Guohao law firm (Changsha)
About
Changsha Jingjia Microelectronics Co.Ltd(300474)
2021 stock option incentive plan
Grant of reserved rights and interests
of
Legal opinion
17 / F, building B3, Poly International Plaza, Xiangjiang Middle Road, Changsha post code: 410000
17/F, Building B3, Poly InternationalPlaza, Middle Xiangjiang Road, Ch an g s h a 410000, China
Tel: + 86 731 8868 1999 Fax: + 86 731 8868 1999
Website / W eb site: http://www.grandall.com.cn.
February 2022
Guohao law firm (Changsha)
About Changsha Jingjia Microelectronics Co.Ltd(300474)
2021 stock option incentive plan
Grant of reserved rights and interests
of
Legal opinion
To: Changsha Jingjia Microelectronics Co.Ltd(300474)
Guohao law firm (Changsha) (hereinafter referred to as “the firm”) is entrusted by Changsha Jingjia Microelectronics Co.Ltd(300474) (hereinafter referred to as ” Changsha Jingjia Microelectronics Co.Ltd(300474) ” or “the company”) to conduct special verification on the legality and compliance of matters related to the 2021 stock option incentive plan implemented by the company (hereinafter referred to as “the equity incentive plan”). This legal opinion is hereby issued on matters related to the granting of reserved stock options to incentive objects in this equity incentive plan.
According to 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”) and the rules for the listing of shares on the gem of Shenzhen Stock Exchange (revised in 2020) Laws and regulations such as guide for business handling of companies listed on GEM No. 5 – equity incentive, relevant provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange, and provisions of Changsha Jingjia Microelectronics Co.Ltd(300474) 2021 stock option incentive plan (Draft) (hereinafter referred to as “company stock option incentive plan”), The practice of law firm shall be based on the practice of law and the practice of law firm (hereinafter referred to as “the practice of law firm”), and the practice of law firm shall be based on the practice of law and the spirit of due diligence “(hereinafter referred to as” the practice of law firm “), Carry out verification and issue this legal opinion.
Section 1 matters declared by lawyers
In order to issue this legal opinion, our lawyer declares as follows:
(I) in accordance with the securities law of the people’s Republic of China, the measures for the administration of securities legal business of law firms and the rules for the practice of securities legal business of law firms (for Trial Implementation), as well as 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 and good faith, Verification and verification have been carried out to ensure that the facts identified in the legal opinion are true, accurate and complete, that the concluding opinions issued are legal and accurate, and that there are no false records, misleading statements or major omissions, and bear corresponding legal liabilities for this legal opinion according to law;
(II) the exchange agrees to take this legal opinion as one of the necessary documents of the company’s equity incentive plan, announce it together with other application materials, and bear the responsibility for the legal opinion issued by the exchange according to law;
(III) the legal opinion issued by the exchange is based on the company’s commitment that it has provided the exchange with the original written materials, copy materials and oral testimony that are necessary, true, accurate and complete for issuing the legal opinion, without concealment, falsehood or misleading, all signatures and seals on the documents are true, and all copies are consistent with the original materials or copies;
(IV) for the fact that this legal opinion is very important and cannot be supported by independent evidence, our lawyers rely on the supporting documents and testimony issued or provided by relevant departments, Changsha Jingjia Microelectronics Co.Ltd(300474) or other relevant units and persons to express legal opinions;
(V) our lawyers only express opinions on the legal issues related to the equity incentive plan, and do not express any opinions on the accounting, audit, asset evaluation and other professional matters involved in the implementation of the equity incentive plan; (VI) this legal opinion is only for Changsha Jingjia Microelectronics Co.Ltd(300474) the purpose of implementing this equity incentive plan, and shall not be used for any other purpose;
(VII) our lawyer has not authorized any unit or individual to make any explanation or explanation on this legal opinion.
Section II main body
1、 Approval and authorization of this equity incentive plan
1. On January 25, 2021, The 27th meeting of the third board of directors of the company deliberated and approved the proposal on and its summary, the proposal on < Changsha Jingjia Microelectronics Co.Ltd(300474) 2021 stock option incentive plan implementation and assessment management measures, and the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company's 2021 stock option incentive plan, Independent directors expressed independent opinions on relevant matters.
2. On January 25, 2021, the company held the 25th meeting of the third board of supervisors, The proposal on and its summary, the proposal on < Changsha Jingjia Microelectronics Co.Ltd(300474) 2021 stock option incentive plan implementation and assessment management measures ", and the proposal on verifying the list of incentive objects of < Changsha Jingjia Microelectronics Co.Ltd(300474) 2021 stock option incentive plan were reviewed and approved.
3. From January 29, 2021 to February 7, 2021, the company publicized the names and positions of the list of incentive objects granted this time in the company. During the publicity period, the board of supervisors of the company did not receive any objection related to the incentive objects proposed in the incentive plan. On March 31, 2021, the board of supervisors of the company issued the statement of the board of supervisors on the review opinions and publicity of the list of incentive objects first granted by the company’s 2019 stock option incentive plan.
4. On April 16, 2021, The first extraordinary general meeting of the company in 2021 deliberated and passed the proposal on and its summary, the proposal on < Changsha Jingjia Microelectronics Co.Ltd(300474) 2021 stock option incentive plan implementation assessment management measures, and the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company's 2021 stock option incentive plan 。
5. On April 26, 2021, the second meeting of the Fourth Board of directors and the second meeting of the Fourth Board of supervisors deliberated and adopted the proposal on granting stock options to incentive objects and the proposal on adjusting matters related to the 2021 stock option incentive plan. The independent directors expressed independent opinions on the above matters, and the board of supervisors verified the list of incentive objects granted stock options for the first time.
6. On June 7, 2021, the company issued the announcement on the completion of the registration of the first grant of stock option incentive plan in 2021, granting 7.445 million stock options to 261 incentive objects for the first time.
7. According to the authorization of the company’s first extraordinary general meeting in 2021, on February 9, 2022, the seventh meeting of the Fourth Board of directors considered and approved the proposal on granting reserved stock options to incentive objects under the 2021 stock option incentive plan, and agreed to determine February 9, 2022 as the reserved grant date, with the exercise price of 122.69 yuan / share, 1333000 stock options were granted to 143 incentive objects, and the independent directors of the company expressed independent opinions on the above matters.
8. On February 9, 2022, the sixth meeting of the Fourth Board of supervisors of the company deliberated and approved the proposal on granting reserved stock options to incentive objects in 2021 stock option incentive plan, and the board of supervisors verified the list of incentive objects granted stock options this time.
In conclusion, our lawyers believe that the granting of reserved rights and interests in the company’s equity incentive plan has obtained the necessary approval and authorization at this stage, complies with the relevant provisions of the administrative measures and other laws, regulations, normative documents and the company’s stock option incentive plan, and still needs to perform the obligation of information disclosure and relevant registration procedures in accordance with the relevant provisions.
2、 Matters related to the grant of reserved rights and interests in this incentive plan
(I) grant date
According to the proposal on granting reserved stock options to incentive objects in 2021 stock option incentive plan deliberated and adopted at the seventh meeting of the Fourth Board of directors, the board of directors of the company determined February 9, 2022 as the reserved equity grant date of this equity incentive plan.
According to the confirmation of the company and the verification of the lawyers of the firm, the reserved rights and interests granting date of the equity incentive plan determined by the board of directors of the company is the trading day within 12 months after the shareholders’ meeting of the company deliberates and approves the incentive plan.
(II) conditions of grant
According to the provisions of the company’s stock option incentive plan, the conditions for the company to grant stock options to incentive objects are as follows: 1. The company does not have any of the following circumstances:
(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 latest 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.
2. 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) In the last 12 months, it has been identified as an inappropriate candidate by the CSRC and its dispatched offices;
(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) Those who are not allowed to serve as directors or senior managers 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) Other circumstances recognized by the CSRC.
According to the verification opinions of the board of supervisors of the company and the verification of the lawyers of the exchange, as of the date of issuance of this legal opinion, neither the company nor the incentive object has any of the above circumstances, and the conditions for granting the reserved rights and interests of the company’s equity incentive plan have been fulfilled.
(III) incentive object, granted quantity and price
According to the proposal on granting reserved stock options to incentive objects in 2021 stock option incentive plan deliberated and adopted at the 7th Meeting of the Fourth Board of directors of the company, the company granted 1333000 stock options to 143 incentive objects with an exercise price of 122.69 yuan / share, which is in line with the relevant provisions of the company’s stock option incentive plan.
In conclusion, our lawyers believe that the grant date, grant conditions, incentive objects, grant quantity and price of the rights and interests reserved in the company’s equity incentive plan comply with the administrative measures and other laws, regulations, normative documents and the relevant provisions of the company’s stock option incentive plan.
3、 Concluding observations
In conclusion, the lawyer believes that:
The granting of reserved rights and interests in this equity incentive plan of the company has obtained the necessary approval and authorization at this stage, the granting conditions have been achieved, and the determination of the granting date, incentive objects, grant quantity and price comply with the administrative measures and other laws, regulations, normative documents and the relevant provisions of the company’s stock option incentive plan.
(there is no text below, which is the signature page)
Section III signature page
(there is no text on this page, which is the signature page of Guohao law firm’s legal opinion on the granting of reserved rights and interests in Changsha Jingjia Microelectronics Co.Ltd(300474) 2021 stock option incentive plan)
This legal opinion is issued on February 9, 2022, with five originals and no copies.
Guohao law firm (Changsha)
Principal: Lawyer Luo Zheng handling lawyer: Lawyer Dong Yajie
Lawyer Tan chengkai
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