considered and approved by the general meeting of shareholders. After the proposal of the board of directors, the explicit opinions of the independent directors and the board of supervisors, the professional opinions of lawyers and the legal opinions are issued, the company shall timely and accurately disclose the relevant information of the incentive objects on the designated website as required. If the incentive object is not specified for more than 12 months, the reserved rights and interests shall become invalid. The criteria for determining the reserved incentive object shall be determined with reference to the criteria for the first award. According to the instructions issued by the incentive plan (Draft), the company and the incentive object respectively, and through the “Securities and futures dishonesty record query platform” of China Securities Regulatory Commission by our lawyers（ https://neris.c
(2) In the last 12 months, it has been identified as an inappropriate candidate by the CSRC and its dispatched offices;
(3) Being administratively punished by the CSRC and its dispatched offices or taking market entry prohibition measures for major violations of laws and regulations in the last 12 months;
(4) Those who are not allowed to serve as directors or senior managers of the company as stipulated in the company law; (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.
Based on the above, the exchange believes that the plan has defined the basis and scope of incentive objects, which is in line with the provisions of item (II) of Article 9 of the management measures; The incentive objects of the plan comply with the provisions of Article 8 of the management measures.
(IV) stock source, quantity and distribution of the plan
1. According to the incentive plan (Draft), the number of restricted shares to be granted in this incentive plan is 7.3996 million shares, accounting for 4.13% of the company’s total share capital of 179349235 shares at the time of announcement of the draft incentive plan; Among them, 6399600 shares were granted for the first time, accounting for 3.57% of the company’s total share capital of 179349235 shares at the time of announcement of the draft incentive plan, and the part granted for the first time accounted for 86.49% of the total equity granted this time; 1 million shares are reserved for grant, accounting for 0.56% of the company’s total share capital of 179349235 shares at the time of announcement of the draft incentive plan, and the reserved part accounts for 13.51% of the total equity granted this time. The total number of underlying shares involved in the equity incentive plan of the company within the whole validity period does not exceed 10% of the total share capital of the company at the time of announcement of the draft incentive plan. The cumulative number of shares of the company granted by any incentive object in the incentive plan through all equity incentive plans within the validity period does not exceed 1% of the total share capital of the company at the time of announcement of the draft incentive plan, and the proportion of reserved rights and interests does not exceed 20.00% of the number of rights and interests to be granted in the incentive plan. The reserved part must be approved by the company in this equity incentive plan
