Shanghai jintiancheng law firm
About Zhongwei semiconductor equipment (Shanghai) Co., Ltd
2022 restricted stock incentive plan (Draft)
Legal opinion
Address: 9/11/12 level, Shanghai Center Tower, 501 Yingcheng Middle Road, Pudong New Area, Shanghai.
Tel: 02120511000 Fax: 02120511999
Postal Code: 200120
interpretation
In this legal opinion, unless the context otherwise requires, the following words have the following meanings:
The company, Advanced Micro-Fabrication Equipment Inc.China(688012) refers to Zhongwei semiconductor equipment (Shanghai) Co., Ltd
Shanghai jintiancheng law firm
The lawyer of this office refers to the lawyer signing this legal opinion
This incentive plan refers to the restricted stock incentive plan of China micro semiconductor equipment (Shanghai) Co., Ltd. in 2022
Incentive plan (draft refers to the restricted stock incentive plan (Draft) of China micro semiconductor equipment (Shanghai) Co., Ltd. 2022)
Restricted stock and target stock index are the shares of the company obtained and registered by the incentive object who meets the conditions for granting the incentive plan after meeting the conditions for the corresponding ownership
According to the provisions of this incentive plan, the core incentive objects of the company who obtain restricted shares refer to technicians, directors, senior managers and other personnel deemed necessary by the board of directors
Grant date refers to the date on which the company grants restricted shares to incentive objects
Grant price refers to the price of each restricted stock granted by the company to the incentive object
After the incentive object meets the incentive conditions of the company’s stock account, it refers to the ownership of the incentive object to the stock account
Attribution conditions refer to the benefit conditions set up by the restricted stock incentive plan, and the incentive object is to obtain the incentive stock
Vesting date refers to the date on which the authorized shares are registered after the restricted stock incentive object meets the benefit conditions. It must be the trading day
The exercisable date refers to the date when the incentive object can start exercising the right. The exercisable date must be the trading day
Lock up period and restricted sale period refer to the period during which the restricted shares granted to the incentive object under the incentive plan are prohibited from being transferred, used for guarantee and debt repayment after ownership
The term of validity refers to the period from the date of the grant of restricted shares to the date when all the restricted shares granted to the incentive object are vested or invalid
CSRC refers to the China Securities Regulatory Commission
Shanghai stock exchange refers to Shanghai Stock Exchange
Company Law refers to the company law of the people’s Republic of China
Securities Law refers to the securities law of the people’s Republic of China
The Administrative Measures refer to the administrative measures for equity incentive of listed companies
Listing Rules refers to the Listing Rules of Shanghai Stock Exchange’s Sci tech innovation board
Disclosure guidelines refer to the memorandum of work on information disclosure of listed companies on the science and Innovation Board No. 4 – Guidelines on disclosure of equity incentive information
The assessment measures refer to the assessment management measures for the implementation of the restricted stock incentive plan of China micro semiconductor equipment (Shanghai) Co., Ltd. in 2022
The articles of association refers to the articles of association of Zhongwei semiconductor equipment (Shanghai) Co., Ltd
Yuan and 10000 yuan refer to RMB yuan and 10000 yuan
Shanghai jintiancheng law firm
About Zhongwei semiconductor equipment (Shanghai) Co., Ltd
2022 restricted stock incentive plan (Draft)
Legal opinion
To: Zhongwei semiconductor equipment (Shanghai) Co., Ltd
Shanghai jintiancheng law firm (hereinafter referred to as “the firm”) is entrusted by the company to act as the special legal adviser for the company’s restricted stock incentive plan in 2022. In accordance with the company law, securities law, administrative measures, listing rules, Lupi guidelines and other laws, regulations, normative documents and the provisions of the articles of association, This legal opinion is issued for matters related to the company’s incentive plan in accordance with the business standards, ethics and diligence recognized by the lawyer industry.
For the issuance of this legal opinion, we and our lawyers declare as follows:
1. The firm and its lawyers have strictly performed their statutory duties, followed the principles of diligence, good faith and full verification in accordance with the provisions of 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 exist before the issuance date of this legal opinion, Ensure that the facts identified in this legal opinion are true, accurate and complete, and the concluding opinions issued are legal and accurate, and there are no false records, misleading statements or major omissions. 2. In order to issue this legal opinion, we and our lawyers have reviewed the incentive plan (Draft) prepared by the company and other documents that we and our lawyers believe need to be reviewed, and verified and verified the relevant facts and materials. The company guarantees to the firm that it has provided the original written materials, duplicate materials or other oral materials that the firm and its lawyers believe are necessary to issue this legal opinion, and that the above documents are true, accurate and complete, that all signatures and seals on the documents are true, and that the copies are consistent with the original.
3. For the fact that it is very important to issue this legal opinion and cannot be supported by independent evidence, we and our lawyers rely on the supporting documents and testimony issued or provided by relevant government departments, companies, other relevant units or relevant persons.
4. The firm and its lawyers do not express opinions on professional matters and reports such as audit and accounting. We and our lawyers have performed the necessary duty of care when quoting some data and conclusions of relevant accounting statements and audit reports in this legal opinion, but such quotation does not mean that we and our lawyers make any express or implied guarantee or guarantee for the legality, authenticity and accuracy of such data and relevant conclusions, For such documents and their contents, the firm and its lawyers do not have the legal qualification to check and make judgments according to law.
5. The exchange and its lawyers agree to submit this legal opinion as a necessary legal document for the company to implement this incentive plan together with other materials to the Shanghai stock exchange for public disclosure, and are willing to bear corresponding legal responsibilities for the legal opinion issued by the exchange and its lawyers according to law.
6. This legal opinion is only for the purpose of the company’s implementation of this incentive plan. No unit or individual may use this legal opinion or any part thereof for any other purpose unless prior written authorization is obtained from the exchange and its lawyers.
Based on the above, we and our lawyers issue this legal opinion in accordance with the business standards, ethics and diligence recognized by the lawyer industry.
Text
1、 The company meets the conditions for equity incentive
（1） The company is a listed company on the science and Innovation Board established according to law and effectively existing
Founded on May 31, 2004, the company obtained the reply on Approving the registration of initial public offering of shares of China micro semiconductor equipment (Shanghai) Co., Ltd. (zjxk [2019] No. 1168) issued by the CSRC on July 1, 2019, issued 53486224 ordinary shares in RMB for the first time, and was listed on the science and Innovation Board of Shanghai Stock Exchange on July 22, 2019, The securities are abbreviated as ” Advanced Micro-Fabrication Equipment Inc.China(688012) ” and the securities code is Advanced Micro-Fabrication Equipment Inc.China(688012) .
The company now holds the business license with the unified social credit code of 913101157626272806 issued by Shanghai market supervision and Administration Bureau. The total share capital of the company is 61624448 shares. The domicile is No. 188 Taihua Road, Jinqiao Export Processing Zone (South District), Pudong New Area, Shanghai. The legal representative is Gerald zheyao Yin. The business scope is: R & D Assemble integrated circuit equipment, pan semiconductor equipment and other micro processing equipment and environmental protection equipment, including supporting equipment and spare parts, and sell self-produced products. Provide technical consultation and technical services. [for commodities not subject to state-run trade administration, but commodities subject to quota and license administration, the application shall be handled in accordance with the relevant provisions of the state; for projects subject to approval in accordance with the law, business activities can be carried out only with the approval of relevant departments], the business term is unlimited.
According to the inspection of our lawyers, the company is a joint stock limited company established and validly existing according to law. As of the date of issuance of this legal opinion, there is no situation that needs to be terminated in accordance with laws, regulations and the articles of association. （2） The company is not allowed to implement equity incentive as stipulated in Article 7 of the management measures
According to the company’s explanation and the inspection of our lawyers, the company does not have the following circumstances under which equity incentive shall not be implemented as stipulated in Article 7 of the management measures:
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 most recent 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.
In conclusion, our lawyers believe that the company is a listed company on the science and Innovation Board 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 administrative measures, which meets the conditions for equity incentive as stipulated in the administrative measures. 2、 Legality and compliance of the contents of this incentive plan
On March 9, 2022, the third meeting of the second board of directors and the second meeting of the second board of supervisors reviewed and approved the incentive plan (Draft). The incentive plan (Draft) is divided into 14 chapters, which are respectively “interpretation”, “purpose and principle of the incentive plan”, “management organization of the incentive plan”, “basis and scope of incentive object”, “incentive mode, source, quantity and distribution of restricted shares”, “validity period, grant date, ownership arrangement and lock up period of the incentive plan” “The granting price of restricted shares and the determination method of the granting price”, “the granting and attribution conditions of restricted shares”, “the implementation procedure of the restricted stock incentive plan”, “the adjustment method and procedure of the restricted stock incentive plan”, “the accounting treatment of restricted shares”, “the respective rights and obligations of the company / incentive object” “Handling of changes in the company / incentive object” and “Supplementary Provisions”.
Upon the inspection of our lawyers, the incentive plan (Draft) has specified all the items required to be specified in Article 9 of the management measures, and:
1. The incentive objects under this incentive plan are the directors, senior managers, core technicians and other personnel deemed necessary by the board of directors, excluding the independent directors, supervisors, shareholders who individually or jointly hold more than 5% of the shares of the company, the actual controllers of listed companies and their spouses, parents and children, Comply with Article 8 of the administrative measures and article 10.4 of the listing rules;
2. The incentive plan (Draft) stipulates the conditions for the grant and attribution of restricted shares, the requirements for the term of office of the incentive object in each attribution period, and the performance appraisal requirements at the company level and the individual level of the incentive object. The relevant arrangements comply with Articles 10 and 11 of the administrative measures and articles 10.2 and 10.7 of the listing rules;
3. The incentive tool adopted in this incentive plan is class II restricted stock, and the source of the underlying stock involved is the company’s directional issuance of A-share common stock to the incentive object, which is in line with Article 12 of the administrative measures and article 10.5 of the listing rules;
4. The validity period of the incentive plan shall be no more than 60 months from the date of grant of restricted shares to the date when all the restricted shares granted to the incentive object are vested or invalid, which shall comply with the provisions of Article 13 of the administrative measures;
5. The total number of subject shares involved in all equity incentive plans of the company within the validity period does not exceed 10% of the total share capital of the company; The company’s shares granted to any incentive object through all the equity incentive plans within the validity period do not exceed 1% of the total share capital of the company, which is in line with the provisions of Article 14 of the administrative measures;
6. The incentive plan is granted at one time without reserved rights and interests, which is in line with the provisions of Article 15 of the administrative measures;
7. The incentive plan sets a lock up period, and the relevant arrangements comply with the provisions of Article 16 of the administrative measures; 8. The grant price and pricing basis specified in the incentive plan comply with Article 23 of the administrative measures and article 10.6 of the listing rules;
9. The interval between the grant date of the incentive plan and the first lifting of the restriction on sales shall not be less than 12 months, which is in line with the provisions of Article 24 of the administrative measures
