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汇成股份: 安徽天禾律师事务所关于合肥新汇成微电子股份有限公司2023年限制性股票激励计划调整授予价格、首次授予第二个归属期及预留授予第一个归属期归属条件成就、作废部分限制性股票相关事项之法律意见书

Core Viewpoint - The legal opinion letter confirms that Hefei Xinhui Microelectronics Co., Ltd. has complied with necessary approvals and authorizations regarding the adjustment of stock grant prices, the first grant of the second vesting period, and the cancellation of certain restricted stocks under the 2023 Restricted Stock Incentive Plan [4][15]. Summary by Sections Approval and Authorization - On May 29, 2023, the company's board approved the draft of the 2023 Restricted Stock Incentive Plan and related proposals, with independent directors providing their opinions [4][5]. - The supervisory board also approved the relevant proposals and confirmed the eligibility of the incentive objects on the same date [5]. - The first extraordinary general meeting of shareholders on June 15, 2023, approved the draft of the incentive plan and authorized the board to handle related matters [6]. - Subsequent meetings in June 2024 and July 2025 further approved adjustments to the grant price and the vesting conditions [6][7]. Adjustment Details - The adjustment of the grant price was necessitated by the company's 2024 annual equity distribution plan, which involved a cash dividend of approximately 0.0936 yuan per share [8]. - The adjusted grant price for the restricted stocks is approximately 6.49 yuan per share, calculated based on the formula provided in the incentive plan [8]. Vesting Conditions - The second vesting period for the first grant of restricted stocks is set from June 17, 2025, to June 16, 2026, while the first vesting period for reserved stocks is from June 14, 2025, to June 13, 2026 [9][10]. - The vesting conditions have been met, as the company has not encountered any disqualifying events as outlined in the incentive plan [10][11]. Performance Metrics - The performance assessment for the second vesting period is based on the company's revenue growth, with a target growth rate of 60% for full vesting [12]. - The company reported a revenue of approximately 1.5 billion yuan for 2024, reflecting a growth rate of 91.27% compared to the average revenue from 2020 to 2022 [12]. - For the first vesting period, the company reported a revenue of approximately 1.24 billion yuan for 2023, with a growth rate of 57.79% [13]. Cancellation of Restricted Stocks - The company has canceled 35,000 shares of restricted stocks due to one incentive object leaving the company, which disqualifies them from the incentive plan [14][15]. - The cancellation aligns with the provisions of the incentive plan regarding the treatment of unvested stocks for departing employees [15].