On Xiamen Meiya Pico Information Co.Ltd(300188) cancellation of some stock options and repurchase of some restricted shares
Legal opinion
Tianheng united law firm
Tenet & Partners
16-17 / F, building a, Haiyi building, 666 Xiahe Road, Xiamen, China
Xiamen, Shanghai, Fuzhou, Quanzhou, Longyan
http://www.tenetlaw.com.
Tianheng united law firm, 16-17 / F, building a, Haiyi building, 666 Xiahe Road, Xiamen, China Tel: 86.592.5883666 Fax: 86.592.5881668 tenet & partners, Xiamen, Shanghai, Fuzhou, Quanzhou, Longyan
http://www.tenetlaw.com.
About Xiamen Meiya Pico Information Co.Ltd(300188)
Cancellation of part of stock options and repurchase of part of restricted shares
Legal opinion
2022 Tianheng (Yi) No. [030]
To: Xiamen Meiya Pico Information Co.Ltd(300188)
Entrusted by Xiamen Meiya Pico Information Co.Ltd(300188) , Fujian Tianheng united law firm appointed lawyers Huang Zhenzhen and Zhang Longxiang to issue special legal opinions on Xiamen Meiya Pico Information Co.Ltd(300188) cancellation of some stock options and repurchase and cancellation of some restricted shares.
According to the company law of the people's Republic of China, the securities law of the people's Republic of China, the measures for the administration of equity incentive of listed companies (revised in 2018), the self regulatory guide for companies listed on the gem of Shenzhen Stock Exchange No. 1 - business handling, and the notice on matters related to further improving the equity incentive of listed companies controlled by central enterprises In accordance with the provisions of laws, regulations, rules and normative documents such as the Trial Measures for the implementation of equity incentive by state-controlled listed companies (domestic), the notice on issues related to regulating the implementation of equity incentive system by state-controlled listed companies, and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, Our lawyers hereby issue this legal opinion on matters related to Xiamen Meiya Pico Information Co.Ltd(300188) cancellation of some stock options and repurchase and cancellation of some restricted shares.
introduction
1、 Interpretation
In this legal opinion, unless expressly stated or otherwise defined in the context, the following terms have the following specific meanings:
Company / Xiamen Meiya Pico Information Co.Ltd(300188) refers to Xiamen Meiya Pico Information Co.Ltd(300188)
Incentive plan refers to the 2019 stock option and restricted stock incentive plan (Draft) of Xiamen Xiamen Meiya Pico Information Co.Ltd(300188) Information Co., Ltd. approved by the company's 2018 annual general meeting of shareholders
This cancellation refers to Xiamen Meiya Pico Information Co.Ltd(300188) cancellation of 133390 stock options granted but not exercised by 65 incentive objects and repurchase cancellation of 233640 restricted shares granted but not lifted by 56 incentive objects
The Company Law refers to the company law of the people's Republic of China
Securities Law refers to the securities law of the people's Republic of China
The Administrative Measures refer to the administrative measures for equity incentive of listed companies
Regulatory guide No. 1 refers to the self regulatory guide No. 1 - business handling of companies listed on the gem of Shenzhen Stock Exchange
The "notice on relevant matters" refers to the "notice on matters related to further improving the equity incentive work of listed companies controlled by central enterprises" issued by the state owned assets supervision and Administration Commission of the State Council
The Trial Measures refer to the Trial Measures for the implementation of equity incentive by state-controlled listed companies (domestic) jointly issued by the state owned assets supervision and Administration Commission of the State Council and the Ministry of finance
The "notice on Relevant Issues" refers to the "notice on issues related to regulating the implementation of equity incentive system by state-owned holding listed companies" jointly issued by the state owned assets supervision and Administration Commission of the State Council and the Ministry of finance
The articles of association refers to the articles of association of Xiamen Xiamen Meiya Pico Information Co.Ltd(300188) Information Co., Ltd. in force
CSRC refers to the China Securities Regulatory Commission
Shenzhen stock exchange refers to Shenzhen Stock Exchange
This office refers to Fujian Tianheng united law firm
RMB / 10000 refers to RMB / 10000
In this legal opinion, except for complete reference, relevant data are rounded to two digits after the decimal point.
2、 Lawyer's statement
1. In accordance with the provisions of the company law, the securities law, the measures for the administration of law firms engaging in securities legal business, the rules for the practice of law firms engaging in securities legal business (for Trial Implementation), and 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.
2. The exchange has obtained the following guarantee from the company that the documents provided by the company and the statements and statements made by the company are accurate, complete, true and effective, and all situations and documents sufficient to affect the factual description and conclusion of this legal opinion have been disclosed to the exchange, without any false records, misleading statements and major omissions. All copies provided by the company are consistent with the original, and the signatures and seals on the documents are true, legal and valid.
3. 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 supporting documents issued by relevant competent government departments, companies or other relevant institutions to issue corresponding opinions.
4. The exchange only gives opinions on the legal issues related to the cancellation of the company, and does not give opinions on the accounting, finance and other non legal professional matters involved in the cancellation of the company.
5. Our lawyer agrees to take this legal opinion as a necessary legal document for the cancellation of the company, report / announce it together with other materials, and is willing to bear corresponding legal liabilities.
6. Our lawyers agree that the company shall quote the relevant contents of this legal opinion in the relevant documents prepared for the implementation of this cancellation, but the company shall not cause legal ambiguity or misinterpretation due to the above quotation. 7. This legal opinion is only used by the company for the purpose of this cancellation, and shall not be used for any other purpose without the written consent of the exchange.
8. This legal opinion shall come into force after being signed by the person in charge of the office and the handling lawyer and stamped with the seal of the office. The original of this legal opinion is made in quadruplicate without copies, and each original has the same legal effect.
Text
1、 Approval and authorization of this cancellation
(I) approval and authorization procedures performed for this cancellation
1. The 2018 annual general meeting of shareholders held by the company on April 18, 2019 deliberated and approved the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the equity incentive plan. The authority of the general meeting of shareholders to authorize the board of directors includes: authorizing the board of directors to review and confirm the exercise / removal of restricted sales qualification and exercise / removal of restricted sales conditions of incentive objects, And agree that the board of directors will authorize the remuneration and assessment committee to exercise this right; Authorize the board of directors to decide whether the incentive object can exercise / lift the sales restriction; Authorize the board of directors to handle all matters necessary for the incentive object to exercise its rights or lift the restriction on sales; Authorize the board of directors to handle the locking of stock options that have not been exercised / the restriction on the sale of restricted shares that have not been lifted; Authorize the board of directors to implement the change and termination of stock option and restricted stock incentive plan; Authorize the board of directors to manage and adjust the company's 2019 stock option and restricted stock plan; Authorize the board of directors to sign, execute and amend any agreement related to stock options and restricted stock incentive plans; Authorize the board of directors to handle other necessary matters required for the implementation of this restricted stock incentive plan, except for the powers to be exercised by the general meeting of shareholders as clearly stipulated in relevant documents.
2. The board of directors of the company held the sixth meeting of the Fifth Board of directors on February 22, 2022, deliberated and adopted the proposal on canceling some stock options and repurchasing and canceling some restricted shares. The directors attending the meeting believed that the board of directors of the company, in accordance with the relevant provisions of the incentive plan, It is proposed to cancel the stock options that have been granted but not exercised to 85 original incentive objects who do not meet the incentive conditions and apply for withdrawal from the incentive plan, and repurchase and cancel the restricted shares that have been granted but not lifted.
3. The board of supervisors of the company held the fifth meeting of the Fifth Board of supervisors on February 22, 2022, deliberated and approved the proposal on canceling some stock options and repurchasing and canceling some restricted shares. The supervisors attending the meeting believed that the company, in accordance with the measures for the administration of equity incentive of listed companies and the incentive plan of the company, For 85 original incentive objects who do not meet the incentive conditions and apply to withdraw from the incentive plan, the stock options that have been granted but not exercised and the restricted shares that have been granted but not lifted the restrictions on sales will be cancelled / repurchased and cancelled. The deliberation and decision-making procedures for the cancellation of some stock options and the repurchase and cancellation of some restricted shares comply with relevant regulations, and are legal and effective. Agree to cancel the stock options granted to the above original incentive objects that have not yet been exercised, and repurchase and cancel the restricted shares granted but not lifted.
4. Independent opinions of the company's independent directors on the cancellation of some stock options and the repurchase and cancellation of some restricted shares: after verification, the reasons and quantity of cancellation / repurchase cancellation, repurchase price and pricing basis, repurchase fund source and cancellation / repurchase cancellation procedures involved in this repurchase and cancellation are in line with the relevant provisions of the incentive plan. This matter will not affect the company's financial status and equity distribution, and there is no situation that damages the interests of the company and all shareholders. We agree to the cancellation of some stock options and the repurchase and cancellation of some restricted shares, and agree to submit the above proposal to the general meeting of shareholders for deliberation.
(II) procedures to be performed for this cancellation
The board of directors of the company held the sixth meeting of the Fifth Board of directors on February 22, 2022, deliberated and agreed to submit the proposal on canceling some stock options and repurchasing and canceling some restricted shares to the general meeting of shareholders of the company for deliberation. This cancellation still needs to be deliberated and approved by the general meeting of shareholders of the company.
Based on the above, our lawyers believe that as of the date of issuance of this legal opinion, in addition to the deliberation and approval of the general meeting of shareholders, the cancellation of the company has obtained the necessary approval and authorization at this stage, which is in line with the relevant provisions of the company law, the management measures, the regulatory guide No. 1, the articles of association and the incentive plan. 2、 Compliance of this cancellation
(I) cancellation of stock options granted but not yet exercised
1. Incentive objects involved in the cancellation of stock options
According to the verification of our lawyers, the incentive objects involved in the cancellation of stock options include Ye Jianchao, Huang Guobin, Li Jingjing, Gao Yaozong, Li Xinyao, Qiu Junyuan, Xu Tao, Chang Peng, Ma Dongya, Guo qiufei, Gao Yunfei, Zheng Fang, Yu Yonghan, Zhang Qi, Zhao Xiaofeng, Tang Cheng, Huang Zhirong, Wu Xiaonan, Shen LianBo, Lin Cai, Wu Wei, Wang Xiaoxiao, Zhang guixiong, Huang Nayi Chen Zhenguo, Zhao Yalin, Chen Yibin, Li Guoshi, Zhou Huasheng, Liu Xinxin, Wu Jinhai, Zhang Jianhui, Yin Qianxiang, Zhang Liangliang, ha Wenfei, Zhu Zhichen, Wei Wei, Zhao Chaofan, Zhang Gaoxiang, Su Xiaobo, Liu Yandong, Zhang Ting, Wang Yihong, Liu Wei, sun Yufeng, ye Zemin, Liu Jie, Wang yuecong, Yi Youguo, Xu Shuang, longguanshui, Huang Eric Jian, Wu Shixiong, Wang Yong Lin bin, Yan Huajian, Hu Longjie, Yang Zhiwei, Lin Liangping, Zhou qiuyong, Wang Mengya, Liu Wenxiang, Huang Hui, Huang Baiping and Lai Sulin, the 65 incentive objects belong to the scope of stock option grant incentive objects under the 2019 stock option and restricted stock incentive plan. The 65 incentive objects have been granted but not exercised a total of 133390 stock options, Among them, 109140 stock options were granted for the first time and 24250 stock options were reserved for grant.
2. Reason and quantity of this cancellation
According to the relevant materials provided by the company, the confirmation of the company and the appropriate verification of our lawyers, this note
