About Fujian Nebula Electronics.Ltd(300648)
Implementation of restricted stock incentive plan in 2021
Legal opinion
Fujian Zhili law firm
Address: 25 / F, tower a, Zhongshan building, 152 Hudong Road, Fuzhou, China Postal Code: 350003
Tel: (86 591) 8806 5558 Fax: (86 591) 8806 8008
website: http://www.zenithlawyer.com.
catalogue
1、 The company’s main qualification for implementing this incentive plan 6 II. Main contents and compliance of this incentive plan 8 III. implementation procedures of this incentive plan 16 IV. incentive objects of this incentive plan 18 v. information disclosure of this incentive plan 19 VI. the company does not provide financial assistance for incentive objects 19 VII. Impact of this incentive plan on the interests of the company and all shareholders 8. On the avoidance of voting by related Directors 20 IX. concluding comments twenty-one
Fujian Zhili law firm
About Fujian Nebula Electronics.Ltd(300648)
Legal opinion on restricted stock incentive plan in 2021
Mlfz [2021] No. 130-01 to: Fujian Nebula Electronics.Ltd(300648)
According to the special legal business entrustment agreement signed between Fujian Nebula Electronics.Ltd(300648) (hereinafter referred to as the company or Fujian Nebula Electronics.Ltd(300648) ) and Fujian Zhili law firm (hereinafter referred to as the firm), the firm accepts the entrustment of Fujian Nebula Electronics.Ltd(300648) , and appoints lawyers Cai Zhongshan and Chen Lusheng (hereinafter referred to as the firm’s lawyer) as Fujian Nebula Electronics.Ltd(300648) to implement the restricted stock incentive plan in 2021 (hereinafter referred to as this incentive plan or this 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) and the measures for the administration of equity incentive of listed companies issued by the China Securities Regulatory Commission (hereinafter referred to as the CSRC) (Order No. 148 of China Securities Regulatory Commission, hereinafter referred to as the administrative measures), the Listing Rules of gem shares of Shenzhen Stock Exchange (revised in December 2020) (hereinafter referred to as the Listing Rules), the guide for business handling of GEM listed companies No. 5 – equity incentive (hereinafter referred to as the guide for business handling No. 5) ）In accordance with the provisions of relevant laws, regulations, rules and normative documents, and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, we hereby issue this legal opinion.
For this legal opinion, we hereby make the following statement:
1. The firm and its handling lawyers have strictly performed their statutory duties in accordance with the provisions of China’s current effective laws, regulations, rules and normative documents, such as the securities law, the measures for the administration of securities legal business of law firms, the rules for the practice of securities legal business of law firms (for Trial Implementation), and the facts that have occurred or exist before the issuance date of this legal opinion, Following the principles of diligence and good faith, we have conducted sufficient verification to 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 responsibilities.
2. Our lawyers agree to report or publicly disclose this legal opinion as a necessary legal document for Fujian Nebula Electronics.Ltd(300648) this incentive plan together with other materials, and are willing to bear corresponding legal liabilities according to law.
3. Our lawyers only express their opinions on the legal matters related to the company’s incentive plan, but do not express their opinions on the rationality of the company’s stock value, assessment standards, accounting, audit, capital verification, profit forecast, asset evaluation and other non legal professional matters involved in the company’s incentive plan. When our lawyers refer to the data or conclusions in the accounting statements, audit reports, capital verification reports, profit forecast reports and asset evaluation reports related to such non legal matters in this legal opinion, it does not mean that our lawyers make any express or implied guarantee for the authenticity and accuracy of these data or conclusions. As for the contents involved in these documents, our lawyers do not have the appropriate qualification to verify and evaluate according to law.
4. For the purpose of issuing this legal opinion, our lawyers have obtained the following guarantee from Fujian Nebula Electronics.Ltd(300648) : all documents, materials, information and statements, commitments, confirmations and explanations provided by them are true, accurate, complete and timely, and the copies or copies of all documents and materials are consistent with their original materials or originals; The signatures and seals of all documents are true. The signatories of such documents are legally authorized and effectively sign such documents without any false records, misleading statements or major omissions.
5. For the fact that it is very important to issue this legal opinion and cannot be supported by independent evidence, our lawyers rely on the supporting documents issued by relevant government departments, Fujian Nebula Electronics.Ltd(300648) or other relevant institutions and the statements and commitments of relevant parties to the incentive plan on relevant factual and legal issues.
6. Our lawyers agree that Fujian Nebula Electronics.Ltd(300648) shall quote the relevant contents of this legal opinion in the relevant documents prepared for the implementation of this incentive plan, but Fujian Nebula Electronics.Ltd(300648) shall not cause legal ambiguity or misinterpretation due to the quotation.
7. This legal opinion is only Fujian Nebula Electronics.Ltd(300648) used for the purpose of this incentive plan and shall not be used for any other purpose.
interpretation
In this legal opinion, unless the context otherwise requires, the following terms have the following specific meanings:
Abbreviations refer to specific meanings
Company, Fujian Nebula Electronics.Ltd(300648) refers to Fujian Nebula Electronics.Ltd(300648)
This incentive plan
Refers to Fujian Nebula Electronics.Ltd(300648) 2021 restricted stock incentive plan
Incentive plan
The draft incentive plan refers to the Fujian Nebula Electronics.Ltd(300648) 2021 restricted stock incentive plan
Abbreviations refer to specific meanings
(Draft)
According to the provisions of this incentive plan, the incentive objects of the company and its holding subsidiaries that obtain restricted shares refer to the directors, senior managers, middle managers and core technical (business) backbone employees of the company
The date on which the company grants restricted shares to the incentive object must be the transaction grant date
The date shall be determined by the board of directors of the company in accordance with relevant regulations
Restricted stocks and the second category of incentive objects that meet the grant conditions of the incentive plan refer to
Shares of the company acquired and registered in installments after restricted shares
Grant price refers to the price of each restricted stock granted by the company to the incentive object
After the restricted stock incentive object meets the benefit conditions, the company registers the shares in the incentive ownership index
Behavior of the target account
The ownership conditions set up by the incentive plan for the incentive object to obtain the incentive shares refer to
Benefit conditions
The vesting date of the granted shares after the restricted stock incentive object meets the benefit conditions
Date, must be transaction date
The term of validity of restricted shares from the date of the first grant of restricted shares to the incentive object
The period ending on the date of full ownership or invalidation shall not exceed 48 months
Articles of association means the Fujian Nebula Electronics.Ltd(300648) articles of association
Company law means the company law of the people’s Republic of China
Securities Law means the securities law of the people’s Republic of China
The Administrative Measures refer to the administrative measures for equity incentive of listed companies (Order No. 148 of China Securities Regulatory Commission)
Listing Rules refer to Shenzhen Stock Exchange GEM Listing Rules (revised in December 2020)
Section 5 of business handling guidelines
Refers to the guide for business handling of GEM listed companies No. 5 – equity incentive
No
Yuan and 10000 yuan refer to the legal tender of the people’s Republic of China, RMB yuan and 10000 yuan
China, China and the people’s Republic of China (excluding the Hong Kong Special Administrative Region for the purpose of this legal opinion)
China, Macao Special Administrative Region and Taiwan Province)
CSRC refers to the China Securities Regulatory Commission
Shenzhen stock exchange refers to Shenzhen Stock Exchange
Fujian Zhili law firm
[Note: in this legal opinion, if there is a difference in the mantissa between the sum of the total and each addend, it is due to “rounding” during calculation.]
Text
1、 The company is qualified to implement the incentive plan
（1） Company subject qualification
Fujian Nebula Electronics.Ltd(300648) is a joint stock limited company wholly changed and established by Fuzhou Development Zone Xingyun Electronic Automation Co., Ltd. on July 31, 2014. Fujian Nebula Electronics.Ltd(300648) now holds the business license (Unified Social Credit Code: 91350100770663716e) issued by Fuzhou market supervision and administration on May 26, 2021. It is a joint stock limited company established according to law.
Approved by the reply on approving Fujian Nebula Electronics.Ltd(300648) initial public offering (zjxk [2017] No. 477) issued by the CSRC on April 7, 2017, Fujian Nebula Electronics.Ltd(300648) issued 17 million RMB common shares (A shares) to the public in April 2017. With the consent of the notice on the listing of Fujian Nebula Electronics.Ltd(300648) RMB common shares on the gem (SZS [2017] No. 255) issued by the Shenzhen Stock Exchange on April 21, 2017, the RMB common shares issued by Fujian Nebula Electronics.Ltd(300648) are listed on the gem of the Shenzhen Stock Exchange. The securities are abbreviated as ” Fujian Nebula Electronics.Ltd(300648) ” and the securities code is “300648”, of which, Fujian Nebula Electronics.Ltd(300648) The IPO shares have been listed and traded on the gem of Shenzhen Stock Exchange since April 25, 2017, and the listing and trading time of other shares shall be implemented in accordance with relevant laws, regulations and rules, business rules of Shenzhen Stock Exchange and the commitments of relevant shareholders of the company. Fujian Nebula Electronics.Ltd(300648) belongs to a listed company whose shares have been listed and traded in a stock exchange approved by the State Council according to law.
According to the business license issued by Fuzhou market supervision administration on May 26, 2021, the current basic information of Fujian Nebula Electronics.Ltd(300648) is as follows:
Company name Fujian Nebula Electronics.Ltd(300648)
Unified social credit code 91350100770663716e
Address: 1-4# floor, No. 6, Shishi Road, Majiang Avenue, Kuai’an, Mawei District, Fuzhou, Fujian
Legal representative: Li Youcai
Registered capital: 147783896 yuan
Company type: joint stock limited company (listed)
General items: manufacturing of special equipment for electrical machinery; Manufacturing of electrical instruments and meters; Sales of electrical instruments and meters; Research and development of mechanical equipment; Manufacturing of mechanical and electrical equipment; Sales of mechanical and electrical equipment; Research and development of distribution switch control equipment; Manufacturing of distribution switchgear and control equipment; Distribution switch control equipment sales; Manufacturing of power transmission and distribution and control equipment; Sales of intelligent power transmission and distribution and control equipment; Manufacture of transformers, rectifiers and inductors; Manufacturing of special electronic equipment; Sales of special electronic equipment; Manufacturing of electronic measuring instruments; Sales of electronic measuring instruments; Manufacturing of electronic components and electromechanical components; Sales of electronic components and electromechanical components and equipment; Software development; Software sales; Software outsourcing services; Development of artificial intelligence theory and algorithm software
