Legal opinion on the restricted stock incentive plan (Draft)
Legal opinion of Beijing Shidai Jiuhe law firm on Gettopacoustic Co.Ltd(002655) 2022 stock option and restricted stock incentive plan (Draft) to: Gettopacoustic Co.Ltd(002655)
Entrusted by Gettopacoustic Co.Ltd(002655) (hereinafter referred to as "the company" or " Gettopacoustic Co.Ltd(002655) "), Beijing Shidai Jiuhe law firm (hereinafter referred to as "the firm") acts as the special legal adviser of Gettopacoustic Co.Ltd(002655) 2022 stock option and restricted stock incentive plan (hereinafter referred to as "the equity incentive plan" and "the incentive plan"), according to 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 stock listing rules of Shenzhen Stock Exchange, the self regulatory guide No. 1 for listed companies of Shenzhen Stock Exchange - business handling (hereinafter referred to as the "self regulatory guide No. 1") and other laws and regulations Normative documents and relevant provisions of Gettopacoustic Co.Ltd(002655) articles of Association (hereinafter referred to as the "articles of association") issue this legal opinion on relevant matters involved in this equity incentive plan.
For the issuance of this legal opinion, our lawyer hereby makes the following statement:
1. In accordance with the provisions of the securities law, 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), as well as the facts that have occurred or exist before the date of issuance of this legal opinion, the firm and its handling lawyers have strictly performed their statutory duties, followed the principles of diligence and good faith, and conducted full verification and 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.
2. Gettopacoustic Co.Ltd(002655) has guaranteed that it has provided all relevant factual materials necessary for the issuance of this legal opinion to our lawyers, and the relevant written materials and written testimony are true and effective without any major omission and misleading statement, and the copies provided are consistent with the original; Our lawyers have reviewed and judged all documents and testimony provided by Gettopacoustic Co.Ltd(002655) and issued legal opinions accordingly.
3. For the fact that this legal opinion is very important and cannot be supported by independent evidence, our lawyers rely on the supporting documents or testimony issued or provided by Gettopacoustic Co.Ltd(002655) , other relevant units or relevant persons to issue legal opinions.
4. Our lawyers agree to announce this legal opinion as a necessary legal document for this equity incentive plan, and take responsibility for this legal opinion according to law.
5. This legal opinion is only for the purpose of Gettopacoustic Co.Ltd(002655) this equity incentive plan and shall not be used for any other purpose.
In order to issue this legal opinion, our lawyers have reviewed the facts and legal documents related to the following aspects of Gettopacoustic Co.Ltd(002655) this equity incentive plan:
1. Gettopacoustic Co.Ltd(002655) subject qualification and conditions for implementing the incentive plan
2. Legality and compliance of the main contents of the incentive plan
3. Legal procedures involved in this incentive plan
4. Determination of incentive objects of the incentive plan
5. Information disclosure of this incentive plan
6. Gettopacoustic Co.Ltd(002655) there is no financial assistance for the incentive object
7. Impact of the incentive plan on the interests of Gettopacoustic Co.Ltd(002655) and all shareholders
8. Voting avoidance involved in this incentive plan
9. Concluding observations
In accordance with the requirements of the company law, securities law, administrative measures and other relevant laws, regulations and normative documents, and in accordance with the recognized business standards, ethics and diligence spirit of the lawyer industry, our lawyers have verified and verified the documents and relevant facts provided by Gettopacoustic Co.Ltd(002655) and now issue the following legal opinions:
1、 Gettopacoustic Co.Ltd(002655) subject qualification and conditions for implementing the incentive plan
(I) subject qualification of Gettopacoustic Co.Ltd(002655)
Weifang Telecom Co., Ltd. was established on July 14, 2008 after verification. With the approval of China Securities Regulatory Commission (hereinafter referred to as "CSRC") in the document of "zjxk [2012] No. 104", Gettopacoustic Co.Ltd(002655) publicly issued 30 million RMB ordinary shares; With the approval of SZS [2012] No. 32 document, Gettopacoustic Co.Ltd(002655) shares were listed and traded on Shenzhen Stock Exchange (hereinafter referred to as "Shenzhen Stock Exchange") on February 17, 2012 (stock abbreviation: Gettopacoustic Co.Ltd(002655) , stock code: Gettopacoustic Co.Ltd(002655) ). According to the business license (Unified Social Credit Code: 91370700727553239b) currently held by Gettopacoustic Co.Ltd(002655) and after querying the enterprise information publicity system, the company has a registered capital of RMB 360 million, the legal representative is Fu Aishan, and the domicile is No. 68, Fengshan Road, Fangzi District, Weifang City, The business scope is "R & D, production and sales of acoustic components, semiconductor MEMS products, high-precision electronic product molds, electronic product automatic production equipment, electroacoustic components or other derivative products related to mobile phones, automobiles and computers, solutions and services related to the above technologies and products, import and export business (excluding distribution) 。 R & D and manufacturing of audio, electronic cigarette, automobile central control, instrument panel, rearview mirror and other related consumer electronic and acoustic products. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments) ".
After verification, our lawyers believe that Gettopacoustic Co.Ltd(002655) is a joint stock limited company with effective existence and its shares are listed on the Shenzhen Stock Exchange. As of the date of issuance of this legal opinion, there is no situation that needs to be terminated in accordance with the current relevant national laws, regulations, normative documents and the provisions of Gettopacoustic Co.Ltd(002655) articles of Association (hereinafter referred to as the "articles of association"), and it is qualified to implement the incentive plan.
(II) Gettopacoustic Co.Ltd(002655) conditions for implementing incentive plan
According to the audit report (Rong Cheng Shen Zi [2022] No. 518z0190) issued by Rongcheng Certified Public Accountants (special general partnership) on the annual financial statements of Gettopacoustic Co.Ltd(002655) 2021, Gettopacoustic Co.Ltd(002655) written confirmation and verification by our lawyers, Gettopacoustic Co.Ltd(002655) does not exist the following circumstances that do not allow equity incentive as stipulated in Article 7 of the management 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 latest 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, the 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 circumstances, our lawyers believe that as of the date of issuance of this legal opinion, Gettopacoustic Co.Ltd(002655) there is no situation that equity incentive shall not be implemented as stipulated in Article 7 of the administrative measures, and it is qualified to implement this incentive plan.
2、 Legality and compliance of the main contents of the incentive plan
(I) items specified in the incentive plan
On May 19, 2022, the 10th meeting of Gettopacoustic Co.Ltd(002655) the 5th board of directors deliberated and adopted the Gettopacoustic Co.Ltd(002655) 2022 stock option and restricted stock incentive plan (Draft) (hereinafter referred to as "incentive plan (Draft)") and its summary. According to the incentive plan (Draft), the main contents of the incentive plan are as follows:
1. The purpose of this incentive plan;
2. The management organization of the incentive plan;
3. Determination basis and scope of incentive objects;
4. The source of the incentive plan / exercise date, the method of adjustment / exercise of the option / option and the accounting period / exercise date;
5. The source / quantity / distribution / validity period, grant date, sales restriction period, release arrangement and lock up period / grant price and determination method / grant, release conditions / adjustment methods and procedures / repurchase and cancellation / accounting treatment of restricted shares of the incentive plan;
6. The implementation and grant of the incentive plan and the exercise / lifting of restrictions on sales procedures of incentive objects;
7. The respective rights / obligations of the company's incentive objects;
8. How to deal with the incentive plan when the company / incentive object changes.
After verification, our lawyers believe that Gettopacoustic Co.Ltd(002655) has specified the relevant matters of the incentive plan in the incentive plan (Draft) in accordance with Article 9 of the administrative measures.
(II) specific contents of the incentive plan
After verification, the incentive plan complies with the provisions of relevant laws, regulations and normative documents in the following aspects: 1. According to the incentive plan (Draft), 107 incentive objects are granted for the first time, including directors, senior managers, middle-level managers and core technical (business) personnel of the company (including subsidiaries), excluding independent directors Supervisors, shareholders or actual controllers who individually or jointly hold more than 5% of the shares of the company and their spouses, parents and children. Among the incentive objects of the incentive plan, directors must be elected by the general meeting of shareholders and senior managers must be appointed by the board of directors. All incentive objects must have employment, employment or service relationship with the company within the validity of this incentive plan, and sign labor contract or employment contract with the company. The incentive object of the reserved grant part shall be determined within 12 months after the incentive plan is considered and approved by the general meeting of shareholders. The criteria for determining the reserved incentive object shall be determined with reference to the criteria for the first award.
Our lawyers believe that the scope of incentive objects and the basis for determination in the incentive plan (Draft) comply with the relevant provisions of Article 8 of the administrative measures.
2. According to the incentive plan (Draft), the incentive plan includes two parts: stock option incentive plan and restricted stock incentive plan. The source of shares involved is the company's directional issuance of A-share common shares to the incentive object, which is in line with the relevant provisions of Article 12 of the administrative measures.
3. According to the incentive plan (Draft), the validity period of the incentive plan is no more than 60 months from the date of the first authorization of stock options and the date of the first grant of restricted shares to the date of the exercise or cancellation of all stock options granted to the incentive object and the completion of the lifting of restrictions on the sale or repurchase cancellation of restricted shares, which is in line with the relevant provisions of Article 13 of the administrative measures.
4. According to the incentive plan (Draft) and the list of incentive objects first granted by the stock option and restricted stock incentive plan in Gettopacoustic Co.Ltd(002655) 2022 (hereinafter referred to as the "list of incentive objects"), the incentive plan plans to grant a total of 12.65 million rights and interests to incentive objects, accounting for about 3.5139% of the company's total share capital of 360 million shares on the announcement date of the incentive plan (Draft). Among them, 10.94 million rights and interests were granted for the first time, accounting for 864822% of the total rights and interests to be granted in the incentive plan, and 3.0389% of the total capital stock of the company of 360 million shares on the announcement date of the incentive plan (Draft); 1.71 million rights and interests are reserved, accounting for 135178% of the total rights and interests to be granted in the incentive plan and 0.4750% of the total capital stock of the company of 360 million shares on the announcement date of the incentive plan (Draft), as follows:
(1) Stock option incentive plan: the incentive plan plans to grant 4.91 million stock options to the incentive objects, involving RMB ordinary shares, accounting for about 1.3639% of the company's total share capital of 360 million shares on the announcement date of the incentive plan (Draft). Among them, 4.62 million shares were granted for the first time, accounting for 940937% of the total number of stock options to be granted in the incentive plan and 1.2833% of the total capital stock of the company on the announcement date of the incentive plan (Draft); 290000 shares are reserved, accounting for 5.9063% of the total number of stock options to be granted in the incentive plan and 0.0806% of the total capital stock of the company on the announcement date of the incentive plan (Draft). Each stock option granted under this incentive plan has the right to purchase RMB common shares of 1 equity company at the exercise price within the vesting period when the effective conditions and effective arrangements are met.
(2) Restricted stock incentive plan: the incentive plan plans to grant 7.74 million restricted shares to the incentive object, and the subject stock involved is RMB ordinary shares, accounting for about 2.1500% of the total share capital of 360 million shares on the announcement date of the incentive plan (Draft). Among them, 6.32 million shares were granted for the first time, accounting for 816537% of the total number of restricted shares to be granted under the incentive plan, and 1.7556% of the company's total share capital of 360 million shares on the announcement date of the incentive plan (Draft); 1.42 million shares are reserved, accounting for 183463% of the total number of restricted shares to be granted in the incentive plan and 0.3944% of the total share capital of the company on the announcement date of the incentive plan (Draft). As of the announcement date of the incentive plan (Draft), the total number of subject shares involved in all equity incentive plans within the validity period of the company has not exceeded 10% of the total share capital of the company. The cumulative number of shares of the company granted by any incentive object in the incentive plan through all equity incentive plans within the validity period does not exceed 1% of the total share capital of the company. The proportion of reserved rights and interests shall not exceed 20% of the number of rights and interests to be granted in the incentive plan.
Our lawyers believe that the number and proportion of rights and interests to be granted under the incentive plan comply with the relevant provisions of articles 14 and 15 of the management measures.
5. According to the incentive plan (Draft), the stock options granted for the first time shall be exercised in three phases after 12 months from the date of the first grant, and the proportion of exercise in each phase shall be 30%, 30% and 40% respectively; The stock options of the reserved part shall be exercised in three phases after 12 months from the date of grant of the reserved part, and the exercise proportion of each phase shall be 30%, 30% and 40% respectively.
The restricted shares granted for the first time shall be lifted in three phases after 12 months from the date of completion of grant registration, and the proportion of lifting the restrictions in each phase shall be 30%, 30% and 40% respectively; After 12 months from the date of completion of grant registration, the restricted shares of the reserved part shall be lifted in three phases, and each phase shall be released
