Postal Code: 100005 Tel: (86-10) 85191300 Fax: (86-10) 85191350 [email protected]. Beijing JUNHE law firm
About Jcet Group Co.Ltd(600584)
Of employee stock ownership plan (Draft) in 2022
Legal opinion
Beijing JUNHE law firm (hereinafter referred to as “the firm”) is a law firm qualified to engage in legal business. We accept the entrustment of Jcet Group Co.Ltd(600584) (hereinafter referred to as “the company” or ” Jcet Group Co.Ltd(600584) “), and appoint our lawyer to issue this legal opinion in the capacity of distinguished legal counsel on the company’s implementation of the employee stock ownership plan in 2022 (hereinafter referred to as “the employee stock ownership plan”).
This legal opinion is in accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”) and the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”) The guidance on the pilot implementation of employee stock ownership plan by listed companies (hereinafter referred to as the “pilot guidance”) and other laws officially promulgated and implemented in China (for the purpose of issuing this legal opinion, excluding Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan region) before the date of issuance of this legal opinion Regulations and normative documents and the relevant provisions of Jcet Group Co.Ltd(600584) articles of Association (hereinafter referred to as the “articles of association”).
In order to issue this legal opinion, we have reviewed the relevant documents provided by the company and obtained the following guarantee from the company: the company has provided the original written materials, copies, copies or oral testimony necessary for issuing this legal opinion without any omission or concealment; The copy materials or copies provided by them are completely consistent with the original materials or originals. The validity of the original of each document has not been revoked by relevant government departments within its validity period, and they are held by their respective legal holders on the date of issuance of this legal opinion; The documents provided and the signatures and seals on the documents are true; The documents and facts provided are true, accurate and complete. It is essential for the issuance of this legal opinion and cannot be obtained
For the facts supported by independent evidence, the exchange relies on the supporting documents issued by relevant government departments or other relevant institutions, and the instructions or confirmation issued by the company or other parties to issue this legal opinion.
In accordance with the provisions of relevant Chinese laws, regulations and normative documents and the facts that have occurred or exist before the date of issuance of this legal opinion, the exchange has strictly performed its statutory duties, followed the principles of diligence and good faith, fully verified and verified the relevant matters involved in the implementation of this employee stock ownership plan, and ensured that the facts identified in this legal opinion are true, accurate and complete, There are no false records, misleading statements or major omissions in the concluding observations issued.
The exchange only gives opinions on the legal issues related to the employee stock ownership plan to be implemented by the company, and does not give opinions on the rationality of the underlying stock value, assessment standards and other issues involved in the employee stock ownership plan, as well as accounting, finance, audit and other non legal professional matters. When we quote relevant financial data or conclusions in this legal opinion, we have fulfilled the necessary duty of care, but such quotation shall not be regarded as any express or implied guarantee for the authenticity and accuracy of these data and conclusions, and we are not qualified to check and evaluate these data and conclusions.
This legal opinion is only used by the company for the purpose of implementing the employee stock ownership plan, and shall not be used for any other purpose. The exchange agrees that the company will take this legal opinion as one of the necessary documents for the implementation of this ESOP, submit it to Shanghai stock exchange together with other materials for announcement, and bear corresponding legal liabilities for this legal opinion according to law. The exchange agrees that the company shall quote the relevant contents of this legal opinion in the relevant documents prepared for the implementation of this employee stock ownership plan according to law, but the quotation shall not be carried out in any way that may lead to deviation in the understanding of the opinions of the exchange. Otherwise, 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 Chinese laws and regulations such as the company law, the securities law, the measures for the administration of law firms engaging in securities legal business, the rules for the practice of securities legal business of law firms (for Trial Implementation) and the relevant provisions of the CSRC, and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, the exchange has verified and verified the relevant documents and facts provided by the company, The legal opinions are as follows:
1、 Subject qualification of implementing the employee stock ownership plan
According to the business license (Unified Social Credit Code: 91320200142248781b) issued by Wuxi administrative examination and approval Bureau on June 22, 2021, Jcet Group Co.Ltd(600584) was established on November 6, 1998, with its domicile at No. 78 Changshan Road, Chengjiang Town, Jiangyin City, the legal representative is Zheng Li, the registered capital is 1779553000 yuan, and its business scope is: research, development, production and sales of semiconductors, electronic originals Special electronic and electrical devices, sales of mechanical and electrical products and complete sets of equipment produced by the enterprise, self-supporting and agent import and export business of various commodities and technologies, and carrying out the business of feed processing and “three supplies and one compensation” of the enterprise; Road general cargo transportation. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments).
The lawyer of the firm inquired about the “national enterprise credit information publicity system”（ http://www.gsxt.gov.cn. ）, Jcet Group Co.Ltd(600584) ‘s registration status is “existing (in operation, opening, registered)”.
According to the listing announcement of Jcet Group Co.Ltd(600584) and the approval of the notice on approval of Jcet Group Co.Ltd(600584) public offering of shares (Zheng Jian FA FA FA Zi [2003] No. 40) issued by China Securities Regulatory Commission and the approval of “Shang Zheng Shang Zi [2003] No. 53″ issued by Shanghai Stock Exchange, Jcet Group Co.Ltd(600584) was listed on Shanghai Stock Exchange on June 3, 2003. The stock is abbreviated as ” Jcet Group Co.Ltd(600584) ” and the stock code is ” Jcet Group Co.Ltd(600584) “.
Based on the above, Jcet Group Co.Ltd(600584) is a joint stock limited company established and validly existing according to law, and its shares are listed and traded on the Shanghai stock exchange according to law. The company has the subject qualification to implement the employee stock ownership plan. 2、 Legality and compliance of this ESOP
On April 13, 2022, the 14th extraordinary meeting of Jcet Group Co.Ltd(600584) the seventh board of directors deliberated and adopted the Jcet Group Co.Ltd(600584) 2022 employee stock ownership plan (Draft) (hereinafter referred to as “Employee Stock Ownership Plan (Draft)”, which stipulates the relevant matters involved in this employee stock ownership plan.
In accordance with the relevant provisions of the pilot guidance, our lawyers have checked the relevant matters of the employee stock ownership plan item by item, as follows:
(I) according to the employee stock ownership plan (Draft), the company’s relevant announcements and the company’s written instructions, when implementing this employee stock ownership plan, the company will strictly follow the provisions of laws and administrative regulations, perform the necessary procedures at this stage, and truly, accurately, completely and timely disclose information. There are no securities frauds such as insider trading and manipulation of the securities market by others using this ESOP, which meets the relevant requirements of item (I) of part I of the pilot guidance on the principle of compliance according to law.
(II) according to the employee stock ownership plan (Draft) and the written instructions of the company, the implementation of the employee stock ownership plan by the company follows the principle of independent decision and voluntary participation of employees. There is no case of forcing employees to participate in the employee stock ownership plan by means of apportionment and forced distribution, which meets the relevant requirements of item (II) of part I of the pilot guidance on the principle of voluntary participation.
(III) according to the employee stock ownership plan (Draft) and the written instructions of the company, the participants of the employee stock ownership plan are responsible for their own profits and losses, bear their own risks, and have equal rights and interests with other investors, which meets the relevant requirements of the principle of risk bearing in Item (III) of part I of the pilot guidance.
(IV) according to the employee stock ownership plan (Draft) and the company’s written instructions, the participants of this employee stock ownership plan are directors, supervisors, senior managers and other core management backbones of the company (including subsidiaries, the same below) who play an important role and influence on the overall performance and medium and long-term development of the company. The total number of employees to participate in the subscription this time shall not exceed 46, Comply with the relevant provisions on the participants of the employee stock ownership plan in Item (IV) of Part II of the pilot guidance.
(V) according to the employee stock ownership plan (Draft) and the written instructions of the company, the capital sources of this employee stock ownership plan are the self raised funds of employees and the incentive fund of employee stock ownership plan established by the company, which comply with the relevant provisions of sub item 1, item (V) of Part II of the pilot guidance.
(VI) according to the employee stock ownership plan (Draft) and the company’s written instructions, the stock source of this employee stock ownership plan is the A-share stock of the company purchased and held through the asset management plan established by the entrusted asset management institution through the secondary market or other ways permitted by laws and administrative regulations, which is in line with the relevant provisions of sub item 2, item (V) of Part II of the pilot guidance.
(VII) according to the employee stock ownership plan (Draft) and the written instructions of the company, the duration of this employee stock ownership plan is 48 months, which is calculated from the date when the company announces that the employee stock ownership plan completes the purchase of the company’s shares. Before the expiration of the duration of the employee stock ownership plan, the duration of the employee stock ownership plan can be extended after more than 2 / 3 shares held by the holders attending the holder meeting are agreed and submitted to the board of directors for deliberation and approval; If the company’s shares held in this ESOP cannot be fully realized before the expiration of the upper limit of the duration due to the suspension of trading or short window period of the company’s shares, the duration of the ESOP can be extended after more than 2 / 3 of the shares held by the holders attending the shareholders’ meeting are agreed and submitted to the board of directors for deliberation and approval. Based on the above, our lawyers believe that this ESOP complies with the relevant provisions of sub item 1, item (VI) of Part II of the pilot guidance.
(VIII) according to the employee stock ownership plan (Draft) and the written instructions of the company, the total number of shares corresponding to the employee stock ownership plan is about 7.93 million (assuming that the closing price of 23.09 yuan / share on April 13, 2022 is taken as the average purchase price of all shares of the employee stock ownership plan), accounting for about 0.45% of the total existing share capital of the company, The specific transaction quantity shall be subject to the actual quantity at the time of transaction. The upper limit of the funds raised by the employee stock ownership plan is 183 million yuan, with “shares” as the subscription unit, each share is 1 yuan, and the upper limit of the number of shares of the employee stock ownership plan is 183 million. After the implementation of the employee stock ownership plan, the total number of shares held by all effective employee stock ownership plans shall not exceed 10% of the total share capital of the company, The number of underlying shares corresponding to the employee stock ownership plan shares held by any holder shall not exceed 1% of the total share capital of the company (excluding the shares obtained by employees before the listing of the company’s initial public offering, the shares purchased by employees through the secondary market and the shares obtained through equity incentive). Based on the above, our lawyers believe that this ESOP complies with the provisions of sub item 2, item (VI) of Part II of the pilot guidance.
(IX) according to the employee stock ownership plan (Draft) and the company’s written instructions, after being approved by the general meeting of shareholders, the employee stock ownership plan entrusts the asset management institution to establish an asset management plan for asset management. The internal top management authority of the employee stock ownership plan is the holder meeting. A management committee is set up at the shareholders’ meeting, and the management committee is authorized as the management organization of the employee stock ownership plan to supervise the daily management of the employee stock ownership plan and exercise shareholders’ rights on behalf of the holders. The company plans to sign asset management agreements and other relevant documents with asset management institutions with professional qualifications on behalf of the employee stock ownership plan. Based on the above, our lawyers believe that this ESOP complies with the provisions of sub items 1, 2 and 5 of item (VII) of Part II of the pilot guidance.
(x) the 14th extraordinary meeting of the seventh board of directors of the company deliberated and approved the employee stock ownership plan (Draft) and proposed to convene a general meeting of shareholders for voting. After verification by our lawyers, the employee stock ownership plan (Draft) has made clear provisions on the following matters:
1. The participants of the ESOP and the determination criteria, capital and stock sources;
2. Duration, management mode, convening and voting procedures of the shareholders’ meeting of the ESOP; 3. The way in which the company participates in the ESOP when financing;
4. The change and termination of the employee stock ownership plan, and the disposal methods of the share rights and interests held by employees when they are not suitable to participate in the stock ownership plan;
5. Selection procedures of representatives or institutions of ESOP holders;
6. Selection and appointment of the management organization of the employee stock ownership plan;
7. Disposal methods of shares held by employees after the expiration of the employee stock ownership plan;
8. Other important matters.
According to the employee stock ownership plan (Draft) and the company’s written instructions, after being approved by the general meeting of shareholders, the employee stock ownership plan entrusts the asset management institution to establish an asset management plan for asset management, and the company plans to sign an asset management agreement with the asset management institution with professional qualifications on behalf of the employee stock ownership plan
