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中微公司: 3-关于2023年激励计划第二个归属期条件成就暨部分作废之法律意见书

Core Viewpoint - The legal opinion letter from Shanghai Jintiancheng Law Firm confirms that the company, Zhongwei Semiconductor Equipment (Shanghai) Co., Ltd., has fulfilled the necessary approvals and conditions for the implementation of its 2023 restricted stock incentive plan, including the cancellation of certain restricted stocks due to the disqualification of some incentive targets [1][9]. Group 1: Approval and Authorization of Implementation - The company held its 11th meeting of the 2nd Board of Directors on March 30, 2023, where it approved the 2023 restricted stock incentive plan and related proposals [2]. - The company disclosed the public solicitation of voting rights from independent directors on March 31, 2023, to gather shareholder votes on the incentive plan [3]. - The company conducted an internal public notice regarding the names and positions of the proposed incentive targets from April 4 to April 13, 2023, with no objections received [4]. Group 2: Conditions and Achievements of the Second Vesting Period - The second vesting period for the granted restricted stocks is defined as the period from June 12, 2025, to June 11, 2026, following the grant date of June 12, 2023 [5]. - The conditions for the second vesting period have been met, including the absence of adverse audit reports and the fulfillment of performance targets based on revenue growth compared to benchmark companies [6][7]. Group 3: Cancellation of Restricted Stocks - A total of 318,432 shares of restricted stock will be canceled due to 88 incentive targets no longer qualifying as they have left the company or do not meet the criteria [9]. - The reasons for the cancellation and the number of shares are in compliance with relevant laws and regulations [9]. Group 4: Conclusion - The legal opinion concludes that the cancellation of restricted stocks has received the necessary approvals and that the conditions for the second vesting period have been achieved, aligning with the relevant laws and regulations [9].