Beijing global law firm
about
China Resources Microelectronics Limited
（ China Resources Microelectronics Limited(688396) ）
Adjustment of restricted stock incentive plan and related matters of initial grant
of
Legal opinion
Beijing global law firm
about
China Resources Microelectronics Limited
（ China Resources Microelectronics Limited(688396) ）
Adjustment of restricted stock incentive plan and related matters of initial grant
of
Legal opinion
Glo2021bj (FA) Zi No. 111702 to: China Resources Microelectronics Limited ( China Resources Microelectronics Limited(688396) )
Entrusted by China Resources Microelectronics Limited ( China Resources Microelectronics Limited(688396) ) (hereinafter referred to as " China Resources Microelectronics Limited(688396) " or "the company"), Beijing universal law firm (hereinafter referred to as "the firm" or "universal") acted as the special legal adviser of the company's restricted stock incentive plan in 2021 (hereinafter referred to as "the incentive plan" or "the plan"). In accordance with 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, and the Listing Rules of Shanghai Stock Exchange on the science and Innovation Board (hereinafter referred to as the "Listing Rules") Self regulatory guidelines for listed companies on the science and Innovation Board No. 4 - disclosure of equity incentive information (hereinafter referred to as "self regulatory guidelines"), Trial Measures for the implementation of equity incentive by state-owned holding listed companies (domestic) (hereinafter referred to as "measures for equity incentive of state-owned listed companies") Relevant laws, regulations and normative documents such as the guidelines for the implementation of equity incentive by listed companies controlled by central enterprises (hereinafter referred to as the "guidelines for equity incentive") and the revised and restated memorandum of association and articles of association of China Resources Microelectronics Limited ( China Resources Microelectronics Limited(688396) ) (hereinafter referred to as the "articles of association") China Resources Microelectronics Limited ( China Resources Microelectronics Limited(688396) ) 2021 type II restricted stock incentive plan (Draft) (hereinafter referred to as the "incentive plan") and China Resources Microelectronics Limited(688396) 2021 type II restricted stock incentive plan (Revised Draft) (hereinafter referred to as the "incentive plan (revised draft"), This legal opinion is issued on the matters related to the company's adjustment of the list of incentive objects granted under this incentive plan, the number of grants (hereinafter referred to as "this adjustment") and the first grant of restricted shares (hereinafter referred to as "the first grant").
In order to issue this legal opinion, our lawyers conducted legal review on the documents required for issuing this legal opinion provided by the company, consulted the documents we thought necessary for issuing this legal opinion, as well as relevant laws, regulations and normative documents, and inquired about and discussed relevant matters with relevant personnel.
In order to ensure the authenticity, accuracy and legitimacy of the relevant conclusions of the legal opinion, our lawyers have reviewed the documents related to the issuance of the legal opinion, and rely on China Resources Microelectronics Limited(688396) 's guarantee as follows: China Resources Microelectronics Limited(688396) has provided us with the original written materials, copies, copies or oral testimony necessary for the issuance of the legal document, There is no omission or concealment; If the documents are copies or copies, their contents shall be consistent with the original or the original; The signatories of all documents submitted to the exchange have full civil capacity, and their signing has been properly and effectively authorized.
For the facts that cannot be independently verified by the firm, the lawyers of the firm rely on the relevant certificates and explanatory documents issued by the relevant government departments, China Resources Microelectronics Limited(688396) and the incentive objects of the incentive plan.
In this legal opinion, our lawyers only express legal opinions on important legal issues related to this incentive plan that have occurred or exist before the issuance date of this legal opinion, and do not express opinions on other issues, accounting, audit, asset evaluation and other professional matters. The reference of our lawyers in this legal opinion to the contents of professional documents related to accounting, audit, asset evaluation and financial consultant (including but not limited to audit report, asset evaluation report, independent financial consultant report, profit forecast report, etc.) does not mean that our lawyers have the authenticity of these professional documents and the contents quoted Make any express or implied guarantee of accuracy, and our lawyers are not qualified to check and judge these professional documents and the contents quoted.
This legal opinion is issued on the basis of Chinese laws and is limited to the Chinese laws that have been published and in force before the issuance of this legal opinion. This legal opinion does not express opinions on the application of foreign laws.
In accordance with the provisions of 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, as well as the facts that have occurred or exist before the issuance date of this legal opinion, the firm and its handling lawyers have strictly performed their statutory duties, followed the principles of diligence and good faith, and conducted full verification and verification, 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 liabilities.
Based on the above, in accordance with the requirements of the lawyer law of the people's Republic of China and in accordance with the recognized business standards, ethics and the spirit of diligence and responsibility of the Chinese lawyer industry, the legal opinions are as follows:
1、 This adjustment and the approval and authorization granted for the first time
（1） On December 24, 2021, the company held the 25th meeting of the first board of directors, The proposal on the company's 2021 class II restricted stock incentive plan (Draft) and its summary, the proposal on the company's 2021 class II restricted stock incentive plan implementation assessment measures, and the proposal on the company's 2021 class II restricted stock incentive plan management measures were reviewed and approved Proposal on the list of incentive objects of the company's class II restricted stock incentive plan in 2021, proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to the company's class II restricted stock incentive plan in 2021, etc.
Related directors have been withdrawn when voting on relevant proposals. The independent director issued and the company announced the independent opinions of independent directors of China Resources Microelectronics Limited ( China Resources Microelectronics Limited(688396) ) on relevant matters of the 25th meeting of the first board of directors on December 25, 2021, and expressed independent opinions on relevant matters of the incentive plan.
（2） According to the written instructions of the company, since the company is a red chip enterprise established in the Cayman Islands and does not have a board of supervisors, the procedures and obligations to be performed by the board of supervisors specified in the management measures shall be performed by the independent directors of the company. On December 25, 2021, the company announced the verification opinions of China Resources Microelectronics Limited(688396) independent directors on the company's 2021 restricted stock incentive plan (Draft), and the independent directors unanimously agreed to the company's incentive plan.
（3） On February 16, 2022, the company announced China Resources Microelectronics Limited(688396) the announcement on the approval of the 2021 restricted stock incentive plan by the state owned assets supervision and Administration Commission of the State Council (Announcement No.: 2022003). According to the announcement, The company received the reply of the state owned assets supervision and Administration Commission of the State Council on China Resources Microelectronics Limited(688396) implementing the incentive plan for class II restricted stocks (gzkp [2022] No. 49) forwarded by China Resources (Group) Co., Ltd. and agreed in principle to implement the incentive plan for class II restricted stocks.
（4） On February 22, 2022, the company held the 27th meeting of the first board of directors, The proposal on the company's class II restricted stock incentive plan in 2021 (Revised Draft) and its summary, the proposal on the company's measures for the implementation and assessment of class II restricted stock incentive plan in 2021 (Revised Draft), and the proposal on the company's list of incentive objects of class II restricted stock incentive plan in 2021 (Revised Draft) were reviewed and approved. Related directors have been withdrawn when voting on relevant proposals. The independent directors issued and the company announced the independent opinions of the independent directors of China Resources Microelectronics Limited ( China Resources Microelectronics Limited(688396) ) on relevant matters of the 27th meeting of the first board of directors, and expressed independent opinions on relevant matters of the incentive plan.
（5） On February 23, 2022, the company announced the announcement of China Resources Microelectronics Limited(688396) on public solicitation of entrusted voting rights by independent directors (Announcement No.: 2022007). According to the entrustment of other independent directors, Mr. Xia Zhengshu, the independent director, as the collector, solicited voting rights from all shareholders of the company on the relevant proposals of the incentive plan considered at the first extraordinary general meeting in 2022.
（6） On February 23, 2022, the company announced the list of some incentive objects first granted under the restricted stock incentive plan in 2021 (Revised Version). From February 23, 2022 to March 4, 2022, the company publicized the list of incentive objects granted for the first time in this incentive plan. During the publicity period, individual employees of the company asked the company about the rules and procedures for determining incentive objects, and the company explained and explained the relevant questions of employees. As of the expiration of the publicity period, the company has not received other opinions. On March 5, 2022, the company announced the publicity and verification opinions of China Resources Microelectronics Limited(688396) independent directors on the list of incentive objects of the company's restricted stock incentive plan in 2021 (Announcement No.: 2022016).
（7） On March 11, 2022, the company held the first extraordinary general meeting of shareholders in 2022, The proposal on the company's 2021 class II restricted stock incentive plan (Revised Draft) and its summary, the proposal on the company's 2021 class II restricted stock incentive plan implementation assessment measures (Revised Draft), and the proposal on the company's 2021 class II restricted stock incentive plan management measures were reviewed and passed Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company's class II restricted stock incentive plan in 2021. The company's implementation of the incentive plan is approved by the general meeting of shareholders, and the board of directors is authorized to determine the grant date of restricted shares, grant restricted shares to incentive objects when incentive objects meet the conditions, and handle all matters necessary for the grant of restricted shares.
（8） On March 12, 2022, the company posted on the website of Shanghai Stock Exchange (www.sse. Com. CN.) Disclose China Resources Microelectronics Limited(688396) the self inspection report on the trading of the company's shares by insiders of the company's restricted stock incentive plan in 2021 (Announcement No.: 2022018).
（9） On March 16, 2022, the company held the 28th meeting of the first board of directors, deliberated and approved the proposal on adjusting the incentive plan of class II restricted shares in 2021 and the proposal on granting restricted shares to incentive objects for the first time. Related directors have been withdrawn when voting on relevant proposals. The independent director issued and the company announced the independent opinions of the independent director of China Resources Microelectronics Limited ( China Resources Microelectronics Limited(688396) ) on relevant matters of the 28th meeting of the first board of directors, and expressed independent opinions on relevant matters of this adjustment and the first grant.
To sum up, the exchange believes that the adjustment and initial grant of the company's restricted stock incentive plan have obtained the necessary approval and authorization at this stage, which is in line with the relevant provisions of the management measures and the incentive plan (Revised Draft).
2、 Specific contents of this incentive plan adjustment
In view of the fact that among the incentive objects originally planned to be granted for the first time in this incentive plan, 27 people no longer meet the qualification of incentive objects due to resignation or retirement from the company, in accordance with the relevant provisions of the management measures and the incentive plan and the authorization of the company's first extraordinary general meeting in 2022, The board of directors of the company decided to adjust the number and number of incentive objects granted for the first time in the incentive plan. After adjustment, the number of incentive objects granted for the first time in the incentive plan was adjusted from 1300 to 1273, and the number of restricted shares to be granted for the first time in the incentive plan was adjusted from 120295 million shares to 11.812 million shares, The restricted shares corresponding to the above-mentioned resigned personnel shall be treated as invalid. In addition to the above adjustments, other contents of this incentive plan are consistent with the proposal on the company's incentive plan for class II restricted shares in 2021 (Revised Draft) and its summary deliberated and adopted at the first extraordinary general meeting of the company in 2022.
On March 16, 2022, the company held the 28th meeting of the first board of directors, deliberated and approved the proposal on adjusting the matters related to the incentive plan of class II restricted stocks in 2021, and agreed to adjust the number of incentive objects and the number of awards granted for the first time in this incentive plan. On the same day, the independent directors issued the independent opinions of independent directors of China Resources Microelectronics Limited ( China Resources Microelectronics Limited(688396) ) on relevant matters of the 28th meeting of the first board of directors, and agreed to the adjustment of the incentive plan. On March 16, 2022, the independent director of the company issued China Resources Microelectronics Limited ( China Resources Microelectronics Limited(688396) )
