Beijing Jindu law firm
About Beijing Tricolor Technology Co.Ltd(603516)
Of stock options and restricted stock incentive plan in 2019
Repurchase and cancellation of some restricted shares
Legal opinion
To: Beijing Tricolor Technology Co.Ltd(603516)
Beijing Jindu law firm (hereinafter referred to as "the firm") is entrusted by Beijing Tricolor Technology Co.Ltd(603516) (hereinafter referred to as " Beijing Tricolor Technology Co.Ltd(603516) ", "listed company" or "the company") as the special legal adviser of its 2019 stock option and restricted stock incentive plan (hereinafter referred to as "the incentive plan"), In accordance 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"), the measures for the administration of equity incentive of listed companies (hereinafter referred to as the "administrative measures") and other laws and administrative regulations Departmental rules and normative documents (hereinafter referred to as "laws and regulations"), the articles of association of Beijing Tricolor Technology Co.Ltd(603516) (hereinafter referred to as "the articles of association") and the relevant provisions of Beijing Tricolor Technology Co.Ltd(603516) 2019 stock option and restricted stock incentive plan (hereinafter referred to as "the incentive plan"), This legal opinion is issued on the matters related to the cancellation of some restricted shares by the company in this repurchase (hereinafter referred to as "cancellation of this repurchase").
In accordance with the provisions of the securities law, the measures for the administration of securities legal business of law firms and the rules for the practice of securities legal business of law firms (for Trial Implementation), as well as the facts that have occurred or exist before the date of issuance of this legal opinion, the firm and its handling lawyers have strictly performed their statutory duties and followed the principles of diligence and good faith, Sufficient verification and verification have been carried out to ensure that the facts identified in this legal opinion are true, accurate and complete, the concluding opinions issued are legal and accurate, and there are no false records, misleading statements or major omissions, and bear corresponding legal liabilities.
In order to issue this legal opinion, the exchange consulted the documents related to the incentive plan provided by the company, including relevant records, materials and certificates, and checked the relevant facts and legal matters involved in the incentive plan. The issuance of this legal opinion has been guaranteed by the company as follows:
1. The company has provided the original written materials, copies, copies, explanations, commitments or certificates required by the company for the issuance of this legal opinion to the office and the handling lawyer;
2. The documents and materials provided by the company to the exchange are true, accurate, complete and effective without any concealment, falsehood or major omission. If the documents and materials are copies or copies, they shall be consistent with the original. The exchange only gives opinions on legal issues related to the company's incentive plan, and only gives legal opinions in accordance with the current laws and regulations in the people's Republic of China (hereinafter referred to as "China") (for the purpose of this legal opinion, excluding Hong Kong Special Administrative Region, Macao Special Administrative region and Taiwan region), and does not give legal opinions in accordance with any laws outside China. The exchange will not comment on the rationality of the underlying stock value, assessment standards and other issues involved in the incentive plan, as well as accounting, finance and other non legal professional matters. When quoting relevant financial data or conclusions in this legal opinion, the exchange has fulfilled the necessary duty of care, but such quoting shall not be regarded as any express or implied guarantee for the authenticity and accuracy of these data and conclusions. For the fact that it is very important to issue this legal opinion and cannot be supported by independent evidence, the exchange relies on the instructions or supporting documents issued by relevant government departments, companies or other relevant units to issue legal opinions.
The exchange agrees that the company will take this legal opinion as one of the necessary documents for its implementation of the incentive plan, submit it together with other materials, and bear corresponding legal liabilities.
This legal opinion is only used by the company for the purpose of implementing this incentive plan and shall not be used for any other purpose. The exchange agrees that the company shall quote the relevant contents of this legal opinion in the relevant documents prepared by the company for the implementation of this incentive plan, but when the company makes the above quotation, it shall not cause legal ambiguity or misinterpretation due to the quotation. The exchange has the right to review and confirm the corresponding contents of the above relevant documents again.
In accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, we hereby issue the following legal opinions:
1、 Decision making procedures and information disclosure of this repurchase cancellation
(I) on December 16, 2021, the fifth meeting of the third board of directors of the company deliberated and approved the proposal on repurchase and cancellation of some restricted shares. Among the incentive objects granted by the company's 2019 stock option and restricted stock incentive plan, 5 have resigned, and 3 are no longer qualified as incentive objects because they serve as supervisors of the company, It is decided to repurchase and cancel the restricted shares granted to the above-mentioned eight incentive objects but not lifted, totaling 205800 shares. The repurchase price is 11.96 yuan / share.
On the same day, the independent directors of the company expressed independent opinions, "In view of the 2019 stock option and restricted stock incentive plan Five of them have resigned, and three of them have served as supervisors. According to relevant regulations, the above eight incentive objects do not have the qualification of incentive objects. Therefore, the company decided to repurchase and cancel 205800 shares of restricted shares granted to the eight incentive objects but not lifted. The above repurchase and cancellation of some restricted shares comply with the measures for the administration of equity incentive of listed companies, the company's 2019 stock option and restricted stock incentive plan and relevant laws. "
On December 17, 2021, the company published on the website of Shanghai Stock Exchange and other designated information disclosure media the announcement of the resolution of the fifth meeting of the third board of directors, the independent opinions of the independent directors on matters related to the fifth meeting of the third board of directors and the announcement of the repurchase and cancellation of some restricted shares.
(II) on December 17, 2021, the company published Beijing Tricolor Technology Co.Ltd(603516) announcement on repurchase and cancellation of partial restricted shares and capital reduction and notice to creditors on the website of Shanghai Stock Exchange and other designated information disclosure media, notifying creditors of the cancellation of this Repurchase: "in accordance with the company law of the people's Republic of China (hereinafter referred to as" the company law ") and other relevant laws According to the regulations, the company hereby notifies the creditors that the creditors have the right to require the company to pay off the debts or provide corresponding guarantee within 45 days from the date of this announcement. If the creditor fails to exercise the above rights within the specified time limit, the cancellation of this repurchase will continue to be implemented in accordance with legal procedures. " According to the statement issued by the company, the company has not received any request from any creditor to pay off debts or provide corresponding guarantee within 45 days from the date of disclosure of the above announcement.
Based on the above, the exchange believes that as of the issuance date of this legal opinion, the company has fulfilled the necessary decision-making procedures and information disclosure obligations for the cancellation of this repurchase, which is in line with the relevant provisions of the management measures and the incentive plan.
2、 Basic information of this repurchase cancellation
(I) reasons for cancellation of this repurchase
According to the relevant provisions of "II. Scope of incentive objects" in Chapter IV of the company's incentive plan, "the incentive objects of this plan do not include independent directors, supervisors, shareholders or actual controllers who individually or jointly hold more than 5% of the company's shares and their spouses, parents and children"; Relevant provisions of Chapter VIII "II. Handling of changes in the personal situation of incentive objects" (II) If the incentive object resigns due to resignation, layoffs or expiration of the labor contract, the stock options granted to the incentive object but not yet exercised shall not be exercised and shall be cancelled by the company. The restricted shares granted to the incentive object but not yet lifted shall not be lifted and shall be repurchased and cancelled by the company at the grant price. "
According to the relevant meeting documents of the company, the resignation procedure documents such as the resignation certificate of incentive objects provided by the company and the instructions of the company, five incentive objects in the incentive plan have resigned, and three of them are no longer qualified as incentive objects because they serve as supervisors of the company. According to the above provisions of the incentive plan, Repurchase and cancel the restricted shares granted but not lifted.
(II) the number and repurchase price of some restricted shares cancelled in this repurchase
According to the proposal on repurchase and cancellation of some restricted shares deliberated and adopted at the fifth meeting of the third board of directors of the company and the description of the company, it is agreed that the company repurchases and cancels a total of 205800 restricted shares held by 5 outgoing incentive objects and 3 incentive objects serving as supervisors, which have been granted but not lifted.
According to the proposal on adjusting the restricted stock repurchase price and stock option exercise price of stock option and restricted stock incentive plan in 2019 deliberated and adopted at the 24th Meeting of the second board of directors of the company The announcement on adjusting the repurchase price of restricted shares and the exercise price of stock options under the 2019 stock option and restricted stock incentive plan (Announcement No.: 2021-044), the proposal on repurchase and cancellation of some restricted shares deliberated and adopted at the fifth meeting of the third board of directors of the company and the company's explanation, The repurchase price of the above restricted shares granted but not lifted is 11.96 yuan / share.
(III) repurchase cancellation arrangement
According to the confirmation of securities account opening issued by China Securities Depository and Clearing Co., Ltd. and the company's instructions, the company has opened a special securities account for repurchase in Shanghai Branch of China Securities Depository and Clearing Co., Ltd. and submitted the relevant application for the cancellation of this repurchase to Shanghai Branch of China Securities Depository and Clearing Co., Ltd, It is expected that the repurchase cancellation will be completed on February 15, 2022.
Based on the above, the exchange believes that the reason, quantity, repurchase price and repurchase cancellation arrangement of this repurchase are in line with the relevant provisions of the administrative measures and the incentive plan.
3、 Conclusion
To sum up, the exchange believes that as of the date of issuance of this legal opinion, the company has fulfilled the necessary decision-making procedures and information disclosure obligations for the cancellation of this repurchase, which is in line with the relevant provisions of the management measures and the incentive plan; The reason, quantity, price and arrangement of this repurchase cancellation comply with the relevant provisions of the administrative measures and the incentive plan; The company still needs to go through the procedures of reducing the registered capital and canceling the registration of shares in accordance with the provisions of the company law and other laws and regulations, and perform the corresponding information disclosure obligations in accordance with the law.
This legal opinion is made in triplicate.
(there is no text below, which is the page of signature and seal)
(there is no text on this page, which is the signature and seal page of the legal opinion of Beijing Jindu law firm on the repurchase and cancellation of some restricted shares under the Beijing Tricolor Technology Co.Ltd(603516) 2019 stock option and restricted stock incentive plan)
Handling lawyer of Beijing Jindu law firm:
Xie Yuanxun
Wang Kun
Person in charge:
Wang Ling
February 10, 2002
