安凯微: 北京市中伦（广州）律师事务所关于广州安凯微电子股份有限公司2025年限制性股票激励计划（草案）的法律意见书

Core Viewpoint - The legal opinion letter from Beijing Zhonglun (Guangzhou) Law Firm confirms the legality and compliance of Guangzhou Ankai Microelectronics Co., Ltd.'s 2025 Restricted Stock Incentive Plan, ensuring it adheres to relevant laws and regulations [1][30][37] Group 1: Company Background - Guangzhou Ankai Microelectronics Co., Ltd. was established as a joint-stock company on September 30, 2020, and is registered with a capital of 392 million yuan [5][6] - The company received approval from the China Securities Regulatory Commission for its initial public offering of 98 million shares, which began trading on the Shanghai Stock Exchange on June 27, 2023, under the stock code 688620 [5][6] Group 2: Incentive Plan Overview - The 2025 Restricted Stock Incentive Plan aims to grant a total of 4.059804 million restricted stocks, accounting for approximately 1.04% of the company's total share capital [8][9] - The incentive targets 106 individuals, including directors, senior management, middle management, and key technical personnel, excluding independent directors and major shareholders [9][12] Group 3: Legal Compliance and Procedures - The plan has undergone necessary legal procedures, including board and supervisory committee approvals, and is set to be submitted for shareholder approval [30][31] - The company has established a performance assessment system to determine the vesting of restricted stocks based on both company and individual performance metrics [14][19] Group 4: Stock Grant Details - The grant price for the restricted stocks is set at 10.28 yuan per share, which is below the average trading price prior to the announcement [27][29] - The plan specifies that the stocks will be sourced from shares repurchased from the secondary market, complying with legal requirements [25][29] Group 5: Impact on Company and Shareholders - The incentive plan is designed to enhance the company's long-term incentive mechanism, attract and retain talent, and align the interests of shareholders, the company, and core team members [36][37] - The supervisory committee has expressed that the implementation of the plan will benefit the company's sustainable development without harming the interests of the company and its shareholders [37]