Beijing Anjie (Shanghai) law firm
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Guizhou Taiyong-Changzheng Technology Co.Ltd(002927)
2019 stock option and restricted stock incentive plan
Matters related to the cancellation of some stock options and the repurchase and cancellation of some restricted shares
Legal opinion
February, 2002
About Guizhou Taiyong-Changzheng Technology Co.Ltd(002927)
2019 stock option and restricted stock incentive plan
Matters related to the cancellation of some stock options and the repurchase and cancellation of some restricted shares
Legal opinion
To: Guizhou Taiyong-Changzheng Technology Co.Ltd(002927)
Beijing Anjie (Shanghai) law firm (hereinafter referred to as “the firm”) accepts the entrustment of Guizhou Taiyong-Changzheng Technology Co.Ltd(002927) (hereinafter referred to as “the company” or ” Guizhou Taiyong-Changzheng Technology Co.Ltd(002927) “), Matters related to the cancellation of some stock options and the repurchase and cancellation of some restricted shares by the company in accordance with the administrative measures for equity incentive of listed companies (hereinafter referred to as the “administrative measures”) and the Guizhou Taiyong-Changzheng Technology Co.Ltd(002927) 2019 stock option and restricted stock incentive plan (hereinafter referred to as the “incentive plan” or “this incentive plan”) (hereinafter referred to as “this cancellation”) Issue this legal opinion.
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 the following guarantee from Guizhou Taiyong-Changzheng Technology Co.Ltd(002927) : Guizhou Taiyong-Changzheng Technology Co.Ltd(002927) provided our lawyers with all the documents necessary for issuing this legal opinion. All the documents are true, complete, legal and valid. The copies or copies of all the documents are consistent with the original or the original, and the signatures and seals on all the 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) our lawyers only express opinions on the legal matters related to the cancellation of the company, but do not express opinions on the accounting, audit and other professional matters involved in the cancellation of the company. Our office and the handling lawyers 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 cancellation and shall not be used for any other purpose.
Our lawyer agrees to take this legal opinion as a necessary legal document for Guizhou Taiyong-Changzheng Technology Co.Ltd(002927) this 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 cancellation
After verification by our lawyers, as of the date of issuance of this legal opinion, the approvals and authorizations obtained for this cancellation are as follows:
On February 23, 2022, the fourth meeting of the third board of directors and the fourth meeting of the third board of supervisors respectively deliberated and adopted the proposal on Canceling Part of the granted stock options and the proposal on repurchasing and canceling part of the granted restricted shares. 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, the cancellation has obtained the necessary approval and authorization at this stage, performed the corresponding procedures, and complied with the relevant provisions of the management measures and other laws, regulations, normative documents and the incentive plan; The repurchase and cancellation of some restricted shares need to be submitted to the general meeting of shareholders of the company for deliberation and approval.
2、 Current cancellation
(I) cancellation of stock options
1. Incentive object resignation
According to the provisions of “(II) resignation of the incentive object” in “II. Handling methods for changes in the personal situation of the incentive object” of “Chapter VIII handling of the incentive plan in case of changes in the company / incentive object” of the incentive plan, if the incentive object’s contract expires and does not renew or voluntarily resign, its exercised shares will not be handled, Stock options granted but not exercised shall not be exercised and shall be cancelled by the company.
According to the relevant documents provided by the company, the two original incentive objects in the company’s incentive plan have resigned for personal reasons and are no longer qualified as incentive objects. The company will cancel 136500 stock options granted but not exercised by the above incentive objects.
2. The incentive object fails to exercise its rights
According to the provisions of “I. stock option incentive plan” (V) validity period, authorization date, waiting period, vesting date and lock up period of stock option incentive plan “in” Chapter V specific contents of this incentive plan “of the incentive plan, after the end of each exercise period of stock option, the current stock option of the incentive object that has not been exercised shall be terminated and the company will cancel it.
According to the relevant documents provided by the company, the first exercise period of the company’s incentive plan has expired on February 10, 2022, and the incentive objects have not exercised their rights. The company will cancel 7527 unexercised stock options in accordance with the provisions of the incentive plan.
Therefore, the company will cancel a total of 889200 above-mentioned stock options.
(II) repurchase and cancellation of restricted shares
According to the provisions of “(II) resignation of the incentive object” in “II. Treatment methods for changes in the personal situation of the incentive object” of “Chapter VIII handling of the incentive plan in case of changes in the company / incentive object” of the incentive plan, if the incentive object’s contract expires and does not renew or voluntarily resign, the restricted shares that have been lifted 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 10 original incentive objects in the company’s incentive plan have resigned for personal reasons and are no longer qualified as incentive objects. The company will repurchase and cancel the restricted shares held by the above 10 original incentive objects at the grant price, which have been granted but have not been lifted.
In view of the fact that the company implemented the 2019 annual equity distribution plan on June 4, 2020, taking the total share capital of the company 172069000 shares as the base, the company distributed a cash dividend of RMB 2.15 (including tax) for every 10 shares to all shareholders registered on the equity registration date (implementation of the distribution plan), and increased 3 shares for every 10 shares to all shareholders with the capital reserve, Cash dividends received by incentive objects have been collected by the company; The company implemented the 2020 annual equity distribution plan on June 4, 2021. Taking the total share capital of the company as 223663700 shares, the company distributed cash dividends of RMB 1.20 (including tax) for every 10 shares to all shareholders registered on the equity registration date (implementation of the distribution plan). The cash dividends received by incentive objects have been collected by the company.
According to the relevant provisions of 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 stock 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. Repurchase quantity
(1) Conversion of capital reserve into share capital, distribution of stock dividends and stock splitting
Q＝Q0 × (1＋n)
Where: Q0 is the number of restricted stocks before adjustment; N is the ratio of capital reserve per share converted into share capital, dividend distribution and stock subdivision (i.e. the number of shares increased after conversion, share distribution or subdivision of each share); Q is the adjusted number of restricted shares.
2. Repurchase price
(1) Conversion of capital reserve into share capital, distribution of stock dividends and stock splitting
P＝P0÷(1＋n)
Where: P0 is the grant price before adjustment; N is the ratio of capital reserve per share converted into share capital, dividend distribution and share splitting; P is the adjusted repurchase price.
Therefore, the number of restricted shares held by the above 10 original incentive objects that have been granted but have not been lifted will be adjusted from 112700 shares to 146510 shares, and the repurchase price will be adjusted from 10.04 yuan / share to 7.723077 yuan / share.
Therefore, the company will repurchase 146510 shares of restricted shares held by the above 10 original incentive objects that have been granted but have not been lifted at the price of 7.723077 yuan / share and cancel them.
(III) capital source of this repurchase of restricted shares
According to the relevant documents provided by the company, the source of funds for the repurchase of restricted shares is the company’s own funds. This cancellation will not have a material impact on the company’s financial situation and operating results, nor will it affect the diligence of the company’s management team.
Therefore, our lawyers believe that the reasons for the cancellation of the company, the number of repurchase and cancellation of restricted shares and cancelled stock options, the determination of the repurchase price of restricted shares 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; This cancellation will not have a material impact on the company’s financial status and operating results, nor will it affect the diligence 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 cancellation has obtained the necessary approval and authorization at this stage and performed the corresponding procedures; The reasons for this cancellation, the number of restricted shares repurchased and cancelled, the determination of the repurchase price of restricted shares 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; This cancellation will not have a material impact on the company’s financial status and operating performance, nor will it affect the diligence of the company’s management team; The repurchase and cancellation of some restricted shares need 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 Guizhou Taiyong-Changzheng Technology Co.Ltd(002927) 2019 stock option and restricted stock incentive plan cancellation of some stock options and repurchase cancellation of some restricted shares)
This legal opinion is issued on February 23, 2022 in duplicate without duplicate.
Beijing Anjie (Shanghai) law firm (seal)
Person in charge: Handling lawyer:
Cai hang, Xu Tao
Zheng Hao
