Beijing Deheng (Shenzhen) law firm
About some incentive shares of Sunshine Global Circuits Co.Ltd(300739) 2020 restricted stock incentive plan
Legal opinions on matters related to repurchase cancellation
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Beijing Deheng (Shenzhen) law firm
About Sunshine Global Circuits Co.Ltd(300739)
Restricted stock incentive plan in 2020
Matters related to repurchase and cancellation of incentive shares
Legal opinion
Deheng 06f20200012- 00007 to: Sunshine Global Circuits Co.Ltd(300739)
Beijing Deheng (Shenzhen) law firm (hereinafter referred to as "the firm" or "Deheng") accepts the entrustment of Sunshine Global Circuits Co.Ltd(300739) (hereinafter referred to as "the company" or " Sunshine Global Circuits Co.Ltd(300739) ") as the special legal adviser for the company's 2020 restricted stock incentive plan project (hereinafter referred to as "the incentive plan"). Now, the lawyers of the firm, in accordance with the company law of the people's Republic of China (hereinafter referred to as the "company law"), have 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") issued by the China Securities Regulatory Commission (hereinafter referred to as the "CSRC") and other laws, regulations, rules and normative documents, In combination with the Sunshine Global Circuits Co.Ltd(300739) 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 incentive shares in the company's incentive plan.
In order to issue this legal opinion, our lawyers reviewed the company's documents related to the issuance of this legal opinion, and verified and verified the relevant facts.
In order to issue this legal opinion, our lawyer hereby makes the following statement:
1. This legal opinion is based on the relevant facts, laws, regulations, rules and normative documents that have occurred or existed before the date of issuance of this legal opinion, and based on the lawyer's understanding of the relevant facts and the understanding of the relevant laws, regulations, rules and normative documents. For the fact that it is important to issue this legal opinion and cannot be supported by independent evidence, our lawyers rely on the supporting documents or oral and written statements issued by relevant government departments, companies, units or individuals.
2. Our lawyers have strictly performed their statutory duties, followed the principles of diligence and good faith, and fully verified the legality and compliance of the company's implementation of this incentive plan, so as to ensure that there are no false records, misleading statements and major omissions in this legal opinion.
3. During the investigation for issuing this legal opinion, the company promises to the exchange that it has provided the lawyers of the exchange with the necessary documents and materials for issuing this legal opinion and made oral or written statements on relevant matters; Its documents and oral or written statements are true, accurate, complete and effective without any concealment, false records, misleading statements or major omissions; The copy materials or copies provided by them are consistent and consistent with their original materials or originals; The signatures and seals on the documents and materials provided by him are true, and he has fulfilled the legal procedures necessary for signing such documents and materials and obtained legal authorization.
4. This legal opinion is only used by the company for the purpose of expressing opinions on the list of incentive objects granted for the first time, the adjustment of grant quantity and grant price and the legal issues related to the first grant involved in this incentive plan. The company shall not use it for any other purpose without the written consent of our lawyers.
5. Our lawyers agree to take this legal opinion as a necessary legal document for the company's incentive plan, publicly disclose it together with other materials, bear corresponding legal liabilities for the legal opinion issued, and agree that the company will quote the relevant contents of this legal opinion in the relevant documents prepared for the implementation of this incentive plan, but when the company makes the above quotation, 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 statement, our lawyers, in accordance with the requirements of laws, regulations, rules and normative documents, and in accordance with the recognized business standards, ethics and the spirit of diligence in the Chinese lawyer industry, issue the following legal opinions. 1、 With regard to the approval and authorization of matters related to the repurchase and cancellation of some incentive shares in the company's incentive plan, after verification by the lawyers of the firm, as of the date of issuance of this legal opinion, the approval and decision-making procedures of the company on the approval and authorization of this incentive plan related to the repurchase and cancellation of some incentive shares in the company's incentive plan are as follows:
1. The remuneration and assessment committee of the board of directors of the company has formulated the Sunshine Global Circuits Co.Ltd(300739) 2020 restricted stock incentive plan (Draft) (hereinafter referred to as "incentive plan (Draft)") and its abstract, and the measures for the administration of the implementation and assessment of Sunshine Global Circuits Co.Ltd(300739) 2020 restricted stock incentive plan (hereinafter referred to as "assessment management measures"), And submit it to the 10th (Interim) meeting of the second board of directors held on January 10, 2020 for deliberation.
2. On January 10, 2020, the 10th (Interim) meeting of the second board of directors of the company deliberated and adopted the incentive plan (Draft) and its summary, assessment management measures and other proposals related to the incentive plan. 3. On January 10, 2020, the ninth (Interim) meeting of the second board of supervisors of the company deliberated and adopted the incentive plan (Draft) and its summary Proposals related to this incentive plan, such as assessment management measures, list of incentive objects of Sunshine Global Circuits Co.Ltd(300739) 2020 restricted stock incentive plan (hereinafter referred to as "list of incentive objects"), and verified the incentive objects of this incentive plan. It is considered that the subject qualification of the incentive objects is legal and effective.
4. On April 9, 2020, the 12th (Interim) meeting of the second board of directors of the company deliberated and adopted the Sunshine Global Circuits Co.Ltd(300739) 2020 restricted stock incentive plan (Revised Draft) (hereinafter referred to as "incentive plan (Revised Draft)") and its summary The Sunshine Global Circuits Co.Ltd(300739) 2020 restricted stock incentive plan implementation assessment management measures (Revised) (hereinafter referred to as "assessment management measures (Revised)") and other proposals related to this incentive plan.
5. On April 9, 2020, the 10th (Interim) meeting of the second board of supervisors of the company reviewed and approved the incentive plan (Revised Draft) and its abstract, the assessment management measures (Revised Draft), the list of incentive objects of the Sunshine Global Circuits Co.Ltd(300739) 2020 restricted stock incentive plan (revised draft), and verified the incentive objects of the incentive plan, It is considered that the subject qualification of incentive objects is legal and effective;
6. On April 29, 2020, the company held the second extraordinary general meeting of shareholders in 2020, deliberated and approved the proposal on the company's 2020 restricted stock incentive plan (Revised Draft) and its summary, the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to the company's 2020 restricted stock incentive plan, and other relevant proposals.
7. On June 2, 2020, the company held the 15th (Interim) meeting of the second board of directors. According to the authorization made by the second extraordinary general meeting of shareholders in 2020, the proposal on adjusting the incentive plan for 2020 restricted shares and the proposal on granting restricted shares to incentive objects for the first time were deliberated and adopted, Agree to adjust the relevant matters of the incentive plan and grant restricted shares to the incentive object for the first time.
8. On June 2, 2020, the company held the 13th (Interim) meeting of the second board of supervisors, deliberated and adopted the proposal on adjusting the relevant matters of the 2020 restricted stock incentive plan and the proposal on granting restricted shares to incentive objects for the first time, It also issued the verification opinions of the Sunshine Global Circuits Co.Ltd(300739) board of supervisors on the list of incentive objects first granted under the 2020 restricted stock incentive plan (after adjustment), agreed to adjust the relevant matters of the incentive plan, and granted restricted shares to incentive objects for the first time.
9. On June 2, 2020, the independent directors of the company expressed independent opinions on matters related to the adjustment of the 2020 restricted stock incentive plan.
10. On December 25, 2020, the 24th (Interim) meeting of the second board of directors of the company considered and adopted the proposal on repurchase and cancellation of some restricted shares.
11. On December 25, 2020, the 20th (Interim) meeting of the second board of supervisors of the company deliberated and adopted the proposal on repurchase and cancellation of some restricted shares.
12. On December 25, 2020, the independent directors of the company expressed independent opinions on matters related to the repurchase and cancellation of some incentive shares in the incentive plan.
13. On January 11, 2021, the first extraordinary general meeting of the company in 2021 deliberated and approved the proposal on repurchase and cancellation of some restricted shares, and agreed to repurchase and cancel 92900 restricted shares held by 6 original incentive objects that have been granted but not lifted.
14. On April 13, 2021, the company disclosed the announcement on the completion of repurchase and cancellation of some restricted shares. The company has completed the repurchase and cancellation procedures of the restricted shares of the above six resignation incentive objects in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd.
15. On June 7, 2021, the 31st (Interim) meeting of the second board of directors and the 25th (Interim) meeting of the second board of supervisors of the company considered and adopted the proposal on the achievement of the first release of restrictions in the first release period granted by the restricted stock incentive plan in 2020. The independent directors of the company expressed their independent opinions.
16. On June 10, 2021, the company disclosed the suggestive announcement on the listing and circulation of the first sale shares granted by the restricted stock incentive plan in 2020. The number of restricted shares lifted this time is 808000, and the listing and circulation date is June 15, 2021.
17. On August 9, 2021, the 33rd (Interim) meeting of the second board of directors of the company deliberated and adopted the proposal on repurchase and cancellation of some restricted shares.
18. On August 9, 2021, the 26th (Interim) meeting of the second board of supervisors of the company deliberated and adopted the proposal on repurchase and cancellation of some restricted shares.
19. On August 9, 2021, the independent directors of the company expressed independent opinions on matters related to the repurchase and cancellation of some incentive shares in the incentive plan.
20. On August 30, 2021, the third extraordinary general meeting of shareholders of the company in 2021 deliberated and approved the proposal on repurchase and cancellation of some restricted shares, and agreed to repurchase and cancel 28920 restricted shares held by four original incentive objects that have been granted but have not been lifted.
21. On December 16, 2021, the company disclosed the announcement on the completion of repurchase and cancellation of some restricted shares. The company has completed the repurchase and cancellation procedures of the restricted shares of the above four resignation incentive objects in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd.
22. On January 12, 2022, the 39th (Interim) meeting of the second board of directors of the company considered and adopted the proposal on repurchase and cancellation of some restricted shares.
23. On January 12, 2022, the 31st (Interim) meeting of the second board of supervisors of the company deliberated and adopted the proposal on repurchase and cancellation of some restricted shares.
24. On January 12, 2022, the independent directors of the company expressed independent opinions on matters related to the repurchase and cancellation of some incentive shares in the incentive plan.
In conclusion, our lawyers believe that the repurchase and cancellation of some incentive shares in the company's incentive plan has obtained the necessary approval and authorization at this stage, which is in line with the provisions of the company law, the securities law, the administrative measures and other relevant laws, regulations, rules and normative documents, the articles of association and the incentive plan (Revised Draft).
2、 Reasons and contents for repurchase and cancellation of some incentive shares in the company's incentive plan
(I) reasons and quantity of repurchase and cancellation of some incentive shares in this incentive plan
8 incentive objects leave for personal reasons. According to the provisions of the incentive plan (Revised Draft), if the incentive object leaves for reasons such as resignation, termination of labor relationship, termination of labor relationship and termination of employment relationship, the restricted shares that have met the conditions for lifting the restrictions on sales can be lifted from the date of resignation; The restricted shares that have not met the conditions for lifting the restrictions and have not been lifted shall not be lifted, and shall be repurchased and cancelled by the company, and the repurchase price shall be the grant price. Therefore, it is proposed to cancel a total of 91800.00 restricted shares granted but not lifted.
(II) repurchase price of restricted shares
According to the provisions of the incentive plan (Revised Draft), if the incentive object resigns due to resignation, termination of labor relations, termination of labor relations, termination of employment relations and other reasons, the restricted shares that have met the conditions for lifting the restrictions on sales can be lifted from the date of resignation; The restricted shares that have not met the conditions for lifting the restrictions and have not been lifted shall not be lifted, and shall be repurchased and cancelled by the company, and the repurchase price shall be the grant price. In view of this, the company intends to repurchase and cancel all the restricted shares that have been granted but not yet lifted held by these incentive objects at the grant price.
Since the company's profit distribution plan for 2020 has been implemented, according to the incentive plan
