Beijing Dacheng Law Firm
About Tongfu Microelectronics Co.Ltd(002156)
2022 stock option incentive plan
of
Legal opinion
Dachengzheng Zi [2022] No. 045
Beijing Dacheng Law Firm
www.dentons. cn.
16-21 / F, block B, Zhaotai International Center, No. 10, Chaoyangmen South Street, Chaoyang District, Beijing (100020)
16-21F, Tower B, ZT International Center, No.10, Chaoyangmen Nandajie
Chaoyang District, 100020, Beijing, China
Tel: +86105813 7799 Fax: +86105813 7788
catalog
1、 The company’s qualification to implement the stock option incentive plan 3 (I) basic information of the company 3 (II) the company is not allowed to implement the equity incentive plan 4 II. Legality and compliance of the content of this stock option incentive plan 4 (I) purpose of this incentive plan 5 (II) determination basis and scope of incentive objects 5 (III) stock source and quantity of this incentive plan 6 (IV) the validity period, authorization date, waiting period, vesting date, exercise proportion and lock up period of this incentive plan 7 (V) exercise price of stock options and determination method of exercise price 9 (VI) conditions for granting and exercising stock options 9 (VII) adjustment methods and procedures of stock option incentive plan 12 (VIII) procedures for implementing equity incentive plan, granting stock options and exercising rights of incentive objects 13 (IX) respective rights and obligations of the company and the incentive object 13 (x) final changes and personal changes of this incentive plan 15 III. legality and compliance of the deliberation procedure of this stock option incentive plan 17 (I) legal procedures performed 17 (II) legal procedures to be performed 18 IV. determination of the object of this stock option incentive plan 19 v. information disclosure of this stock option incentive plan 19 (I) information disclosure obligations performed 19 (II) information disclosure obligations to be performed 20 VI. whether the company provides financial support for incentive objects 20 7. Whether there is any situation that obviously damages the interests of the listed company and all shareholders and violates relevant laws and administrative regulations 20 VIII. Whether the company’s affiliated directors fulfill the avoidance obligation 21 IX. concluding comments twenty-one
Beijing Dacheng Law Firm
About Tongfu Microelectronics Co.Ltd(002156)
Of stock option incentive plan in 2022
Legal opinion
Dachengzheng Zi [2022] No. 045
To: Tongfu Microelectronics Co.Ltd(002156)
We accept the entrustment of Tongfu Microelectronics Co.Ltd(002156) (hereinafter referred to as ” Tongfu Microelectronics Co.Ltd(002156) ” or “the company”) to act as the special legal adviser of the company’s 2022 stock option incentive plan in accordance with the relevant agreement on the employment of special legal adviser signed between us and the company. The lawyer of the firm accepts the appointment 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 administrative measures for equity incentive of listed companies (2018 Amendment) (hereinafter referred to as the “administrative measures”) promulgated by the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”) This legal opinion is issued in accordance with the provisions of relevant laws, regulations and normative documents such as Shenzhen Stock Exchange listed company business handling guide No. 9 – equity incentive (hereinafter referred to as “business guide No. 9”) on matters related to the company’s plan to implement the 2022 stock option incentive plan (hereinafter referred to as “stock option incentive plan”).
With regard to this legal opinion, our lawyer makes the following statement:
(I) in accordance with the securities law of the people’s Republic of China, the measures for the administration of securities legal business conducted by law firms, the rules for the practice of securities legal business of law firms and other provisions, as well as 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 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.
(II) the exchange only gives opinions on the legal issues related to Tongfu Microelectronics Co.Ltd(002156) this stock option incentive plan, but does not give opinions on the rationality of the underlying stock value, assessment standards and other issues involved in this stock option incentive plan, as well as accounting, finance and other non legal professional matters. The non legal professional issues involved in this legal opinion are quoted in strict accordance with the contents of the report issued by the relevant intermediary institutions. This quotation does not mean that our lawyer makes any express or implied guarantee for its authenticity, and our lawyer does not have the legal qualification to check and judge it.
(III) for the facts that are crucial to this legal opinion and cannot be supported by independent evidence, our lawyers rely on the supporting documents and relevant explanations issued by relevant administrative organs, judicial organs, companies or other relevant units. The lawyer of our firm regards the above supporting documents and relevant explanations without other evidence as true and correct.
(IV) this legal opinion is only for the purpose of this stock option incentive plan. Without the written consent of the exchange and its lawyers, the company and any other legal person, unincorporated organization or individual shall not use this legal opinion for any other purpose.
(V) the exchange and its lawyers agree to take this legal opinion as a necessary legal document for Tongfu Microelectronics Co.Ltd(002156) implementing the stock option incentive plan, report it together with other materials, and bear corresponding legal liabilities according to law.
(VI) the exchange agrees that Tongfu Microelectronics Co.Ltd(002156) in the relevant documents prepared for the implementation of the stock option incentive plan, the relevant contents of this legal opinion shall be quoted, 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 relevant national laws, regulations, normative documents and relevant provisions of the CSRC, and on the basis of full verification and verification of the company’s behavior and the legality, compliance, authenticity and effectiveness of this application, our lawyers hereby express the following legal opinions on the company’s stock option incentive plan: 1 Qualification of the company to implement the stock option incentive plan (I) basic information of the company
The company is a Foreign Investment Co., Ltd. approved and established by the former Ministry of foreign trade and economic cooperation of the people’s Republic of China on December 6, 2002 in the document “reply on Approving the transformation of Nantong Fujitsu Microelectronics Co., Ltd. into Nantong Fujitsu Microelectronics Co., Ltd. [2002] No. 1375”, On January 21, 2002, it obtained the business license of enterprise legal person with the registration number of “Qi Gu Guo Fu Zi No. Spic Dongfang Energy Corporation(000958) ” issued by the State Administration for Industry and commerce.
Upon verification, on July 23, 2007, the company was approved to issue 67 million ordinary shares to the public by the notice on Approving the initial public offering of shares of Nantong Fujitsu Microelectronics Co., Ltd. (zjfz [2007] No. 192) of China Securities Regulatory Commission, It was approved by Shenzhen Stock Exchange “SZS [2007] No. 130” notice on the listing of RMB common shares of Nantong Fujitsu Microelectronics Co., Ltd. to be listed on Shenzhen Stock Exchange from August 16, 2007.
The company now holds the business license with the registration number of 9132 Shenzhen Zhongjin Lingnan Nonfemet Co.Ltd(000060) 8319749x issued by Nantong administrative examination and approval Bureau on January 21, 2021, and the registered capital is 1329036928 yuan. The legal representative of the company is Shi Mingda, whose domicile is No. 288, Chongchuan Road, Chongchuan District, Nantong city. Its business scope is to research, develop, produce and sell semiconductor products such as integrated circuits and provide relevant technical services; Self support and agency of the import and export business of the above commodities (for projects subject to approval according to law, business activities can be carried out only with the approval of relevant departments). After verification, the company is a joint stock limited company validly existing according to law, and there is no need to terminate or dissolve in accordance with the company law, other laws, regulations, normative documents and the articles of association. (II) the company is not allowed to implement the equity incentive plan
According to the description of the company and the audit report (ztsz (2021) No. 110a006109) issued by Zhitong Certified Public Accountants (special general partnership) after the audit of the company’s financial report from January 1, 2020 to December 31, 2020 According to the internal control assurance report (gtzz (2021) No. 110a004145) and the internal control self-evaluation report of Tongfu Microelectronics Co.Ltd(002156) 2020 and the information on cninfo.com, our lawyers believe that Tongfu Microelectronics Co.Ltd(002156) does not have the following circumstances specified in Article 7 of the management measures:
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, our lawyers believe that as of the date of issuance of this legal opinion, Tongfu Microelectronics Co.Ltd(002156) is a joint stock limited company established and validly existing according to law Tongfu Microelectronics Co.Ltd(002156) there is no circumstance that the equity incentive plan shall not be implemented as stipulated in the administrative measures, which meets the conditions for the implementation of equity incentive as stipulated in the administrative measures. Accordingly, Tongfu Microelectronics Co.Ltd(002156) has the subject qualification for implementing the equity incentive plan stipulated in the administrative measures. 2、 Legality and compliance of the contents of this stock option incentive plan
According to Tongfu Microelectronics Co.Ltd(002156) confirmation and verification, Tongfu Microelectronics Co.Ltd(002156) held the 11th meeting of the 7th board of directors on March 11, 2022, deliberated and approved the proposal on the stock option incentive plan in 2022 (Draft) and its summary. The main contents of the stock option incentive plan in 2022 (Draft) are as follows: (I) the purpose of this incentive plan
After verification by our lawyers, Chapter II of the company’s 2022 stock option incentive plan (Draft) clearly stipulates the purpose of this incentive plan:
1. Establish a sharing mechanism. Establish the benefit sharing mechanism between workers and owners, realize the consistency of the interests of the company, shareholders and employees, and promote all parties to pay common attention to the long-term development of the company, so as to bring more efficient and lasting returns to shareholders;
2. Improve the corporate governance structure. Based on the current critical period of the company’s business development, further improve the company’s governance structure, improve the company’s long-term and effective incentive and restraint mechanism, and ensure the company’s long-term and stable development; 3. Improve the incentive system. Deepen the company’s incentive system, fully mobilize the enthusiasm and creativity of employees, attract and retain excellent management talents and core technology (business) backbone, and improve the cohesion of employees and the competitiveness of the company.
The lawyers of the firm believe that the incentive plan of the company defines the implementation purpose and complies with the provisions of item (I) of Article 9 of the management measures. (II) determination basis and scope of incentive objects
1. According to the provisions of Chapter IV of the 2022 stock option incentive plan (Draft), the basis for determining the incentive object is as follows:
(1) Legal basis for determining incentive objects
The incentive objects of the incentive plan are determined according to 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 of this incentive plan are directors (excluding independent directors), senior managers, core technicians, core business personnel and other employees who have a direct impact on the company’s business performance and future development of the company (including branches, wholly-owned subsidiaries, holding subsidiaries, joint-stock subsidiaries, etc.).
2. Scope of incentive objects
The total number of incentive objects granted by this incentive plan is 870, including directors (excluding independent directors), senior managers, core technicians, core business personnel and other employees of the company (including branches, wholly-owned subsidiaries, holding subsidiaries, joint-stock subsidiaries, etc.): who have a direct impact on the company’s business performance and future development.
The above incentive objects do not include independent directors, supervisors, shareholders or actual controllers who individually or jointly hold more than 5% of the company’s shares and their spouses, parents and children.
Among the above incentive objects, senior managers must be appointed by the board of directors of the company. All incentive objects must have employment or labor relations with the company (including branches, wholly-owned subsidiaries, holding subsidiaries, joint-stock subsidiaries, etc.) when granting rights and interests in this incentive plan.
3. Verification of incentive objects
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,
The publicity period shall not be less than 10 days. The board of supervisors will disclose the impact of the incentive plan five days before the shareholders’ meeting considers the incentive plan
Like a description of the list review and publicity. The list of incentive objects adjusted by the board of directors of the company shall also be subject to the supervision of the company
The matter will be verified.
Our lawyers believe that the incentive plan has defined the determination of incentive objects
