Beijing Dacheng Law Firm
About Wuhan precision measurement Electronics Group Co., Ltd
2022 restricted stock incentive plan (Draft)
Legal opinion
Beijing Dacheng Law Firm
www.dentons. cn.
16-21 / F, block B, Zhaotai International Center, No. 10, Chaoyangmen South Street, Chaoyang District, Beijing (100020)
16-21F, Tower B, ZT International Center, No.10, Chaoyangmen Nandajie
Chaoyang District,100020, Beijing, China
Tel: +86 1058137799 Fax: +86 1058137788
May, 2002
Beijing Dacheng Law Firm
About Wuhan Jingce Electronic Group Co.Ltd(300567)
Legal opinion on 2022 restricted stock incentive plan (Draft)
To: Wuhan Jingce Electronic Group Co.Ltd(300567)
Beijing Dacheng Law Firm (hereinafter referred to as “the firm”) is entrusted by Wuhan Jingce Electronic Group Co.Ltd(300567) (hereinafter referred to as “the company” or ” Wuhan Jingce Electronic Group Co.Ltd(300567) “) to act as the special legal adviser of the company’s restricted stock incentive plan in 2022 (hereinafter referred to as “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 incentives of listed companies (hereinafter referred to as the “administrative measures”) issued by the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”) Shenzhen Stock Exchange (hereinafter referred to as the “Shenzhen Stock Exchange”) issued the Shenzhen Stock Exchange GEM Listing Rules (revised in 2020) (hereinafter referred to as the “Listing Rules”), Shenzhen Stock Exchange GEM listed companies self regulatory guide No. 1 – business handling (hereinafter referred to as the “business handling Guide”) and other relevant laws and regulations This legal opinion is issued in accordance with the regulations, normative documents and Wuhan Jingce Electronic Group Co.Ltd(300567) articles of Association (hereinafter referred to as the “articles of association”) on the relevant matters involved in this incentive plan. For the issuance of this legal opinion, our lawyer hereby makes the following statement:
1. Our lawyers express legal opinions in accordance with the provisions of Chinese laws, regulations, rules, normative documents and relevant documents of China Securities Regulatory Commission and Shenzhen Stock Exchange, as well as the facts that have occurred or exist before the issuance date of this legal opinion.
2. Our lawyers have strictly performed their statutory duties, followed the principles of diligence and good faith, examined the originals, copies or copies of documents and materials provided by the company related to the issuance of this legal opinion, listened to the statements and explanations of relevant parties on relevant facts, and conducted necessary verification and verification on Relevant Issues to ensure that there are no false records, misleading statements or major omissions in this legal opinion, And bear corresponding legal responsibilities.
3. The legal opinion issued by our lawyer is based on the following guarantee made by the company: the information and documents (including but not limited to the original written materials, duplicate materials and oral information) provided to our lawyer are true, accurate, complete and effective, the copies or copies of such materials are consistent with their original materials or originals, and the signatures and seals of all documents are true and effective without false records Misleading statements or material omissions.
4. Our lawyers only express legal opinions on legal issues related to this incentive plan, and do not express opinions on the rationality of the underlying stock value, assessment standards and other issues involved in this incentive plan, as well as professional matters such as accounting, auditing and finance. In this legal opinion, our lawyers’ references to statements and data related to such professional matters or professional reports such as accounting reports and audit reports do not mean that our lawyers make any express or implied guarantee for the authenticity and effectiveness of these references and / or bear joint and several liabilities.
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 certificates issued by the company, relevant government departments and other relevant institutions, organizations or individuals to issue this legal opinion. Our lawyers have fulfilled the general duty of care of ordinary people with respect to the evidence and materials obtained from independent third-party institutions such as state organs, organizations with the function of managing public affairs, accounting firms, asset evaluation institutions, credit rating agencies and notary institutions.
6. The exchange agrees to take this legal opinion as a necessary legal document for the company to implement the incentive plan, report or announce it together with other materials, and bear corresponding legal liabilities for the legal opinions issued in accordance with the law. 7. This legal opinion is only for the purpose of the company’s implementation of this incentive plan. No one may use it for any other purpose without the written consent of the exchange. Based on the above, in accordance with the requirements of relevant laws, regulations, rules and normative documents, and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, our lawyers express the following legal opinions:
1、 The company is qualified to implement the incentive plan
(I) the company is a listed company legally established and validly existing \uf020
The lawyers of the firm consulted the industrial and commercial archives of the issuer, the approval documents of relevant departments, business license, enterprise credit information publicity report, etc.
1. Upon verification by our lawyers, Wuhan Jingce Electronic Group Co.Ltd(300567) is a joint stock limited company established by Wuhan Wuhan Jingce Electronic Group Co.Ltd(300567) Technology Co., Ltd. Approved by the reply on Approving the initial public offering of shares by Wuhan Wuhan Jingce Electronic Group Co.Ltd(300567) Technology Co., Ltd. (zjxk [2016] No. 2442 of China Securities Regulatory Commission, Wuhan Jingce Electronic Group Co.Ltd(300567) publicly issued no more than 20 million new shares and was listed and traded on the gem of Shenzhen Stock Exchange on November 22, 2016. The securities are abbreviated as ” Wuhan Jingce Electronic Group Co.Ltd(300567) ” and the securities code is ” Wuhan Jingce Electronic Group Co.Ltd(300567) “.
2. The company now holds the business license with unified social credit code of 91420111783183308c issued by Wuhan market supervision and Administration Bureau, with the name of Wuhan Jingce Electronic Group Co.Ltd(300567) ; The type is a joint stock limited company (listed, invested or controlled by natural persons); The domicile is No. 22, liufangyuan South Road, Wuhan East Lake New Technology Development Zone; The legal representative is Peng Qian; The registered capital is 278129951 yuan; The business term is long-term; The business scope is “General items: R & D of flat panel display technology; R & D, production, sales and technical services of liquid crystal test system, organic LED display test system, computer measurement and control system integration, electromechanical automation equipment; Cecep Solar Energy Co.Ltd(000591) , R & D, production, sales and technical services of lithium battery and other new energy test system and power supply test system; chip design, R & D, production, sales and technical services of semiconductor test equipment Technical services; Import and export of goods and technologies (except those prohibited or restricted by the state); Design, production and sales of electronic products; Measurement services (except for items subject to approval according to law, carry out business activities independently according to law with business license) “.
Accordingly, our lawyers believe that the company is a joint stock limited company established and validly existing according to law, whose shares have been approved for public offering and listed on the gem of Shenzhen Stock Exchange, and there is no need to terminate in accordance with laws, regulations, normative documents and the articles of association.
(II) there is no circumstance in which equity incentive shall not be implemented in the company \uf020
The lawyers of this firm have consulted the annual report of Wuhan Jingce Electronic Group Co.Ltd(300567) 2021, the audit report and financial statements of Wuhan Jingce Electronic Group Co.Ltd(300567) issued by Lixin Certified Public Accountants (special general partnership) No. [2022] ze10204 on April 24, 2022, and the commitments issued by the company. After verification by the lawyers of this firm, as of the date of issuance of this legal opinion, The company does not have the following circumstances under which equity incentive shall not be implemented 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;
Distribution;
4. Equity incentive is not allowed according to laws and regulations;
5. Other circumstances recognized by the CSRC.
In conclusion, after verification, our lawyers believe that:
The company is a joint stock limited company established and validly existing in accordance with the law, whose shares have been approved for public offering and listed on the gem of Shenzhen Stock Exchange. There is no need to terminate in accordance with laws, regulations, normative documents and the articles of association, and there is no situation that equity incentive shall not be implemented in accordance with Article 7 of the administrative measures. It is qualified to implement the incentive plan.
2、 Contents of this incentive plan
The lawyers of the firm consulted the notice of the board meeting, the resolutions and records of the board meeting related to the incentive plan. After verification by our lawyers, on May 23, 2022, the 7th Meeting of the Fourth Board of directors of the company deliberated and approved the proposal on Wuhan Jingce Electronic Group Co.Ltd(300567) 2022 restricted stock incentive plan (Draft) and its summary, and the proposal on Wuhan Jingce Electronic Group Co.Ltd(300567) 2022 restricted stock incentive plan implementation assessment management measures Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the restricted stock incentive plan in 2022, etc.
According to the Wuhan Jingce Electronic Group Co.Ltd(300567) 2022 restricted stock incentive plan (Draft) (hereinafter referred to as “incentive plan (Draft)”), the main contents of the company’s incentive plan are as follows:
(I) items specified in this incentive plan \uf020
According to the incentive plan (Draft), this incentive plan includes interpretation; The purpose and principle of the incentive plan; The management organization of the incentive plan; Determination basis and scope of incentive objects; The method of determining the stock price and the source of the restriction; The number and distribution of restricted shares granted; The validity period, grant date, ownership arrangement and lock up period of the incentive plan; The granting and vesting conditions of restricted shares; Adjustment methods and procedures of restricted stock incentive plan; Accounting treatment of restricted stocks; Implementation procedures of restricted stock incentive plan; Respective rights and obligations of the company / incentive object; Handling of changes in the company / incentive object; Supplementary provisions, etc. Article 9.
(II) specific contents of this incentive plan \uf020
1. Purpose of this incentive plan
According to the incentive plan (Draft), the purpose of this incentive plan is “to further establish and improve the company’s long-term incentive mechanism, attract and retain excellent talents, fully mobilize the enthusiasm of the company’s employees, effectively combine the interests of shareholders, the company and employees, and make all parties pay common attention to the long-term development of the company”. Accordingly, our lawyers believe that the company’s incentive plan defines the implementation purpose and complies with the provisions of item (I) of Article 9 of the management measures.
2. Determination basis and scope of incentive object
According to the incentive plan (Draft), the incentive objects of this incentive plan are determined in accordance with the company law, securities law, administrative measures, listing rules and other relevant laws, regulations, normative documents, as well as the relevant provisions of the articles of association, and in combination with the actual situation of the company. There are no more than 326 incentive objects granted in this incentive plan. The incentive objects are the company’s directors, senior managers, core managers, core technical (business) personnel and other personnel (including foreign employees) that the board of directors deems necessary to be encouraged, excluding independent directors, supervisors, shareholders or actual controllers who individually or jointly hold more than 5% of the company’s shares and their spouses, parents and children. All incentive objects must have employment or labor relations with the company (including holding subsidiaries and branches) when the company grants class II restricted shares and within the assessment period specified in the incentive plan.
The company has formulated the administrative measures for the assessment of the implementation of Wuhan Jingce Electronic Group Co.Ltd(300567) 2022 restricted stock incentive plan for this incentive plan.
Accordingly, our lawyers believe that the company’s incentive plan has defined the basis and scope for determining the incentive object, which is in line with the provisions of Article 8 and item (II) of Article 9 of the management measures.
3. Source, quantity and distribution of restricted shares in this incentive plan
According to the incentive plan (Draft), the subject stock of this incentive plan is the company’s A-share common stock, and the stock source is the company’s stock repurchased from the secondary market. On March 17, 2022, the second meeting of the Fourth Board of directors of the company deliberated and approved the proposal on share repurchase plan of the company. As of May 13, 2022, the company has used its own funds to repurchase 5750030 shares in the form of centralized bidding transaction through the special securities account for share repurchase.
According to the incentive plan (Draft), the number of shares to be granted in this incentive plan is 5750030, accounting for about 2.07% of the total share capital of the company at the time of announcement of this incentive plan.
According to the incentive plan (Draft), the specific distribution of restricted shares to be granted in this incentive plan is as follows:
The proportion of authorized interests in the granted right in this incentive plan
Share capital name nationality position number of total interests at the time of announcement
Proportion of total (10000 shares)
1、 Directors and senior management
1 Liu ronghua, director and deputy general manager of China 10.003 1.74% 0.04
reason
2 Sheng sun US director 5.00 0.87% 0.02
(Sun Sheng)
