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Beijing Kangda law firm
About Shenzhen Hui Chuang Da Technology Co.Ltd(300909)
2022 restricted stock incentive plan (Draft)
Legal opinion
Kangda FA Yi Zi [2022] No. 0198
January, 2002
Beijing Kangda law firm
About Shenzhen Hui Chuang Da Technology Co.Ltd(300909)
Legal opinion on 2022 restricted stock incentive plan (Draft)
Kangda FA Yi Zi [2022] No. 0198 to: Shenzhen Hui Chuang Da Technology Co.Ltd(300909)
Beijing Kangda law firm (hereinafter referred to as "the firm") has accepted the entrustment of Shenzhen Hui Chuang Da Technology Co.Ltd(300909) (hereinafter referred to as " Shenzhen Hui Chuang Da Technology Co.Ltd(300909) " or "the company") as the special legal adviser for the company's 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 (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"), the Listing Rules of Shenzhen Stock Exchange gem shares (hereinafter referred to as the "Listing Rules") This legal opinion is issued in accordance with the provisions of relevant national laws, regulations and normative documents such as the guidelines for self-regulation of companies listed on the growth enterprise market of Shenzhen Stock Exchange No. 1 - business handling (hereinafter referred to as the "guidelines for self-regulation No. 1") and in accordance with the recognized business standards, ethics and diligence of the lawyer industry.
Our lawyers only rely on the facts that have occurred or existed before the date of issuance of this legal opinion, as well as the provisions of the company law, the securities law, the administrative measures, the listing rules, the self regulatory guide No. 1 and other current laws, regulations and normative documents. For the fact that this legal opinion is crucial and cannot be supported by independent evidence, the exchange relies on the statements and guarantees of Shenzhen Hui Chuang Da Technology Co.Ltd(300909) and other relevant parties to give opinions.
This legal opinion is limited to Shenzhen Hui Chuang Da Technology Co.Ltd(300909) this incentive plan and shall not be used for other purposes. Our lawyers agree to take this legal opinion as a necessary legal document for Shenzhen Hui Chuang Da Technology Co.Ltd(300909) implementing the incentive plan, report it together with other materials, and bear the responsibility for the legal opinion issued by our firm according to law. Our lawyers agree that the company may quote some or all of the contents of this legal opinion, but when the company makes the above quotation, it shall not cause legal ambiguity or misinterpretation due to the quotation.
In order to issue this legal opinion, our lawyers have consulted and copied the documents and materials that need to be consulted in order to issue this legal opinion, Shenzhen Hui Chuang Da Technology Co.Ltd(300909) guarantees to us that all statements, documents, materials and information provided to us are true, complete and accurate without false elements, major omissions or misleading statements, And the copies or copies of relevant documents and materials are consistent with the original.
Our lawyers have strictly performed their statutory duties, followed the principles of diligence and good faith, fully verified the legitimacy, compliance and authenticity of Shenzhen Hui Chuang Da Technology Co.Ltd(300909) implementation of this incentive plan, and issued legal opinions accordingly. There are no false records, misleading statements and major omissions in this legal opinion.
After consulting relevant documents and materials, checking and verifying them, our lawyers issue the following legal opinions in accordance with the recognized business standards, ethics and the spirit of diligence and responsibility in the lawyer industry:
1、 The company is qualified to implement the incentive plan
(I) the company is a joint stock limited company established and listed according to law
1. After verification, the predecessor of Shenzhen Hui Chuang Da Technology Co.Ltd(300909) Shenzhen Shenzhen Hui Chuang Da Technology Co.Ltd(300909) Technology Co., Ltd. (hereinafter referred to as Shenzhen Hui Chuang Da Technology Co.Ltd(300909) Co., Ltd.) was established on February 2, 2004 and changed into a joint stock limited company by way of overall change on November 11, 2015.
2. According to the reply of China Securities Regulatory Commission (hereinafter referred to as "CSRC") on Approving the registration of Shenzhen Hui Chuang Da Technology Co.Ltd(300909) initial public offering (zjxk [2020] No. 2622) and the notice of Shenzhen Stock Exchange (hereinafter referred to as "SZSE") on the listing of Shenzhen Hui Chuang Da Technology Co.Ltd(300909) RMB common shares on the gem (SZS [2020] No. 1055), The company's shares were listed on the gem of Shenzhen Stock Exchange on November 18, 2020. The securities are abbreviated as " Shenzhen Hui Chuang Da Technology Co.Ltd(300909) " and the securities code is "300909".
(II) the company is validly existing according to law and its shares are continuously traded on the Shenzhen Stock Exchange
1. After verification, the company now holds the business license (Unified Social Credit Code: 914403007586056365) issued by Shenzhen market supervision and Administration Bureau. According to the business license and the current Shenzhen Hui Chuang Da Technology Co.Ltd(300909) articles of Association (hereinafter referred to as the "articles of association"), the domicile of the company is building 2-2, tongfuyu Industrial Zone, Aiqun Road, Shiyan street, Bao'an District, Shenzhen, Guangdong Province, the legal representative is Li Ming, the enterprise type is other joint stock limited company (listed), and the registered capital is 100.90666 million yuan, The business scope is "general business items include: establishment of industries (specific items will be reported separately); China trade; import and export business; house leasing. (the above items do not include items that need pre-approval and prohibition according to laws, administrative regulations and decisions of the State Council) 。 The licensed business items are: R & D, production and sales of electronic switches, metal film keys, light guide films, backlight modules, digital accessories, leather case keyboard ", and the business term is long-term.
2. After verification, as of the date of issuance of this legal opinion, the company does not have the following circumstances requiring termination or dissolution specified in laws and regulations, normative documents and the articles of association:
(1) The business term specified in the articles of association expires or other reasons for dissolution specified in the articles of association occur;
(2) The general meeting of shareholders decides to dissolve;
(3) Dissolution is required due to the merger or division of the company;
(4) The business license is revoked, ordered to close down or revoked according to law;
(5) In case of serious difficulties in operation and management, the continued existence will cause heavy losses to the interests of shareholders, which cannot be solved through other means. Shareholders holding more than 10% of the voting rights of all shareholders of the company request the people's court to dissolve the company. 3. After verification, as of the date of issuance of this legal opinion, the company's shares are still listed and traded on the gem of Shenzhen Stock Exchange, and there is no suspension or termination of listing stipulated by laws, regulations and listing rules.
(III) the company is not allowed to implement the equity incentive plan
After verification, as of the date of issuance of this legal opinion, the company has no following circumstances that prohibit the implementation of equity incentive plan 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) 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, the company is a joint stock limited company established and effectively existing according to law. The company's shares are listed and traded on the gem of Shenzhen Stock Exchange, and the company does not exist
2、 Main contents of this incentive plan
January 24, 2022, The company held the 23rd Meeting of the second board of directors and deliberated and adopted the proposal on and its summary (hereinafter referred to as "incentive plan (Draft)") and the proposal on < Shenzhen Hui Chuang Da Technology Co.Ltd(300909) 2022 restricted stock incentive plan implementation and assessment management measures " Proposals related to this incentive plan, such as the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company's restricted stock incentive plan in 2022.
After verification, the incentive plan (Draft) consists of 11 chapters, mainly including the purpose and principle of the incentive plan, the management organization of the incentive plan, the basis and scope of determining the incentive object, the stock source of the incentive plan, the number of restricted shares granted, the validity period, the grant date, the attribution arrangement and the lock up period, the grant price and the determination method Conditions of grant and attribution, adjustment methods and procedures of this incentive plan, implementation procedures of this incentive plan, accounting treatment of restricted shares, respective rights and obligations of the company / incentive object, treatment and supplementary provisions of changes of the company / incentive object, etc.
Our lawyers believe that the incentive plan (Draft) has stated the relevant matters of the incentive plan, which is in line with Article 9 of the administrative measures and the relevant provisions of the listing rules.
The lawyers of the firm checked the incentive plan of the company item by item in accordance with the administrative measures, listing rules and other relevant provisions, as follows:
(I) purpose of this incentive plan
According to the incentive plan (Draft), the purpose of this incentive plan is to further improve the corporate governance structure, establish and improve the company's long-term incentive and restraint mechanism, attract and retain key personnel, fully mobilize the enthusiasm and creativity of the company's core team, effectively improve the team cohesion and enterprise core competitiveness, and effectively The interests of shareholders and core team are combined to 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.
(II) determination basis and scope of incentive objects
1. Basis for determining incentive objects
(1) Legal basis for determining incentive objects
The incentive object of this incentive plan is determined according to 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 of this incentive plan are the directors and senior managers who served in the company at the time of the announcement of the incentive plan (Draft), as well as the managers and technical (business) personnel who have a direct impact on the company's business performance and future development, excluding independent directors and supervisors. The salary and assessment committee of the company shall draw up the list of incentive objects, which shall be verified and determined by the board of supervisors of the company.
2. Scope of this incentive object
The total number of incentive objects to be granted in this incentive plan is 127, accounting for about 9.68% of the total number of employees of the company (the total number of employees of the company as of December 31, 2020 is 1312), including:
(1) Directors and senior managers of the company;
(2) Management personnel and technical (business) personnel who have a direct impact on the company's business performance and future development. Among the above incentive objects, directors and senior managers must be elected by the general meeting of shareholders or appointed by the board of directors of the company. The first granted incentive objects involved in this incentive plan do not include independent directors, supervisors, shareholders or actual controllers who individually or jointly hold more than 5% of the company's shares and their spouses, parents and children. All incentive objects must have employment or labor relations with the company when the company grants restricted shares and within the assessment period specified in the incentive plan.
The target is 1 foreign employees, who are Lin Maoyu, Taiwan, China. He graduated from Taiwan National University of success and received master's degree in engineering science. He is currently the R & D director of R & D center. After joining the company, Mr. Lin Maoyu was responsible for the company's R & D projects and engaged in the process management from new project R & D to mass production. In the process of providing products and services to relevant customers, continuously understand the potential needs of different types of customers and promote the innovation of the company's products, which is conducive to ensuring the sustainable innovation of the company's technology. Therefore, in order to bind the personal interests of the incentive object with the interests of the company for a long time and closely, and play a corresponding incentive role, the company grants the incentive object restricted shares. The company's inclusion of Lin Maoyu in this incentive plan is in line with the actual situation and future development needs of the company, and in line with the provisions of the administrative measures, listing rules and other relevant laws and regulations, which is necessary and reasonable. 3. Verification of incentive objects
According to the incentive plan (Draft), after the incentive plan is reviewed and approved by the board of directors, the name and position of the incentive object shall be publicized through the company's website or other channels, and the publicity period shall not be less than 10 days, and the convening date of the general meeting of shareholders shall not be earlier than the end of the publicity period; The board of supervisors of the company shall review the list of incentive objects, fully listen to the publicity opinions, and disclose the review opinions of the board of supervisors on the incentive list and the description of the publicity situation five days before the general meeting of shareholders of the company considers the incentive plan, including the publicity way, publicity period, objections raised by internal personnel of the company, etc. The list of incentive objects adjusted by the board of directors of the company shall also be verified by the board of supervisors of the company.
Lawyers of the firm believe that the incentive plan has defined the basis and scope for determining the incentive object, which is in line with the provisions of item (II) of Article 9 of the management measures; The qualification and scope of incentive objects comply with Article 8 of the administrative measures and article 8.4.2 of the listing rules.
(III) source, quantity and distribution of restricted shares
1. Shares of this incentive plan
