Beijing global law firm
about
China Resources Microelectronics Limited
（ China Resources Microelectronics Limited(688396) ）
Adjustment of restricted stock incentive plan
of
Legal opinion
Beijing global law firm
about
China Resources Microelectronics Limited
（ China Resources Microelectronics Limited(688396) ）
Adjustment of restricted stock incentive plan
of
Legal opinion
Glo2021bj (FA) Zi No. 11170-1 to: China Resources Microelectronics Limited ( China Resources Microelectronics Limited(688396) )
Entrusted by China Resources Microelectronics Limited ( China Resources Microelectronics Limited(688396) ) (hereinafter referred to as China Resources Microelectronics Limited(688396) ) or the company, Beijing universal law firm (hereinafter referred to as “the firm” or “the company”) acted as the special legal adviser of the company’s 2021 restricted stock incentive plan (hereinafter referred to as “the incentive plan” or “the plan”). In accordance with the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”) and the measures for the administration of equity incentive of listed companies (hereinafter referred to as the “administrative measures”) issued by the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”) Listing Rules of Shanghai Stock Exchange on the Kechuang board (hereinafter referred to as “Listing Rules”), self regulatory guidelines for listed companies on the Kechuang board No. 4 – disclosure of equity incentive information (hereinafter referred to as “self regulatory guidelines”) The Trial Measures for the implementation of equity incentive by state-owned holding listed companies (domestic) (hereinafter referred to as the “measures for the implementation of equity incentive by state-owned listed companies”), the guidelines for the implementation of equity incentive by listed companies controlled by central enterprises (hereinafter referred to as the “guidelines for the implementation of equity incentive”) and other relevant laws and regulations Normative documents and the amended and restated memorandum and articles of association of China Resources Microelectronics Limited ( China Resources Microelectronics Limited(688396) ) (hereinafter referred to as the “articles of association”) The provisions of China Resources Microelectronics Limited ( China Resources Microelectronics Limited(688396) ) 2021 type II restricted stock incentive plan (Draft) (hereinafter referred to as the “incentive plan”) and China Resources Microelectronics Limited(688396) 2021 type II restricted stock incentive plan (Draft Revision) (hereinafter referred to as the “incentive plan (Draft Revision)”, This legal opinion is issued on matters related to the company’s adjustment of the list of incentive objects and the number of awards granted under this incentive plan (hereinafter referred to as “this adjustment”).
In order to issue this legal opinion, our lawyers conducted legal review on the documents required for issuing this legal opinion provided by the company, consulted the documents we thought necessary for issuing this legal opinion, as well as relevant laws, regulations and normative documents, and inquired about and discussed relevant matters with relevant personnel.
In order to ensure the authenticity, accuracy and legitimacy of the relevant conclusions of the legal opinion, our lawyers have reviewed the documents related to the issuance of the legal opinion and rely on the following guarantee of China Resources Microelectronics Limited(688396) : China Resources Microelectronics Limited(688396) has provided us with the original written materials, copies, copies or oral testimony necessary and true for the issuance of the legal document, There is no omission or concealment; If the documents are copies or copies, their contents shall be consistent with the original or the original; The signatories of all documents submitted to the exchange have full civil capacity, and their signing has been properly and effectively authorized.
For the facts that cannot be independently verified by the firm, the lawyers of the firm rely on the relevant certificates and explanatory documents issued by the relevant government departments, China Resources Microelectronics Limited(688396) and the incentive objects of the incentive plan.
In this legal opinion, our lawyers only express legal opinions on important legal issues related to this incentive plan that have occurred or exist before the issuance date of this legal opinion, and do not express opinions on other issues, accounting, audit, asset evaluation and other professional matters. The reference of our lawyers in this legal opinion to the contents of professional documents related to accounting, audit, asset evaluation and financial consultant (including but not limited to audit report, asset evaluation report, independent financial consultant report, profit forecast report, etc.) does not mean that our lawyers have the authenticity of these professional documents and the contents quoted Make any express or implied guarantee of accuracy, and our lawyers are not qualified to check and judge these professional documents and the contents quoted.
This legal opinion is issued on the basis of Chinese laws and is limited to the Chinese laws that have been published and in force before the issuance of this legal opinion. This legal opinion does not express opinions on the application of foreign laws.
In accordance with the provisions of the securities law, 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, as well as the facts that have occurred or exist before the issuance date of this legal opinion, the firm and its handling lawyers have strictly performed their statutory duties, followed the principles of diligence and good faith, and conducted full verification and verification, Ensure that the facts identified in this 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.
This legal opinion is only China Resources Microelectronics Limited(688396) used for the purpose of this incentive plan and shall not be used for any other purpose without the written consent of our lawyer. Our lawyers agree that China Resources Microelectronics Limited(688396) may quote some or all of the contents of this legal opinion in the relevant filing or announcement documents of the incentive plan or in accordance with the requirements of the CSRC, but China Resources Microelectronics Limited(688396) shall not cause legal ambiguity or misinterpretation due to the quotation.
Based on the above, in accordance with the requirements of the lawyer law of the people’s Republic of China and in accordance with the recognized business standards, ethics and the spirit of diligence and responsibility of the Chinese lawyer industry, the legal opinions are as follows:
1、 Approval and authorization of the adjustment of the incentive plan
（1） On December 24, 2021, the company held the 25th meeting of the first board of directors, The proposal on the company’s 2021 class II restricted stock incentive plan (Draft) and its summary, the proposal on the company’s 2021 class II restricted stock incentive plan implementation assessment measures, and the proposal on the company’s 2021 class II restricted stock incentive plan management measures were reviewed and approved Proposal on the list of incentive objects of the company’s class II restricted stock incentive plan in 2021, proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s class II restricted stock incentive plan in 2021, etc.
Related directors have been withdrawn when voting on relevant proposals. The independent directors issued and the company announced the independent opinions of independent directors of China Resources Microelectronics Limited ( China Resources Microelectronics Limited(688396) ) on relevant matters of the 25th meeting of the first board of directors, and expressed independent opinions on relevant matters of the incentive plan.
（2） According to the written instructions of the company, since the company is a red chip enterprise established in the Cayman Islands and does not have a board of supervisors, the procedures and obligations to be performed by the board of supervisors specified in the management measures shall be performed by the independent directors of the company. On December 25, 2021, the company announced the verification opinions of China Resources Microelectronics Limited(688396) independent directors on the company’s 2021 restricted stock incentive plan (Draft), and the independent directors unanimously agreed to the company’s incentive plan.
（3） On February 16, 2022, the company disclosed the announcement of China Resources Microelectronics Limited(688396) on the approval of the 2021 restricted stock incentive plan by the state owned assets supervision and Administration Commission of the State Council (Announcement No.: 2022-003) on the website of Shanghai Stock Exchange. According to the announcement, The company received the reply of the state owned assets supervision and Administration Commission of the State Council on China Resources Microelectronics Limited(688396) implementing the incentive plan for class II restricted stocks (gzkp [2022] No. 49) forwarded by China Resources (Group) Co., Ltd. and agreed in principle to implement the incentive plan for class II restricted stocks.
（4） On February 22, 2022, the company held the 27th meeting of the first board of directors, The proposal on the company’s class II restricted stock incentive plan in 2021 (Revised Draft) and its summary, the proposal on the company’s measures for the implementation and assessment of class II restricted stock incentive plan in 2021 (Revised Draft), and the proposal on the company’s list of incentive objects of class II restricted stock incentive plan in 2021 (Revised Draft) were reviewed and approved. Related directors have been withdrawn when voting on relevant proposals. The independent directors issued and the company announced the independent opinions of independent directors of China Resources Microelectronics Limited ( China Resources Microelectronics Limited(688396) ) on relevant matters of the 27th meeting of the first board of directors, and expressed independent opinions on relevant matters of the incentive plan.
To sum up, the exchange believes that the adjustment of the company’s incentive plan has obtained the necessary approval and authorization at this stage, and the above-mentioned procedures comply with the relevant provisions of the securities law, the administrative measures and the incentive plan (Revised Draft), The proposals related to the adjustment of the incentive plan can only be implemented after being deliberated and approved by the general meeting of shareholders of the company with a special resolution.
2、 Specific contents of this incentive plan adjustment
(I) adjustment of grant quantity and distribution
According to the resolution of the 27th meeting of the first board of directors of the company, the number and distribution of grants in the incentive plan (Revised Draft) are adjusted as follows:
Before revision:
The total number of subject shares involved in the restricted shares granted to the incentive objects in the plan shall not exceed 15069800 shares, accounting for about 1.1416% of the total share capital of the company at the time of announcement of the plan. Among them, the total number of shares granted for the first time shall not exceed 12055800, accounting for about 0.9133% of the total share capital of the company at the time of announcement of the plan and about 80.00% of the total number of shares granted this time; When the incentive plan is approved by the shareholders’ meeting, the number of outstanding talents reserved for the incentive plan will account for about 30.1% of the total number of outstanding shares granted by the company within 12 months, accounting for about 20.8% of the total capital stock of the company.
The granting and distribution of restricted shares under the plan is shown in the table below:
Proportion of restricted shares granted to the total number of name and position shares on the announcement date of this incentive plan proportion of total share capital
(10000 shares)
1、 Directors and senior management
Li Hong, director and chief operating officer 8.67 0.575% 0.0066%
Vice President Ma Weiqing 5.28 0.350% 0.0040%
Yao Donghan, vice president 5.28 0.350% 0.0040%
Duan Jun, vice president 4.71 0.313% 0.0036%
Li Ge, vice president and general counsel 4.71 0.313% 0.0036%
Wu Guoyi, director, chief financial officer and Secretary of the board of directors 3.96 0.263% 0.0030%
book
Subtotal (6 persons) 32.61 2.164% 0.0247%
2、 Core technical personnel
Core technicians (12 persons) 34.23 2.271% 0.0259%
3、 Other incentive objects
Technical R & D backbone (875 persons) 757.77 50.284% 0.5740%
Other backbone (407 persons) 380.97 25.280% 0.2886%
4、 Reserved quota 301.40 20.000% 0.2283%
Total (1300 persons) 1506.98 100.000% 1.1416%
Revised:
The total number of subject shares involved in the restricted shares granted to incentive objects in the plan shall not exceed 15036900 shares, accounting for about 1.1391% of the total share capital of the company at the time of announcement of the draft plan. Among them, the total number of shares granted for the first time shall not exceed 12.0295 million, accounting for about 0.9113% of the total share capital of the company at the time of announcement of the draft plan and about 80.00% of the total number of shares granted this time; The total number of reserved shares shall not exceed 3.074 million
