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Beijing Jingtian Gongcheng law firm
About Zhejiang Talent Television & Film Co.Ltd(300426)
Repurchase and cancellation of some equity incentive restricted shares
Legal opinion
To: Zhejiang Talent Television & Film Co.Ltd(300426)
The exchange accepts the entrustment of Zhejiang Talent Television & Film Co.Ltd(300426) (hereinafter referred to as “the company” or ” Zhejiang Talent Television & Film Co.Ltd(300426) “), in accordance with the company law of the people’s Republic of China (hereinafter referred to as “the company law”) and the securities law of the people’s Republic of China (hereinafter referred to as “the securities law”) The administrative measures for equity incentive of listed companies (revised in 2018) (hereinafter referred to as the “administrative measures”) and other relevant laws, regulations and normative documents, as well as the Zhejiang Talent Television & Film Co.Ltd(300426) 2019 restricted stock incentive plan (Draft) (hereinafter referred to as the “first phase of 2019 incentive plan”) In accordance with the relevant provisions of Zhejiang Talent Television & Film Co.Ltd(300426) 2019 phase II restricted stock incentive plan (Draft) (hereinafter referred to as “2019 phase II incentive plan”), this legal opinion is issued on matters related to the repurchase and cancellation of some restricted shares by the company.
For the purpose of issuing this legal opinion, our lawyers conducted legal review on the documents provided by the company and considered necessary for issuing this legal opinion, and inquired or discussed with relevant managers about the repurchase and cancellation of some restricted shares by the company.
Our lawyers express legal opinions in accordance with the laws, regulations and normative documents in force in China up to the date of issuance of this legal opinion, as well as the understanding of the relevant facts involved in the company’s repurchase and cancellation of some restricted shares.
In order to issue this legal opinion, our lawyer hereby makes the following statement:
1. This legal opinion is based on the relevant facts that have occurred or existed before the date of issuance of this legal opinion and the current laws, regulations and normative documents in China, and is based on our understanding of the relevant facts and our understanding of the relevant laws, regulations and normative documents, For the fact that the issuance of legal opinions is very important and cannot be supported by independent evidence, the exchange relies on the supporting documents and oral confirmation issued by relevant government departments, companies or other relevant units;
2. The firm and the handling lawyer declare that as of the date of issuance of this legal opinion, neither the firm nor the handling lawyer holds shares in the company, and there is no other relationship with the company that may affect the fair performance of duties;
3. Our lawyers have strictly performed their statutory duties, followed the principles of diligence and good faith, and fully verified and verified the company’s repurchase and cancellation of some restricted shares, so as to ensure that there are no false records, misleading statements or major omissions in this legal opinion;
4. During the investigation for issuing this legal opinion, the company declares to the exchange that it has provided the true, accurate, complete and effective documents, materials or oral statements and explanations that the exchange considers necessary for issuing this legal opinion, and there are no concealment, falsehood and major omissions; The copy materials or copies provided by them are consistent and consistent with their original materials or originals; The signatures and seals on the documents and materials provided are true, and the legal procedures required for such signatures and seals have been performed and legally authorized; All oral statements and explanations are consistent with the facts that have occurred;
5. This legal opinion is only used by the company for the purpose of this repurchase and cancellation of some restricted shares, and shall not be used for any other purpose without the written consent of the exchange;
6. The exchange agrees to take this legal opinion as a necessary legal document for the company to repurchase and cancel some restricted shares, report it together with other application materials, and bear corresponding legal liabilities for this legal opinion according to law.
Based on the above, in accordance with the requirements of relevant laws, regulations and normative documents, and in accordance with the business standards, ethics and the spirit of diligence recognized by the Chinese lawyer industry, the exchange has verified and verified the relevant facts involved in the company’s repurchase and cancellation of some restricted shares, and issued this legal opinion as follows: 1 Approval and procedures for the repurchase and cancellation of some restricted shares by the company
1. On March 2, 2022, the company held the 24th Meeting of the 4th board of directors, which deliberated and adopted the proposal on repurchase and cancellation of some restricted shares. In view of the fact that the four incentive objects involved in the first phase of 2019 incentive plan implemented by the company have resigned for personal reasons and no longer have incentive qualification, all their restricted shares granted but not yet lifted shall be repurchased and cancelled; In addition, if the company’s performance in 2020 fails to meet the relevant conditions for the lifting of restrictions in the second lifting period specified in the incentive plan, the restricted shares corresponding to the second lifting period of the remaining 31 incentive objects shall be repurchased and cancelled. The company decides to repurchase and cancel a total of 3684300 restricted shares granted to the above 35 incentive objects but not lifted, The repurchase price is 3.41 yuan / share.
In view of the fact that the company’s performance in 2020 did not meet the conditions for lifting the restrictions on sales stipulated in the second phase incentive plan in 2019, the company decided to repurchase and cancel 2082600 restricted shares corresponding to the first lifting period of the six incentive objects in the second phase incentive plan in 2019, with a repurchase price of 3.48 yuan / share. 2. On March 2, 2022, the company held the 25th meeting of the 4th board of supervisors, which deliberated and adopted the proposal on repurchase and cancellation of some restricted shares. The board of supervisors agreed to repurchase and cancel some restricted shares this time.
3. On March 2, 2022, the independent directors of the company expressed independent opinions on matters related to the repurchase and cancellation of some restricted shares. All independent directors of the company believe that the repurchase and cancellation of restricted shares by the company is in line with the measures for the administration of equity incentive of listed companies, the Zhejiang Talent Television & Film Co.Ltd(300426) 2019 restricted stock incentive plan (Draft), and the measures for the administration of the examination of the implementation of Zhejiang Talent Television & Film Co.Ltd(300426) 2019 restricted stock incentive plan Relevant provisions such as Zhejiang Talent Television & Film Co.Ltd(300426) 2019 phase II restricted stock incentive plan (Draft), measures for the administration of the implementation and assessment of Zhejiang Talent Television & Film Co.Ltd(300426) 2019 phase II restricted stock incentive plan, and the reasons, quantity and price of repurchase are legal and effective, and the process is compliant. The above matters will not affect the continuous operation of the company or damage the interests of the company and all shareholders. The decision-making procedures of the board of directors of the company comply with the relevant provisions of laws and regulations and the articles of association. The affiliated directors Mr. Gu Yuanfeng and Mr. Jing Xufeng have avoided voting, and the resolutions formed at the meeting are legal and effective.
After verification, our lawyers believe that the repurchase and cancellation of some restricted shares has obtained the necessary approval and authorization at this stage, performed the corresponding procedures, and complied with the management measures and other laws, regulations and normative documents, as well as the relevant provisions of the first incentive plan in 2019 and the second incentive plan in 2019; 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、 The company’s repurchase and cancellation of some restricted shares this time
1. 2019 phase I incentive plan
On February 15, 2019, the company held the second extraordinary general meeting of shareholders in 2019, deliberated and approved the Zhejiang Talent Television & Film Co.Ltd(300426) 2019 restricted stock incentive plan (Draft) and its summary, the measures for the administration of the implementation and assessment of Zhejiang Talent Television & Film Co.Ltd(300426) 2019 restricted stock incentive plan Proposal on requesting the general meeting of shareholders to authorize the board of directors and other authorized persons to fully handle matters related to the company’s restricted stock incentive plan in 2019.
According to the relevant provisions of the 2019 incentive plan:
(1) The incentive object unilaterally proposes to terminate or terminate the labor contract or employment contract signed with the company. The restricted shares granted to the incentive object but not lifted shall be repurchased and cancelled by the company according to the grant price. (2) The assessment year for the lifting of sales restriction granted for the first time in the incentive plan is three fiscal years from 2019 to 2021, and the assessment year for the lifting of sales restriction reserved for grant is two fiscal years from 2020 to 2021, which is assessed once in each fiscal year. The performance assessment is divided into company level assessment and individual level performance assessment.
The annual performance assessment objectives at the company level are shown in the table below:
Performance evaluation objective of lifting the sales restriction arrangement
The net profit of the first lifting of the sales restriction period in 2019 shall not be less than 150 million yuan
First grant limit
In the second period of lifting the restrictions on sales, the net profit in 2020 will not be less than 200 million yuan
Institutional stock
In the third period of lifting the restrictions on sales, the net profit in 2021 shall not be less than 250 million yuan
The net profit of the first period of lifting the restrictions on sales reserved for grant in 2020 shall not be less than 200 million yuan
In the second period of lifting the restrictions on the sale of institutional shares, the net profit in 2021 will not be less than 250 million yuan
The calculation of the above “net profit” index is based on the audited net profit attributable to the shareholders of the listed company after deducting the non recurring profit and loss and excluding the cost impact of this and other incentive plans, the same below.
If the company level fails to meet the above performance assessment objectives, the restricted shares that can be lifted in the corresponding assessment year of all incentive objects shall not be lifted, and shall be repurchased and cancelled by the company, and the repurchase price shall be the grant price.
In view of the fact that the four incentive objects involved in the first phase of 2019 restricted stock incentive plan implemented by the company have resigned for personal reasons and are no longer eligible for incentive, all the restricted shares granted but not lifted shall be repurchased and cancelled; In addition, if the company’s performance in 2020 fails to meet the relevant conditions for the lifting of restrictions in the second lifting period specified in the incentive plan, the restricted shares corresponding to the second lifting period of the remaining 31 incentive objects shall be repurchased and cancelled. According to the relevant provisions of the first phase incentive plan in 2019, The company decided to buy back and cancel the 3684300 restricted shares granted to the above 35 incentive objects but not lifted, and the repurchase price is the grant price, i.e. 3.41 yuan / share.
2. 2019 phase II incentive plan
On October 9, 2019, the company held the eighth extraordinary general meeting of shareholders in 2019, The Zhejiang Talent Television & Film Co.Ltd(300426) 2019 phase II restricted stock incentive plan (Draft) and its summary, the measures for the administration of the implementation and assessment of Zhejiang Talent Television & Film Co.Ltd(300426) 2019 phase II restricted stock incentive plan, and the proposal on requesting the general meeting of shareholders to authorize the board of directors and other authorized persons to fully handle matters related to the company’s 2019 phase II restricted stock incentive plan were reviewed and adopted Proposal on granting restricted shares to Mr. Gu Yuanfeng, director, joint general manager and Secretary of the board of directors, etc.
According to the relevant provisions of the second phase of 2019 incentive plan:
(1) The assessment year for the lifting of sales restriction granted by the incentive plan is three fiscal years from 2020 to 2022, which is assessed once every fiscal year. The performance assessment is divided into company level assessment and individual level performance assessment. The annual performance assessment objectives at the company level are shown in the table below:
Performance evaluation objective of lifting the sales restriction arrangement
The net profit of the first lifting of the sales restriction period in 2020 shall not be less than 50 million yuan
In the second period of lifting the restrictions on sales, the net profit in 2021 will not be less than 100 million yuan
In the third period of lifting the restrictions on sales, the net profit in 2022 will not be less than 150 million yuan
The calculation of the above “net profit” index is based on the audited net profit attributable to the shareholders of the listed company after deducting the non recurring profit and loss and excluding the cost impact of this and other incentive plans, the same below.
If the company level fails to meet the above performance assessment objectives, the restricted shares that can be lifted in the corresponding assessment year of all incentive objects shall not be lifted, and shall be repurchased and cancelled by the company, and the repurchase price shall be the grant price.
In view of the fact that the company’s performance in 2020 did not meet the conditions for lifting the restrictions on sales stipulated in the second phase of 2019 restricted stock incentive plan, according to the relevant provisions of Zhejiang Talent Television & Film Co.Ltd(300426) 2019 second phase of restricted stock incentive plan (Draft), The company decided to repurchase and cancel 2082600 restricted shares corresponding to the first release period of the six incentive objects of the second phase of the restricted stock incentive plan in 2019. The repurchase price is the grant price, i.e. 3.48 yuan / share. 3、 Concluding observations
In conclusion, our lawyers believe that the repurchase and cancellation of some restricted shares 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 and normative documents, as well as the first incentive plan in 2019 and the second incentive plan in 2019; 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. The reason, quantity and price of the company’s repurchase and cancellation of some restricted shares this time comply with the provisions of the first incentive plan of 2019 and the second incentive plan of 2019.
This legal opinion is made in three originals, which shall come into force after being signed by the lawyer and sealed by the office.
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