About Fujian Nebula Electronics.Ltd(300648)
Matters related to the first grant of restricted stock incentive plan in 2021
Legal opinion
Fujian Zhili law firm
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Fujian Zhili law firm
About Fujian Nebula Electronics.Ltd(300648)
Legal opinions on matters related to the first grant of restricted stock incentive plan in 2021, mlfv Zi [2022] No. 2021130-02 to: Fujian Nebula Electronics.Ltd(300648)
According to the special legal business entrustment agreement signed between Fujian Nebula Electronics.Ltd(300648) (hereinafter referred to as the company or Fujian Nebula Electronics.Ltd(300648) ) and Fujian Zhili law firm (hereinafter referred to as the firm), the firm accepts the entrustment of Fujian Nebula Electronics.Ltd(300648) and appoints lawyers Cai Zhongshan and Chen Lusheng (hereinafter referred to as the firm's lawyer) as special legal advisers, Issue legal opinions for the first grant of Fujian Nebula Electronics.Ltd(300648) 2021 restricted stock incentive plan (hereinafter referred to as this incentive plan or this 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 (Order No. 148 of the CSRC, hereinafter referred to as the measures) issued by the China Securities Regulatory Commission (hereinafter referred to as the CSRC) The regulations of Shenzhen Stock Exchange GEM Listing Rules (revised in December 2020) (hereinafter referred to as the Listing Rules), Shenzhen Stock Exchange GEM listed companies self regulatory guidelines No. 1 - business handling (hereinafter referred to as self regulatory guidelines No. 1) and other relevant laws, regulations, rules and normative documents, We hereby issue this legal opinion in accordance with the business standards, ethics and diligence recognized by the lawyer industry.
For this legal opinion, we hereby make the following statement:
1. The firm and its handling lawyers have strictly performed their statutory duties in accordance with the provisions of China's current effective laws, regulations, rules and normative documents, such as the securities law, the measures for the administration of securities legal business of law firms, 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 issuance date of this legal opinion, Following the principles of diligence and good faith, we have conducted sufficient verification to 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 responsibilities.
2. Our lawyers agree to report or publicly disclose this legal opinion as a necessary legal document for Fujian Nebula Electronics.Ltd(300648) this incentive plan together with other materials, and are willing to bear corresponding legal liabilities according to law.
3. Our lawyers only express their opinions on the legal matters related to the company's incentive plan, but do not express their opinions on the rationality of the company's stock value, assessment standards, accounting, audit, capital verification, profit forecast, asset evaluation and other non legal professional matters involved in the company's incentive plan. When our lawyers refer to the data or conclusions in the accounting statements, audit reports, capital verification reports, profit forecast reports and asset evaluation reports related to such non legal matters in this legal opinion, it does not mean that our lawyers make any express or implied guarantee for the authenticity and accuracy of these data or conclusions. As for the contents involved in these documents, our lawyers do not have the appropriate qualification to verify and evaluate according to law.
4. For the purpose of issuing this legal opinion, our lawyers have obtained the following guarantee from Fujian Nebula Electronics.Ltd(300648) : all documents, materials, information and statements, commitments, confirmations and explanations provided by them are true, accurate, complete and timely, and the copies or copies of all documents and materials are consistent with their original materials or originals; The signatures and seals of all documents are true. The signatories of such documents are legally authorized and effectively sign such documents without any false records, misleading statements or major omissions.
5. For the fact that it is very important to issue this legal opinion and cannot be supported by independent evidence, our lawyers rely on the supporting documents issued by relevant government departments, Fujian Nebula Electronics.Ltd(300648) or other relevant institutions and the statements and commitments of relevant parties to the incentive plan on relevant factual and legal issues.
6. Our lawyers agree that Fujian Nebula Electronics.Ltd(300648) shall quote the relevant contents of this legal opinion in the relevant documents prepared for the implementation of this incentive plan, but Fujian Nebula Electronics.Ltd(300648) shall not cause legal ambiguity or misinterpretation due to the quotation.
7. This legal opinion is only Fujian Nebula Electronics.Ltd(300648) used for the purpose of this incentive plan and shall not be used for any other purpose.
interpretation
In this legal opinion, unless the context otherwise requires, the following terms have the following specific meanings:
Abbreviations refer to specific meanings
Company, Fujian Nebula Electronics.Ltd(300648) refers to Fujian Nebula Electronics.Ltd(300648)
This incentive plan and this incentive plan refer to Fujian Nebula Electronics.Ltd(300648) 2021 restricted stock incentive plan
Incentive plan
The draft incentive plan refers to the Fujian Nebula Electronics.Ltd(300648) 2021 restricted stock incentive plan
Abbreviations refer to specific meanings
(Draft)
According to the provisions of this incentive plan, the incentive objects of the company and its holding subsidiaries that obtain restricted shares refer to the directors, senior managers, middle managers and core technical (business) backbone employees of the company
The grant date refers to the date on which the company grants restricted shares to the incentive object. The grant date must be a trading day, which shall be determined by the board of directors of the company in accordance with relevant regulations
Restricted stock and the second category refer to the company's shares obtained and registered by the incentive objects who meet the grant conditions of the incentive plan after meeting the corresponding attribution conditions
Grant price refers to the price of each restricted stock granted by the company to the incentive object
Attribution refers to the behavior that the company registers the shares in the account of the restricted stock incentive object after the incentive object meets the benefit conditions
Vesting conditions refer to the benefit conditions established by the incentive plan and the incentive object is to obtain the incentive shares
Vesting date refers to the date on which the authorized shares are registered after the restricted stock incentive object meets the benefit conditions. It must be the trading day
The term of validity refers to the period from the date of the first grant of restricted shares to the date when all the restricted shares granted to the incentive object are vested or invalid, with a maximum of 48 months
Articles of association means the Fujian Nebula Electronics.Ltd(300648) articles of association
Company law means the company law of the people's Republic of China
Securities Law means the securities law of the people's Republic of China
The Administrative Measures refer to the administrative measures for equity incentive of listed companies (Order No. 148 of China Securities Regulatory Commission)
Listing Rules refer to Shenzhen Stock Exchange GEM Listing Rules (revised in December 2020)
The self regulatory guide No. 1 refers to the self regulatory guide for companies listed on the gem of Shenzhen Stock Exchange No. 1 - business handling
Yuan and 10000 yuan refer to the legal tender of the people's Republic of China, RMB yuan and 10000 yuan
China, within China, means the people's Republic of China (for the purpose of this legal opinion, excluding the Hong Kong Special Administrative Region, the Macao Special Administrative Region and Taiwan Province)
CSRC refers to the China Securities Regulatory Commission
Shenzhen stock exchange refers to Shenzhen Stock Exchange
Fujian Zhili law firm
[Note: in this legal opinion, if there is a difference in the mantissa between the sum of the total and each addend, it is due to "rounding" during calculation.
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1、 Approval and authorization of the grant of the incentive plan
After verification by our lawyers, as of the date of issuance of this legal opinion, the company has performed the following main procedures for the implementation of this incentive plan:
1. On December 27, 2021, the company held the 16th meeting of the third board of directors, The proposal on the company's restricted stock incentive plan in 2021 (Draft) and its summary, the proposal on the measures for the implementation and assessment of the company's restricted stock incentive plan in 2021, and the proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive were reviewed and adopted. Mr. Liu Zuobin, the director as the incentive object, has avoided voting according to law; In addition, as the chairman of the company, Mr. Li Youcai, is the concerted actor of the incentive object of the incentive plan, Mr. Liu Zuobin, the chairman of the company, Mr. Li Youcai, has also avoided voting when considering and voting on the proposals related to the incentive plan at the 16th meeting of the third board of directors of the company. The independent directors of the company have expressed their independent opinions on the incentive plan, and believe that the incentive plan is conducive to further improve the corporate governance structure, establish and improve the incentive and restraint mechanism of the company, enhance the sense of responsibility and mission of the company's management team and business backbone for realizing the sustainable and healthy development of the company, and is conducive to the sustainable development of the company, It will not damage the interests of the company and all shareholders.
2. On December 27, 2021, the company held the 10th meeting of the third board of supervisors, The proposal on the company's restricted stock incentive plan in 2021 (Draft) and its summary, the proposal on the measures for the implementation and assessment of the company's restricted stock incentive plan in 2021 and the proposal on verifying the list of incentive objects granted by the company's restricted stock incentive plan for the first time in 2021 were reviewed and adopted. The board of supervisors of the company believes that this incentive plan is conducive to the sustainable development of the company, and there is no obvious damage to the interests of the company and all shareholders. 3. On January 14, 2022, the company held the first extraordinary general meeting of shareholders in 2022. When the related shareholders avoided voting according to law, The proposal on the company's restricted stock incentive plan in 2021 (Draft) and its summary, the proposal on the measures for the implementation and assessment of the company's restricted stock incentive plan in 2021, and the proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive were reviewed and adopted. 4. According to the authorization of the general meeting of shareholders to the board of directors in the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive approved by the first extraordinary general meeting of the company in 2022, the proposal on granting restricted shares to incentive objects for the first time was deliberated and adopted at the 17th meeting of the third board of directors on January 14, 2022. Mr. Liu Zuobin, the director of the incentive object, has avoided voting according to law, and Mr. Li Youcai, the chairman of the board, as the person acting in concert with Mr. Liu Zuobin, the incentive object, has also avoided voting; The independent directors of the company have expressed their agreed independent opinions on the above related matters. According to the resolution of the 17th meeting of the third board of directors of the company, the board of directors of the company considers that the first grant conditions specified in the incentive plan have been met. The board of directors of the company determines January 14, 2022 as the first grant date, and grants 4047470 class II restricted shares to 350 eligible incentive objects at the grant price of 55.24 yuan / share.
5. On January 14, 2022, the company held the 11th meeting of the third board of supervisors, deliberated and adopted the proposal on granting restricted shares to incentive objects for the first time. The board of supervisors of the company reviewed the grant arrangement of the incentive plan and issued verification opinions.
Our lawyers believe that as of the issuance date of this legal opinion, the matters related to the first granting of restricted shares in the company's incentive plan have obtained the necessary approval and authorization, which are in line with the provisions of the company law, the securities law, the administrative measures and other relevant laws, regulations, normative documents and the draft incentive plan.
2、 Matters related to the grant of this incentive plan
（1） First grant date of restricted shares
1. According to the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive reviewed and approved by the first extraordinary general meeting of shareholders in 2022, the general meeting of shareholders of the company has authorized the board of directors to determine the grant date of this incentive plan. On January 14, 2022, the 17th meeting of the third board of directors of the company deliberated and approved the proposal on the first grant of restricted shares to incentive objects, and determined that the first grant date of restricted shares in this incentive plan is January 14, 2022.
2. According to the confirmation of the company and the verification of our lawyers, the first grant date determined by the board of directors of the company is
