Jiangsu Qixing law firm
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Jiangsu Jiejie Microelectronics Co.Ltd(300623) repurchase and cancellation of some restricted shares under the 2020 restricted stock incentive plan
Legal opinion
Jiangsu Qixing law firm
JIANGSU QIXING LAW OFFICE
Building B, zhongnancheng, No. 12, Taoyuan Road, Nantong, 2007
Tel: 0513-85322573 Fax: 0513-85322573 zip code: 226000
Jiangsu Qixing law firm
About Jiangsu Jiejie Microelectronics Co.Ltd(300623)
Restricted stock incentive plan for 2020
Repurchase and cancellation of some restricted shares
Legal opinion
F20220111-001 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"), 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 measures for the administration of equity incentive of listed companies (hereinafter referred to as the "administrative measures") The provisions of relevant laws, regulations, rules and other normative documents such as the Shenzhen Stock Exchange gem stock listing rules (revised in 2020) (hereinafter referred to as the "Stock Listing Rules"), the guide for business handling of GEM listed companies No. 5 - equity incentive, and the Jiangsu Jiejie Microelectronics Co.Ltd(300623) articles of Association (hereinafter referred to as the "articles of association"), This legal opinion is issued on matters related to the repurchase and cancellation of some restricted shares involved in this incentive plan (hereinafter referred to as "this repurchase and cancellation").
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 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 regulations and other documents that the bourse deems necessary to consult. Meanwhile, we have obtained the following guarantee from Jiangsu Jiejie Microelectronics Co.Ltd(300623) : 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 signatures or seals on relevant materials are 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, good faith and full 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.
3. The exchange only gives opinions on the legal issues related to Jiangsu Jiejie Microelectronics Co.Ltd(300623) this incentive plan, 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 subject stock value, assessment standards and other issues involved in Jiangsu Jiejie Microelectronics Co.Ltd(300623) this incentive plan, as well as accounting, finance and other non legal professional matters. When quoting relevant financial data or conclusions in this legal opinion, we have performed 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 correspondence and interview results of relevant departments or persons by the handling lawyers of the exchange.
5. This legal opinion is only Jiangsu Jiejie Microelectronics Co.Ltd(300623) used for the purpose of this incentive plan, 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 publicly disclose this legal opinion as one of the documents for the implementation of this incentive plan together with other materials, and bear corresponding legal liabilities for the legal opinion issued. We also agree that Jiangsu Jiejie Microelectronics Co.Ltd(300623) will quote the relevant contents of this legal opinion in the relevant documents prepared by Jiangsu Jiejie Microelectronics Co.Ltd(300623) for the implementation of this incentive plan, but when Jiangsu Jiejie Microelectronics Co.Ltd(300623) makes the above reference, There shall be no legal ambiguity or misinterpretation caused by reference. The owner shall 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、 Formulation and 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, Jiangsu Jiejie Microelectronics Co.Ltd(300623) held the second meeting of the Fourth Board of directors, deliberated and adopted the incentive plan and its abstract, and the measures for the administration of the implementation and assessment of the 2020 restricted stock incentive plan.
2. On September 30, 2020, Jiangsu Jiejie Microelectronics Co.Ltd(300623) independent directors Chen Lianghua, yuan Xiuguo and Liu Zhigeng expressed independent opinions on the company's incentive plan and agreed to implement the incentive plan.
3. On September 30, 2020, Jiangsu Jiejie Microelectronics Co.Ltd(300623) held the second meeting of the Fourth Board of supervisors, deliberated and adopted the incentive plan and its abstract, the measures for the administration of the implementation and assessment of the restricted stock incentive plan in 2020, and the verification of the list of incentive objects of the restricted stock incentive plan in 2020.
4. On October 19, 2020, Jiangsu Jiejie Microelectronics Co.Ltd(300623) held the fifth extraordinary general meeting of shareholders in 2020, deliberated and adopted the incentive plan and its abstract, and the measures for the administration of the implementation and assessment of the incentive plan for restricted stocks in 2020.
5. On December 1, 2020, Jiangsu Jiejie Microelectronics Co.Ltd(300623) held the fourth meeting of the Fourth Board of directors, deliberated and adopted the proposal on adjusting the list of incentive objects and the number of rights and interests granted for the first time under the 2020 restricted stock incentive plan, and the proposal on the company granting restricted shares to incentive objects under the 2020 restricted stock incentive plan for the first time, Two incentive objects gave up the subscription of all restricted shares to be granted to them by the company for personal reasons, and 176 incentive objects gave up the subscription of some restricted shares to be granted to them by the company for personal reasons. They agreed to adjust the list of incentive objects and the number of restricted shares in this incentive plan, and the incentive objects were adjusted from 215 to 213, The total amount of restricted shares granted for the first time is adjusted to 2621500 shares, and the reserved granted number will not be adjusted; It is agreed that the grant date of this incentive plan is December 1, 2020, and it is agreed to grant 2.6215 million restricted shares to 213 incentive objects.
6. On December 1, 2020, Jiangsu Jiejie Microelectronics Co.Ltd(300623) independent directors Chen Lianghua, yuan Xiuguo and Liu Zhigeng expressed independent opinions on the adjustment and grant of the company's incentive plan.
7. On December 1, 2020, Jiangsu Jiejie Microelectronics Co.Ltd(300623) held the fourth meeting of the Fourth Board of supervisors, deliberated and adopted the proposal on adjusting the list of incentive objects and the number of rights and interests granted for the first time under the 2020 restricted stock incentive plan, and the proposal on the company granting restricted shares to incentive objects under the 2020 restricted stock incentive plan for the first time, Agree to the adjustment and grant of this incentive plan.
8. On December 8, 2020, Jiangsu Jiejie Microelectronics Co.Ltd(300623) issued the announcement on the completion of the grant registration of restricted shares on cninfo.com. The company granted 2621500 shares of restricted shares to 213 incentive objects, with the grant price of RMB 18.18/share, the grant date is December 1, 2020 and the listing date is December 11, 2020.
9. On March 19, 2021, the company held the 6th meeting of the 4th 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.
10. 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 restricted shares granted to one incentive object but not lifted. After examination and confirmation by Shenzhen Branch of China Securities Depository and Clearing Corporation Limited, the cancellation of some restricted stock repurchase of the company has been completed on April 20, 2021.
11. 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, 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 12.0133 yuan / share.
12. On July 30, 2021, the company held the 11th meeting of the 4th 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 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.
13. 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. After examination and confirmation by Shenzhen Branch of China Securities Depository and Clearing Corporation Limited, the company completed the cancellation of some restricted stock repurchase on October 22, 2021.
14. 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 August 24, 2021 as the date of granting reserved shares, At the grant price of 17.15 yuan / share, 237000 class I restricted shares were granted to 22 incentive objects who met the grant conditions. The independent directors of the company expressed their 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.
15. On September 14, 2021, the company disclosed the announcement of Jiangsu Jiejie Microelectronics Co.Ltd(300623) 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.
In conclusion, our lawyers believe that as of the date of issuance of this legal opinion, the company has obtained the necessary approval and authorization for the adjustment, grant and repurchase cancellation of this incentive plan at this stage, which is in line with the provisions of the management measures and other relevant laws, regulations and normative documents.
2、 Cancellation of this repurchase
(I) approval and authorization of this repurchase cancellation
On January 10, 2022, Jiangsu Jiejie Microelectronics Co.Ltd(300623) held the 19th meeting of the Fourth Board of directors, deliberated and adopted the proposal on repurchase and cancellation of restricted shares granted to some incentive objects but not lifted. Because one incentive object in this incentive plan has resigned, it no longer has the qualification of incentive objects, Agree to repurchase and cancel all the restricted shares granted but not yet lifted. The number of shares repurchased and cancelled is 43500 shares, and the repurchase price is 12.0133 yuan / share.
On January 10, 2022, Jiangsu Jiejie Microelectronics Co.Ltd(300623) independent directors Chen Lianghua, yuan Xiuguo and Liu Zhigeng expressed independent opinions on the cancellation of this repurchase.
On January 10, 2022, Jiangsu Jiejie Microelectronics Co.Ltd(300623) held the 18th meeting of the Fourth Board of supervisors, deliberated and approved the proposal on repurchase and cancellation of restricted shares granted to some incentive objects but not lifted, and agreed to the repurchase and cancellation.
After verification, our lawyers believe that the repurchase cancellation has obtained the necessary approval and authorization at this stage, which is in line with the provisions of the incentive plan.
(II) reasons for cancellation of this repurchase
According to the provisions of "II. Handling of changes in the personal situation of the incentive object" in Chapter VIII "handling of changes in the company / incentive object" of the incentive plan, "the incentive object's resignation includes voluntary resignation, resignation due to layoffs of the company, no renewal of the contract at the expiration of the contract, dismissal by the company due to personal fault, etc., and the incentive object has been granted but has not been removed since the date of resignation
