Guangdong Huashang law firm
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Shenzhen Longli Technology Co.Ltd(300752) legal opinions on repurchase and cancellation of some restricted shares and adjustment of repurchase quantity and repurchase price
Guangdong Huashang law firm
January, 2002
21a-3, 22a, 23a, 24a and 25A floors, Hong Kong China Travel Service building, 4011 Shennan Avenue, Futian District, Shenzhen
Guangdong Huashang law firm
Legal opinion on Shenzhen Longli Technology Co.Ltd(300752) repurchase and cancellation of some restricted shares and adjustment of repurchase quantity and repurchase price
To: Shenzhen Longli Technology Co.Ltd(300752)
Guangdong Huashang law firm (hereinafter referred to as “the firm”) is entrusted to serve as the special legal adviser for the restricted stock incentive plan project (hereinafter referred to as “the incentive plan”) of Shenzhen Longli Technology Co.Ltd(300752) (hereinafter referred to as “the company”) in 2019. In accordance with the company law of the people’s Republic of China (hereinafter referred to as “the company law”) In accordance with the provisions of the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), the administrative measures for equity incentive of listed companies (hereinafter referred to as the “administrative measures”) and other relevant laws, regulations and normative documents, and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, this legal opinion is issued on this incentive plan.
Section 1 lawyer’s statement
1. In accordance with the provisions of the company law, the securities law, the measures for the administration of equity incentives of listed companies and 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;
2. In order to issue this legal opinion, our lawyers, in accordance with the relevant provisions of the measures for the administration of securities legal business of law firms and the rules for the practice of securities legal business of law firms (for Trial Implementation), We consulted the documents required to be consulted as stipulated in the measures for the administration of law firms engaging in securities legal business and the rules for the practice of securities legal business of law firms (for Trial Implementation), as well as the documents that our lawyers think must be consulted, and conducted reasonable and sufficient inspection, verification and demonstration.
3. The exchange agrees to take this legal opinion as a necessary legal document for the company’s incentive plan, report it together with other application materials, and is willing to bear corresponding legal liabilities.
4. For the fact that it is very important to issue this legal opinion and cannot be supported by independent evidence, we rely on the supporting documents issued by relevant government departments or other relevant institutions and the instructions issued to us by Shenzhen Longli Technology Co.Ltd(300752) to issue this legal opinion.
4. Shenzhen Longli Technology Co.Ltd(300752) make a commitment to our lawyers to ensure that we have fully provided our lawyers with the necessary, true and complete documents for issuing this legal opinion, that the copies of all documents provided to our lawyers are consistent with the original, and that the signatures and seals on all documents are true, And all facts and documents sufficient to affect this legal opinion have been disclosed to the exchange without any concealment or omission.
5. In this legal opinion, our lawyers only express legal opinions on the legal issues involved in the incentive plan, and do not express any opinions on accounting, auditing and other non legal professional matters. The reference of our lawyers to any data or conclusions in relevant accounting statements and audit reports in this legal opinion does not mean that we make any express or implied guarantee for the authenticity and accuracy of these data and conclusions.
6. This legal opinion is only Shenzhen Longli Technology Co.Ltd(300752) used for the purpose of this incentive plan, and shall not be used for any other purpose, quoted and relied on by any other person without the written consent of our lawyer.
Section II main body
1、 Approval and authorization for cancellation of some restricted shares and adjustment of repurchase quantity and repurchase price in this repurchase
(I) approval and authorization of this restricted stock incentive plan
1. The remuneration and assessment committee of the board of directors of the company has formulated the company’s 2019 restricted stock incentive plan (Draft) (hereinafter referred to as “restricted stock incentive plan”) and submitted it to the board of directors of the company for deliberation. 2. On November 24, 2019, the company held the 8th meeting of the second board of directors, deliberated and adopted the proposal on the company’s 2019 restricted stock incentive plan (Draft) and summary, and the proposal on the company’s assessment management measures for the implementation of 2019 restricted stock incentive plan On the same day, the company held the seventh meeting of the second board of supervisors. The board of supervisors verified the incentive objects of the incentive plan and considered that the subject qualification of the incentive objects was legal and effective; The independent directors of the company expressed explicit consent to the incentive plan.
3. From November 25, 2019 to December 10, 2019, the company publicized the list of incentive objects of 2019 restricted stock incentive plan by e-mail and bulletin board. After the expiration of the publicity period, the board of supervisors of the company did not receive any objection related to the incentive objects of the incentive plan, and there was no feedback record. On December 9, 2019, the company announced the verification opinions and publicity description on the list of incentive objects granted for the first time under the restricted stock incentive plan in 2019.
4. On December 10, 2019, the fourth extraordinary general meeting of the company in 2019 deliberated and passed the proposal on the company’s 2019 restricted stock incentive plan (Draft) and summary, and the proposal on the company’s measures for the assessment and management of the implementation of 2019 restricted stock incentive plan Proposal on requesting the general meeting of shareholders of the company to authorize the board of directors to handle matters related to the restricted stock incentive plan in 2019. The company’s implementation of the 2019 restricted stock incentive plan was approved, and the board of directors was authorized to determine the grant date, grant restricted shares to the incentive objects when the incentive objects meet the conditions, and handle all matters necessary for the grant. On December 10, 2019, the company disclosed the insider information and incentive statement on the 2019 restricted stock incentive plan
5. On December 20, 2019, the 9th meeting of the second board of directors of the company deliberated and approved the proposal on adjusting the list of incentive objects and the number of awards under the 2019 restricted stock incentive plan, the proposal on granting restricted shares to incentive objects, and the proposal on changing the registered capital of the company, amending the articles of Association (Draft) and handling the change of industrial and commercial registration, The independent directors of the company expressed their independent opinions on this and believed that the subject qualification of the incentive object was legal and effective, and the determined grant date met the relevant provisions.
On the same day, the company held the eighth meeting of the second board of supervisors, deliberated and adopted the proposal on adjusting the list of incentive objects and the number of awards under the 2019 restricted stock incentive plan and the proposal on granting restricted shares to incentive objects.
6. On August 4, 2020, the company held the 14th meeting of the second board of directors and the 13th meeting of the second board of supervisors, deliberated and approved the proposal on repurchase and cancellation of some restricted shares and adjustment of repurchase price, and agreed to repurchase and cancel Liu MEIXIA, Li Caijie, Wang Jiangping Wang Jianhua has been granted 59000 restricted shares but the restrictions have not been lifted. The independent directors and the board of supervisors of the company expressed their independent opinions.
7. On August 20, 2020, the company held the first extraordinary general meeting of shareholders in 2020, deliberated and approved the proposal on repurchase and cancellation of some restricted shares and adjustment of repurchase price, and agreed to repurchase and cancel 15000 restricted shares granted but not yet resolved by Liu MEIXIA, Li Zhijie, Wang Jiangping and Wang Jianhua. At the same time, the company disclosed the announcement on capital reduction on repurchase and cancellation of some restricted shares and notified creditors. Creditors have the right to require the company to pay off debts or provide corresponding guarantees within 45 days from the date of this announcement. 8. On September 14, 2020, the company held the 16th meeting of the second board of directors and the 15th meeting of the second board of supervisors, deliberated and approved the proposal on granting reserved restricted shares to incentive objects, the proposal on repurchase and cancellation of some restricted shares and adjustment of repurchase price, and agreed to take September 14, 2020 as the grant date, 849100 restricted shares were granted to 44 incentive objects at the price of 12.63 yuan / share. At the same time, the Company repurchased and cancelled 15000 restricted shares that exceeded the granted but not yet released restrictions. The independent directors and the board of supervisors of the company expressed their independent opinions.
9. On September 30, 2020, the company held the second extraordinary general meeting of shareholders in 2020, deliberated and approved the proposal on repurchase and cancellation of some restricted shares and adjustment of repurchase price, and agreed to repurchase and cancel 15000 restricted shares that have been granted but not yet released. At the same time, the company disclosed the announcement on capital reduction on repurchase and cancellation of some restricted shares and notified creditors. Creditors have the right to require the company to pay off debts or provide corresponding guarantees within 45 days from the date of this announcement.
10. On December 4, 2020, the company held the 20th meeting of the second board of directors and the 19th meeting of the second board of supervisors, deliberated and adopted the proposal on adjusting the list of incentive objects and the number of grants of the reserved part of the restricted stock incentive plan in 2019, and agreed to adjust the list of incentive objects and the number of grants of the reserved part of the incentive plan. The independent directors and the board of supervisors of the company agreed with this.
11. On December 29, 2020, the 21st Meeting of the second board of directors and the 20th meeting of the second board of supervisors held by the company deliberated and adopted the proposal on the achievement of lifting the restrictions during the first lifting period of the first part of the restricted stock incentive plan in 2019, In view of the fact that the company’s restricted stock incentive plan in 2019 granted some of the conditions for lifting the restrictions in the first lifting period for the first time, it is agreed to handle the procedures for lifting the restrictions and listing and circulation of 1026090 restricted shares (accounting for 0.85% of the company’s current total share capital) of 68 incentive objects who meet the conditions for lifting the restrictions in the first lifting period. The remuneration and assessment committee of the board of directors, independent directors and the board of supervisors of the company expressed their consent.
12. On April 26, 2021, the company held the 23rd Meeting of the second board of directors and the 22nd Meeting of the second board of supervisors, deliberated and approved the proposal on repurchase and cancellation of some restricted shares and adjustment of repurchase quantity and repurchase price, and agreed to repurchase and cancel Zheng Hu, Yang Fuyun, Liu Hao, Hu you 233520 restricted shares (number of shares after conversion) granted to Liu Chao but not yet released. The independent directors and the board of supervisors of the company agreed with this.
13. On May 17, 2021, the company held the 2020 annual general meeting of shareholders, deliberated and approved the proposal on repurchase and cancellation of some restricted shares and adjustment of repurchase quantity and repurchase price, and agreed to repurchase and cancel 233520 restricted shares (number of shares after share conversion) granted but not yet lifted by Zheng Hu, Yang Fuyun, Liu Hao, Hu you and Liu Chao. At the same time, the company disclosed the announcement on capital reduction on repurchase and cancellation of some restricted shares and notified creditors. Creditors have the right to require the company to pay off debts or provide corresponding guarantees within 45 days from the date of this announcement.
14. On January 8, 2022, the company held the 31st meeting of the second board of directors and the 29th meeting of the second board of supervisors, and deliberated and adopted the proposal on the achievement of the second lifting of the restrictions on sales in the first granting period and the first lifting of the restrictions on sales in the reserved granting period of the restricted stock incentive plan in 2019 The proposal on repurchasing and canceling the first granted part and reserved granted part of the restricted stock incentive plan in 2019, and adjusting the repurchase quantity and repurchase price, and other relevant proposals. In view of the fact that the conditions for the release of restrictions in the second release period of the first granted part and the first release period of the reserved granted part of the company’s restricted stock incentive plan in 2019 have been met, Agree to lift the restrictions on the sale of restricted shares of 100 eligible incentive objects, and agree to the company’s repurchase and cancellation of 121597 restricted shares granted but not yet released by Fan Wei, Liu Zhenhua, Yu Shangshui, Guo Lili, Li Yang and Li Zhenhua. The independent directors and the board of supervisors of the company agreed with this. The law firm issued a legal opinion.
(II) approval and authorization for cancellation of some restricted shares and adjustment of repurchase quantity and repurchase price in this repurchase
On January 8, 2022, the company held the 31st meeting of the second board of directors and the 29th meeting of the second board of supervisors, and deliberated and adopted the proposal on the achievement of the second lifting of the restrictions on sales in the first granting period and the first lifting of the restrictions on sales in the reserved granting period of the restricted stock incentive plan in 2019 The proposal on repurchasing and canceling the first granted part and reserved granted part of the restricted stock incentive plan in 2019, and adjusting the repurchase quantity and repurchase price, and other relevant proposals. In view of the fact that the conditions for the release of restrictions in the second release period of the first granted part and the first release period of the reserved granted part of the company’s restricted stock incentive plan in 2019 have been met, Agree to lift the restrictions on the sale of restricted shares of 100 eligible incentive objects, and agree to the company’s repurchase and cancellation of 121597 restricted shares granted but not yet released by Fan Wei, Liu Zhenhua, Yu Shangshui, Guo Lili, Li Yang and Li Zhenhua. The independent directors and the board of supervisors of the company agreed with this.
In conclusion, our lawyers believe that as of the issuance date of this legal opinion, the company has obtained the necessary approval and authorization for the repurchase and cancellation of some restricted shares and the adjustment of repurchase quantity and repurchase price, which is in line with the relevant provisions of the administrative measures and the restricted stock incentive plan. The repurchase and cancellation needs to be submitted to the general meeting of shareholders for deliberation and fulfill the obligation of information disclosure, And handle the procedures for repurchase and cancellation of relevant matters.
2、 The cancellation of this repurchase is limited to
