Beijing Zhonglun (Shenzhen) law firm
About Gigadevice Semiconductor (Beijing) Inc(603986)
Matters related to repurchase and cancellation of restricted shares
Legal opinion
February, 2002
Beijing Shanghai Shenzhen Guangzhou Chengdu Chongqing Hangzhou Nanjing Haikou Tokyo Hong Kong London New York Los Angeles San Francisco Almaty sco Almaty
Floor 8-10, building a, Rongchao center, 6003 Yitian Road, Futian District, Shenzhen postcode: 518026
8-10/F, Tower A, Rongchao Tower, 6003 Yitian Road, Futian District, Shenzhen 518026, P.R.China
Tel: (86755) 33256666 Fax: (86755) 3320 6888 / 6889
Website: www.zhonglun.com com.
Beijing Zhonglun (Shenzhen) law firm
About Gigadevice Semiconductor (Beijing) Inc(603986)
Matters related to repurchase and cancellation of restricted shares
Legal opinion
To: Gigadevice Semiconductor (Beijing) Inc(603986)
Beijing Zhonglun (Shenzhen) law firm accepts the entrustment of Gigadevice Semiconductor (Beijing) Inc(603986) (hereinafter referred to as " Gigadevice Semiconductor (Beijing) Inc(603986) " or "the company"), Served as Gigadevice Semiconductor (Beijing) Inc(603986) special legal adviser on matters related to the implementation of 2018 stock option and restricted stock incentive plan (hereinafter referred to as "2018 equity incentive plan") and 2020 stock option and restricted stock incentive plan (hereinafter referred to as "2020 equity incentive plan").
In accordance with the company law of the people's Republic of China (hereinafter referred to as the "company law") and 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 "measures") and other relevant laws, regulations and normative documents issued by the China Securities Regulatory Commission (hereinafter referred to as the "CSRC") and the Gigadevice Semiconductor (Beijing) Inc(603986) articles of Association (hereinafter referred to as the "articles of Association") The provisions of the Gigadevice Semiconductor (Beijing) Inc(603986) 2018 stock option and restricted stock incentive plan (Draft) (hereinafter referred to as the "2018 incentive plan") and the Gigadevice Semiconductor (Beijing) Inc(603986) 2020 stock option and restricted stock incentive plan (Draft) (hereinafter referred to as the "2018 incentive plan", together with the "2020 incentive plan", the "equity incentive plan"), Issue a legal opinion on matters related to the repurchase and cancellation of restricted shares under the Gigadevice Semiconductor (Beijing) Inc(603986) equity incentive plan (hereinafter referred to as "the legal opinion").
In order to issue this legal opinion, our lawyer declares the following matters:
1、 In accordance with the provisions of the securities law, the measures for the administration of securities legal business by law firms, the rules for the practice of securities legal business by law firms (for Trial Implementation), and the facts that have occurred or exist before the date of issuance of this legal opinion, the firm and its handling lawyers have strictly performed their statutory duties and followed the principles of diligence, due 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 conclusions and opinions issued are legal and accurate, and there are no false records, misleading statements and major omissions, and is willing to bear corresponding legal responsibilities.
2、 This legal opinion only expresses opinions on the legal issues related to the repurchase and cancellation of restricted shares, and does not express opinions on the accounting, finance and other non legal professional matters involved. When quoting relevant financial data or conclusions in this legal opinion, the exchange has fulfilled the necessary duty of care, but such quoting shall not be regarded as any express or implied guarantee for the authenticity and accuracy of these data and conclusions.
3、 In this legal opinion, we and our lawyers determine whether certain events are legal and effective based on the applicable laws, regulations, rules and normative documents at the time of such events.
4、 The issuance of this legal opinion has been guaranteed by Gigadevice Semiconductor (Beijing) Inc(603986) as follows: Gigadevice Semiconductor (Beijing) Inc(603986) has provided the original written materials, copies, copies, confirmation letters or certificates required by the exchange to issue Gigadevice Semiconductor (Beijing) Inc(603986) this legal opinion; Gigadevice Semiconductor (Beijing) Inc(603986) the documents and materials provided to the exchange are true, accurate, complete and effective without concealment, falsehood and major omissions. If the documents and materials are copies or duplicates, they shall be consistent and consistent with the original.
5、 For the fact that this legal opinion is very important and cannot be supported by independent evidence, this office and its handling lawyers issue legal opinions according to the supporting documents issued by relevant government departments or other relevant units. 6、 The exchange agrees to report this legal opinion as a necessary legal document for matters related to Gigadevice Semiconductor (Beijing) Inc(603986) repurchase and cancellation of restricted shares together with other materials.
7、 The exchange and its lawyers agree that the company shall quote the relevant contents of this legal opinion in the relevant documents prepared for the implementation of repurchase and cancellation of restricted shares, but when the company makes the above quotation, it shall not cause legal ambiguity or misinterpretation due to the quotation, and the relevant contents quoted shall be reviewed and confirmed by the lawyers of the exchange.
8、 This legal opinion is only for the purpose of Gigadevice Semiconductor (Beijing) Inc(603986) repurchase and cancellation of restricted shares, and shall not be used for any other purpose or purpose without the written consent of the exchange.
Based on the above, the firm and its handling lawyers, in accordance with relevant laws, regulations, rules and relevant provisions of the CSRC, and in accordance with the recognized business standards, ethics and diligence spirit of the lawyer industry, issue the following legal opinions:
1、 Comments and authorization for cancellation of this repurchase
(I) approval and authorization of repurchase and cancellation of equity incentive plan in 2018
1. On July 12, 2018, the first extraordinary general meeting of the company in 2018 deliberated and approved the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive.
According to the proposal, the general meeting of shareholders of the company authorizes the board of directors to handle the specific matters related to the incentive plan, including but not limited to the grant, exercise and cancellation of stock options, the grant of restricted shares, the lifting of restrictions on sales, repurchase and cancellation, etc.
2. On October 26, 2021, the 30th meeting of the third board of directors of the company deliberated and approved the proposal on repurchase and cancellation of some stock options and some restricted stocks first granted by the 2018 stock option and restricted stock incentive plan. The board of directors considered that according to the company's 2018 incentive plan and relevant regulations, since seven original incentive objects had resigned for personal reasons and did not meet the provisions on Incentive objects in the company's equity incentive plan, the board of directors considered and decided to cancel the qualification of the above incentive objects and repurchase and cancel all 12622 shares of restricted shares granted but not lifted, The repurchase price is 25.623 yuan / share + deposit interest in the same period (calculated on a daily basis).
Independent directors expressed clear affirmative opinions on the above related matters.
3. On October 26, 2021, the 28th meeting of the third board of supervisors of the company deliberated and approved the proposal on repurchase and cancellation of some stock options and some restricted shares granted for the first time under the 2018 stock option and restricted stock incentive plan. The board of supervisors believes that according to the management measures, the company's 2018 incentive plan and the measures for the administration of the implementation and assessment of the 2018 stock option and restricted stock incentive plan, the seven original incentive objects have resigned for personal reasons, which has not met the provisions on Incentive objects in the company's equity incentive plan, and the board of supervisors agrees to cancel the incentive qualification of the above incentive objects, Repurchase and cancel 1262200 shares of all restricted shares granted but not lifted. The procedures of the board of directors on this repurchase and cancellation of restricted shares comply with relevant regulations and are legal and effective.
(II) approval and authorization of repurchase and cancellation of equity incentive plan in 2020
1. On January 14, 2021, the first extraordinary general meeting of the company in 2021 deliberated and approved the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive. According to the proposal, the general meeting of shareholders of the company authorizes the board of directors to handle the specific matters related to the incentive plan, including but not limited to the grant, exercise and cancellation of stock options, the grant of restricted shares, the lifting of restrictions on sales, repurchase and cancellation, etc.
2. On October 26, 2021, the 30th meeting of the third board of directors of the company deliberated and adopted the proposal on repurchase and cancellation of some stock options and some restricted stocks in the 2020 stock option and restricted stock incentive plan. The board of directors considered that according to the 2020 incentive plan and relevant regulations of the company, since 15 original incentive objects had resigned for personal reasons and did not meet the provisions on Incentive objects in the company's equity incentive plan, the board of directors considered and decided to cancel the qualification of the above incentive objects, repurchase and write off all 600600 restricted shares that did not meet the conditions for lifting the restrictions, The repurchase price is 71.679 yuan / share + deposit interest in the same period (calculated on a daily basis). Independent directors expressed clear affirmative opinions on the above related matters.
3. On October 26, 2021, the 28th meeting of the third board of supervisors of the company passed the proposal on repurchase and cancellation of some stock options and some restricted shares in the 2020 stock option and restricted stock incentive plan. The board of supervisors believes that according to the management measures, the company's 2020 incentive plan and the management measures for the implementation and assessment of 2020 stock option and restricted stock incentive plan and other relevant provisions, since 15 original incentive objects have resigned for personal reasons, they have not met the provisions on Incentive objects in the company's equity incentive plan, and the board of supervisors agrees to cancel the incentive qualification of the above incentive objects, Repurchase and cancel all the restricted shares that fail to meet the conditions for lifting the restrictions on sales, including 600600 shares. The procedures of the board of directors on this repurchase and cancellation of restricted shares comply with relevant regulations and are legal and effective.
The exchange believes that the matters related to the repurchase and cancellation of restricted shares have obtained the necessary approval and authorization at this stage, and comply with the relevant provisions of the management measures, the articles of association and the equity incentive plan.
2、 Basic information of this repurchase cancellation
(I) the cancellation of this repurchase meets the cancellation conditions
According to the provisions of the company's equity incentive plan, if the employment relationship of the incentive object is terminated or terminated due to the reasons specified in the incentive plan (the incentive object submits resignation, etc.), the board of directors may decide to treat the incentive object according to the incentive plan on the date of occurrence, The stock options of the incentive objects that have met the exercise conditions but have not been exercised, or the restricted shares that have met the conditions for lifting the restrictions on sale but have not been lifted, can continue to be retained, the remaining stock options that have not met the exercise conditions shall not be exercised, the remaining restricted shares that have not met the conditions for lifting the restrictions on sale shall not be lifted, and the stock options shall be cancelled by the company, Restricted shares shall be repurchased and cancelled by the company according to the sum of the grant price and the interest on bank deposits in the same period.
A total of 22 original incentive objects resigned for personal reasons in the company's equity incentive plan in 2018 and 2020. According to the provisions of the equity incentive plan, the Company repurchased and cancelled their restricted shares that were not approved to lift the restrictions on sales. This repurchase and cancellation met the cancellation conditions of the equity incentive plan.
(II) objects and quantity of this repurchase
In the 2018 equity incentive plan of the company, the original 7 incentive objects resigned for personal reasons, which has not met the provisions on Incentive objects in the company's equity incentive plan. The company decided to cancel the qualification of the above incentive objects and repurchase and cancel 12622 restricted shares granted but not lifted.
In the 2020 equity incentive plan of the company, the original 15 incentive objects resigned for personal reasons, which has not met the provisions on Incentive objects in the company's equity incentive plan. The company decided to cancel the qualification of the above incentive objects and repurchase and cancel all 60060 restricted shares granted but not lifted.
(III) price of this repurchase
According to the provisions of the company's equity incentive plan, during the period from the date of announcement of the incentive plan to the completion of the exercise of stock options or the registration of restricted shares by the incentive object, if the company has matters such as the conversion of capital reserve into share capital, the distribution of stock dividends, stock subdivision or reduction, allotment and dividend distribution, the exercise price of stock options and the grant price of restricted shares will be adjusted accordingly.
According to the 2018 equity incentive plan of the company, since the company has implemented the 2019 profit distribution plan, the company will distribute a cash dividend of 3.8 yuan (including tax) for every 10 shares based on the total share capital of the company before the implementation of the profit distribution and share capital conversion plan, and increase 4 shares for every 10 shares to all shareholders in the form of capital reserve share capital conversion, According to the adjustment method of the 2018 incentive plan, the grant price was adjusted from 51.385 yuan / share to 36.432 yuan / share. The company has implemented the 2020 profit distribution plan. Based on the total share capital of the company before the implementation of the profit distribution and share capital conversion plan, the company will distribute a cash dividend of 5.6 yuan (including tax) for every 10 shares, and increase 4 shares for every 10 shares to all shareholders in the way of capital reserve into share capital. The method will be adjusted according to the 2018 incentive plan, The grant price was adjusted from 36.432 yuan / share to 25.623 yuan / share.
Except for those who hold relevant positions in the company due to the resignation of the company's incentive plan, they are not limited to those who hold relevant positions in the company in 2018
