Goertek Co., Ltd. (002241): Beijing Tianyuan Law Firm’s legal opinion on the cancellation of unexercised stock options reserved for the first exercise period of Goertek Co., Ltd.’s 2021 stock option incentive plan – CFi.CN China Finance Network

Original title: Goertek Co., Ltd.: Beijing Tianyuan Law Firm’s legal opinion on the cancellation of the reserved and granted portion of unexercised stock options upon expiration of the first exercise period of Goertek Co., Ltd.’s 2021 stock option incentive plan

Beijing Tianyuan Law Firm
About Goertek Co., Ltd.
2021 Stock Option Incentive Plan
Cancel the reserved and granted portion of unexercised stock options upon expiration of the first exercise period
legal advice

Jingtianguzi (2021) No. 196-7

To: Goertek Co., Ltd.
According to the “Entrustment Agreement” signed between Beijing Tianyuan Law Firm (hereinafter referred to as “the Firm”) and Goertek Co., Ltd. (hereinafter referred to as the “Company” or “Goertek”), our firm is responsible for the company’s 2021 stock Special Chinese legal counsel for matters related to the option incentive plan (hereinafter referred to as the “Incentive Plan” or “This Incentive Plan”), and reserved for the company’s cancellation of this incentive plan to grant some unexercised stock options that have expired in the first exercise period (hereinafter referred to as “this cancellation”) and issue legal opinions on relevant matters.

Our firm and our handling lawyers comply 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”), “Shenzhen Stock Exchange Self-Regulatory Guidelines for Listed Companies No. 1 – Business Handling”, “Administrative Measures for Law Firms Engaging in Securities Legal Business” and other laws, regulations and the China Securities Regulatory Commission This legal opinion is issued in accordance with the relevant regulations of the Management Committee (hereinafter referred to as the “China Securities Regulatory Commission”) and the facts that have occurred or existed before the date of issuance of this legal opinion. This legal opinion is issued in accordance with the recognized business standards, ethics and diligence of the lawyer industry.

In order to issue this legal opinion, our lawyers reviewed the “Goertek Co., Ltd. 2021 Stock Option Incentive Plan (Draft)” (hereinafter referred to as the “Incentive Plan (Draft)”) and the “Goertek Co., Ltd. Measures for the Implementation Assessment and Management of the 2021 Stock Option Incentive Plan (hereinafter referred to as the “Assessment Measures”), “About the Cancellation of Unexercised Stock Options at the Expiration of the First Exercise Period of the Reserved and Granted Part of the 2021 Stock Option Incentive Plan” (hereinafter referred to as the “Assessment Measures”) “Proposal” and other documents that our lawyers believe need to be reviewed, and the relevant facts have been verified and verified.

Our lawyers make the following statement:
1. The firm and its handling lawyers have been in compliance with the “Securities Law”, “Measures for the Administration of Law Firms Engaging in Securities Legal Business”, “Law Firms’ Securities Legal Business Practice Rules (Trial)” and other provisions and before the date of issuance of this legal opinion. Regarding the facts that occurred or existed, we have strictly performed our statutory duties, followed the principles of diligence and good faith, and conducted sufficient verification and verification to ensure that the facts identified in this legal opinion are true, accurate, and complete, and that the concluding opinions issued are legal and Accurate, without false records, misleading statements or major omissions, and bear corresponding legal liability.

2. Our lawyers have adopted methods such as written review, inquiry, and review in accordance with the business rules formulated in accordance with the law, and have diligently and prudently performed their verification and verification obligations.

3. When issuing this legal opinion, our lawyers have fulfilled the special duty of care of legal professionals on legal-related business matters, and have fulfilled the general duty of care of ordinary people on other business matters.

4. The firm does not express opinions on the rationality of the underlying stock value, assessment standards and other issues involved in this incentive plan, as well as accounting, financial and other non-legal professional matters. Our firm has performed necessary duties of care when quoting relevant financial data or conclusions in this legal opinion, but such quotations shall not be deemed as any express or implied representation by our firm regarding the authenticity and accuracy of these data and conclusions. warranty shown. For facts that are crucial to the issuance of this legal opinion but cannot be supported by independent evidence, our firm relies on explanations or supporting documents issued by relevant government departments, companies or other relevant units to issue legal opinions.

5. Our lawyers handle documents directly obtained from state agencies, organizations with the function of managing public affairs, accounting firms, asset appraisal agencies, credit rating agencies, notary agencies and other public institutions, and perform legal work on legal-related business matters. The special duty of care of professionals is used as the basis for issuing legal opinions after fulfilling the general duties of attention of ordinary people on other business matters; for documents that are not obtained directly from public institutions, it is used as the basis for issuing legal opinions after verification and verification.

6. The firm agrees to regard this legal opinion as a necessary legal document for the company’s incentive plan, report or announce it together with other materials, and assume corresponding legal responsibilities in accordance with the law.

7. This legal opinion can only be used by the company for the purpose of this incentive plan and may not be used by anyone for any other purpose.

Based on the above, our lawyers issued the following legal opinions:
1. Approval and authorization of this cancellation matter
1. On April 16, 2021, the 19th meeting of the company’s fifth board of directors reviewed and approved the “Proposal on Reviewing the 2021 Stock Option Incentive Plan (Draft) of Goertek Co., Ltd.” and its Summary and “On Reviewing “Proposal on the Implementation Assessment and Management Measures for Goertek Co., Ltd.’s 2021 Stock Option Incentive Plan”, “Proposal on Requesting the General Meeting of Shareholders to Authorize the Board of Directors to Handle Matters Related to the 2021 Stock Option Incentive Plan” and other related proposals.

2. On April 16, 2021, the 14th meeting of the company’s fifth session of the Supervisory Board reviewed and approved the “Proposal on Reviewing the 2021 Stock Option Incentive Plan (Draft) of Goertek Co., Ltd.” and its Summary and “On Reviewing “Proposal on the Implementation Assessment and Management Measures for Goertek Co., Ltd.’s 2021 Stock Option Incentive Plan”, “Proposal on Verifying the Company’s “List of Incentive Objects of the 2021 Stock Option Incentive Plan” and other related proposals.

3. On April 16, 2021, the company’s independent directors carefully reviewed the “Incentive Plan (Draft)”, its summary and the “Assessment Methods”, and published the “Independent Directors of Goertek Co., Ltd. on the 10th Anniversary of the Fifth Session of the Board of Directors” “Independent Opinions on Matters Related to the Ninth Meeting”, it is believed that “the company’s stock option incentive plan is conducive to the company’s sustainable development and is conducive to the formation of a long-term incentive mechanism for core talents. There is no harm to the interests of the company and all shareholders, especially small and medium-sized shareholders.” Situation. The incentive objects granted by the company’s stock option incentive plan all meet the conditions for becoming stock option incentive objects stipulated in laws, regulations and normative documents. Therefore, we unanimously agree that the company will implement this stock option incentive matter and agree to implement it. Relevant proposals are submitted to the company’s shareholders’ meeting for review.”
4. On April 17, 2021, the company disclosed the “Report on the Public Solicitation of Proxy Voting Rights for Independent Directors of Goertek Co., Ltd.”. Ms. Wang Kun, the company’s independent director, was entrusted by other independent directors to serve as a solicitor for the company’s planned 2021 The stock option incentive-related proposals reviewed at the 2020 Annual General Meeting of Shareholders held on May 7, 2020, publicly solicited proxy voting rights from all shareholders of the company.

5. On April 17, 2021, the company disclosed the “List of Partial Incentive Objects Granted for the First Time by Goertek Co., Ltd.’s 2021 Stock Option Incentive Plan”. On April 30, 2021, the company’s Board of Supervisors issued the “Explanation of the Review Opinions and Publicity of the List of Partial Incentive Objects First Granted to the 2021 Stock Option Incentive Plan by the Board of Supervisors of Goertek Co., Ltd.”

6. On May 7, 2021, the company held the 2020 Annual General Meeting of Shareholders to review and approve the “Proposal on the Review of the 2021 Stock Option Incentive Plan (Draft) of Goertek Co., Ltd.” and its Summary, and the “Proposal on the Review of the Goertek Co., Ltd. 2021 Stock Option Incentive Plan (Draft)” and its Summary. Co., Ltd.’s 2021 Stock Option Incentive Plan Implementation Assessment and Management Measures> “Proposal on Requesting the General Meeting of Shareholders to Authorize the Board of Directors to Handle Matters Related to the 2021 Stock Option Incentive Plan”.

7. According to the authorization given to the Board of Directors by the company’s 2020 Annual General Meeting of Shareholders, on June 2, 2021, the company held the 21st meeting of the fifth board of directors, which reviewed and approved the “About Adjustments to the First Grant of Certain Incentive Objects under the 2021 Stock Option Incentive Plan” , quantity and exercise price” and “Proposal on Granting Stock Options to Incentive Objects”. Since the 13 incentive objects in the first grant portion of the company’s incentive plan have changed their jobs or resigned, they are no longer eligible to become members of this incentive plan. As for the conditions for incentive objects, according to the relevant provisions of the “Incentive Plan (Draft)”, the total number of incentive objects granted to the company’s stock option incentive plan for the first time was adjusted from 569 to 556, and the number of stock options granted for the first time was adjusted from 58.5 million to 52.46 million. shares, the number of partial stock options reserved for grant remains unchanged at 5 million; the company’s 2020 annual shareholders’ meeting reviewed and approved the “Proposal on Reviewing the Company’s 2020 Profit Distribution Plan” and has completed its implementation. The board of directors has approved the company’s stock options The exercise price of the stock options first granted and reserved for grant under the incentive plan has been adjusted, and the adjusted exercise price of the stock options is 29.33 yuan/share; the board of directors believes that the conditions for the first grant of the company’s 2021 stock option incentive plan have been met, and agrees The first grant date of the company’s stock option incentive plan is determined to be June 2, 2021, and 52.46 million stock options will be granted to 556 incentive targets who meet the grant conditions.

8. On June 2, 2021, the company held the 16th meeting of the fifth board of supervisors, and reviewed and approved the “Proposal on Adjusting the Initial Grant of Partial Incentive Objects, Quantities and Exercise Prices of the 2021 Stock Option Incentive Plan” and “On “Proposal on Granting Stock Options to Incentive Objects”, expressed opinions on this adjustment and the grant matters, agreed to the adjustment and determined that June 2, 2021 will be the grant date, and 52.46 million stock options will be granted to 556 incentive objects. and verify the adjusted list of incentive targets.

9. On June 2, 2021, the company’s independent directors expressed independent opinions on this adjustment, the grant date of the grant, the subject qualifications of the incentive objects and other matters, and agreed to determine June 2, 2021 as the grant date. Grant stock options to eligible incentive recipients.

10. On March 29, 2022, the company held the 27th meeting of the fifth board of directors, and reviewed and approved the “Proposal on Matters Related to the Grant of Reserved Options for the 2021 Stock Option Incentive Plan”. The board of directors believes that the company’s 2021 stock The reserved option grant conditions of the option incentive plan have been met, and it was agreed to determine March 29, 2022 as the reserved stock option grant date for the company’s 2021 stock option incentive plan, and grant 5 million reserved options to 207 incentive targets who meet the grant conditions. The exercise price of stock options is RMB 29.33 per share.

11. On March 29, 2022, the company held the 21st meeting of the fifth Board of Supervisors, and reviewed and approved the “Proposal on Matters Related to the Grant of Reserved Options under the 2021 Stock Option Incentive Plan”. The Board of Supervisors reviewed this reserved grant. issued an opinion on the matter, believing that the persons included in the list of stock option incentive objects reserved for the company’s 2021 stock option incentive plan meet the conditions for incentive objects stipulated in the “Administration Measures” and meet the scope of incentive objects stipulated in the company’s “Incentive Plan (Draft)” , its subject qualification as the incentive object of the reserved stock options of the company’s stock option incentive plan is legal and valid; the reserved grant conditions for stock options stipulated in the company’s 2021 stock option incentive plan have been met, and the board of supervisors approved the stock options of this incentive plan The reserved grant date is March 29, 2022, and it has been agreed to grant 5 million stock options to 207 incentive targets who meet the grant conditions.

12. On March 29, 2022, the company’s independent directors expressed independent opinions on the grant date, grant conditions, subject qualifications of incentive objects and other matters of this reserved grant, and agreed with the company’s reserved stock option grant date for this incentive plan. is March 29, 2022, and agreed to grant 5 million reserved stock options to 207 eligible incentive objects.

13. On June 10, 2022, the company held the 30th meeting of the fifth board of directors, and reviewed and approved the “Proposal on Adjusting the Exercise Price of the Company’s 2021 Stock Option Incentive Plan” and “On Adjusting the Company’s 2021 Stock Option Incentive Plan” Proposal on the List of Incentive Objects Granted for the First Time and the Number of Options Granted and Cancellation of Part of the Stock Options” and “Proposal on the Achievement of Exercise Conditions for the First Exercise Period of the Initial Grant of Part of the 2021 Stock Option Incentive Plan.” In view that the company’s 2021 equity distribution plan was completed on May 26, 2022, in accordance with the relevant provisions of the “Management Measures” and “Incentive Plan (Draft)” and the authorization of the company’s 2020 annual shareholders’ meeting, the board of directors granted the company’s incentive plan for the first time and The exercise price of the reserved stock options will be adjusted, and the adjusted exercise price is 29.13 yuan/share. Given that during the first exercise waiting period for the first grant of the company’s 2021 stock option incentive plan, 53 of the original incentive objects are no longer eligible for incentives due to reasons such as resignation or voluntary abandonment, and the total number of awards they have received is 350.3 Ten thousand stock options will be cancelled; the unlocking ratio of stock options corresponding to the individual annual performance appraisal results of 116 incentive targets has not reached 100% and does not meet all exercise conditions. A total of 180,236 shares have been granted but do not meet the exercise conditions. The stock options will be cancelled; the board of directors intends to adjust the list of incentive targets granted for the first time under this incentive plan and the number of corresponding stock options. At the same time, the above-mentioned total of 3.683236 stock options that have been granted will be cancelled. After the adjustment, the number of incentive targets granted for the first time under this incentive plan was adjusted from 556 to 503, and the number of stock options was adjusted from 52.46 million to 48.776764. According to the relevant provisions of the “Management Measures” and “Incentive Plan (Draft)” and the authorization of the company’s 2020 Annual General Meeting of Shareholders, the board of directors believes that the conditions for the first exercise period of the first grant of the stock option incentive plan in 2021 have been met. 503 incentive objects can exercise their rights independently during the first exercise period. The number of stock options expected to be exercised is 24,302,764, and the exercise price is 29.13 yuan per share.

14. On June 10, 2022, the company held the 24th meeting of the fifth board of supervisors, and reviewed and approved the “Proposal on Adjusting the Exercise Price of the Company’s 2021 Stock Option Incentive Plan” and “On Adjusting the Company’s 2021 Stock Option Incentive Plan”. Proposal on the List of Incentive Objects Granted for the First Time and the Number of Options Granted and the Cancellation of Part of the Stock Options under the Plan, and the Proposal on the Achievement of the Exercise Conditions for the First Exercise Period of the Partial First Grant of the Stock Option Incentive Plan in 2021, and the adjustment and the Issued review opinions on matters related to the fulfillment of the conditions for secondary exercise of rights.

The Board of Supervisors believes that: (1) The company’s adjustment to the exercise price of the 2021 stock option incentive plan complies with the provisions of the “Administration Measures” and “Incentive Plan (Draft)” and is consistent with the relevant authorization of the company’s 2020 Annual General Meeting of Shareholders. The adjustment procedures are legal and Compliance. Agree with the company’s board of directors to adjust the exercise price of the 2021 stock option incentive plan. (2) This adjustment complies with relevant laws and regulations and the relevant provisions of the “Incentive Plan (Draft)”, and does not harm the interests of the company and its shareholders. The incentive objects after this adjustment all comply with the “Administrative Measures” and other laws and regulations and the incentive object conditions stipulated in this equity incentive plan, and are legal and valid as objects of this equity incentive plan. It is agreed that the board of directors will adjust the list of some incentive targets and the number of options initially granted under the 2021 stock option incentive plan and cancel some stock options. (3) The conditions for the exercise of the first exercise period of the first grant of the company’s 2021 stock option incentive plan have been met. The qualifications of the incentive subjects for this exercise are legal and valid. The first grant of the company’s 2021 stock option incentive plan has been completed. The relevant arrangements for vesting matters during an exercise period comply with relevant laws and regulations.

15. On June 10, 2022, the company’s independent directors expressed independent opinions on the adjustment and the achievement of the exercise conditions, and agreed with the company’s adjustment of the exercise price of the 2021 stock option incentive plan and the adjustment of the first grant incentive objects. List and number of options granted and cancel some stock options; agree that the company’s 503 incentive objects will exercise their rights independently during the first exercise period of the initial grant as stipulated in the “Incentive Plan (Draft)”.

16. On April 7, 2023, the company held the third meeting of the sixth board of directors, and reviewed and approved the “Proposal on Adjusting the List and Grant Quantity of Partial Incentive Objects Reserved and Granted in the Company’s 2021 Stock Option Incentive Plan and Cancellation of Partial Stock Options “Proposal on the Achievement of Exercise Conditions for the First Exercise Period of the Reserved Grant Part of the 2021 Stock Option Incentive Plan”. In view of the fact that during the first vesting waiting period of the reserved grant portion of the company’s 2021 stock option incentive plan, 12 of the original incentive objects are no longer eligible for incentives due to resignation or voluntary abandonment. A total of 297,800 stock options will be cancelled; the unlocking ratio of stock options corresponding to the individual annual performance appraisal results of 29 incentive targets does not reach 100% and does not meet all exercise conditions. The total number of stock options that have been granted but does not meet the exercise conditions is 2.158 Ten thousand stock options will be cancelled.

In accordance with the provisions of the “Management Measures” and other normative documents, the “Incentive Plan (Draft)” and the authorization of the company’s 2020 Annual General Meeting of Shareholders, the board of directors agreed to adjust the list of incentive targets reserved for this incentive plan and the number of corresponding stock options. At the same time, the above A total of 319,380 stock options that have been granted will be cancelled. In summary, the number of incentive targets reserved for this incentive plan has been adjusted from 207 to 195, and the number of stock options has been adjusted from 5 million to 4,680,620. In accordance with the relevant provisions of the “Management Measures” and “Incentive Plan (Draft)” and the authorization of the company’s 2020 Annual General Meeting of Shareholders, the board of directors believes that the conditions for the first exercise period of the reserved grant part of the company’s 2021 stock option incentive plan have been met. The 195 incentive objects reserved for granting can exercise their rights independently during the first exercise period. The number of exercisable stock options is expected to be 2.32952 million, and the exercise price is 29.13 yuan/share.

17. On April 7, 2023, the company held the third meeting of the sixth board of supervisors, and reviewed and approved the “Proposal on Adjusting the List of Partial Incentive Objects and the Number of Grants Reserved for the Company’s 2021 Stock Option Incentive Plan and Cancellation of Partial Stock Options “Proposal on the achievement of the exercise conditions for the first exercise period of the reserved portion of the 2021 stock option incentive plan”, and issued review opinions on this adjustment and matters related to the achievement of the exercise conditions. The Board of Supervisors believes that: (1) This adjustment complies with relevant laws and regulations and the relevant provisions of the “Incentive Plan (Draft)” and “Assessment Methods”, and does not harm the interests of the company and its shareholders. The incentive objects after this adjustment all comply with the “Administrative Measures” and other laws and regulations and the incentive object conditions stipulated in this incentive plan, and are legal and valid as objects of this incentive plan; (2) The company’s 2021 stock option incentive plan is expected to The conditions for the exercise of the first exercise period of the reserved vested portion have been met, the qualifications of the incentive subjects for this exercise are legal and valid, and the vesting matters of the first exercise period of the reserved vested portion of the company’s 2021 stock option incentive plan have been met. Relevant arrangements comply with relevant laws and regulations.

18. On April 7, 2023, the company’s independent directors expressed independent opinions on the adjustment and the achievement of the exercise conditions, and agreed with the company’s adjustment to the list of reserved incentive objects and the number of grants for the 2021 stock option incentive plan. and canceled some stock options; it was agreed that the company’s 195 incentive objects would exercise their rights independently during the first exercise period of the reserved grant portion stipulated in the “Incentive Plan (Draft)”.

19. On June 27, 2023, the company held the sixth meeting of the sixth board of directors, and reviewed and approved the “Proposal on Adjusting the Exercise Price of the Company’s Stock Option Incentive Plan in 2021 and 2022” and “On the Adjustment of the Stock Option Incentive Plan in 2021” “Proposal to cancel some of the unexercised stock options that have expired during the first exercise period of the plan” “Proposal to adjust the list and number of first-time grant incentives and the number of grantees of the company’s 2021 stock option incentive plan and cancel some stock options” “About The Company’s 2021 Stock Option Incentive Plan Grants Part of the Second Exercise Period for the First Time the Exercise Conditions Achieved”. The company’s 2022 equity distribution has been completed on May 31, 2023. In accordance with the provisions of the “Management Measures” and “Incentive Plan (Draft)” and the authorization of the 2020 Annual General Meeting of Shareholders, the Board of Directors has adjusted the exercise price of the stock options initially granted and reserved for the 2021 Stock Option Incentive Plan. The exercise price of some stock options was adjusted from 29.13 yuan/share to 29.03 yuan/share. The first exercise period for the first time granted to some incentive objects under this incentive plan is from June 24, 2022 to June 23, 2023. As of June 23, 2023, this incentive plan has granted a total of 4,082,164 options to some incentive objects for the first time, and 20,220,600 options have not been exercised upon expiration. According to the relevant provisions of the “Incentive Plan (Draft)” and the “Administrative Measures”, incentive objects must exercise their rights within the exercise validity period. After the exercise validity period, stock options that have been granted but have not yet been exercised shall not be exercised. The company is cancelled. The company plans to cancel a total of 20,220,600 stock options that have been granted to the above incentive objects but have not yet been exercised. In view of the fact that during the second exercise waiting period for the first grant of the company’s 2021 stock option incentive plan, 71 of the original incentive objects are no longer eligible for incentives due to resignation or voluntary abandonment, etc., and the total amount they have been awarded is 274.8100 Ten thousand stock options will be cancelled; the unlocking ratio of stock options corresponding to the personal performance appraisal results of 432 incentive targets has not reached 100% and does not meet all exercise conditions. A total of 6.70977 million shares have been granted but do not meet the exercise conditions. The option will be cancelled.

In accordance with the “Management Measures” and other normative documents, the provisions of the “Incentive Plan (Draft)” and the authorization of the 2020 Annual General Meeting of Shareholders, the board of directors intends to adjust the list of incentive targets and the number of corresponding stock options granted for the first time under this incentive plan. At the same time, the above-mentioned A total of 9,457,870 stock options granted will be cancelled. In summary, the number of incentive recipients granted for the first time under this incentive plan has been adjusted from 503 to 432, and the number of stock options has been adjusted from 24,474,000 to 15,016,130. According to the relevant provisions of the “Administrative Measures” and “Incentive Plan (Draft)” and the authorization of the company’s 2020 Annual General Meeting of Shareholders, the conditions for the second exercise period of the first grant part of the company’s 2021 stock option incentive plan have been met, and the first grant part 432 incentive objects can exercise their rights independently during the second exercise period. The number of stock options expected to be exercised is 15,016,130, and the exercise price is 29.03 yuan/share.

20. On June 27, 2023, the company held the fifth meeting of the sixth board of supervisors, and reviewed and approved the “Proposal on Adjusting the Exercise Price of the Company’s Stock Option Incentive Plan in 2021 and 2022” and “On the Adjustment of the Stock Option Incentive Plan in 2021” “Proposal to cancel some of the unexercised stock options that have expired during the first exercise period of the plan” “Proposal to adjust the list and number of first-time grant incentives and the number of grantees of the company’s 2021 stock option incentive plan and cancel some stock options” “About The Company’s 2021 Stock Option Incentive Plan Grants Part of the Second Exercise Period for the First Time the Exercise Conditions Achieved”. The Board of Supervisors believes that: (1) The company’s cancellation of unexercised stock options that have expired during the first exercise period of the initial grant of the 2021 stock option incentive plan complies with the relevant provisions and procedures of the “Administrative Measures” and “Incentive Plan (Draft)” It is legal and valid and does not harm the interests of the company and all shareholders. The company was agreed to cancel a total of 20,220,600 unexercised stock options that had expired during the first exercise period of the initial grant of the 2021 stock option incentive plan. (2) The company’s adjustment of the exercise price of the 2021 stock option incentive plan, the list of first-time incentive recipients, the number of grants and the cancellation of some stock options are in compliance with the provisions of the “Administration Measures”, “Incentive Plan (Draft)” and “Assessment Measures”, It is consistent with the relevant authorization of the company’s 2020 annual general meeting of shareholders, and necessary procedures have been performed. The adjustment procedures are legal and compliant, and there is no harm to the interests of the company and all shareholders. The incentive objects after this adjustment all comply with the “Administrative Measures” and other laws and regulations and the incentive object conditions stipulated in this incentive plan, and are legal and valid as objects of this incentive plan. It is agreed that the company’s board of directors will adjust the exercise price of the 2021 stock option incentive plan, the list of first-time incentive recipients, and the number of grants and cancel some stock options. (3) The conditions for the exercise of the second exercise period of the first granted portion of the company’s 2021 stock option incentive plan have been met. The qualifications of the incentive subjects for this exercise are legal and valid. The first granted portion of the company’s 2021 stock option incentive plan has The relevant arrangements for vesting matters during the two exercise periods are in compliance with relevant laws and regulations.

21. On June 27, 2023, the company’s independent directors expressed independent opinions on the adjustment and the achievement of the exercise conditions, and agreed that the company would cancel the first exercise period of the initial grant of the 2021 stock option incentive plan. There are a total of 20,220,600 unexercised stock options; it is agreed that the company will adjust the exercise price of the 2021 stock option incentive plan, adjust the list of first-time incentive recipients and the number of grants, and cancel some stock options; it is agreed that the company’s 432 incentive recipients will be included in the “Incentive Plan” (Draft)” stipulates that the rights will be exercised autonomously during the second exercise period of the first grant.

22. On March 27, 2024, the company held the 14th meeting of the sixth board of directors, which reviewed and approved the “Procedures on Adjusting the List of Partial Incentive Objects and the Number of Grants Reserved for the Company’s 2021 Stock Option Incentive Plan and Cancellation of Partial Stock Options” Proposal” “Proposal on the achievement of the exercise conditions for the second exercise period of the reserved grant portion of the 2021 stock option incentive plan.” In view of the fact that during the second vesting waiting period of the reserved grant portion of the company’s 2021 stock option incentive plan, 48 of the original incentive objects are no longer eligible for incentives due to resignation or voluntary abandonment, etc., and the total amount they have been awarded is 68.96 Ten thousand stock options will be cancelled; the unlocking ratio of stock options corresponding to the personal assessment results of 147 incentive targets has not reached 100% and does not meet all exercise conditions. A total of 498,450 stock options have been granted but do not meet the exercise conditions. will be cancelled. According to the “Management Measures” and other normative documents, the provisions of the “Incentive Plan (Draft)” and the authorization of the 2020 Annual General Meeting of Shareholders, the board of directors agreed to adjust the list of incentive targets reserved for this incentive plan and the number of corresponding stock options. At the same time, the above-mentioned A total of 1,188,050 stock options granted will be cancelled. In summary, the number of incentive objects reserved for granting in this incentive plan has been adjusted from 195 to 147, and the number of stock options reserved for granting has been adjusted from 4.68062 million to 3.49257 million (including exercisable shares during the second exercise period). The number of options was adjusted from 2.3511 million to 1.16305 million). In accordance with the “Management Measures” and other normative documents, the “Incentive Plan (Draft)”, “Assessment Methods” and other relevant regulations, as well as the authorization of the company’s 2020 annual shareholders’ meeting, combined with the company’s achieved performance in 2022 and the performance of each incentive object in 2022 As a result of the personal performance evaluation, the board of directors believes that the conditions for the exercise of the second exercise period of the reserved grant portion of the company’s 2021 stock option incentive plan have been met, and the incentive objects can be exercised during the second exercise period (April 20, 2024 to 2025). During April 19) in accordance with the relevant provisions of this incentive plan, the number of exercisable stock options is expected to be 1.16305 million, and the exercise price is 29.03 yuan/share.

23. On March 27, 2024, the company held the 11th meeting of the 6th Board of Supervisors, and reviewed and approved the “Regulations on Adjusting the List and Grant Quantity of Partial Incentive Objects Reserved and Granted in the Company’s 2021 Stock Option Incentive Plan and Canceling Partial Stock Options” Proposal” “Proposal on the achievement of the exercise conditions for the second exercise period of the reserved grant portion of the 2021 stock option incentive plan.” The Board of Supervisors believes that: (1) The company’s adjustments to the list of incentive objects reserved for granting part of the 2021 stock option incentive plan, the number of grants and the cancellation of part of the stock options are in compliance with relevant laws and regulations and the relevant provisions of the “Incentive Plan (Draft)” and “Assessment Methods” , there is no harm to the interests of the company and its shareholders. The incentive objects after this adjustment all comply with the “Administrative Measures” and other laws and regulations and the incentive object conditions stipulated in this incentive plan, and are legal and valid as objects of this incentive plan. (2) The conditions for the exercise of the second exercise period of the reserved grant portion of the company’s 2021 stock option incentive plan have been met. The qualifications of the incentive subjects for this exercise are legal and valid. The reserved grant of the company’s 2021 stock option incentive plan The relevant arrangements for some vesting matters in the second exercise period are in compliance with relevant laws and regulations.

24. On April 24, 2024, the company held the 15th meeting of the 6th Board of Directors, and reviewed and approved the “Reservation and Grant of Part of the Unexercised Stock Options During the Expiration of the First Exercise Period of the 2021 Stock Option Incentive Plan” Proposal for Cancellation”. According to the provisions of the “Incentive Plan (Draft)”, the first exercise period for some stock options reserved for this incentive plan is from April 20, 2023 to April 19, 2024. As of April 19, 2024, the first exercise period reserved for granting to some incentive objects under the 2021 Stock Option Incentive Plan has expired. A total of 0 options have been exercised by the incentive objects during the exercise period, and none have been exercised upon expiration. 2,329,520 rights. According to the relevant provisions of the “Administrative Measures” and the “Incentive Plan (Draft)”, incentive objects must exercise their options within the exercise validity period. After the exercise validity period, stock options that have been granted but have not yet been exercised shall not be exercised and shall be exercised by the company. Logout. According to the authorization of the company’s 2020 annual general meeting of shareholders, the board of directors agreed that the company can cancel a total of 2,329,520 stock options that have been granted but have not yet been exercised by the above incentive objects.

25. On April 24, 2024, the company held the 12th meeting of the 6th Board of Supervisors, and reviewed and approved the “Reservation and Grant of Part of the Unexercised Stock Options During the Expiration of the First Exercise Period of the 2021 Stock Option Incentive Plan” Proposal for Cancellation”. The Board of Supervisors believes that the company’s cancellation of unexercised stock options that have expired during the first exercise period of the reserved portion of the 2021 stock option incentive plan is in compliance with the relevant provisions of the “Administrative Measures” and “Incentive Plan (Draft)”, and the procedures are legal and It is valid and there is no harm to the interests of the company and all shareholders. It is agreed that the company can cancel the reserved and granted portion of the 2021 stock option incentive plan for a total of 2,329,520 unexercised stock options that have expired during the first exercise period.

To sum up, our lawyers believe that as of the date of issuance of this legal opinion, the company’s cancellation of unexercised stock options reserved for granting part of the first exercise period of this incentive plan has obtained the necessary approvals and authorizations at this stage. Comply with the relevant provisions of the “Management Measures” and “Incentive Plan (Draft)”.

2. Specific contents of this cancellation matter
According to the “Proposal on Requesting the General Meeting of Shareholders to Authorize the Board of Directors to Handle Matters Related to the 2021 Stock Option Incentive Plan” reviewed and approved by the company’s 2020 Annual General Meeting of Shareholders, the company’s general meeting of shareholders authorized the board of directors to manage and adjust the company’s incentive plan. Cancellation of stock options granted but not yet exercised, etc.

On April 24, 2024, the company held the 15th meeting of the sixth board of directors, which reviewed and approved the “About the Cancellation of Unexercised Stock Options Reserved and Granted in the 2021 Stock Option Incentive Plan that Expired in the First Exercise Period” “Proposal”, it was decided to cancel the unexercised stock options that have expired in the first exercise period of the reserved grant portion of this incentive plan. The specific circumstances are as follows:
1. According to the relevant provisions of “Section 4 Exercise Date” in the “Incentive Plan (Draft)”, “Incentive objects must exercise their options within the validity period of the options. After the validity period of this incentive plan, those who have been granted but have not yet exercised their options will Stock options cannot be exercised and will be canceled by the company.”
2. According to the “Proposal on Cancellation of Unexercised Stock Options Reserved for the Grant of the 2021 Stock Option Incentive Plan that Has Expired in the First Exercise Period” reviewed and approved at the 15th meeting of the sixth session of the Board of Directors of the company and provided by the company Information and confirmation, the specific circumstances of this cancellation are as follows:
The first exercise period for some stock options reserved for grant under this incentive plan is from April 20, 2023 to April 19, 2024. As of April 19, 2024, the first exercise period reserved for granting to some incentive objects under the 2021 Stock Option Incentive Plan has expired. A total of 0 options have been exercised by the incentive objects during the exercise period, and none have been exercised upon expiration. 2,329,520 rights. According to the relevant provisions of the “Administrative Measures” and the “Incentive Plan (Draft)”, incentive objects must exercise their options within the exercise validity period. After the exercise validity period, stock options that have been granted but have not yet been exercised shall not be exercised and shall be exercised by the company. Logout. According to the authorization of the company’s 2020 annual general meeting of shareholders, the board of directors agreed to the company’s cancellation of a total of 2,329,520 stock options that have been granted but have not yet been exercised by the above incentive targets.

3. On April 24, 2024, the 12th meeting of the company’s sixth session of the Supervisory Board reviewed and approved the “About the Cancellation of Unexercised Stock Options Reserved and Granted in the 2021 Stock Option Incentive Plan that have expired during the first exercise period” Proposal” and issued review opinions. The Board of Supervisors believes that the company’s cancellation of unexercised stock options reserved for the first exercise period of the 2021 stock option incentive plan is in compliance with the “Management Measures” and “Incentive Plan (Draft) )”, the procedures are legal and effective, and there is no harm to the interests of the company and all shareholders. It is agreed that the company can cancel the reserved and granted portion of the first exercise period of the 2021 stock option incentive plan, with a total of 232.952 unexercised stock options. Ten thousand copies.

In summary, our lawyers believe that the company’s cancellation of unexercised stock options reserved for granting part of the first exercise period in this incentive plan complies with the relevant provisions of the “Administrative Measures” and “Incentive Plan (Draft)”; the company has not It is necessary to perform information disclosure obligations and go through relevant registration procedures in accordance with the law regarding matters related to this cancellation.

3. Concluding observations
To sum up, our lawyers believe that as of the date of issuance of this legal opinion, the company’s cancellation of unexercised stock options reserved for granting part of the first exercise period of this incentive plan has obtained the necessary approvals and authorizations at this stage. It complies with the relevant provisions of the “Administrative Measures” and “Incentive Plan (Draft)”; the company’s cancellation of the reserved and granted portion of unexercised stock options upon expiration of the first exercise period in this incentive plan complies with the “Administrative Measures” and “Incentive Plan (Draft)” )”; the company still needs to fulfill its information disclosure obligations and handle relevant registration procedures in accordance with the law on matters related to this cancellation.

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(This page has no text. It is the signature of the “Legal Opinion of Beijing Tianyuan Law Firm on the Cancellation of the Reserved and Granted Part of the Unexercised Stock Options at the Expiration of the First Exercise Period of Goertek Co., Ltd.’s 2021 Stock Option Incentive Plan” Page)

Beijing Tianyuan Law Firm (stamped)

principal
Zhu Xiaohui

Handling lawyer:
Yu Jinjin

Sun Chunyan

Our firm’s address: No. 35, Financial Street, Xicheng District, Beijing, China
Unit 509, Building A, International Enterprise Building, Postal Code: 100033

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