Beijing Chongguang law firm
About Unisplendour Corporation Limited(000938) first phase No. 2 ESOP
Legal opinions on extension and change of relevant contents
To: Unisplendour Corporation Limited(000938)
Beijing Chongguang law firm (hereinafter referred to as “the firm”) has accepted the entrustment of Unisplendour Corporation Limited(000938) (hereinafter referred to as ” Unisplendour Corporation Limited(000938) “) to appoint 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. 2 employee stock ownership plan (hereinafter referred to as “phase I No. 2 Employee Stock Ownership Plan”) and related changes, This legal opinion is issued on the extension of the first phase No. 2 ESOP and the change of relevant contents.
The lawyers of the firm are now 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 No. 2 employee stock ownership plan and the change 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. 2 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 their opinions on the legal issues related to the extension of the first phase No. 2 ESOP and the change of relevant contents, and do not express their 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. 2 ESOP and the change of relevant contents, and shall not be used for any other purpose.
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1、 Relevant contents of the extension and change of the first phase No. 2 ESOP
According to the proposal on Amending Unisplendour Corporation Limited(000938) phase I No. 2 employee stock ownership plan (Draft) (non-public subscription) and other relevant proposals deliberated and adopted at the meeting of the holders of Unisplendour Corporation Limited(000938) phase I No. 2 employee stock ownership plan and the eighth meeting of Unisplendour Corporation Limited(000938) eighth board of directors, Unisplendour Corporation Limited(000938) the relevant contents of this extension and change of the first phase No. 2 ESOP to be implemented are as follows:
Serial number before revision after revision
1 special tips
…… ……
2. The participants of the employee stock ownership plan are Hong Kong. 2. The participants of the employee stock ownership plan are the employees of HP’s servers and storage in China of Hong Kong Huasan, its subsidiary Huasan, its domestic subsidiaries and the soon to be merged companies, subsidiaries and branches (collectively referred to as “Huasan”). This employee stock ownership plan is formulated together with Unisplendour Corporation Limited(000938) acquisition of 51% shares of huasanhe technical service business (collectively referred to as “huasanhe”) (hereinafter referred to as “transaction”) and is an employee of the company. This employee stock ownership plan is a necessary part of the transaction with Ziguang shares.
Acquisition of 51% shares of Huasan (hereinafter referred to as “Jiaotong”)
6. The original Soochow Securities Co.Ltd(601555) accepted the entrustment to establish Soochow – an integral part of the transaction. China Merchants Bank – Unisplendour Corporation Limited(000938) Employee Stock Ownership Plan No. 2 directional asset management plan… Plans to manage this employee stock ownership plan. 6. The employee stock ownership plan Soochow Securities Co.Ltd(601555) accepts the entrustment to subscribe for the non-public offering of Zili Dongwu – China Merchants Bank – Unisplendour Corporation Limited(000938) employee stock ownership plan 2 shares through the asset management plan.
The employee stock ownership is calculated according to the No. directional asset management plan
Plan for management. The employee stock ownership plan will be passed. 8. The original deposit and renewal of the employee stock ownership plan is 72 months. Since the member subscribes Unisplendour Corporation Limited(000938) shares of the listed company subscribed by the employee stock ownership plan in this non-public offering through this offering through this asset management plan. The date of completion of share registration and listing (the “commencement date”) shall be calculated from. The lock up period of the underlying stock is 36 months from the date of commencement
8. The duration of the ESOP is 72 months. After being deliberated and approved at the meeting of the holders of the employee stock ownership plan, Xiang Yue will calculate from the date when the underlying shares are registered to the three shareholders of Hong Kong and China under the name of the asset management plan and deliberated and approved by the board of directors of the company (“starting date”). The lock up period of the subject stock on the revision of Unisplendour Corporation Limited(000938) phase I No. 2 ESOP is 36 months from the starting date.
After the proposal of the plan (Draft) (subscription by non-public offering)… And other relevant proposals, the implementation of the employee stock ownership plan will be extended. 12. After the implementation of the employee stock ownership plan, the period will not be extended for 24 months on the basis of the original termination date, That is, due to the renewal period, the equity distribution of the company does not meet the listing conditions and is changed to 96 months, and the lock-in requirement will not be added after the employee stock ownership plan is extended. Regular.
……
12. After the implementation of the employee stock ownership plan, the equity distribution of the company will not meet the requirements of listing conditions.
13. It has been deliberated and approved by the shareholders’ meeting of the employee stock ownership plan
After the deliberation and approval of the three shareholders of Hong Kong and China and the deliberation and approval of the proposal on Amending Unisplendour Corporation Limited(000938) phase I No. 2 employee stock ownership plan (Draft) (non-public subscription) and other relevant proposals by the board of directors of the company, The employee stock ownership plan is changed to self-management by the company.
2 interpretation
H3C refers to H3C Hong Kong and its domestic subsidiaries, and H3C refers to H3C Hong Kong, its subsidiaries, subsidiaries and branches, including HP’s service organization in China
The date on which the index shares of Xinxiang starting date after the server, storage and technical service business are completed the share registration procedures and listed;
The stock of the target on the starting date shall be registered in the name of the asset management plan
Next day
3. Information of holders
Huasan employees (including huihuasan employees who will be merged into Huasan (including HP’s servers in China, storage and technical service servers, storage and technical service business employees in China who will be merged into Huasan) and employees who intend to subscribe for this business) intend to subscribe for this ESOP, and the total capital of the ESOP is 1275 million yuan.
The total capital is 1275 million yuan. All Huasan employees
Not Unisplendour Corporation Limited(000938) director, supervisor and senior management
Personnel.
4 VI. duration, lock-in period and release period VI. 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, counting from the starting date. From the counting day. After deliberation at the meeting of the holders of the employee stock ownership plan, through the approval of the board of directors and the meeting of the holders of the company, the deliberation and approval of Hong Kong Huasan shareholders and the approval of the board of directors of the company, The duration of the employee stock ownership plan can be extended after the proposal on Amending the lock up period of (II) subject shares of Unisplendour Corporation Limited(000938) first phase No. 2 chief executive employee stock ownership plan (Draft) (non-public subscription) and other relevant proposals are passed
The lock-in period of the underlying stock is 36 months, and the duration is extended by 24 months on the basis of the original termination date, starting from the calculation date. That is, the renewal period is changed to 96 months.
… with the consent of the board of directors and the shareholders’ meeting of the company, the duration of the employee holding (III) release stock plan can be extended.
… (II) lock up period of the underlying stock
After the expiration of the 60 month release period, the lock-in period of the employee’s underlying stock is 36 months from the starting date
Before the expiration of the 72 month duration of the share plan, each holder shall calculate. The lock-in period will not be added after the employee stock ownership plan is extended.
Someone can choose (one of the two): (1) sell
The underlying stock corresponding to the released shares, or (III) the release period
(2) To the extent permitted by law, release him
After the 60 month release period expires, the employee stock ownership plan has 96 rights. Prior to the expiration of the monthly renewal period, each holder may choose (either of them)
1） : (1) sell the underlying shares corresponding to the released shares
Or (2) to the extent permitted by law, convert its released shares into the legal ownership of the corresponding underlying shares.
5 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 asset management. The employee stock ownership plan was originally entrusted to asset management institutions
Organization management. Manage. Approved by the meeting of the holders of the employee stock ownership plan The proposal on Amending the employee stock ownership trust Soochow Securities Co.Ltd(601555) in the first phase No. 2 of Unisplendour Corporation Limited(000938) as the employee plan (Draft) (subscription by non-public offering) issued by the company (on behalf of the employee stock ownership plan) was reviewed and approved by the three shareholders of Hong Kong and China elected by the management organization of Xiang (II) and the board of directors of the company After the management organization of the stock ownership plan according to the stock ownership plan and other relevant proposals, the employee stock ownership plan is changed to be managed by the terms specified in the company’s self and asset management contract.
Manage and cooperate with
