Shanghai Randy law firm
About Shenzhen Longtech Smart Control Co.Ltd(300916)
Restricted stock incentive plan (2022)
Legal opinion
Landing Law Offices
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16th Floor, East Tower, Raffles City, No.1089, Dongdaming Road, Shanghai ,China(P.C 200082) Tel: 86-2166529952 fax: 86-2166522252
www.landinglawyer. com.
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interpretation...... 4 text 6 I. The company's qualification to implement the equity incentive plan 6 (I) basic information of the company 6 (II) the company is not allowed to implement the equity incentive plan 7 II. Main contents and legal compliance of the incentive plan 7 (I) the purpose of this incentive plan 7 (II) determination basis, scope and verification of incentive objects of the incentive plan 8 (III) incentive mode, source, quantity and distribution of restricted shares in this incentive plan 10 (IV) validity period, grant date, ownership arrangement and lock up period of the incentive plan 12 (V) the grant price of restricted shares and the determination method of the grant price 14 (VI) conditions for granting and attribution of restricted shares 14 (VII) implementation procedures of the incentive plan 18 (VIII) adjustment methods and procedures of restricted stock incentive plan 19 (IX) accounting treatment of the implementation of restricted stock incentive plan and its impact on operating performance 22 (x) respective rights and obligations of the company and the incentive object (XI) handling of changes in the company and incentive objects 24 III. preparation, deliberation and publicity procedures of the incentive plan 28 (I) procedures performed by the equity incentive plan 28 (II) procedures still to be performed in the equity incentive plan 29 IV. determination of incentive objects of the incentive plan 30 v. information disclosure of the incentive plan 30 VI. whether the company provides financial support for incentive objects VII. Whether the contents of this incentive plan obviously damage the interests of the listed company and all shareholders and violate relevant laws and administrative regulations VIII. Whether the affiliated company has fulfilled its obligations to avoid 32 IX. concluding observations thirty-two
Shanghai Randy law firm
About Shenzhen Longtech Smart Control Co.Ltd(300916)
Legal opinion on 2022 restricted stock incentive plan (Draft) to: Shenzhen Longtech Smart Control Co.Ltd(300916)
Shanghai Randy law firm accepts the entrustment of Shenzhen Longtech Smart Control Co.Ltd(300916) (hereinafter referred to as " Shenzhen Longtech Smart Control Co.Ltd(300916) " or "the company", with the securities code of Shenzhen Longtech Smart Control Co.Ltd(300916) ) to issue this legal opinion for the relevant matters involved in the implementation of the restricted stock incentive plan in 2022 (hereinafter referred to as "the incentive plan"). In accordance with the company law of the people's Republic of China, the securities law of the people's Republic of China, the measures for the administration of equity incentives of listed companies, the Listing Rules of Shenzhen Stock Exchange gem (revised in December 2020), the self discipline supervision guide No. 1 of Shenzhen Stock Exchange gem listed companies - business handling and other relevant laws, regulations and normative documents, as well as the provisions of Shenzhen Longtech Smart Control Co.Ltd(300916) articles of association, In accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, the relevant facts involved in the matters of this incentive plan have been checked and verified, and this legal opinion is issued.
In order to issue this legal opinion, our lawyer hereby makes the following statement:
1. In accordance with the securities law of the people's Republic of China, 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), our lawyers have strictly performed their statutory duties, followed the principles of diligence and good faith, and approved and authorized the matters of Shenzhen Longtech Smart Control Co.Ltd(300916) 2022 restricted stock incentive plan, the number of grants, grant conditions, attribution conditions The ownership arrangement and other related matters have been fully verified and verified to ensure that the facts identified in this legal opinion are true, accurate and complete, the concluding opinions issued are legal and accurate, and there are no false records, misleading statements or major omissions, and bear corresponding legal liabilities.
2. The exchange will not make any evaluation on non legal issues such as accounting, auditing and other professional matters and the stock value involved in the Shenzhen Longtech Smart Control Co.Ltd(300916) 2022 restricted stock incentive plan. The citation of some data and conclusions in the relevant accounting statements, audit reports and restricted stock incentive plans in this legal opinion does not mean that our lawyers make any express or implied guarantee for the authenticity and accuracy of such data and conclusions.
3. Shenzhen Longtech Smart Control Co.Ltd(300916) guarantees that it has provided the original written materials, copies or other oral materials that our lawyers consider necessary and authentic to issue this legal opinion Shenzhen Longtech Smart Control Co.Ltd(300916) also guarantees that the above documents are true, accurate and complete; All signatures and seals on the documents are authentic; The copy is consistent with the original.
4. For the fact that it is very important to issue this legal opinion and cannot be supported by independent evidence, our lawyers rely on the supporting documents issued by relevant government departments, companies or other relevant units to issue this legal opinion.
5. This legal opinion is only for the purpose of Shenzhen Longtech Smart Control Co.Ltd(300916) 2022 restricted stock incentive plan, and shall not be used for any other purpose.
6. The exchange agrees that Shenzhen Longtech Smart Control Co.Ltd(300916) take this legal opinion as one of the necessary legal documents for the implementation of the restricted stock incentive plan in 2022, submit it to Shenzhen stock exchange together with other application materials for public disclosure, and is willing to bear corresponding legal liabilities according to law.
interpretation
Unless otherwise explained or specified in the context, the following words have the following meanings in this legal opinion:
Meaning of words
Shenzhen Longtech Smart Control Co.Ltd(300916) . Company refers to Shenzhen Longtech Smart Control Co.Ltd(300916)
Shanghai Randy law firm
The lawyer of this firm refers to the project contractor lawyer of Shanghai Randy law firm
Restricted stock incentive in 2022 refers to the Shenzhen Longtech Smart Control Co.Ltd(300916) 2022 restricted incentive plan and the stock incentive plan of this incentive plan (Draft)
The assessment measures refer to the measures for the administration of the assessment of the implementation of the restricted stock incentive plan in Shenzhen Longtech Smart Control Co.Ltd(300916) 2022
Restricted stock and class II restricted stock refer to the shares of the company obtained and registered by the incentive objects who meet the grant conditions of the incentive plan after meeting the benefit conditions of corresponding institutional shares
According to the provisions of this incentive plan, the incentive objects of the company receiving restricted shares refer to directors, senior managers, managers and technical (business) personnel who have a direct impact on the company's operating performance and future development, except independent directors and supervisors
Grant date refers to the date on which the company grants restricted shares to incentive objects
The grant price refers to the price of each restricted stock granted by the company to the incentive object
Validity period refers to the period from the date of the first grant of restricted shares to the date when all the restricted shares granted to the incentive object are vested or invalid
Attribution refers to the behavior that the company registers the shares in the account of the restricted stock incentive object after the incentive object meets the benefit conditions
Vesting conditions refer to the profit conditions established by the incentive plan and the incentive object is the benefit conditions required to obtain restricted shares
Vesting date refers to the date on which the authorized shares are registered after the incentive object meets the benefit conditions of restricted shares. It must be the trading day
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
The Administrative Measures refer to the administrative measures for equity incentive of listed companies
Listing Rules refers to the Shenzhen Stock Exchange GEM Listing Rules (revised in December 2020)
The self regulatory guide refers to the self regulatory guide for companies listed on the gem of Shenzhen Stock Exchange No. 1 - business handling
The articles of association refers to the Shenzhen Longtech Smart Control Co.Ltd(300916) articles of association
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
Yuan and 10000 yuan refer to the legal tender of the people's Republic of China, RMB yuan and 10000 yuan
Text
1、 Qualification of the company to implement the equity incentive plan (I) basic information of the company
The company was established on August 29, 2003.
The company was approved by Shenzhen Stock Exchange on August 27, 2020 and registered with the consent of China Securities Regulatory Commission on November 3, 2020. It issued 10.65 million RMB common shares to the public for the first time. It was listed on the gem of Shenzhen Stock Exchange on December 2, 2020 with the securities code of Shenzhen Longtech Smart Control Co.Ltd(300916) .
The company now holds the business license with the unified social credit code of 91440300754256352l issued by Shenzhen market supervision administration. It is a permanent joint stock limited company with a registered capital of 63.87 million yuan and its legal representative is Ouyang Zhengliang. Business scope: general business items: R & D and sales of embedded software; Import and export of goods and technologies (excluding distribution and goods exclusively controlled by the state; house leasing and equipment leasing (excluding financial leasing activities). The licensed business items are: the production and sales of electronic accessories and new electronic components; Production of household appliance control board, communication power supply, electronic accessories and new electronic components; R & D, production and sales of electronic intelligent controller, communication power supply, power battery products, automotive electronic products, LED products, electronic automation equipment, household appliances, smart home, health and beauty care electronic products and lighting appliances; Research and development, production, sales and installation of charging piles for new energy vehicles; Sales, import and export of class II medical devices. The registered address is the first to fourth floors of building 3, Zhengfeng Industrial Park, Nandong East Ring Road, Huangpu Community, Xinqiao street, Bao'an District, Shenzhen. The total share capital of the company is 63.87 million shares, with a par value of 1 yuan per share.
Upon verification by our lawyers, Shenzhen Longtech Smart Control Co.Ltd(300916) has formulated the articles of association in accordance with the company law, the securities law and other relevant provisions. The articles of association stipulates the company's business purpose and scope, shares, shareholders and general meetings, board of directors, general manager and other senior managers, board of supervisors, financial and accounting system, profit distribution and audit, merger / division / capital increase / capital reduction / dissolution / liquidation and amendment of the articles of association.
The lawyer of the firm has verified in the national enterprise credit information publicity system that Shenzhen Longtech Smart Control Co.Ltd(300916) registration status is existing. In conclusion, our lawyers believe that Shenzhen Longtech Smart Control Co.Ltd(300916) effectively exists, and there is no situation that the company is not allowed to implement the equity incentive plan according to laws, regulations and normative (II)
According to the company's instructions, and the lawyers of the firm reviewed the audit report (ztsz (2022) No. 441a013222) and the self-evaluation report on internal control in Shenzhen Longtech Smart Control Co.Ltd(300916) 2021 issued by Zhitong Certified Public Accountants (special general partnership) after the audit of the company's financial report in 2021, and consulted the information announced by the company, Our lawyers believe that Shenzhen Longtech Smart Control Co.Ltd(300916) does not have the following circumstances that prohibit the implementation of equity incentive plan as stipulated in Article 7 of the management measures:
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. There has been a company that fails to comply with laws and regulations within the last 36 months after listing
