Guohao law firm (Hangzhou)
About
Zhejiang Jiemei Electronic And Technology Co.Ltd(002859)
Implement the second phase of employee stock ownership plan
of
Legal opinion
Address: Guohao lawyer building, No. 2 and No. 15, Baita Park, laofuxing Road, Shangcheng District, Hangzhou zip code: 310008
Grandall building, No.2 & No.15, block B, Baita Park, old Fuxing Road, Hangzhou, Zhe Jiang 310008, China Tel: (+ 86) (571) 8577 5888 fax / Fax: (+ 86) (571) 8577 5643
Email / M ail: [email protected].
Website / we bsite: http://www.grandall.com..cn.
December, 2001
Guohao law firm (Hangzhou)
About Zhejiang Jiemei Electronic And Technology Co.Ltd(002859)
Implementation of the second employee stock ownership plan
Legal opinion
To: Zhejiang Jiemei Electronic And Technology Co.Ltd(002859)
According to the legal service entrustment agreement signed between Zhejiang Jiemei Electronic And Technology Co.Ltd(002859) (hereinafter referred to as "the company") and Guohao law firm (Hangzhou) (hereinafter referred to as "the firm"), the firm accepts the entrustment of Zhejiang Jiemei Electronic And Technology Co.Ltd(002859) to establish and implement the second phase of employee stock ownership plan (hereinafter referred to as "Employee Stock Ownership Plan" or "current employee stock ownership plan") ）Special legal adviser on matters.
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") and the guidance on the pilot implementation of employee stock ownership plan by listed companies (hereinafter referred to as the "guidelines") issued by China Securities Regulatory Commission (hereinafter referred to as the "CSRC")“ This legal opinion is issued on Zhejiang Jiemei Electronic And Technology Co.Ltd(002859) the current employee stock ownership plan in accordance with the relevant provisions of laws, regulations and normative documents such as the guiding opinions, the measures for the administration of law firms engaging in securities legal business, the rules for the practice of securities legal business of law firms (for Trial Implementation), and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry.
Part I Introduction
The firm is a law firm registered according to law and qualified to practice. It is qualified to issue legal opinions on the understanding and application of Chinese laws, regulations and normative documents.
The firm and its handling lawyers shall act in accordance with 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 (for Trial Implementation) And the facts that have occurred or existed before the date of issuance of this legal opinion, strictly performed their statutory duties, followed the principles of diligence and good faith, and conducted sufficient verification and verification to ensure that the facts identified in this legal opinion are true, accurate and complete, and the concluding opinions issued are legal and accurate without false records Misleading statements or major omissions, and bear corresponding legal liabilities.
Our lawyers express legal opinions based on the current effective laws, regulations and normative documents in China as of the date of issuance of this legal opinion, as well as the understanding of the relevant facts of Zhejiang Jiemei Electronic And Technology Co.Ltd(002859) current employee stock ownership plan. Zhejiang Jiemei Electronic And Technology Co.Ltd(002859) has assured the exchange that the documents and statements and explanations provided to the exchange are complete, true and effective, and all facts and documents sufficient to affect this legal opinion have been disclosed to the exchange without any concealment or omission.
The exchange declares that as of the date of issuance of this legal opinion, neither the exchange nor the signing lawyer holds Zhejiang Jiemei Electronic And Technology Co.Ltd(002859) shares, nor has a relationship with Zhejiang Jiemei Electronic And Technology Co.Ltd(002859) that may affect the fair performance of duties.
This legal opinion only expresses opinions on the legality and compliance of relevant legal matters of Zhejiang Jiemei Electronic And Technology Co.Ltd(002859) current employee stock ownership plan. This legal opinion is only for Zhejiang Jiemei Electronic And Technology Co.Ltd(002859) the purpose of the current employee stock ownership plan, and shall not be used for any other purpose without the prior written permission of the exchange. The exchange agrees to take this legal opinion as one of the necessary legal documents of Zhejiang Jiemei Electronic And Technology Co.Ltd(002859) current employee stock ownership plan, report or publicly disclose it together with other application materials, and bear corresponding legal liabilities for the legal opinion issued according to law.
In accordance with the requirements of relevant laws and regulations and in accordance with the business standards, ethics and diligence recognized by the Chinese lawyer industry, our lawyers have verified and verified the relevant facts involved in Zhejiang Jiemei Electronic And Technology Co.Ltd(002859) the current employee stock ownership plan and issued this legal opinion.
The second part is the main body
1、 Zhejiang Jiemei Electronic And Technology Co.Ltd(002859) subject qualification for implementing employee stock ownership plan
(i) Basic information
Upon verification by our lawyers, Zhejiang Jiemei Electronic And Technology Co.Ltd(002859) is a joint stock limited company established and validly existing on April 9, 2001. Approved by the reply on approving Zhejiang Jiemei Electronic And Technology Co.Ltd(002859) initial public offering of shares (zjxk [2017] No. 349) of China Securities Regulatory Commission, Zhejiang Jiemei Electronic And Technology Co.Ltd(002859) publicly issued 26.338 million RMB ordinary shares and was listed on Shenzhen Stock Exchange on April 7, 2017. The stock is abbreviated as " Zhejiang Jiemei Electronic And Technology Co.Ltd(002859) " and the stock code is "002859".
After verification by our lawyers, Zhejiang Jiemei Electronic And Technology Co.Ltd(002859) now holds the business license with the unified social credit code of 913305007272208214 issued by Zhejiang market supervision and Administration Bureau. Its domicile is Sunshine Industrial Park, Anji Economic Development Zone, Zhejiang Province. Its legal representative is Fang Junyun, with a registered capital of 40999879 yuan and the type of other shares
Limited company (listed), the business term is from April 9, 2001 to long-term, and the business scope is "R & D of electronic thin tape packaging technology for electronic components of semiconductors, LEDs and integrated circuits, design, manufacturing and sales of paper, paper products, upper and lower tape, plastic tape and plastic reel for semiconductor components, R & D, design, manufacturing and sales of release film, optical film, plastic products, molds, mechanical equipment and parts, import and export business of goods Through cargo transportation (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments) ".
（2） Legal existence
According to the lawyers handled by the office in the national enterprise credit information publicity system（ http://www.gsxt.gov.cn. ）As of the issuance date of this legal opinion, the registration status of Zhejiang Jiemei Electronic And Technology Co.Ltd(002859) is "existence". According to the information and confirmation provided by Zhejiang Jiemei Electronic And Technology Co.Ltd(002859) and verified by our lawyers, as of the date of issuance of this legal opinion, Zhejiang Jiemei Electronic And Technology Co.Ltd(002859) is valid and there is no need to terminate in accordance with the company law, other laws, regulations, normative documents or the articles of association.
After verification, our lawyers believe that Zhejiang Jiemei Electronic And Technology Co.Ltd(002859) is a joint stock limited company (listed) established and effectively existing according to law, has the qualification of legal person subject, does not need to be terminated according to laws, regulations, normative documents or the articles of association, and has the qualification of subject to implement the current employee stock ownership plan as stipulated in the guiding opinions.
2、 Main contents of the current employee stock ownership plan
On November 30, 2021, Zhejiang Jiemei Electronic And Technology Co.Ltd(002859) held the 19th meeting of the third board of directors, deliberated and adopted the
< Zhejiang Jiemei Electronic And Technology Co.Ltd(002859) 第二期员工持股计划（草案）>
And its summary
< Zhejiang Jiemei Electronic And Technology Co.Ltd(002859) 第二期员工持股计划管理办法>
The motion of the. According to Zhejiang Jiemei Electronic And Technology Co.Ltd(002859) phase II employee stock ownership plan (Draft) (hereinafter referred to as "Employee Stock Ownership Plan (Draft)"), the main contents of the current employee stock ownership plan are:
The upper limit of the total funds to be raised by the current employee stock ownership plan is 70 million yuan, which is determined according to the actual payment. The participants of the current employee stock ownership plan include the company's directors (excluding independent directors), supervisors, senior managers, middle-level managers and ordinary employees in the company or its holding subsidiaries, with a total number of no more than 300, including directors (excluding independent directors), supervisors and senior managers are 5, which shall be determined according to the actual payment. The funds of the current employee stock ownership plan are the legitimate salary of employees, self raised funds and other methods allowed by laws and regulations. The shares of the current employee stock ownership plan are the shares repurchased by the company in the special account and purchased through the secondary market (including but not limited to block trading) and other shares purchased by means permitted by laws and regulations.
3、 Substantive conditions of the current employee stock ownership plan
On November 30, 2021, Zhejiang Jiemei Electronic And Technology Co.Ltd(002859) held the 19th meeting of the third board of directors, deliberated and adopted the
< Zhejiang Jiemei Electronic And Technology Co.Ltd(002859) 第二期员工持股计划（草案）>
And its abstract
< Zhejiang Jiemei Electronic And Technology Co.Ltd(002859) 第二期员工持股计划管理办法>
And the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the second phase of the company's employee stock ownership plan. In accordance with the relevant provisions of the guidance, our lawyers have checked the relevant matters of the current employee stock ownership plan item by item:
(i) After the lawyers of the firm consulted the company's announcement documents and confirmed by the company, as of the date of issuance of this legal opinion, Zhejiang Jiemei Electronic And Technology Co.Ltd(002859) has performed the procedures in strict accordance with the provisions of laws and administrative regulations, and disclosed the information truthfully, accurately, completely and timely. No one has committed any securities fraud such as insider trading and manipulation of the securities market by using the current employee stock ownership plan, which is in line with the provisions of "principle of compliance according to law" in Item (I) of part I of the guiding opinions.
（2） According to the employee stock ownership plan (Draft) and confirmed by the company, the current employee stock ownership plan follows the principle of independent decision of the company and voluntary participation of employees. There is no situation that the company forces employees to participate in the employee stock ownership plan by means of apportionment and forced distribution, which is in line with the provisions of "voluntary participation principle" in Item (2) of part I of the guiding opinions.
（3） According to the employee stock ownership plan (Draft) and verified by our lawyers, the participants of the current employee stock ownership plan are responsible for their own profits and losses, bear their own risks, have equal rights and interests with other investors, and comply with the provisions of "risk bearing principle" in Item (3) of part I of the guiding opinions.
（4） According to the employee stock ownership plan (Draft), the participants of the current employee stock ownership plan are the company's directors (excluding independent directors), supervisors, senior managers, middle-level managers and ordinary employees in the company or its holding subsidiaries, with a total number of no more than 300, including directors (excluding independent directors), supervisors and senior managers are Zhang Jungang, Zhang Yonghui, sun hemin, pan Chunyan and Wang Jiaping, which comply with the provisions on the participants of the employee stock ownership plan in Item (4) of Part II of the guiding opinions.
（5） According to the employee stock ownership plan (Draft), the participants of the current employee stock ownership plan subscribe for the employee stock ownership plan from the legal salary of employees, self raised funds and other ways allowed by laws and regulations, which is in line with the provisions on the fund source of the employee stock ownership plan in item (5) of Part II of the guiding opinions.
（6） According to the employee stock ownership plan (Draft), the stock source of the current employee stock ownership plan is the shares repurchased by the company's special account for repurchase and the shares purchased through the secondary market (including but not limited to block trading) and other methods permitted by laws and regulations, which is in line with the provisions on the stock source of the employee stock ownership plan in Item (5) of Part II of the guiding opinions.
（7） According to the employee stock ownership plan (Draft), the duration of the current employee stock ownership plan is 24 months. From the date when the company announces the registration transfer (or purchase) of the last subject stock to the name of the current employee stock ownership plan, the lock-in period of the subject stock obtained by the current employee stock ownership plan is 12 months, and the last subject stock transfer is announced by the company (or purchase) calculated from the date of the current employee stock ownership plan, in line with the provisions on the shareholding period of the employee stock ownership plan in Item (6) of Part II of the guiding opinions.
（8） According to the employee stock ownership plan (Draft), after the implementation of the current employee stock ownership plan, the total number of shares 1 held by all effective employee stock ownership plans shall not exceed 10% of the total share capital of the company, and the number of underlying shares corresponding to the shares of the employee stock ownership plan held by any holder shall not exceed 1% of the total share capital of the company, which is in line with the second part of the guiding opinions （6） Provisions on the scale of employee stock ownership plans.
（9） According to the employee stock ownership plan (Draft) , the current employee stock ownership plan is managed by the company itself. The internal top management authority of the current ESOP is the holder's meeting; The management committee is set up for the current ESOP as the management Party of the current ESOP, which is responsible for convening the holders' meeting, implementing the resolutions of the holders' meeting, supervising the daily management of the ESOP on behalf of all holders, submitting it to the board of directors for deliberation on the extension of the ESOP, handling the subscription of shares of the ESOP, managing the securities account of the ESOP Capital account and other relevant accounts, and handling all matters related to the locking and lifting of the ban on the sale of shares purchased under the shareholding plan; The board of directors of the company is responsible for drafting and revising the employee stock ownership plan (Draft), and handling other relevant matters of the current employee stock ownership plan within the scope authorized by the general meeting of shareholders. The company has taken appropriate risk prevention and isolation measures to effectively safeguard the legitimate rights and interests of the holders of the current employee stock ownership plan, which is in line with the relevant provisions of item (7) of Part II of the guiding opinions.
（10） After our lawyers consulted the employee stock ownership plan (Draft), the current employee stock ownership plan has made clear provisions on the following matters:
1. Participants of employee stock ownership plan and determination criteria, capital and stock sources;
2. Duration, management mode, convening and voting procedures of the shareholders' meeting of the employee stock ownership plan;
3. Participation mode of employee stock ownership plan during company financing;
4. The change and termination of the employee stock ownership plan makes the employee unfit to participate in the stock ownership plan
