Legal opinion
Guangdong Guangxin Junda law firm
About Gosuncn Technology Group Co.Ltd(300098)
The third stock option incentive plan
Incentive object of stock option
Legal opinion
Guangzhou, China
Address: 29th, 10th and 11th floors, Guangzhou Chow Tai Fook financial center, No. 6, Zhujiang East Road, Zhujiang New Town, Tianhe District, Guangzhou Tel: (020) 37181333 Fax: (020) 37181388
Legal opinion
Guangdong Guangxin Junda law firm
About Gosuncn Technology Group Co.Ltd(300098)
The third stock option incentive plan
Granting stock options to incentive objects
Legal opinion
(2022) Guangdong Guangxin Junda lvwei Zi No. [3241-1] to: Gosuncn Technology Group Co.Ltd(300098)
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"), and the measures for the administration of equity incentive of listed companies (hereinafter referred to as the "administrative measures") issued by the China Securities Regulatory Commission (hereinafter referred to as the "CSRC") Shenzhen Stock Exchange has issued relevant laws, regulations and normative documents, such as the Shenzhen Stock Exchange GEM Listing Rules (revised in 2020) (hereinafter referred to as the "Listing Rules") and the Shenzhen Stock Exchange GEM listed companies self regulatory guide No. 1 - business handling, Guangdong Guangxin Junda law firm (hereinafter referred to as "the firm") has accepted the entrustment of Gosuncn Technology Group Co.Ltd(300098) (hereinafter referred to as "the company" and " Gosuncn Technology Group Co.Ltd(300098) ") to issue this legal opinion on matters related to the granting of stock options (hereinafter referred to as "this grant") to incentive objects in the company's phase III stock option incentive plan. The exchange has obtained the company's guarantee that the documents, materials, statements and explanations provided by the company to the exchange are complete, true and effective, and all facts and documents sufficient to affect this legal opinion have been disclosed to the exchange without any concealment or major omission; All signatures and seals in the documents provided by the company are authentic, and the copies, copies or faxes of the documents are consistent with the original.
We promise that our lawyers have strictly performed their statutory duties, followed the principles of diligence and good faith, and fully verified the granting of the company's incentive plan, so as to ensure that there are no false records, misleading statements and major omissions in this legal opinion.
The exchange agrees that the company will take this legal opinion as a necessary document for the implementation of the grant of this incentive plan and publicly disclose it together with other documents and materials.
This legal opinion is only used by the company for the purpose of implementing the grant of this incentive plan, and shall not be used for any other purpose without the prior written consent of the exchange.
In accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, and on the basis of full verification and verification of the relevant documents and facts provided by the company, our lawyers hereby issue the following legal opinions: I. the approval and authorization granted this time
1. On April 29, 2022, the company held the 35th meeting of the 5th board of directors, which deliberated and adopted the proposal on Gosuncn Technology Group Co.Ltd(300098) the third stock option incentive plan (Draft) and its summary, the proposal on Gosuncn Technology Group Co.Ltd(300098) the measures for the implementation and assessment of the third stock option incentive plan, and the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the third stock option incentive plan. The independent directors of the company expressed their independent opinions on the incentive plan. On the same day, the company held the 29th meeting of the 5th board of supervisors, deliberated and approved the proposal on Gosuncn Technology Group Co.Ltd(300098) the third stock option incentive plan (Draft) and its summary, the proposal on Gosuncn Technology Group Co.Ltd(300098) the measures for the implementation and assessment of the third stock option incentive plan, and the verification opinions on Gosuncn Technology Group Co.Ltd(300098) the list of incentive objects of the third stock option incentive plan, The board of supervisors issued verification opinions on this.
2. From April 29, 2022 to May 8, 2022, the company publicized the names and positions of incentive objects in the internal office system. During the publicity period, the board of supervisors of the company did not receive any objection related to the list of proposed incentive objects. After the expiration of the publicity period, the board of supervisors reviewed the list of proposed incentive objects and explained the publicity.
3. On May 16, 2022, the company held the first extraordinary general meeting of shareholders in 2022, The proposal on Gosuncn Technology Group Co.Ltd(300098) the third stock option incentive plan (Draft) and its summary, the proposal on Gosuncn Technology Group Co.Ltd(300098) the management measures for the assessment of legal opinions on the third stock option incentive plan, and the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to the third stock option incentive plan were reviewed and approved, The board of directors is authorized to determine the authorization of stock options to the incentive object when the incentive object meets the conditions and handle all matters necessary for the authorization of stock options.
4. On May 20, 2022, the company held the 36th meeting of the Fifth Board of directors, which deliberated and approved the proposal on granting stock options to the incentive objects of the third stock option incentive plan. The board of directors considered that the granting conditions of the third stock option incentive plan of the company had been met, and agreed to grant 36.1 million stock options to 284 incentive objects of the third stock option incentive plan on May 20, 2022. The independent directors of the company expressed their independent opinions on this.
On the same day, the company held the 30th meeting of the 5th board of supervisors, deliberated and adopted the proposal on granting stock options to the incentive objects of the third stock option incentive plan, and the board of supervisors issued verification opinions on this. Based on the above, our lawyers believe that as of the date of issuance of this legal opinion, this grant of the company has obtained the necessary approval and authorization at this stage, which is in line with the relevant laws, regulations and normative documents such as the administrative measures and the relevant provisions of Gosuncn Technology Group Co.Ltd(300098) phase III stock option incentive plan (Draft) (hereinafter referred to as "incentive plan (Draft)".
2、 Details of this grant
(I) date of this grant
On May 20, 2022, the company held the 36th meeting of the Fifth Board of directors, deliberated and adopted the proposal on granting stock options to the incentive objects of the third stock option incentive plan, and determined that the grant date of this stock option is May 20, 2022.
The independent directors of the company expressed their independent opinions and believed that the board of directors determined that the grant date of stock options was May 20, 2022, which was in line with the relevant provisions on the grant date in the administrative measures and the incentive plan (Draft).
Our lawyers believe that the grant date of this grant complies with the relevant laws, regulations, normative documents such as the company law, the securities law, the administrative measures, legal opinions and the relevant provisions of the incentive plan (Draft).
(II) object and quantity of this grant
On May 20, 2022, the company held the 36th meeting of the 5th board of directors, deliberated and approved the proposal on granting stock options to the incentive objects of the third stock option incentive plan, and agreed to grant 36.1 million stock options to 284 incentive objects of the third stock option incentive plan. The independent directors of the company expressed their independent opinions on this.
On May 20, 2022, the company held the 30th meeting of the 5th board of supervisors, which deliberated and approved the proposal on granting stock options to the incentive objects of the third stock option incentive plan. The board of supervisors verified the list of incentive objects granted and issued verification opinions, confirming that the subject qualification of the incentive objects of the company's stock option incentive plan is legal and effective, and the conditions for the incentive objects to be granted stock options have been met.
The lawyers of the firm believe that the objects and quantity of this grant are in line with the relevant laws, regulations, normative documents such as the administrative measures and the relevant provisions of the incentive plan (Draft).
3、 Conditions of this grant
According to the management measures, incentive plan (Draft) and other relevant provisions, and when the following granting conditions are met at the same time, the board of directors of the company may grant stock options to incentive objects according to the authorization of the general meeting of shareholders:
(I) the company is not under any of the following circumstances:
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;
Legal opinion
5. Other circumstances recognized by the CSRC.
(II) the incentive object does not have any of the following situations:
1. Being identified as an inappropriate candidate by the stock exchange within the last 12 months;
2. Being identified as an inappropriate candidate by the CSRC and its dispatched offices within the last 12 months;
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. The company is not allowed to serve as a director or senior manager 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. The stock option incentive object knows the inside information and buys and sells the company's shares (except for the circumstances that do not belong to inside trading according to laws, administrative regulations and relevant judicial interpretations) or divulges the inside information, resulting in insider trading;
7. Those who are not allowed to participate in the equity incentive of listed companies according to laws and regulations;
8. Other circumstances recognized by the CSRC.
According to the verification of our lawyers, as of the grant date of this incentive plan, neither the company nor the incentive object had the above circumstances. The grant conditions of this incentive plan have been met. The grant of stock options by the company to the incentive object complies with the provisions of the administrative measures and other relevant laws, regulations, normative documents and the incentive plan (Draft), which is legal and effective.
4、 The company does not provide financial assistance to incentive objects
After verification by our lawyers, the incentive plan (Draft) has clearly stipulated that the source of funds of the incentive object is its self raised funds. The company shall not provide loans and other forms of financial assistance for the incentive object to obtain relevant stock options according to the incentive plan, including providing guarantee for its loans.
The independent directors of the company issued Gosuncn Technology Group Co.Ltd(300098) independent legal opinion on relevant matters on May 20, 2022, and believed that the company did not have plans or arrangements to provide loans, loan guarantees or any other financial assistance to incentive objects.
According to the commitment letter issued by the company, the company will not provide loans and other forms of financial assistance for the incentive object to obtain relevant stock options according to the incentive plan, including providing guarantee for its loans.
In conclusion, our lawyers believe that the company does not provide financial assistance to the incentive objects granted this time, which is in line with the provisions of Article 21 of the administrative measures.
5、 Concluding observations
In conclusion, our lawyers believe that as of the date of issuance of this legal opinion, the company has obtained the necessary approval and authorization at this stage; The determination of the grant date, the grant object and the grant conditions of this incentive plan are in line with the relevant laws, regulations, normative documents such as the management measures and the relevant provisions of the incentive plan (Draft), which are legal and effective; The company still needs to fulfill the obligation of information disclosure and go through relevant registration procedures for this grant.
This legal opinion is made in triplicate, which shall come into force after being signed by our lawyer and stamped with our official seal.
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Legal opinion
(there is no text on this page, which is the signature page of the legal opinion of Guangdong Guangxin Junda law firm on granting stock options to incentive objects under the Gosuncn Technology Group Co.Ltd(300098) third stock option incentive plan)
Guangdong Guangxin Junda law firm
Person in charge: Handling lawyer:
Wang Xiaohua, Liu dongshuan
Zhao guangqun
May 20, 2022
