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圣邦股份: 北京市君合律师事务所关于圣邦微电子(北京)股份有限公司2023年股票期权激励计划首次授予第二个行权期及预留授予第一个行权期可行权等事项的法律意见书

Core Viewpoint - The legal opinion letter issued by JunHe Law Offices confirms that the actions related to the stock option incentive plans of Shengbang Microelectronics (Beijing) Co., Ltd. have received the necessary approvals and comply with relevant regulations [5][14][15]. Group 1: Approval and Authorization - The board of directors and the supervisory board have approved the actions regarding the exercise of stock options, cancellation of stock options, and invalidation of restricted stocks [5][14]. - The shareholders' meeting has authorized the board to handle matters related to the 2021 and 2023 incentive plans [5][6]. Group 2: Details of the Exercise - The second exercise period of the 2023 stock option incentive plan allows 1,041 participants to exercise a total of 2,462,803 stock options at a price of 50.54 yuan per option [7][10]. - The first exercise period of the reserved grant allows 460 participants to exercise a total of 576,147 stock options at a price of 44.46 yuan per option [8][10]. Group 3: Conditions for Exercise - The conditions for exercising the stock options have been met, including no negative audit opinions and compliance with performance assessment requirements [10][11]. - The performance target for the first exercise period corresponds to a revenue target of 3 billion yuan for 2024 [12]. Group 4: Cancellation of Stock Options - A total of 34,523 stock options will be canceled due to the departure of seven participants and performance assessments that did not meet the required standards [13][14]. - The cancellation aligns with the provisions of the 2023 incentive plan regarding the treatment of stock options when participants leave the company [13][14]. Group 5: Invalidation of Restricted Stocks - A total of 40,906 shares of restricted stock will be invalidated due to the departure of 17 participants and failure to meet vesting conditions [15]. - The invalidation is consistent with the 2021 incentive plan's regulations regarding the treatment of restricted stocks [15].