Jiangsu Qixing law firm
about
Jiangsu Jiejie Microelectronics Co.Ltd(300623)
2020 restricted stock incentive plan
The first time the restrictions are lifted
Legal opinion
Jiangsu Qixing law firm
JIANGSU QIXING LAW OFFICE
Building B, zhongnancheng, No. 12, Taoyuan Road, Nantong, 2007
Tel: 051385322573 Fax: 051385322573 zip code: 226000
Jiangsu Qixing law firm
About Jiangsu Jiejie Microelectronics Co.Ltd(300623)
2020 restricted stock incentive plan
The first time the restrictions are lifted
Legal opinion
F20220419003 to: Jiangsu Jiejie Microelectronics Co.Ltd(300623)
Jiangsu Qixing law firm (hereinafter referred to as “Qixing” or “the firm”) accepts the entrustment of Jiangsu Jiejie Microelectronics Co.Ltd(300623) (hereinafter referred to as ” Jiangsu Jiejie Microelectronics Co.Ltd(300623) ” or “the company”) to act as the special legal adviser of Jiangsu Jiejie Microelectronics Co.Ltd(300623) 2020 restricted stock incentive plan (hereinafter referred to as “the incentive plan” or “the incentive plan”), and 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”), the measures for the administration of equity incentive of listed companies (hereinafter referred to as the “administrative measures”), the guidelines for the self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – the standardized operation of companies listed on GEM (hereinafter referred to as the “Stock Listing Rules”) This legal opinion is issued on matters related to the lifting of restrictions on sales during the first lifting period of this incentive plan (hereinafter referred to as “this lifting of restrictions”) in accordance with the provisions of relevant laws, regulations, rules and other normative documents such as the guide for business handling of companies listed on GEM No. 5 – equity incentive and the Jiangsu Jiejie Microelectronics Co.Ltd(300623) articles of Association (hereinafter referred to as “the articles of association”).
In order to issue this legal opinion, our lawyer declares as follows:
1. In order to issue this legal opinion, the bourse shall, in accordance with the relevant 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), check the documents that need to be checked according to the provisions and other documents that the bourse deems necessary to consult. Meanwhile, we have obtained the following guarantee from Jiangsu Jiejie Microelectronics Co.Ltd(300623) that Jiangsu Jiejie Microelectronics Co.Ltd(300623) has provided us with authentic and effective original written materials, copies or oral testimony necessary for issuing this legal opinion. The signature or seal on the relevant materials is true and effective, and the relevant copies or copies are consistent with the original materials or originals, without false contents or major omissions.
2. In accordance with the provisions of the company 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 facts that have occurred or exist before the date of issuance of this legal opinion, the exchange strictly performs its statutory duties, follows the principles of diligence and good faith, carries out sufficient verification and verification, and ensures that the facts identified in this legal opinion are true, accurate and complete, The concluding opinions issued are legal and accurate, without false records, misleading statements or major omissions, and shall bear corresponding legal liabilities.
3. The exchange only gives opinions on the legal issues related to Jiangsu Jiejie Microelectronics Co.Ltd(300623) this lifting of sales restrictions, and only gives legal opinions in accordance with the current laws and regulations of China, and does not give legal opinions in accordance with any laws outside China. The exchange will not comment on the rationality of the value of the underlying stock, assessment standards and other issues involved in Jiangsu Jiejie Microelectronics Co.Ltd(300623) lifting the restriction on sales, as well as accounting, finance and other non legal professional matters. When quoting relevant financial data or conclusions in this legal opinion, the exchange has fulfilled the necessary duty of care, but such quoting shall not be deemed as any express or implied guarantee for the authenticity and accuracy of these data and conclusions.
4. For the fact that the issuance of this legal opinion is very important and cannot be supported by independent evidence, the exchange relies on the supporting documents and testimony issued or provided by relevant government departments, companies, other relevant units or relevant persons, as well as the confirmation of the correspondence and interview results of relevant departments or persons by the handling lawyer of the exchange.
5. This legal opinion is only used by Jiangsu Jiejie Microelectronics Co.Ltd(300623) for the purpose of lifting the sales restriction, and shall not be used for any other purpose without the written consent of the exchange. We agree that Jiangsu Jiejie Microelectronics Co.Ltd(300623) will take this legal opinion as one of the documents for the implementation of the lifting of restrictions on sales, publicly disclose it together with other materials, and bear the corresponding legal responsibility for the legal opinion issued, and agree that Jiangsu Jiejie Microelectronics Co.Ltd(300623) will quote the relevant contents of this legal opinion in the relevant documents made by Jiangsu Jiejie Microelectronics Co.Ltd(300623) for the implementation of the lifting of restrictions, but when Jiangsu Jiejie Microelectronics Co.Ltd(300623) makes the above reference, it shall not lead to legal ambiguity or misinterpretation, The company has the right to review and confirm the corresponding contents of the above relevant documents again.
Based on the above, in accordance with the provisions of the company law and other relevant laws, regulations, rules and other normative documents, and in accordance with the business standards, ethics and diligence recognized by the lawyer industry, the exchange issues the following legal opinions:
1、 Implementation of this incentive plan
After verification by our lawyers, as of the date of issuance of this legal opinion, the company has performed the following legal procedures for the implementation of this incentive plan:
1. On September 30, 2020, the company held the second meeting of the Fourth Board of directors, which deliberated and approved the proposals on Jiangsu Jiejie Microelectronics Co.Ltd(300623) 2020 restricted stock incentive plan (Draft) and its abstract, and on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive. The independent directors of the company expressed independent opinions on the relevant proposals of the incentive plan. On the same day, the company held the second meeting of the Fourth Board of supervisors, deliberated and approved proposals such as Jiangsu Jiejie Microelectronics Co.Ltd(300623) 2020 restricted stock incentive plan (Draft) and its summary, and on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive. The board of supervisors of the company verified the relevant matters of the incentive plan and issued relevant verification opinions.
2. From October 1, 2020 to October 14, 2020, the company publicized the names and positions of the incentive objects proposed in the incentive plan within the company. During the publicity period, the board of supervisors of the company did not receive any objection to the list of proposed incentive objects, and there was no feedback record. On October 15, 2020, the board of supervisors of the company disclosed the review opinions and publicity statement of the board of supervisors on the equity incentive objects of the company’s 2020 restricted stock incentive plan.
3. On October 19, 2020, the company held the fifth extraordinary general meeting of shareholders in 2020, deliberated and passed the proposals on Jiangsu Jiejie Microelectronics Co.Ltd(300623) 2020 restricted stock incentive plan (Draft) and its abstract, and on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive. On October 20, 2020, the company posted on cninfo (www.cn. Info. Com. CN.) Disclose the self inspection report on the trading of company shares by insiders and incentive objects of the 2020 restricted stock incentive plan. 4. On December 1, 2020, the company held the fourth meeting of the Fourth Board of directors and the fourth meeting of the Fourth Board of supervisors, deliberated and approved the proposal on adjusting the list of incentive objects and the number of rights and interests granted for the first time in the 2020 restricted stock incentive plan and the proposal on the company granting restricted shares to incentive objects in the 2020 restricted stock incentive plan for the first time. The independent directors of the company expressed independent opinions on the proposal and believed that the granting conditions had been met, the subject qualification of the incentive object was legal and effective, and the determined granting date met the relevant provisions. The board of supervisors verified the list of incentive objects on the grant date, issued verification opinions, and agreed with the list of incentive objects granted by the company in this incentive plan.
5. On December 8, 2020, the company disclosed the announcement of Jiangsu Jiejie Microelectronics Co.Ltd(300623) on the completion of the registration of the grant of restricted shares on cninfo.com, and the company completed the first registration of the grant of class I restricted shares under the 2020 restricted stock incentive plan. The grant price of this restricted stock is 18.18 yuan / share, the grant date is December 1, 2020, and the listing date of this restricted stock is December 11, 2020.
6. On March 19, 2021, the company held the sixth meeting of the Fourth Board of directors, deliberated and approved the proposal on repurchase and cancellation of restricted shares granted to some incentive objects but not yet lifted, and agreed that the company would repurchase and cancel 4000 restricted shares granted to one incentive object but not yet unlocked. The independent directors of the company expressed their independent opinions on this.
7. On April 12, 2021, the company held the 2020 annual general meeting of shareholders, deliberated and approved the proposal on repurchase and cancellation of restricted shares granted to some incentive objects but not lifted, and agreed that the board of directors would repurchase and cancel 4000 shares of restricted shares granted to one incentive object but not lifted. After examination and confirmation by Shenzhen Branch of China Securities Depository and Clearing Co., Ltd., the cancellation of some restricted stock repurchase of the company has been completed on April 20, 2021.
8. On May 10, 2021, the company held the 8th meeting of the 4th board of directors and the 8th meeting of the 4th board of supervisors, deliberated and adopted the proposal on adjusting the number and price of rights and interests granted for the first time under the 2020 restricted stock incentive plan. In accordance with the administrative measures for equity incentive of listed companies (hereinafter referred to as the “administrative measures”), the Jiangsu Jiejie Microelectronics Co.Ltd(300623) 2020 restricted stock incentive plan (hereinafter referred to as the “incentive plan”) and other relevant provisions and the authorization of the company’s fifth extraordinary general meeting in 2020, the board of directors agreed that the company would adjust the number and price of restricted stock rights and interests granted for the first time in the 2020 restricted stock incentive plan accordingly. After this adjustment, the number of restricted shares granted for the first time by the restricted stock incentive plan in 2020 is 3926250 shares, and the grant price is 120133 yuan / share.
9. On July 30, 2021, the company held the 11th meeting of the 4th board of directors and the 11th meeting of the 4th board of supervisors, deliberated and approved the proposal on repurchase and cancellation of restricted shares granted to some incentive objects but not yet lifted, and agreed to repurchase and cancel 23250 restricted shares granted to two incentive objects but not yet unlocked. The independent directors of the company expressed their independent opinions on this.
10. On August 16, 2021, the company held the fourth extraordinary general meeting of shareholders in 2021, deliberated and approved the proposal on repurchase and cancellation of restricted shares granted to some incentive objects but not lifted, and agreed that the board of directors would repurchase and cancel 23250 restricted shares granted to two incentive objects but not lifted. The company has published capital reduction announcements in the securities times, China Securities Journal and cninfo.com, and has not received any request from creditors for guarantee or early repayment of debts within 45 days from the date of the announcement. After examination and confirmation by Shenzhen Branch of China Securities Depository and Clearing Co., Ltd., the cancellation of some restricted stock repurchase of the company has been completed on October 22, 2021.
11. On August 24, 2021, the company held the 13th meeting of the 4th board of directors and the 13th meeting of the 4th board of supervisors, deliberated and adopted the proposal on granting reserved restricted shares to incentive objects, and determined that August 24, 2021 was the reserved grant date, and 237000 class I restricted shares were granted to 22 incentive objects who met the grant conditions at the grant price of 17.15 yuan / share. The independent directors of the company expressed independent opinions on this and believed that the subject qualification of incentive objects was legal and effective, and the determined grant date met relevant regulations. The board of supervisors of the company verified the list of incentive objects reserved for grant this time.
12. On September 14, 2021, the company disclosed Jiangsu Jiejie Microelectronics Co.Ltd(300623) the announcement on the completion of the grant registration of the reserved part of the 2020 restricted stock incentive plan on cninfo.com, and the company completed the grant registration of the reserved part of the 2020 restricted stock incentive plan. The grant price of this restricted stock is 17.15 yuan / share, the grant date is August 24, 2021, and the listing date of this restricted stock is September 16, 2021.
13. On January 10, 2022, the company held the 19th meeting of the 4th board of directors and the 18th meeting of the 4th board of supervisors, deliberated and approved the proposal on repurchase and cancellation of restricted shares granted to some incentive objects but not yet lifted, and agreed to repurchase and cancel 43500 restricted shares granted to one incentive object but not yet unlocked. The independent directors of the company expressed their independent opinions on this.
14. On January 26, 2022, the company held the first extraordinary general meeting of shareholders in 2022, deliberated and approved the proposal on repurchase and cancellation of restricted shares granted to some incentive objects but not lifted, and agreed that the board of directors would repurchase and cancel 43500 restricted shares granted to one incentive object but not lifted. The company has published capital reduction announcements in the securities times, China Securities Journal and cninfo.com, and has not received any request from creditors for guarantee or early repayment of debts within 45 days from the date of the announcement. The company will handle the repurchase and cancellation of the above restricted shares in the near future.
15. On February 10, 2022, the company held the 20th meeting of the 4th board of directors and the 19th meeting of the 4th board of supervisors, and deliberated and adopted the agreement on repurchase and cancellation of some equity incentive objects
