Guohao law firm (Shanghai) on Robotechnik Intelligent Technology Co.Ltd(300757)
Grant of equity incentive plan
of
Legal opinion
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Website / Web site: http://www.grandall.com.cn.
January 2022
Guohao law firm (Shanghai)
About Robotechnik Intelligent Technology Co.Ltd(300757)
Legal opinion on the granting of equity incentive plan
To: Robotechnik Intelligent Technology Co.Ltd(300757)
Section I introduction of legal opinion
1、 Basis for issuing legal opinion
Guohao law firm (Shanghai) (hereinafter referred to as “the firm”) has accepted the entrustment of Robotechnik Intelligent Technology Co.Ltd(300757) (hereinafter referred to as “the company” or ” Robotechnik Intelligent Technology Co.Ltd(300757) “) to act as the special legal adviser for the implementation of the restricted stock incentive plan (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 incentive of listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guide for business handling of GEM listed companies No. 5 – equity incentive and other relevant laws, regulations and normative documents, This legal opinion is issued on the relevant matters involved in the grant of Robotechnik Intelligent Technology Co.Ltd(300757) restricted stock incentive plan (hereinafter referred to as “this grant”) in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry.
2、 Relevant definitions and abbreviations involved in the legal opinion
In this legal opinion, the following abbreviations have the following meanings respectively, unless the context requires another interpretation or the interpretation has been marked:
Robotechnik Intelligent Technology Co.Ltd(300757) / company means Robotechnik Intelligent Technology Co.Ltd(300757)
Articles of association means the Robotechnik Intelligent Technology Co.Ltd(300757) articles of association
This incentive plan refers to Robotechnik Intelligent Technology Co.Ltd(300757) 2021 restricted stock incentive plan
Incentive plan (Draft) refers to the Robotechnik Intelligent Technology Co.Ltd(300757) 2021 restricted stock incentive plan (Draft)
According to the conditions and prices specified in the incentive plan, the company grants incentive class I restricted shares, which refer to a certain number of company shares. Such shares are set with a certain period of restricted sales period. The restricted sales and circulation can be lifted only after the conditions for lifting the restricted sales specified in the incentive plan are met
The incentive objects that meet the grant conditions of the incentive plan obtain and register the shares of the company in batches according to the agreed proportion after meeting the corresponding class II restricted stock ownership conditions
According to the provisions of this incentive plan, the directors, senior managers, core managers and core technical (business) personnel of the company that obtains restricted shares (including the incentive object refers to the subsidiary, the same below)
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 of each restricted stock granted by the company to the incentive object
The period from the completion of the registration of the first grant of restricted shares / the date of grant to the effective date refers to the period during which all the restricted shares granted to the incentive object are released from the restriction / ownership or the cancellation / invalidation of repurchase
The restricted sale period refers to the period during which the class I restricted shares granted to the incentive object under the incentive plan are prohibited from being transferred, used for guarantee and debt repayment
After the completion of the conditions for lifting the restrictions on sales specified in the incentive plan, the period for the incentive object to lift the restrictions on sales refers to the period during which the restricted shares of class I can be lifted and listed for circulation
The conditions for lifting the restriction on sale refer to the conditions that must be met for the incentive object to obtain the first type of restricted shares to lift the restriction on sale according to the incentive plan
Attribution refers to the behavior that the listed company registers the shares in the account of the incentive object after the incentive object of the second type of restricted stock meets the benefit conditions
Attribution conditions refer to the benefit conditions set up by the restricted stock incentive plan, and the incentive object is to obtain the second type of incentive stock
Vesting date refers to the date on which the granted shares are registered after the incentive objects of class II restricted shares meet the benefit conditions. It must be the trading day
CSRC refers to the China Securities Regulatory Commission
Shenzhen stock exchange refers to Shenzhen Stock Exchange
This office refers to Guohao law firm (Shanghai)
Company law means 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 (Order No. 126 of CSRC)
Listing Rules refer to Shenzhen Stock Exchange GEM Listing Rules (revised in 2020)
Business guide refers to the guide for business handling of companies listed on GEM No. 5 – equity incentive
Articles of association means the Robotechnik Intelligent Technology Co.Ltd(300757) articles of association
China means the people’s Republic of China. For the purpose of this legal opinion, it does not include Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan
Yuan and 10000 yuan refer to RMB yuan and 10000 yuan
3、 Matters stated in the legal opinion
Our lawyers have issued legal opinions in accordance with the facts that have occurred or existed before the date of issuance of legal opinions and the relevant provisions of current laws, regulations and other normative documents.
Our lawyers only express legal opinions on issues related to Chinese law.
In accordance with the company law, the administrative measures, the administrative measures for securities legal business of law firms and the practicing rules for securities legal business of law firms, as well as 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 and followed the principles of diligence and good faith, The company has conducted sufficient verification and verification 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 shall bear corresponding legal liabilities.
During the foregoing verification, the company guarantees that it has provided and disclosed to the lawyers of the firm the true, accurate and complete original written materials, duplicate materials or oral testimony necessary for the issuance of this legal opinion; Guarantee that the materials and documents provided and the facts disclosed are free from any false, concealment, misleading statement or material omission. The company guarantees that the copy materials provided are consistent with the original, and the copy is consistent with the original; Ensure that all signatures and seals on the documents and materials provided are true and valid; Ensure that all oral statements and statements are consistent with the facts.
When issuing this legal opinion, our lawyers have fulfilled the special duty of care of legal professionals for business matters related to law and the general duty of care of ordinary people for other business matters. There are no false records, misleading statements or major omissions in the documents produced and issued.
For the facts that are essential to the issuance of this legal opinion and cannot be supported by independent evidence, the exchange relies on the certificates or explanatory documents issued by relevant government departments, companies or other relevant institutions to make judgments.
Our lawyers agree that the company shall quote the contents of this legal opinion in accordance with the review requirements of the CSRC and Shenzhen Stock Exchange, but when the company makes the above quotation, it shall not lead to legal ambiguity or misinterpretation due to the quotation, and the relevant contents quoted shall be reviewed and confirmed by our lawyers.
This legal opinion is only Robotechnik Intelligent Technology Co.Ltd(300757) used for the purpose of this restricted stock incentive plan. No unit or individual may use this legal opinion or any part thereof for any other purpose unless prior written authorization is obtained from the lawyer of this firm.
Section II body of legal opinion
1、 Approval and authorization for this grant
1. On December 5, 2021, the company held the 17th meeting of the second board of directors, The proposal on < Robotechnik Intelligent Technology Co.Ltd(300757) 2021 restricted stock incentive plan (Draft) and its summary, the proposal on < Robotechnik Intelligent Technology Co.Ltd(300757) 2021 restricted stock incentive plan implementation assessment management measures, and the proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive of the company were reviewed and adopted. Director Wu Tingbin and director Zhang Jianwei are the incentive objects of this incentive plan and have avoided voting.
2. On December 5, 2021, the company held the 16th meeting of the second board of supervisors, The proposal on < Robotechnik Intelligent Technology Co.Ltd(300757) 2021 restricted stock incentive plan (Draft) and its summary, the proposal on < Robotechnik Intelligent Technology Co.Ltd(300757) 2021 restricted stock incentive plan implementation assessment management measures, the proposal on verifying the list of incentive objects of < Robotechnik Intelligent Technology Co.Ltd(300757) 2021 restricted stock incentive plan and other relevant proposals of the incentive plan were reviewed and approved, It is believed that the implementation of the incentive plan will be conducive to the sustainable development of the company, without damaging the interests of the company and all shareholders, and the list of incentive objects is verified.
3. On December 5, 2021, the independent directors of the company issued independent opinions and unanimously agreed that the company would implement the equity incentive.
4. The company was posted on cninfo.com on December 6, 2021（ http://www.cn.info.com.cn. ）It disclosed the Robotechnik Intelligent Technology Co.Ltd(300757) 2021 restricted stock incentive plan (Draft) and its abstract, the administrative measures for the implementation and assessment of Robotechnik Intelligent Technology Co.Ltd(300757) 2021 restricted stock incentive plan, the list of incentive objects of Robotechnik Intelligent Technology Co.Ltd(300757) 2021 restricted stock incentive plan and other announcements, On December 6, 2021, the company issued the publicity on the list of incentive objects of Robotechnik Intelligent Technology Co.Ltd(300757) restricted stock incentive plan in 2021 through the company’s OA office system to publicize the list and positions of the proposed incentive objects. The publicity period is from December 6, 2021 to December 16, 2021, with a total of 11 days. During the above publicity period, if you have any objection to the incentive object, you can feed back your opinions to the board of supervisors of the company orally and in writing. As of the expiration of the publicity period, the board of supervisors of the company has not received any objection from any employee to the proposed incentive object during the publicity period.
On December 18, 2021, the company disclosed the verification opinions and publicity statement of the board of supervisors on the list of incentive objects of the company’s restricted stock incentive plan in 2021. The board of supervisors held that the persons listed in the list of incentive objects of the company’s restricted stock incentive plan in 2021 met the conditions specified in relevant laws, regulations and normative documents, If it meets the conditions of the incentive object specified in the incentive plan, it is legal and effective as the incentive object of the restricted stock incentive plan.
5. On December 23, 2021, the company held the first extraordinary general meeting of shareholders in 2021, which deliberated and adopted the regulations on
