about
3 Zhejiang Zhongcheng Packing Material Co.Ltd(002522) 022 legal opinion on restricted stock incentive plan (Draft)
May, 2002
11th and 12th floors, Taiping finance building, 6001 Yitian Road, Futian District, Shenzhen, China postcode: 518017
11-12F, TAIPING FINANCE TOWER, NO.6001YITIAN ROAD, FUTIAN, SHENZHEN , CHINA
Tel: (0755) 88265288 Fax: (0755) 88265537
Website: www.shujin.com cn.
Guangdong Xinda law firm
About Kingsignal Technology Co.Ltd(300252)
2022 restricted stock incentive plan (Draft)
Legal opinion
Xin Da Li Zi [2022] No. 052 to: Kingsignal Technology Co.Ltd(300252)
Guangdong Xinda law firm (hereinafter referred to as "Xinda") is entrusted by Kingsignal Technology Co.Ltd(300252) (hereinafter referred to as " Kingsignal Technology Co.Ltd(300252) " or "the company") to participate in Kingsignal Technology Co.Ltd(300252) 2022 restricted stock incentive plan project as a special legal adviser. Xinda is now 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 GEM stocks of Shenzhen Stock Exchange (revised in December 2020), the self regulatory guide for GEM listed companies of Shenzhen Stock Exchange No. 1 - business handling and other relevant laws, regulations and normative documents, and in accordance with the business standards recognized by the lawyer industry This legal opinion is issued on the 2022 restricted stock incentive plan to be implemented by Kingsignal Technology Co.Ltd(300252) in the spirit of ethics and diligence.
catalogue
Section 1 interpretation Section 2 lawyer's statement 5 Section III body of legal opinion six
1. Subject qualification of this incentive plan six
2. Main contents of this incentive plan seven
3. Procedures for the formulation, deliberation and publicity of this incentive plan twenty
4. Information disclosure involved in this incentive plan twenty-two
5. The company did not provide financial support for the incentive object twenty-two
6 the impact of this incentive plan on the interests of the company and all shareholders twenty-two
7 concluding observations twenty-three
Section I interpretation
Unless the context otherwise requires, the following abbreviations have the following specific meanings in this legal opinion:
Abbreviation / full name / interpretation
The company, Kingsignal Technology Co.Ltd(300252) refers to Kingsignal Technology Co.Ltd(300252)
This incentive plan refers to 3 Zhejiang Zhongcheng Packing Material Co.Ltd(002522) 022 restricted stock incentive plan
Incentive plan (Draft) refers to the 3 Zhejiang Zhongcheng Packing Material Co.Ltd(002522) 022 restricted stock incentive plan (Draft) and its abstract
The assessment measures refer to the measures for the administration of the assessment of the implementation of the restricted stock incentive plan in 3 Zhejiang Zhongcheng Packing Material Co.Ltd(002522) 022
Incentive objects refer to the directors, senior managers and key employees of the company (including holding subsidiaries) who obtain restricted shares in accordance with the provisions of this incentive plan
Restricted stock and the second category refer to the shares of the company obtained and registered by the restricted stock after meeting the corresponding attribution conditions
The grant date refers to the date on which the company grants restricted shares to the incentive object, and the grant date must be the trading day
The grant price refers to the price determined by the company to grant restricted shares to the incentive object and the incentive object obtains the shares of the company
The term of validity refers to the period from the date of the 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 listed company registers the shares in the account of the incentive object after the incentive object meets the benefit conditions
Vesting date refers to the date when the granted shares are registered after the incentive object meets the benefit conditions. It must be the trading day
Attribution conditions refer to the benefit conditions set up by the restricted stock incentive plan, and the incentive object is to obtain the incentive stock
CSRC refers to the China Securities Regulatory Commission
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
Self regulatory guide 1 refers to the self regulatory guide for listed companies of Shenzhen Stock Exchange No. 1 - business handling
Listing Rules refers to the Listing Rules of Shenzhen Stock Exchange gem
The articles of association refers to the Kingsignal Technology Co.Ltd(300252) articles of association
This legal opinion refers to this article, that is, the legal opinion of Guangdong Xinda law firm on the 2022 restricted stock incentive plan of Shenzhen Kingsignal Technology Co.Ltd(300252) High Tech Co., Ltd
Guangdong Xinda law firm
RMB refers to the legal currency of the people's Republic of China (referring to China, excluding Taiwan, Hong Kong and Macao Special Administrative Regions for the purpose of this legal opinion only)
Section 2 lawyer's statement
Cinda is a law firm registered in China and qualified to practice. It is qualified to provide legal opinions under this legal opinion on the understanding and application of Chinese laws, administrative regulations and normative documents.
Cinda issued legal opinions based on the current effective laws, regulations and normative documents of China as of the date of issuance of this legal opinion, as well as the understanding of the relevant facts involved in this incentive plan.
The company has assured Xinda that the documents provided and the statements and explanations made are complete, true and effective, and all facts and documents sufficient to affect this legal opinion have been disclosed to Xinda without any concealment or omission.
This legal opinion is only used by the company for the purpose of this incentive plan, and shall not be used for any other purpose without the written consent of Cinda and Cinda's lawyer.
Cinda agrees to take this legal opinion as one of the necessary legal documents of the company's incentive plan, report or publicly disclose it together with other application materials, and bear corresponding legal liabilities for the legal opinions issued according to law. Xinda has checked and verified the relevant facts involved in the company's incentive plan in accordance with the requirements of relevant laws and regulations and in accordance with the business standards, ethics and diligence recognized by our lawyer industry, and issued this legal opinion.
Section III body of legal opinion
1 subject qualification of this incentive plan 1.1 the company is established according to law and exists effectively
According to the business license and articles of association held by the company and the inquiry of jingxinda lawyer in the national enterprise credit information publicity system, as of the issuance date of this legal opinion, the company now holds the business license issued by Shenzhen market supervision administration (Unified Social Credit Code: 91440 Bybon Group Company Limited(300736) 281327c); The residence is 26 / F, block B, building 10, Shenzhen Bay science and technology ecological park, No. 10, Gaoxin South ninth Road, high tech Zone community, Yuehai street, Nanshan District, Shenzhen; The legal representative is Huang Changhua; The registered capital is 57715383400 yuan; The business scope includes communication cables and connectors, high-frequency connectors and components, low-frequency connectors and components, high-speed connectors and components, optical fiber cables and optical fiber components, photoelectric connectors and transmission devices, photoelectric components and components, power lines and components, integrated network harness products, printed circuit boards, automobile harnesses and components, indoor distribution systems, industrial connectors and components, fluid connectors, passive components Technical development, production (production site shall be licensed separately) and sales of communication equipment and related products (the above items do not include franchise, special control, monopoly and restricted items); Operate import and export business. (except for projects prohibited by laws, administrative regulations and decisions of the State Council, restricted projects can be operated only after obtaining permission); R & D, production and sales of electronic products and test equipment (excluding franchise, special control, monopoly and restricted projects), technical services and technical consultation; General freight; Technical R & D, production and sales of additive manufacturing equipment, consumables, parts and software; Manufacturing and sales of marine engineering special equipment, navigation, meteorology and marine special instruments.
The company is a joint stock limited company established by Shenzhen Kingsignal Technology Co.Ltd(300252) Cable Technology Co., Ltd. on April 2, 2002. According to the reply on approving Kingsignal Technology Co.Ltd(300252) initial public offering and listing on GEM (zjxk [2011] No. 1130) issued by China Securities Regulatory Commission, the company made initial public offering and listed on gem of Shenzhen Stock Exchange on August 18, 2011. The stock is abbreviated as " Kingsignal Technology Co.Ltd(300252) " and the stock code is " Kingsignal Technology Co.Ltd(300252) ".
After verification, Xinda lawyer believes that as of the date of issuance of this legal opinion, the company is a joint stock limited company established and validly existing according to law, and there is no situation requiring the termination of the company as stipulated in laws, regulations, normative documents or the articles of association.
1.2 the company is not allowed to implement this incentive plan
According to the annual audit report of 3 Zhejiang Zhongcheng Packing Material Co.Ltd(002522) 021 issued by Zhonghui Certified Public Accountants (special general partnership) (Zhonghui kuaishan [2022] No. 2879), the annual report of the company in 2021 and the written confirmation of the company, and verified by Xinda lawyer, the company does not have the following circumstances that the equity incentive plan shall not be implemented as stipulated in Article 7 of the management measures:
(1) The financial and 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 a certified public accountant;
(3) Failure to distribute profits in accordance with laws and regulations, articles of association and public commitments within the last 36 months after listing;
(4) Laws and regulations on equity incentive shall not be implemented;
(5) Other circumstances recognized by the CSRC.
After verification, Xinda lawyer believes that the company is not allowed to implement the equity incentive plan as stipulated in Article 7 of the management measures.
In conclusion, lawyer Xinda believes that the company is qualified to implement the incentive plan. 2. Main contents of this incentive plan
On May 20, 2022, the company held the fourth meeting of the Fourth Board of directors in 2022, Relevant proposals related to this incentive plan, including the proposal on Kingsignal Technology Co.Ltd(300252) 2022 restricted stock incentive plan (Draft) and its summary, the proposal on Kingsignal Technology Co.Ltd(300252) 2022 restricted stock incentive plan implementation assessment management measures, and the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to the company's 2022 restricted stock incentive plan, were deliberated and adopted. Xinda lawyer has checked whether the contents stipulated in the incentive plan (Draft) comply with the relevant provisions of the management measures one by one, as follows: 2.1 the purpose of this incentive plan
According to the incentive plan (Draft), the purpose of the company's implementation of this incentive plan is to further improve the company's long-term incentive mechanism, attract and retain talents, fully mobilize the enthusiasm of the company's core team, effectively combine the interests of shareholders, the company and the personal interests of the core team, make all parties pay common attention to the long-term development of the company and ensure the realization of the company's development strategy and business objectives.
After verification, lawyer Xinda believes that the "purpose of equity incentive plan" has been stipulated in the incentive plan (Draft), which is in line with the provisions of item (I) of Article 9 of the administrative measures. 2.2 determination basis and scope of incentive objects
(1) Determination basis of incentive object
① Legal basis for determining incentive objects
According to the incentive plan (Draft), the incentive object of this incentive plan is determined in accordance with the company law, securities law, administrative measures, listing rules, self regulatory guide No. 1 and other relevant laws, regulations, normative documents and the relevant provisions of the articles of association, in combination with the actual situation of the company.
② Job basis for determining incentive objects
The incentive objects involved in this incentive plan are directors, senior managers and core backbone employees of the company (including holding subsidiaries, the same below). The above incentive objects are those who have a direct impact on the company's business performance and future development, which is in line with the purpose of this incentive plan. To meet the requirements of this excitation
