Guohao law firm (Shanghai)
About
Shanghai Guao Electronic Technology Co.Ltd(300551) restricted stock incentive plan in 2022
(Draft)
of
Legal opinion
Floor 23-25, Jiadi center, No. 968, Beijing West Road, Shanghai 200041
23-25th Floor, Garden Square, No. 968 West Beijing Road, Shanghai 200041, China
Tel: + 86 21 5234 1668 Fax: + 86 21 5243 3320
Website: http://www.grandall.com.cn.
January 2002
To: Shanghai Guao Electronic Technology Co.Ltd(300551)
Guohao law firm (Shanghai) (hereinafter referred to as "the firm") has accepted the entrustment of Shanghai Guao Electronic Technology Co.Ltd(300551) (hereinafter referred to as " Shanghai Guao Electronic Technology Co.Ltd(300551) " or "the company") to act as the special legal adviser for the company's restricted stock incentive plan in 2022 (hereinafter referred to as "the incentive plan"). Whereas Shanghai Guao Electronic Technology Co.Ltd(300551) held the 21st Meeting of the 4th board of directors on January 19, 2022, deliberated and adopted the proposal on deliberation of the company's restricted stock incentive plan (Draft) in 2022 and its summary and other proposals, our lawyers, 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"), the measures for the administration of equity incentive of listed companies (hereinafter referred to as the "administrative measures") promulgated by the China Securities Regulatory Commission (hereinafter referred to as the "CSRC") The provisions of relevant laws, regulations and normative documents such as the Shenzhen Stock Exchange GEM Listing Rules (revised in December 2020) (hereinafter referred to as the "Listing Rules") and the articles of association of Shanghai Guao Electronic Technology Co.Ltd(300551) company (hereinafter referred to as the "articles of association"), in accordance with the business standards, ethics and diligence recognized by the lawyer industry, Checked and verified the relevant documents provided by the company and issued this legal opinion for the company's incentive plan.
In order to issue this legal opinion, our lawyer hereby makes the following statement:
1、 In accordance with the provisions of the company law, the securities law, the administrative measures and other regulations and the facts that have occurred or exist before the date of issuance of this legal opinion, the exchange and the handling lawyers have strictly performed their statutory duties, followed the principles of diligence and good faith, and fully verified the legality and compliance of the company's incentive plan, Guarantee that this legal opinion is free from false records, misleading statements and major omissions.
2、 Our lawyer agrees to take this legal opinion as a necessary legal document for the company's incentive plan, report it together with other materials, and bear legal responsibility for the legal opinion issued according to law. Our lawyers agree that the company shall quote the relevant contents of this legal opinion in the relevant documents prepared for the implementation of this incentive plan, but when the company makes the above quotation, it shall not cause legal ambiguity or misinterpretation due to the quotation. Our lawyers have the right to review and confirm the corresponding contents of the above relevant documents again.
3、 In order to issue this legal opinion, the company has guaranteed to provide the lawyers of the firm with authentic and effective original written materials, copies or oral testimony necessary for the issuance of this legal opinion. The signatures and / or seals on the relevant materials are true and valid, and the relevant copies or copies are consistent with the original materials or originals, There are no false contents and major omissions.
4、 For the facts that are crucial to this legal opinion and cannot be supported by independent evidence, the exchange relies on the statements or supporting documents issued by relevant government departments, companies or other relevant units to make judgments.
5、 Our lawyers only express opinions on the legal issues related to the company's incentive plan, but do not express opinions on the rationality of the underlying equity value, assessment standards and other non legal matters involved in the company's incentive plan. The quotation of relevant financial data or conclusions in this legal opinion does not mean that the exchange makes any express or implied guarantee for the authenticity and accuracy of these data or conclusions. The institute does not have the appropriate qualification to verify and evaluate such data and conclusions.
This legal opinion is only for the purpose of the company's incentive plan and shall not be used for any other purpose. Our lawyers have verified and verified the relevant documents and facts provided by the company in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, and now issue the following legal opinions:
catalogue
1、 The company meets the conditions for the implementation of equity incentive four
2、 The legality and compliance of the content of this incentive plan five
3、 Legal procedures and information disclosure obligations to be performed by this incentive plan eleven
4、 About the legality and compliance of the incentive object fourteen
5、 The company does not provide financial assistance for incentive objects fourteen
6、 The impact of this incentive plan on the interests of the company and all its shareholders fifteen
7、 Avoidance of related Directors fifteen
8、 Concluding observations fifteen
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1、 The company meets the conditions for equity incentive
(I) the company is legally established and validly existing
1. After verification by our lawyers, the company is a joint stock limited company established by Shanghai gu'ao Electronic Machinery Co., Ltd. on December 13, 2010.
2. With the approval of the reply on Approving the initial public offering of Shanghai Guao Electronic Technology Co.Ltd(300551) shares (zjxk [2016] No. 2176) of China Securities Regulatory Commission and the notice on the listing of Shanghai Guao Electronic Technology Co.Ltd(300551) RMB common shares on the gem (SZS [2016] No. 708) of Shenzhen Stock Exchange, the company's shares were listed on Shenzhen Stock Exchange on October 18, 2016, The stock is abbreviated as " Shanghai Guao Electronic Technology Co.Ltd(300551) ", and the stock code is 300551.
3. After verification by our lawyers, the company now holds the business license with the unified social credit code of 91310000630452159c issued by Shanghai market supervision and Administration Bureau. According to the business license, the legal representative of the company, Chen chongjun, has a registered capital of 304047000 yuan and a domicile at No. 6, Lane 1225, Tongpu Road, Putuo District, Shanghai. Business scope: general items: design, production, sales and after-sales service of financial electronic machines and tools, RMB discriminator and counterfeit banknote discriminator, electronic monitoring equipment (the above items involving pre license are not included) Production and sales of security electronic and mechanical equipment, technical development, technical consultation and technical services of computer software and hardware and related products, sales and after-sales services of communication equipment (except satellite television broadcasting ground receiving facilities), hardware and electricity, office supplies and tax control machines, sales of electronics and appliances, lease of self owned equipment, Engage in technical consultation and technical services in the field of Electronic Science and technology, and rent self owned houses; Information system integration service; Accept the entrustment of financial institutions to engage in information technology and process outsourcing services (excluding financial information services).
(except for the projects subject to approval according to law, the business activities shall be carried out independently according to law with the business license) licensed projects: building intelligent engineering construction; Building intelligent system design; Import and export of goods; Technology import and export. (for projects that must be approved according to law, business activities can be carried out only after being approved by relevant departments. The specific business projects shall be subject to the approval documents or licenses of relevant departments. Business term: July 8, 1996 to long-term.
According to the verification of our lawyers, the company does not need to be terminated in accordance with laws, regulations, normative documents and the articles of association.
(II) the company is not allowed to implement the incentive plan
According to the Shanghai Guao Electronic Technology Co.Ltd(300551) audit report and financial statements [2021] No. za11812 issued by Lixin Certified Public Accountants (special general partnership), the articles of association, the company's written commitment and the verification of our lawyers, the company does not have the situation that the incentive plan shall not be implemented as specified in Article 7 of the management measures:
(1) An audit report with a negative opinion or unable to express an opinion on the financial and accounting report of the most recent fiscal year 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) Equity incentive is not allowed according to laws and regulations;
(5) Other circumstances recognized by the CSRC.
In conclusion, our lawyers believe that as of the date of issuance of this legal opinion, Shanghai Guao Electronic Technology Co.Ltd(300551) has been legally established and effectively existing, there is no situation that the incentive plan shall not be implemented as stipulated in Article 7 of the management measures, has the subject qualification for the implementation of the incentive plan, and meets the conditions for the implementation of equity incentive as stipulated in the management law. 2、 Legality and compliance of the contents of this incentive plan
On January 19, 2022, the company held the 21st Meeting of the 4th board of directors in accordance with legal procedures. The meeting deliberated and adopted the proposal on deliberation of the company's restricted stock incentive plan (Draft) in 2022 and its summary. The Shanghai Guao Electronic Technology Co.Ltd(300551) 2022 restricted stock incentive plan (Draft) (hereinafter referred to as the "incentive plan (Draft)") is divided into 14 chapters, including "interpretation", "purpose and principle of the incentive plan", "management organization of the incentive plan", "basis and scope for determining incentive objects", "source, quantity and distribution of restricted stocks" "Validity period, grant date, attribution arrangement and lock up period of the incentive plan", "grant price and determination method of grant price of restricted stocks", "grant and attribution conditions of restricted stocks", "adjustment methods and procedures of restricted stock incentive plan", "accounting treatment of restricted stocks", "implementation procedures of restricted stock incentive plan" "Respective rights and obligations of the company / incentive object", "handling of changes in the company / incentive object" and "Supplementary Provisions".
After verification by our lawyers, the main contents of the incentive plan (Draft) include:
(I) purpose of this incentive plan
The purpose of this incentive plan is "to further establish and improve the company's long-term incentive and restraint mechanism, attract and retain excellent talents, expand the coverage of incentive objects, strengthen the incentive effect and promote the long-term and stable development of the company".
Our lawyers believe that the purpose of the incentive plan is clearly stated in the incentive plan (Draft), which is in line with the provisions of item (I) of Article 9 of the administrative measures.
(II) determination basis and scope of incentive objects
1. Determination basis of incentive object
(1) Legal basis for determining incentive objects
The incentive objects of the incentive plan are determined in accordance with the company law, securities law, administrative measures and other relevant laws, regulations, normative documents and the articles of association, and in combination with the actual situation of the company.
(2) Job basis for determining incentive objects
The incentive objects granted by this incentive plan are directors, senior managers, middle managers and core backbone personnel of the company (including holding subsidiaries) (excluding independent directors, supervisors and foreign employees, as well as shareholders or actual controllers who individually or jointly hold more than 5% of the shares of the company and their spouses, parents and children). The above incentive objects are the core personnel 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.
2. Scope of incentive objects
The total number of incentive objects granted in the incentive plan for the first time is 100, including:
(1) Directors and senior managers of the company;
(2) Middle management of the company;
(3) Key personnel of the company.
Among the above incentive objects, directors must be elected by the general meeting of shareholders, and senior managers must be appointed by the board of directors of the company. All incentive objects must have employment or labor relations with the company or its subsidiaries within the validity of the incentive plan.
The granting object of reserved rights and interests shall be defined within 12 months after the incentive plan is considered and approved by the general meeting of shareholders. After the proposal of the board of directors, the explicit opinions of the independent directors and the board of supervisors, the professional opinions and legal opinions of the law firm, the company shall timely and accurately disclose the relevant information of the incentive object as required. If the incentive object is not specified for more than 12 months, the reserved rights and interests shall become invalid. The criteria for determining the reserved incentive object shall be determined with reference to the criteria for the first award.
Our lawyers believe that the incentive plan (Draft) clearly states the basis and scope for determining the incentive object,
Comply with item (II) of Article 9 of the administrative measures and article 8.4.2 of the listing rules.
(III) the number of rights and interests to be granted, the type, source, number of underlying shares involved in the rights and interests to be granted, and the percentage in the total share capital of the listed company; Where reserved rights and interests are set, the number of rights and interests to be reserved, the number of underlying stocks involved and the percentage in the total amount of underlying stocks of the restricted stock incentive plan
1. Stock types and sources of this incentive plan
The incentive tool adopted in this incentive plan is the second type of restricted stock, and the source of the underlying stock involved is the company's directional issuance of RMB common shares (A shares) to the incentive object.
2. Number of restricted shares granted
The incentive plan plans to grant 18 million restricted shares to the incentive objects, accounting for 5.92% of the total share capital of 304047000 shares on the announcement date of the draft incentive plan. Among them, 14.5 million shares were granted for the first time, accounting for 80.56% of the total amount to be granted in the incentive plan and 4.77% of the total share capital of the company on the announcement date of the draft incentive plan; 3.5 million shares are reserved, accounting for 19.44% of the total amount to be granted under the incentive plan, accounting for
