Beijing Jindu law firm Shanghai Branch
About Shanghai Fullhan Microelectronics Co.Ltd(300613)
Of 2022 stock option incentive plan (Draft)
Legal opinion
To: Shanghai Fullhan Microelectronics Co.Ltd(300613)
Entrusted by Shanghai Fullhan Microelectronics Co.Ltd(300613) (hereinafter referred to as the company or Shanghai Fullhan Microelectronics Co.Ltd(300613) ), Shanghai Branch of Beijing Jindu law firm (hereinafter referred to as the office) acts as the special legal adviser of the company’s 2022 stock option incentive plan (hereinafter referred to as the plan, the incentive plan or the 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), 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) Laws and administrative regulations such as self regulatory guidelines for companies listed on the growth enterprise market of Shenzhen Stock Exchange No. 1 – business handling, listing rules of Shenzhen Stock Exchange on the growth enterprise market (revised in December 2020) (hereinafter referred to as the Listing Rules) This legal opinion is issued in accordance with the relevant provisions of departmental rules and normative documents (hereinafter referred to as laws and regulations) and Shanghai Fullhan Microelectronics Co.Ltd(300613) articles of Association (hereinafter referred to as the articles of association) on the relevant matters involved in the implementation of the plan by the company.
In order to issue this legal opinion, the exchange has collected relevant evidence materials and consulted the documents that need to be consulted according to the provisions and other documents that the exchange deems necessary in accordance with 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). If the company guarantees that it has provided the original written materials, copy materials, photocopy materials, instructions and commitments or certificates required by the company for the issuance of this legal opinion, the documents and materials provided to the company are true, accurate, complete and effective, without any concealment, falsehood or major omission, and the documents and materials are copies or copies, On the basis of its consistency and consistency with the original, the exchange reasonably and fully used the methods including but not limited to written examination and review to verify and confirm the relevant facts.
In accordance with the provisions of the securities law, the measures for the administration of securities legal business by law firms and 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, Sufficient verification and verification have been carried out to ensure that the facts identified in this legal opinion are true, accurate and complete, the concluding opinions issued are legal and accurate, and there are no false records, misleading statements or major omissions, and bear corresponding legal liabilities.
The exchange only gives opinions on legal issues related to the company’s plan, and only gives legal opinions in accordance with the current laws and regulations in the people’s Republic of China (for the purpose of this legal opinion, excluding Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan region), and does not give legal opinions in accordance with any laws outside China. The exchange will not comment on the rationality of the subject stock value, assessment standards and other issues involved in the plan, as well as accounting, finance and other non legal professional matters. 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 deemed as any express or implied guarantee for the authenticity and accuracy of these data and conclusions.
For the fact that it is very important to issue this legal opinion and cannot be supported by independent evidence, the exchange relies on the instructions or supporting documents issued by relevant government departments, Shanghai Fullhan Microelectronics Co.Ltd(300613) or other relevant units to issue legal opinions.
The exchange agrees to take this legal opinion as one of the necessary documents for the company to implement the plan, report or announce it together with other materials as a public disclosure document, and bear corresponding legal liabilities for the legal opinion issued according to law.
This legal opinion is only used by the company for the purpose of implementing the plan and shall not be used for any other purpose. The exchange agrees that the company shall quote the relevant contents of this legal opinion in the relevant documents prepared by the company for the implementation of this plan, but when the company makes the above quotation, it shall not cause legal ambiguity or misinterpretation due to the quotation. The exchange has the right to review and confirm the corresponding contents of the above relevant documents again.
In accordance with the requirements of relevant laws and administrative regulations such as the company law, the securities law and the relevant provisions of the CSRC and the Shenzhen Stock Exchange, and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, the exchange hereby issues the following legal opinions: I. Shanghai Fullhan Microelectronics Co.Ltd(300613) subject qualification for the implementation of this incentive plan
(I) according to the industrial and commercial registration data provided by the company and verified by our lawyers, Shanghai Fullhan Microelectronics Co.Ltd(300613) is a joint stock limited company established by Shanghai Shanghai Fullhan Microelectronics Co.Ltd(300613) Electronics Co., Ltd. in the form of overall change on January 21, 2014. Approved by the reply on approving Shanghai Fullhan Microelectronics Co.Ltd(300613) initial public offering of shares (zjxk [2017] No. 160) of China Securities Regulatory Commission and approved by Shenzhen Stock Exchange, the company issued 11111500 RMB common shares (A shares) for the first time through Shenzhen Stock Exchange, and the total share capital of the company after Issuance was 444448 million shares. On February 20, 2017, the company’s shares were listed and traded in Shenzhen Stock Exchange, with stock abbreviation of ” Shanghai Fullhan Microelectronics Co.Ltd(300613) ” and stock code of ” Shanghai Fullhan Microelectronics Co.Ltd(300613) “.
(II) according to the current valid business license and articles of association of the company, and through the lawyer of the firm, log in to the national enterprise credit information publicity system (website: http://www.gsxt.gov.cn./ ）As of the date of issuance of this legal opinion, Shanghai Fullhan Microelectronics Co.Ltd(300613) was established and validly existing according to law.
(III) according to the statement and commitment issued by the company and through the lawyers of the exchange, log in to the China Securities Regulatory Commission – Securities and futures market dishonesty record query platform (website: http://neris.c
1. The financial 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 most recent fiscal year is an audit report with a negative opinion or unable to express an opinion issued by the certified public accountant;
3. Failure to distribute profits in accordance with laws and regulations, articles of association and public commitments in the last 36 months after listing;
4. Equity incentive is prohibited by laws and regulations;
5. Other circumstances recognized by the CSRC.
In conclusion, the exchange believes that as of the date of issuance of this legal opinion, Shanghai Fullhan Microelectronics Co.Ltd(300613) is a joint stock limited company established and effectively existing according to law, and there is no situation that equity incentive shall not be implemented as stipulated in Article 7 of the management measures, Shanghai Fullhan Microelectronics Co.Ltd(300613) has the qualification to implement the plan. 2、 Main contents of this incentive plan
On March 7, 2022, the 24th Meeting of the third board of directors and the 24th Meeting of the third board of supervisors of Shanghai Fullhan Microelectronics Co.Ltd(300613) examined and approved the stock option incentive plan (Draft) for Shanghai Fullhan Microelectronics Co.Ltd(300613) 2022 (hereinafter referred to as the incentive plan (Draft)). After consulting the incentive plan (Draft), the lawyers of the firm found that the main contents of the incentive plan are as follows:
(I) purpose of this incentive plan
Chapter II of the incentive plan (Draft) states that the purpose of this incentive plan is as follows:
In order to further establish and improve the company’s long-term incentive mechanism, attract and retain excellent talents, fully mobilize the enthusiasm of the company’s core managers and core technical (business) personnel, effectively combine the interests of shareholders, the company and the personal interests of the core team, and make all parties pay common attention to the long-term development of the company, on the premise of fully protecting the interests of shareholders, In accordance with the principle of equal benefits and contributions, the incentive plan is formulated in accordance with the company law, the securities law, the administrative measures, the listing rules, the self regulatory guide for companies listed on the gem of Shenzhen Stock Exchange No. 1 – business handling and other relevant laws, regulations and normative documents, as well as the provisions of the articles of association.
Based on the above, the exchange believes that chapter II of the incentive plan (Draft) clearly stipulates the purpose of the incentive plan, which is in line with paragraph (I) of Article 9 of the administrative measures.
(II) determination basis and scope of incentive objects
Chapter IV of the incentive plan (Draft) specifies the basis and scope for determining the incentive object as follows:
1. Determination basis of incentive object
(1) Legal basis for determining incentive objects
The incentive object of this incentive plan is determined in accordance with the company law, securities law, administrative measures and other relevant laws, regulations, normative documents and the relevant provisions of the articles of association, and in combination with the actual situation of the company. (2) Job basis for determining incentive objects
The incentive objects granted by this incentive plan are the company’s core management personnel and core technical (business) personnel (excluding independent directors and supervisors) during the assessment period of this incentive plan.
2. Scope of incentive objects
The total number of incentive objects granted for the first time in this incentive plan is 210, including:
(1) Core management personnel of the company;
(2) Core technical (business) personnel of the company.
The incentive objects involved in this plan do not include independent directors, supervisors and those who individually or jointly hold more than 5% of the company
The above incentive objects must work in the company and sign labor contracts or labor contracts when stock options are granted in the incentive plan and during the assessment period of the incentive plan.
The awarding object of reserved rights and interests shall be defined within 12 months after the incentive plan is considered and approved by the general meeting of shareholders. After the proposal of the board of directors, the explicit opinions of the independent directors and the board of supervisors, the professional opinions and legal opinions of the law firm, the company shall timely and accurately disclose the relevant information of the incentive object as required. If the incentive object is not specified for more than 12 months, the reserved rights and interests shall become invalid. The criteria for determining the reserved incentive object shall be determined with reference to the criteria for the first award.
3. Verification of incentive objects
(1) After the incentive plan is reviewed and approved by the board of directors, the company will publicize the names and positions of incentive objects internally for a period of no less than 10 days.
(2) The board of supervisors of the company will review the list of incentive objects, fully listen to the publicity opinions, and disclose the explanation of the board of supervisors on the review and publicity of the list of incentive objects five days before the shareholders’ meeting of the company deliberates the incentive plan. The list of incentive objects adjusted by the board of directors of the company shall also be verified by the board of supervisors of the company.
Based on the above, the exchange believes that chapter IV of the incentive plan (Draft) clearly stipulates the basis and scope of determining the incentive object, which is in line with the provisions of Article 8, Article 9 (II), Article 15 (II) of the administrative measures and article 8.4.2 of the listing rules.
(III) type, source and quantity of the underlying stocks of this incentive plan
Section 1 and section 2 of Chapter V of the incentive plan (Draft) specify the basic information of the rights and interests to be granted under the incentive plan as follows:
1. Source of the underlying stock of this incentive plan
The source of the underlying stock involved in this incentive plan is the company’s directional issuance of A-share common stock to the incentive object.
2. Type and quantity of the underlying shares of this incentive plan
The number of stock options to be granted to the incentive objects in the incentive plan is 1.8 million, accounting for 1.5% of the total share capital of the company at the time of announcement of the draft incentive plan. 1.74 million shares were granted for the first time, accounting for about 1.45% of the total share capital of the company when the draft incentive plan was announced, and about 96.67% of the total equity to be granted this time; 60000 shares are reserved, accounting for about 0.05% of the total share capital of the company at the time of announcement of the draft incentive plan, and the reserved part accounts for about 3.33% of the total equity granted this time. When the exercise conditions are met, each stock option granted to the incentive object has the right to purchase one share of the company’s shares at the exercise price during the exercise period.
The company’s 2020 stock option incentive plan (Revised Draft) and 2021 stock option incentive plan (Draft) are still under implementation. As of the disclosure date of this incentive plan, the number of stock options that have not been exercised is 3417314 million, accounting for 2.84% of the total share capital of the company at the time of announcement of this incentive plan. The total number of shares involved in all equity incentive plans of the company within the validity period does not exceed 20% of the total share capital of the company. The shares of the company granted by any incentive object in the incentive plan through all the equity incentive plans within the validity period shall not exceed 1% of the total share capital of the company.
During the period from the date of the announcement of the incentive plan to the completion of the exercise of stock options by the incentive object, if the company has matters such as the conversion of capital reserve into share capital, the distribution of stock dividends, the division or reduction of shares, and the allotment of shares, the number of stock options and the total number of underlying shares involved will be adjusted accordingly according to the incentive plan.
Based on the above, the exchange believes that:
1. Chapter V of the incentive plan (Draft) specifies that the incentive plan is a stock option incentive plan. At the same time, it clearly stipulates the types, sources, quantity and percentage of the shares in the total share capital of the listed company, as well as the number of reserved rights and interests, the number of subject shares involved and the percentage in the total subject shares of the incentive plan, Comply with paragraph (III) of Article 9 and paragraph (I) of Article 15 of the administrative measures;
2. Chapter V of the incentive plan (Draft) clearly stipulates that the source of the subject stock of the incentive plan is the company’s shares issued to the incentive object, which is in line with the provisions of Article 12 of the administrative measures.
(IV) incentive objects, number and proportion of granted rights and interests
Section 3 of Chapter V of the incentive plan (Draft) states that the distribution of stock options granted to incentive objects is as follows:
Stock period
