Guohao law firm (Shanghai)
about
Loctek Ergonomic Technology Corp(300729) cancellation of some stock options
Legal opinion
Floor 23-25, Jiadi center, No. 968, West Beijing Road, Shanghai 200041
23-25th Floor, Garden Square, No. 968 West Beijing Road, Shanghai 200041, China
Tel: + 86 2152341668 Fax: + 86 2152433320
Website: http://www.grandall.com.cn.
April, 2002
Guohao law firm (Shanghai)
About Loctek Ergonomic Technology Corp(300729)
Cancellation of some stock options
Legal opinion
To: Loctek Ergonomic Technology Corp(300729)
Section I introduction of legal opinion
1、 Basis for issuing legal opinions
Guohao law firm (Shanghai) (hereinafter referred to as “the firm”) has accepted the entrustment of Loctek Ergonomic Technology Corp(300729) (hereinafter referred to as “the company”) to act as the special legal adviser of the company’s 2020 stock option incentive plan (hereinafter referred to as “the plan”), in accordance with the company law of the people’s Republic of China (hereinafter referred to as “the company law”) and 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 “measures”) and other relevant laws, administrative regulations, departmental rules and other normative documents, as well as the relevant provisions of the Loctek Ergonomic Technology Corp(300729) articles of Association (hereinafter referred to as the “articles of association”) and the 2020 stock option incentive plan (Draft) (hereinafter referred to as the “incentive plan”) in accordance with the business standards recognized by the lawyer industry With regard to the cancellation of some stock options of the company (hereinafter referred to as “the cancellation”), we issued the legal opinion of Guohao law firm (Shanghai) on matters related to Loctek Ergonomic Technology Corp(300729) cancellation of some stock options (hereinafter referred to as “the legal opinion”) in the spirit of ethics and diligence.
2、 Statement of legal opinion
The lawyers of our firm give legal opinions according to the facts that have occurred or existed before the date of issuance of the legal opinion, the current laws and regulations of China and the relevant provisions of the CSRC, and state as follows:
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 (for Trial Implementation) and the facts that have occurred or exist before the date of issuance of this legal opinion, the office and its handling lawyers have strictly performed their statutory duties, followed the principles of diligence, good faith and full 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.
The company guarantees that it has provided the lawyers of the firm with authentic, complete and effective original written materials, copy materials or oral testimony necessary for the issuance of this legal opinion.
Our lawyers agree to take this legal opinion as one of the necessary documents for the cancellation of the company, and bear corresponding legal liabilities for the legal opinion issued according to law.
Our lawyers agree that the company may quote the relevant contents of this legal opinion in the relevant documents prepared for this cancellation, but when the company makes the above quotation, it shall not cause legal ambiguity or misinterpretation due to the quotation. Our lawyers have the right to review and confirm the corresponding contents of the above relevant documents again.
Our lawyers only express opinions on legal issues related to the cancellation of the company, not on non legal matters.
This legal opinion is only used by the company for the purpose of this cancellation and shall not be used for any other purpose.
Section II body of legal opinion
1、 Approval and decision-making procedures for this cancellation
After verification by our lawyers, as of the issuance date of this legal opinion, the company has performed the following approval and decision-making procedures for this cancellation:
1. On June 30, 2020, the company held the third extraordinary general meeting of shareholders in 2020, deliberated and passed the proposal on requesting the general meeting of shareholders of the company to authorize the board of directors to handle matters related to the 2020 stock option incentive plan, and the general meeting of shareholders of the company authorized the board of directors to handle matters related to the plan.
2. On April 11, 2022, the 39th meeting of the Fourth Board of directors of the company deliberated and adopted the proposal on canceling some options of 2020 stock option incentive plan.
3. On April 11, 2022, the 32nd meeting of the Fourth Board of supervisors of the company deliberated and adopted the proposal on canceling some options of 2020 stock option incentive plan.
4. The independent directors of the company expressed their independent opinions on the cancellation. They believed that in view of the resignation of three incentive objects for personal reasons during the second waiting period, the company cancelled a total of 62400 stock options granted but not exercised by the above incentive objects in accordance with the administrative measures for equity incentive of listed companies, 2020 stock option incentive plan (Draft) and other relevant provisions; The cancellation of some stock options of the company this time complies with the relevant provisions of relevant laws, regulations and normative documents, and the decision-making procedures are legal and compliant, which will not affect the sustainable development of the company or damage the interests of the company and all shareholders; Agree to the cancellation of the company’s stock option. In conclusion, our lawyers believe that the cancellation of the company has fulfilled the necessary approval and decision-making procedures, which is in line with the relevant provisions of the incentive management measures and the incentive plan.
2、 Reasons and number of stock options cancelled this time
According to the incentive plan, the resolution of the 39th meeting of the 4th board of directors and the resolution of the 32nd meeting of the 4th board of supervisors, the specific reasons and contents of this cancellation are as follows:
1. Reasons for cancellation of stock options
During the second waiting period of the 2020 stock option incentive plan, three of the original incentive objects quit for personal reasons and no longer have incentive qualification. The board of directors of the company, authorized by the third extraordinary general meeting of shareholders of the company in 2020 and in accordance with the management measures, incentive plan and relevant regulations, believes that 62400 stock options granted to the three resigned personnel but not yet exercised shall not be exercised and shall be cancelled by the company.
2. Number of stock options cancelled this time
The number of stock options cancelled this time is 62400. After the cancellation, the number of incentive objects in the 2020 stock option incentive plan of the company was adjusted from 85 to 82, and the number of remaining stock options held by incentive objects was changed to 2225184.
3、 Concluding observations
To sum up, our lawyers believe that as of the date of issuance of this legal opinion, the cancellation of the company has obtained the necessary approval and authorization; The cancellation complies with the relevant provisions of the management measures, the articles of association and the incentive plan, and the company is still required to handle information disclosure and other relevant procedures for the cancellation.
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Section III signature page
(there is no text on this page, which is the signature page of the legal opinion of Guohao law firm (Shanghai) on matters related to Loctek Ergonomic Technology Corp(300729) cancellation of some stock options)
Person in charge: Handling lawyer: Li Qiang, Wang Weijian
Zhang Qiang
specific date
