Jcet Group Co.Ltd(600584) : Notice of Beijing JUNHE law firm on the stock option incentive plan for Jcet Group Co.Ltd(600584) 2022 (Draft) Legal opinion, 20th floor, China Resources Building, No. 8, Jianguomen North Street, Beijing zip code: 100005 Tel: (86-10) 85191300 Fax: (86-10) 85191350 [email protected]. Beijing JUNHE law firm
About Jcet Group Co.Ltd(600584)
Of 2022 stock option incentive plan (Draft)
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 implementation of 2022 stock option incentive plan (hereinafter referred to as “the incentive plan”) by the company.
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 measures for the administration of equity incentives of listed companies (hereinafter referred to as the “measures”) promulgated by the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”) 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 The validity of the original of each document has not been revoked by relevant government departments within its validity period, and they are held by their respective legal holders on the date of issuance of this legal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
The facts stated are true, accurate and complete. 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 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, and fully verified and verified the relevant matters involved in the implementation of this incentive plan, so as to ensure 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 incentive 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 incentive 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 this incentive plan, and shall not be used for any other purpose. The exchange agrees that the company will submit this legal opinion as one of the necessary documents for the implementation of this incentive plan to Shanghai stock exchange along 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 incentive 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 for implementing this incentive plan
(I) Jcet Group Co.Ltd(600584) is a joint stock limited company established and validly existing according to law and whose shares are listed and traded on the Shanghai stock exchange according to law
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) “.
(II) Jcet Group Co.Ltd(600584) there is no circumstance that equity incentive shall not be implemented as stipulated in the administrative measures
According to the audited financial statements of Jcet Group Co.Ltd(600584) in 2021 (anyong Huaming (2022) SZ No. 61121126b01), audit report on Jcet Group Co.Ltd(600584) internal control (anyong Huaming (2022) ZZ No. 61121126b02), annual report of the company in 2021, announcement documents related to the company’s profit distribution and notes issued by the company issued by Ernst & Young Huaming Certified Public Accountants (special general partnership), and properly verified by lawyers of the firm, Jcet Group Co.Ltd(600584) there is no circumstance that equity incentive shall not be implemented as stipulated in Article 7 of the administrative 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.
Based on the above, the company is a joint stock limited company established and effectively existing according to law. There is no situation that equity incentive is not allowed according to the relevant provisions of the management measures. The company has the subject qualification to implement the incentive plan.
2、 Main contents of this incentive plan
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 stock option incentive plan (Draft) (hereinafter referred to as the “incentive plan (Draft)”, which stipulated the relevant matters involved in this incentive plan.
(I) purpose of this incentive plan
According to the incentive plan (Draft), the purpose of the company’s implementation of this incentive plan is 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 middle-level managers and core technology (business) backbone, effectively combine the interests of shareholders, the company and the core team, and make all parties pay common attention to the long-term development of the company, Enhance the company’s market competitiveness and sustainable development ability.
Accordingly, the incentive plan 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 of this incentive plan
1. Determination basis of incentive object
(1) Legal basis for determining incentive objects
The incentive objects are determined in accordance with the provisions of the company’s incentive plan and the relevant laws and regulations of the company. (2) Job basis for determining incentive objects
The incentive objects of this incentive plan are the middle-level managers and core technical (business) backbone of the company. The list of incentive objects is nominated by the remuneration and assessment committee of the board of directors of the company and verified and determined by the board of supervisors of the company.
According to the incentive plan (Draft), a total of 1382 incentive objects are involved in this incentive plan, including the company’s middle-level managers and the company’s core technology (business) backbone.
All incentive objects must sign employment contracts or labor contracts with the company or its subsidiaries when they are granted stock options and within the assessment period of this incentive plan.
According to the incentive plan (Draft), the following personnel shall not become incentive objects: (1) they have been identified as inappropriate candidates by the stock exchange in the last 12 months; (2) In the last 12 months, it has been identified as an inappropriate candidate by the CSRC and its dispatched offices; (3) Being administratively punished by the CSRC and its dispatched offices or taking market entry prohibition measures for major violations of laws and regulations in the last 12 months; (4) Those who are not allowed to serve as directors or senior managers of the company as stipulated in the company law; (5) Those who are not allowed to participate in the equity incentive of listed companies according to laws and regulations; (6) Other circumstances recognized by the CSRC. If any of the above circumstances occurs to the incentive object during the implementation of the incentive plan, the company will terminate its right to participate in the incentive plan and cancel its granted but not exercised stock options.
Accordingly, the incentive plan defines the basis and scope for determining the incentive object, which is in line with the provisions of item (II) of Article 9 of the management measures.
(III) source, quantity and distribution of the underlying shares of the incentive plan
1. Stock source of this incentive plan
According to the incentive plan (Draft), 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. Number of shares subject to this incentive plan
According to the incentive plan (Draft), the number of stock options to be granted in this incentive plan is 31.13 million, accounting for about 1.75% of the total share capital of the company at the time of announcement of the incentive plan (Draft). The total number of underlying 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 at the time of announcement of the incentive plan (Draft).
Before the incentive objects exercise their rights, if the company changes its capital reserve into share capital, distributes stock dividends, splits or shrinks shares, allots shares and other matters, the number of stock options granted will be adjusted accordingly according to the provisions of this incentive plan.
3. Allocation of this incentive plan
According to the incentive plan (Draft), the distribution of stock options granted by the incentive plan among incentive objects is shown in the table below:
Account for the share options granted by the incentive name and position account for the announcement date of the stock grant plan
