Beijing Chongguang law firm
Legal opinion on the extension of Unisplendour Corporation Limited(000938) first phase No. 1 Employee Stock Ownership Plan and the change of relevant contents
To: Unisplendour Corporation Limited(000938)
Entrusted by Unisplendour Corporation Limited(000938) (hereinafter referred to as Unisplendour Corporation Limited(000938) ), Beijing Chongguang law firm (hereinafter referred to as "the firm") appoints lawyer Guo Wei and lawyer Ma Jing (hereinafter referred to as "the firm") as special legal advisers on the extension of Unisplendour Corporation Limited(000938) phase I No. 1 Employee Stock Ownership Plan (hereinafter referred to as "phase I No. 1 Employee Stock Ownership Plan") and related changes, This legal opinion is issued on the extension of the first phase of No. 1 Employee Stock Ownership Plan and the change of relevant contents.
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") This legal opinion is issued in accordance with the guidance on the pilot implementation of employee stock ownership plan by listed companies (hereinafter referred to as the "guidance") and other relevant laws, regulations and normative documents issued by the China Securities Regulatory Commission (hereinafter referred to as the "CSRC") and the provisions of Unisplendour Corporation Limited(000938) company's articles of association.
statement
1、 The lawyers of our firm shall express legal opinions based on the facts that have occurred or existed before the date of issuance of this legal opinion, and based on their understanding of relevant facts and the current laws, regulations and other relevant provisions of China.
2、 Our lawyers have strictly performed their statutory duties, followed the principles of diligence and good faith, and fully verified the legality and compliance of the extension of the first phase of the Employee Stock Ownership Plan No. 1 and the changes of relevant contents, so as to ensure that there are no false records, misleading statements and major omissions in the legal opinion.
3、 Our lawyers agree to publicly disclose this legal opinion as a necessary legal document for the extension of the first phase of No. 1 Employee Stock Ownership Plan and the change of relevant contents, and bear corresponding legal liabilities for the published legal opinions.
4、 Unisplendour Corporation Limited(000938) assures our lawyers that they have provided authentic, complete, accurate and effective original written materials, copies or oral testimony necessary for the issuance of this legal opinion, and there is no falsehood, omission or concealment; The signatures and seals on the documents submitted to the exchange are true, and all copies and copies are consistent with the original.
5、 For the facts that are crucial and cannot be supported by independent evidence, our lawyers rely on the supporting documents issued by relevant government departments, Unisplendour Corporation Limited(000938) or other relevant institutions to issue this legal opinion. 6、 Our lawyers only express opinions on the legal issues related to the extension of the first phase of No. 1 Employee Stock Ownership Plan and the change of relevant contents, and do not express opinions on other matters.
7、 When reading this legal opinion, all chapters should be taken as a whole and should not be used alone, and our lawyer has not authorized any unit or individual to make any interpretation or explanation on this legal opinion.
8、 This legal opinion is only for the purpose of this extension of the first phase No. 1 ESOP and the change of relevant contents, and shall not be used for any other purpose.
text
1、 Relevant contents of the extension and change of the first phase No. 1 Employee Stock Ownership Plan
According to Unisplendour Corporation Limited(000938) first phase No. 1 ESOP holders' meeting and Unisplendour Corporation Limited(000938) eighth
On Amending Unisplendour Corporation Limited(000938) first phase No. 1 employee holding
Share plan (Draft) (subscription by non-public offering) and other relevant proposals, Unisplendour Corporation Limited(000938) to be
The relevant contents of this extension and change of the first phase No. 1 employee stock ownership plan are as follows:
Serial number before revision after revision
1 special tips
…… ……
6. The employee stock ownership plan entrusts Soochow Securities Co.Ltd(601555) shares with 6 The employee stock ownership plan originally entrusted Soochow Securities Co.Ltd(601555) Co., Ltd. to set up a special Soochow China Merchants Bank - Unisplendour Corporation Limited(000938) company to set up a special Soochow China Merchants Bank - Unisplendour Corporation Limited(000938) employee stock ownership plan. The Employee Stock Ownership Plan No. 1 directional asset management plan manages the employee stock ownership plan. The employee stock ownership plan. The employee stock ownership plan originally subscribed through the asset management plan and will subscribe for the non-public offering of the company through the asset management plan.
Non public offering of shares
... 8. The original renewal period of the ESOP is 72 months. Since the duration of the ESOP is 72 months, the shares of the listed company subscribed by the ESOP through this issuance shall be calculated from the date when the subject shares of the listed company are registered to the date when the asset management department completes the share registration and listing. Among them, it starts from the date under the name of the management plan. Among them, the lock up period of the employee holding the employee stock ownership plan to subscribe for shares of listed companies through the asset management plan is 36 months, and the lock up period of the employee holding non-public shares is 36 months, It shall be calculated from the date when the share plan completes the registration of the subject shares of the listed company through the shares of the listed company subscribed by this issuance to the registration procedures of asset management shares and is listed. Calculated from the date under the name of the employee stock ownership plan. Reviewed and approved by the plan holder meeting After the proposal of the board of directors on the distribution of employee stock ownership plan (No. 938) is approved, it will not meet the requirements of the company's stock ownership plan in the first period (the proposal on the distribution of employee stock ownership plan, etc.) and will not be implemented), The implementation of the employee stock ownership plan is extended, and the duration is extended for 24 months on the basis of the original termination date, that is, the renewal period is changed to 96 months. After the extension of the employee stock ownership plan, the lock-in period will not be added.
……
11. After the implementation of the employee stock ownership plan, the equity distribution of the company will not meet the requirements of listing conditions.
12. Upon deliberation and approval of the meeting of the holders of the employee stock ownership plan and the board of directors of the company, the notice on Amending the first phase No. 1 Employee Stock Ownership Plan of Unisplendour Corporation Limited(000938) Co., Ltd. (Draft) (closed)
After the proposal on issuance (subscription) and other relevant proposals, the ESOP is changed to self-management by the company.
6. Duration, lock-in period and release period 6. Duration, lock-in period and release period
(I) duration of ESOP (I) duration of ESOP
The duration of the employee stock ownership plan is 72 months. The original duration of the employee stock ownership plan is 72 months, which is calculated from the date when the subject shares announced by the listed company are registered under the name of the asset management plan of the listed company subscribed by the capital employee stock ownership plan through this offering. The number of shares shall be calculated from the date when the share registration formalities are completed and listed. After being deliberated and approved by the board of directors and the ESOP holders' meeting of the company and approved by the board of directors of the company, The duration of the employee stock ownership plan can be considered and approved by the meeting after the proposal on Amending Unisplendour Corporation Limited(000938) first phase 1 to extend the employee stock ownership plan (Draft) (non-public Development Bank recognition (II) Employee Stock Ownership Plan purchased through asset management plan) and other relevant proposals are passed, The lock-in period of the subject stock purchased by the employee stock ownership plan shall be extended, and the duration shall be extended by 24 months on the basis of the original termination date. The employee stock ownership plan has passed the asset management plan, that is, the renewal period is changed to 96 months.
The lock up period for subscribing for the non-public offering shares of the listed company is 36 months at the same time as the meeting of the board of directors and the holders of the employee stock ownership plan. Since the listed company announces the intention of the subject shares, the duration of the employee stock ownership plan can be extended.
From the date when the ticket is registered under the name of the asset management plan, (II) the employee stock ownership plan purchases the subject matter through the asset management plan, i.e. the lock-in period is 36 months before the renewal period, and the lock-in period is the lock-in period of the shares
Enter the unlocking period after expiration. The non-public share holding plan of the company has been adopted for 36 months, (III) during the release period, the employee stock ownership plan shall be kept for 60 months from the date when the shares in the release period are registered and listed through the shares held by the employees of the listed company subscribed by this issuance, and the lock-in period shall be 36 months before the registration renewal of the subject shares announced by the listed company, After the expiration of the lock period, enter the unlock and record it in the name of the asset management plan, which is calculated from the date of any period. The lock-in period will not be added after the employee stock ownership plan is extended.
The total number of shareholding plan shares of the holder will be calculated from the commencement date
One fifth will be released every 12 months. (III) release period
... the share release period of the stock ownership plan held by employees is 60 months, which is calculated from the date when the shares of the listed company subscribed by the employee stock ownership plan through this issuance are registered and listed, One fifth of the total number of shares in the stock ownership plan of any holder will be released every twelve months from the starting date.
……
3 VII. Selection of management mode and management organization VII. Selection of management mode and management organization
(I) management mode (I) management mode
The employee stock ownership plan is entrusted to the asset management organization. The employee stock ownership plan was originally entrusted to the asset management organization. Administration. Approved by the meeting of the holders of the employee stock ownership plan After the board of directors of the selection and appointment Department of the company (II) management organization deliberated and approved the proposal on Revising the first phase No. 1 Employee Stock Ownership Plan of asset management department (Draft) (non-public development agency selection. Subscription) of the employee stock ownership plan by the board of directors of Unisplendour Corporation Limited(000938) Co., Ltd, The East stock plan entrusted by the employee holding company (on behalf of the employee stock ownership plan) is changed to be managed by the company itself.
Wu Securities Co., Ltd. is elected as the management organization of the employee stock ownership plan (II)
The designated management organization and the asset management organization that signed the asset management contract with the board of directors on the employee stock ownership plan. Line selection.
The company (on behalf of the employee stock ownership plan) originally entrusted Soochow Securities Co.Ltd(601555) Co., Ltd. as the management organization of the employee stock ownership plan,
