Beijing Anjie (Shanghai) law firm
about
Beijing Creative Distribution Automation Co.Ltd(002350) International Human Resources Co., Ltd
Matters related to repurchase and cancellation of some restricted shares under the restricted stock incentive plan in 2019
of
Legal opinion
February, 2002
About Beijing Creative Distribution Automation Co.Ltd(002350) International Human Resources Co., Ltd
2019 restricted stock incentive plan
Matters related to repurchase and cancellation of some restricted shares
Legal opinion
To: Beijing Creative Distribution Automation Co.Ltd(002350) International Human Resources Co., Ltd
Beijing Anjie (Shanghai) law firm (hereinafter referred to as "the firm") has accepted the entrustment of Beijing Creative Distribution Automation Co.Ltd(002350) International Human Resources Co., Ltd. (hereinafter referred to as "the company" or " Beijing Career International Co.Ltd(300662) ") on the basis of the measures for the administration of equity incentive of listed companies (hereinafter referred to as "the measures") and other relevant laws and regulations This legal opinion is issued in the normative documents and the 2019 restricted stock incentive plan of Beijing Creative Distribution Automation Co.Ltd(002350) International Human Resources Co., Ltd. (hereinafter referred to as the "incentive plan" or "this incentive plan") to repurchase and cancel the restricted shares granted to some incentive objects but not lifted (hereinafter referred to as "this repurchase and cancellation").
For this legal opinion, our lawyer declares as follows:
(I) in accordance with the securities law of the people's Republic of China, the measures for the administration of law firms engaging in securities legal business, the rules for the practice of securities legal business of law firms (for Trial Implementation) and other provisions, as well as the facts that have occurred or exist before the date of issuance of this legal opinion, our 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.
(II) we have obtained Beijing Career International Co.Ltd(300662) the following guarantee: Beijing Career International Co.Ltd(300662) has provided our lawyers with all the documents necessary for issuing this legal opinion. All documents are true, complete, legal and valid. The copies or copies of all documents are consistent with the original or the original, and the signatures and seals on all documents are true; And all facts and documents sufficient to affect the legal judgment made by our lawyers have been disclosed without any concealment, misleading or omission.
(III) the exchange only expresses opinions on the legal matters related to the repurchase and cancellation of the company, but does not express opinions on the accounting, audit and other professional matters involved in the repurchase and cancellation of the company. The exchange and the handling lawyer do not have the legal qualification to check and judge these professional matters. The statements and data related to such professional matters or the references to the contents of professional reports such as accounting reports and audit reports in this legal opinion by the firm and the handling lawyer do not mean that the firm and the handling lawyer make any express or implied guarantee for the authenticity and effectiveness of these references.
This legal opinion is only for the purpose of this repurchase cancellation and shall not be used for any other purpose.
Our lawyer agrees to take this legal opinion as a necessary legal document for Beijing Career International Co.Ltd(300662) This repurchase cancellation, announce and disclose it together with other materials, and bear the responsibility for the legal opinion issued in accordance with the law.
In accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, and on the basis of full verification and verification of the relevant documents and facts provided by the company, our lawyers issue the following legal opinions:
1、 Approval and authorization of this repurchase cancellation
After verification by our lawyers, as of the date of issuance of this legal opinion, the company has obtained the following approval and authorization for the cancellation of this Repurchase:
On February 17, 2022, the seventh meeting of the third board of directors and the sixth meeting of the third board of supervisors respectively deliberated and approved the proposal on adjusting the repurchase price of the company's 2019 restricted stock incentive plan and the proposal on repurchase and cancellation of some granted but unlocked restricted stocks. On the same day, the independent directors of the company expressed their independent opinions on relevant matters.
Therefore, our lawyers believe that as of the date of issuance of this legal opinion, this repurchase cancellation has obtained the necessary approval and authorization at this stage, performed the corresponding procedures, and complied with the relevant provisions of the administrative measures and other laws, regulations, normative documents and the incentive plan; The cancellation of this repurchase needs to be submitted to the general meeting of shareholders of the company for deliberation and approval.
2、 Cancellation of this repurchase
(I) reasons for cancellation of this repurchase
1. Resignation
According to the provisions of "(II) resignation of the incentive object" in "II. Handling of changes in the personal situation of the incentive object" of "chapter XIV handling of the incentive plan in case of changes in the company / incentive object" of the incentive plan, if the contract expires and the incentive object does not renew the contract or the incentive object resigns voluntarily, the restricted shares will not be handled, Restricted shares that have been granted but have not been lifted shall not be lifted, and the company shall repurchase and cancel them at the grant price. According to the relevant documents provided by the company, the two original incentive objects of the first grant part and the two original incentive objects of the reserved grant part in this incentive plan are no longer qualified as incentive objects due to their resignation. The company will buy back the restricted shares granted but not lifted at the grant price and cancel them.
2. Personal performance assessment fails to meet the standard
According to the provisions of "(IV) performance evaluation requirements at the individual level of the incentive object" in "II. Conditions for lifting restrictions on restricted shares" of "Chapter IX conditions for granting and lifting restrictions on restricted shares" of the incentive plan, the limit that can be lifted by individuals in the current year = the limit that individuals plan to lift in the current year × Lifting the restriction coefficient: on the premise that the company's performance objectives are achieved, if the individual evaluation results of the incentive object in the previous year are more than qualified, the incentive object will lift the restriction on the sale of the restricted shares granted to it in accordance with the proportion specified in the incentive plan; If the individual evaluation result of the incentive object in the previous year is unqualified, the restricted shares that can be lifted in the corresponding assessment year shall not be lifted, and the restricted shares that cannot be lifted by the incentive object shall be repurchased and cancelled by the company according to the grant price.
According to the relevant documents provided by the company, if the personal performance appraisal results of the two incentive objects granted for the first time and the three incentive objects reserved for grant in the incentive plan in the previous year did not reach excellence, the company will repurchase the restricted shares granted to the above incentive objects but not lifted at the grant price and cancel them.
(II) price adjustment and repurchase quantity of this repurchase cancellation
Since the company has implemented the profit distribution plan for the half year of 2021 on November 2, 2021, the cash dividend of RMB 0.95 (including tax) will be distributed to all shareholders for every 10 shares based on the total share capital of 196887795 shares of the company on June 30, 2021. This distribution will not give bonus shares and will not involve the conversion of reserve funds into share capital.
According to the provisions of "Chapter XV repurchase and cancellation of restricted shares" in the incentive plan, after the restricted shares granted to the incentive object are registered, if the company has matters such as capital reserve converted into share capital, distribution of voting dividends, division of shares, allotment or reduction of shares, dividend distribution, etc, The company shall repurchase the restricted shares granted to the incentive object but not yet lifted the restriction on sales and the company's shares obtained based on this part of restricted shares according to the adjusted quantity. If the repurchase price and quantity need to be adjusted according to the plan, they shall be adjusted accordingly according to the following methods.
1. Dividends
P＝P0-V
Where: P0 is the grant price before adjustment; V is the dividend per share; P is the adjusted repurchase price. After dividend adjustment, P must still be greater than 1. If the cash dividends obtained by the incentive object due to the restricted shares granted are collected by the company, they shall be paid to the incentive object as dividends payable when the restricted shares are lifted, and the repurchase price of the restricted shares that have not been lifted will not be adjusted.
Therefore, the company will buy back 28920 restricted shares granted to some incentive objects for the first time but not yet lifted the restriction at the price of 14.928 yuan / share and cancel them; Buy back 21760 restricted shares that have been granted to some incentive objects but have not been lifted at the price of 29.585 yuan / share and cancel them.
(III) capital source of this repurchase cancellation
According to the relevant documents provided by the company, the total price of the repurchase cancellation of the company is 1075487.36 yuan, and the capital source of the repurchase of restricted shares is its own funds. The cancellation of this repurchase will not affect the company's sustainable operation ability, have a significant impact on the company's financial status and operating performance, and will not affect the enthusiasm and stability of the company's management team.
Therefore, our lawyers believe that the reasons for the cancellation of this repurchase, the repurchase quantity, the determination of the repurchase price and the source of funds of the company are in line with the relevant provisions of the management measures and other laws, regulations, normative documents and the incentive plan; The cancellation of this repurchase will not affect the company's sustainable operation ability, have a significant impact on the company's financial status and operating performance, and will not affect the enthusiasm and stability of the company's management team.
3、 Concluding observations
In conclusion, our lawyers believe that as of the date of issuance of this legal opinion, the repurchase cancellation has obtained the necessary approval and authorization at this stage and performed the corresponding procedures; The reasons for the cancellation of this repurchase, the repurchase quantity, the determination of the repurchase price and the source of funds are in line with the relevant provisions of the administrative measures and other laws, regulations, normative documents and the incentive plan; The cancellation of this repurchase will not affect the company's sustainable operation ability, have a significant impact on the company's financial status and operating performance, and will not affect the enthusiasm and stability of the company's management team. The cancellation of this repurchase needs to be submitted to the general meeting of shareholders of the company for deliberation and approval.
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(there is no text on this page, which is the signature page of the legal opinion of Beijing Anjie (Shanghai) law firm on matters related to the repurchase and cancellation of some restricted shares under the 2019 restricted stock incentive plan of Beijing Creative Distribution Automation Co.Ltd(002350) International Human Resources Co., Ltd.)
This legal opinion is issued on February 17, 2022 in duplicate without duplicate.
Beijing Anjie (Shanghai) law firm (seal)
Person in charge: Handling lawyer:
Cai hang, Xu Tao
Zheng Hao
