Beijing zhongzi law firm
Matters related to the Jade Bird Fire Co.Ltd(002960) equity incentive plan’s repurchase and cancellation of some restricted shares that have been granted but not yet lifted, and the cancellation of some stock options that have been granted but not yet exercised
Legal opinion
To: Jade Bird Fire Co.Ltd(002960)
Beijing zhongzi law firm (hereinafter referred to as “the firm”) has accepted the entrustment of Jade Bird Fire Co.Ltd(002960) (hereinafter referred to as ” Jade Bird Fire Co.Ltd(002960) ” or “the company”) to act as the special legal adviser for Jade Bird Fire Co.Ltd(002960) to implement the first phase of 2020 stock option and restricted stock incentive plan (hereinafter referred to as “the equity incentive plan”). In accordance with the relevant laws and regulations and the articles of association of Jade Bird Fire Co.Ltd(002960) (hereinafter referred to as the “articles of association”), and in accordance with the business standards, ethics and diligence recognized by the lawyer industry, This legal opinion is issued on matters related to the Jade Bird Fire Co.Ltd(002960) second repurchase cancellation part of the granted but not yet lifted restricted shares (hereinafter referred to as “this repurchase cancellation”) and the third cancellation part of the granted but not yet exercised stock options (hereinafter referred to as “this cancellation”).
Part I lawyer’s statement
As a law firm registered and qualified in China, the firm is qualified to provide legal opinions under this legal opinion on the understanding and application of Chinese laws, administrative regulations and normative documents.
In accordance with the provisions of relevant laws and regulations and the facts that have occurred or exist before the date of issuance of this legal opinion, the firm and the signing lawyer have strictly performed their legal 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 the concluding opinions issued are legal and accurate, There are no false records, misleading statements or major omissions, and they shall bear corresponding legal liabilities.
As of the date of issuance of this legal opinion, neither the firm nor the signing lawyer holds the shares of Jade Bird Fire Co.Ltd(002960) , and there is no other relationship with Jade Bird Fire Co.Ltd(002960) that may affect the fair performance of duties.
Our lawyers only express opinions on the legal issues related to this repurchase cancellation and this cancellation, and do not express opinions on the accounting, finance and other non legal professional matters involved in the company’s equity incentive plan. The quotation of relevant financial data or conclusions in this legal opinion does not mean that the exchange makes any express or implied guarantee for the authenticity and accuracy of these data or conclusions. The institute does not have the appropriate qualification to verify and evaluate such data and conclusions.
The issuance of this legal opinion has been guaranteed by Jade Bird Fire Co.Ltd(002960) as follows: Jade Bird Fire Co.Ltd(002960) has provided us with all factual documents necessary for the issuance of this legal opinion. All documents are true, complete, legal and valid. 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.
This legal opinion is only for the purpose of Jade Bird Fire Co.Ltd(002960) This repurchase cancellation and this cancellation. Without the written consent of the exchange and the signing lawyer, it shall not be used for any other purpose, or quoted and relied on by any other person.
Our lawyer agrees to report or publicly disclose this legal opinion as a necessary legal document for Jade Bird Fire Co.Ltd(002960) implementing this repurchase cancellation and this cancellation together with other application materials.
The second part is the main body
1、 Approval and relevant authorization of this equity incentive plan
(I) on May 15, 2020, Jade Bird Fire Co.Ltd(002960) held the 2019 annual general meeting of shareholders, deliberated and approved the proposal on the company’s first stock option and restricted stock incentive plan in 2020 (Revised Draft) and its summary, and the proposal on the measures for the implementation and assessment of the company’s first stock option and restricted stock incentive plan in 2020 (Revised Draft), Approved the equity incentive plan.
(II) Jade Bird Fire Co.Ltd(002960) the 2019 annual general meeting of shareholders deliberated and approved the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive, which authorized the board of directors to be responsible for the specific implementation of equity incentive plan, Among them, the matters related to the exercise / lifting of restrictions on sales are as follows: “… (9) Authorize the board of directors to handle the change and termination of this incentive plan in accordance with the provisions of the company’s phase I stock option and restricted stock incentive plan in 2020, including but not limited to canceling the exercise or lifting the restriction qualification of the incentive object, canceling the stock option of the incentive object that has not been exercised, and canceling the repurchase of the restricted stock of the incentive object that has not been lifted… “
2、 Cancellation of this repurchase
(I) reasons for cancellation of this repurchase
Article 2 of Chapter VIII of the Jade Bird Fire Co.Ltd(002960) 2020 first issue stock option and restricted stock incentive plan (Revised Draft) (hereinafter referred to as “incentive plan (Revised Draft)” “treatment of changes in the personal situation of incentive objects” stipulates: “The incentive object leaves the company due to resignation, layoffs, expiration of labor contract and other reasons… The restricted shares granted to the incentive object but not lifted shall not be lifted, and the company shall repurchase and cancel them at the grant price plus the deposit interest of the bank in the same period.”
One of the restricted stock incentive objects granted by the company for the first time in the incentive plan leaves the company through consultation, which has not met the incentive conditions, Jade Bird Fire Co.Ltd(002960) will cancel all 419721 restricted shares granted but not lifted.
(II) procedures for cancellation of this repurchase
On February 25, 2022, according to the authorization of the 2019 annual general meeting of shareholders, Jade Bird Fire Co.Ltd(002960) the 66th meeting of the third board of directors deliberated and adopted the proposal on repurchasing and canceling some restricted shares granted but not lifted. The independent directors expressed their independent opinions on this.
(III) quantity, repurchase price and adjustment of restricted shares cancelled in this repurchase
According to the resolution of the 52nd meeting of the third board of directors of the company, in view of the implementation of the equity distribution plan of the company in 2020, the company agreed to adjust the repurchase / grant price of restricted shares granted for the first time in the first phase of 2020 stock option and restricted stock incentive plan to 8.49 yuan / share.
Article 2 of Chapter VIII of the incentive plan (Revised Draft) “treatment of changes in the personal situation of incentive objects” stipulates: “The incentive object leaves the company due to resignation, layoffs, expiration of labor contract and other reasons… The restricted shares granted to the incentive object but not lifted shall not be lifted, and the company shall repurchase and cancel them at the grant price plus the deposit interest of the bank in the same period.”
Therefore, the number of restricted shares cancelled in this repurchase is 419721 shares, and the repurchase price of this repurchase cancellation is 8.49 yuan / share, plus the bank deposit interest in the same period on the date when the board of directors of the company implements this repurchase cancellation.
3、 Current cancellation
(I) reasons for cancellation
Article 2 of Chapter VIII of the incentive plan (Revised Draft) “treatment of changes in the personal situation of the incentive object” stipulates: “if the incentive object leaves the company due to resignation, layoffs of the company, expiration of labor contract and other reasons, the stock options granted to the incentive object but not exercised shall not be exercised and shall be cancelled by the company…”
The company granted stock options for the first time in this incentive plan. One incentive object resigned for personal reasons, which has not met the incentive conditions, Jade Bird Fire Co.Ltd(002960) will cancel all 75550 stock options granted but not exercised.
(II) procedures performed for this cancellation
On February 25, 2022, according to the authorization of the 2019 annual general meeting of shareholders, Jade Bird Fire Co.Ltd(002960) the 66th meeting of the third board of directors deliberated and adopted the proposal on canceling some granted but not exercised stock options. The independent directors expressed their independent opinions on this.
(III) number of stock options cancelled this time
According to the resolution of the 66th meeting of the third board of directors of the company, the company agreed to cancel all 75550 stock options granted but not exercised by one incentive object.
4、 Concluding observations
This repurchase cancellation complies with relevant laws and regulations and the provisions of the incentive plan (Revised Draft), which is legal and effective. The company still needs to perform corresponding legal procedures for the cancellation of this repurchase and the change of share capital caused by this repurchase. This cancellation complies with relevant laws and regulations and the provisions of the incentive plan (Revised Draft), which is legal and effective.
(there is no text below this page, followed by 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 zhongzi law firm on the repurchase and cancellation of part of the restricted shares granted but not lifted under the Jade Bird Fire Co.Ltd(002960) equity incentive plan and the cancellation of part of the stock options granted but not exercised)
Beijing zhongzi law firm
(seal)
person in charge:
Lin Bonan
Attorney in charge:
Jiang Hongyi
Liu Suyi
specific date
