Notice of Beijing Jiayuan law firm on Midea Group Co.Ltd(000333) repurchase and cancellation of some restricted shares
Legal opinion
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Beijing, China
Beijing · Shanghai · Shenzhen · Hong Kong · Guangzhou · Xi'an Xi'an
To: Midea Group Co.Ltd(000333)
Beijing Jiayuan law firm
About Midea Group Co.Ltd(000333)
Repurchase and cancellation of some restricted shares
Legal opinion
Jiayuan (2021) - 05-335 Dear Sirs:
According to the company law of the people's Republic of China (hereinafter referred to as the "company law"), the securities law of the people's Republic of China (hereinafter referred to as the "Securities Law"), the measures for the administration of equity incentive of listed companies (hereinafter referred to as the "administrative measures") and the Midea Group Co.Ltd(000333) articles of association of China Securities Regulatory Commission (hereinafter referred to as the "CSRC") (hereinafter referred to as the "articles of association") and other relevant provisions, this legal opinion is issued on some matters related to the repurchase and cancellation of restricted shares involved in the Midea Group Co.Ltd(000333) restricted stock incentive plan in 2018, 2019, 2020 and 2021 (hereinafter referred to as "this repurchase").
In order to issue this legal opinion, the exchange investigated the repurchase of Midea Group Co.Ltd(000333) , consulted the relevant documents of Midea Group Co.Ltd(000333) This repurchase, asked relevant personnel of the company about relevant matters and held necessary discussions.
In the course of the above investigation, the company has obtained the following guarantee from the company: for the matters that the company considers necessary for the issuance of legal opinions, the company has provided all relevant original written materials, copies or oral testimony, which are true, accurate and complete, and the relevant copies or copies are consistent with the original. The exchange officially publishes and publishes legal opinions according to the facts that have occurred or exist before the date of issuance of this legal opinion and the state.
This legal opinion only expresses opinions on the legality and compliance of Midea Group Co.Ltd(000333) This repurchase. This legal opinion is only Midea Group Co.Ltd(000333) used for the purpose of implementing this repurchase, and shall not be used for any other purpose without the prior written permission of the exchange.
The exchange agrees to take this legal opinion as one of the necessary legal documents for Midea Group Co.Ltd(000333) implementation of this repurchase, report or publicly disclose it together with other application materials, and bear corresponding legal liabilities for the legal opinion issued according to law.
Based on the above premises and limitations, our lawyers, in accordance with the requirements of relevant laws and regulations and in accordance with the business standards, ethics and diligence recognized by the Chinese lawyer industry, express the following legal opinions on Midea Group Co.Ltd(000333) This Repurchase: I. authorization and approval of this repurchase
After verification, as of the date of issuance of this legal opinion, Midea Group Co.Ltd(000333) has performed the following procedures for the implementation of this Repurchase:
1. Midea Group Co.Ltd(000333) the third meeting of the Fourth Board of directors was held on December 24, 2021, and the proposal on repurchase and cancellation of partial incentive shares of 2018 restricted stock incentive plan and the proposal on repurchase and cancellation of partial incentive shares of 2019 restricted stock incentive plan were considered and adopted The proposal on repurchase and cancellation of some incentive shares in the 2020 restricted stock incentive plan and the proposal on repurchase and cancellation of some incentive shares in the 2021 restricted stock incentive plan agree to this repurchase and other related matters.
2. The independent directors of the company expressed independent opinions on the repurchase and agreed to the repurchase.
3. On December 24, 2021, the third meeting of the Fourth Board of supervisors of the company deliberated and adopted the proposal related to the repurchase. The board of supervisors of the company agreed to the repurchase after verifying the repurchase.
4. This repurchase needs to be submitted to the general meeting of shareholders of the company for deliberation.
In conclusion, the exchange believes that the procedures performed in this repurchase comply with the relevant provisions of the administrative measures and the contents of the company's relevant restricted stock incentive plan, have obtained the necessary authorization and approval at this stage, and need to be submitted to the general meeting of shareholders of the company for deliberation. 2、 Basic information about this repurchase
According to the proposal on repurchase and cancellation of partial incentive shares of 2018 restricted stock incentive plan and the proposal on repurchase and cancellation of partial incentive shares of 2019 restricted stock incentive plan confirmed by the company and deliberated and approved by the board of directors According to the proposal on repurchase and cancellation of partial incentive shares in 2020 restricted stock incentive plan and the proposal on repurchase and cancellation of partial incentive shares in 2021 restricted stock incentive plan, the basic information of this repurchase is as follows:
1. Reasons and quantity of repurchase cancellation
(1) Reasons and quantity of repurchase of restricted shares in 2018
In 2018, 8 incentive objects granted for the first time and 3 reserved for grant under the restricted stock incentive plan were determined by the board of directors of the company as no longer suitable to be incentive objects due to resignation. A total of 357500 restricted shares granted to the above 11 incentive objects but not lifted will be repurchased and cancelled by the company;
Due to job adjustment, a total of 28750 restricted shares granted to the above two incentive objects but not yet lifted will be repurchased and cancelled by the company.
According to the provisions of the company's 2018 restricted stock incentive plan (Draft), the company plans to repurchase and cancel 386250 shares of the above 13 restricted stock incentive objects in 2018, which have been granted but have not been lifted.
(2) Reasons and quantity of repurchase of restricted shares in 2019
In 2019, the 15 incentive objects of the restricted stock incentive plan are determined by the board of directors that they are no longer suitable to be incentive objects due to resignation. A total of 705000 restricted shares granted to the above 15 incentive objects but not lifted will be repurchased and cancelled by the company;
In 2019, there are two incentive objects of the restricted stock incentive plan. Due to job adjustment, a total of 28542 restricted shares granted to the above two incentive objects but not lifted will be repurchased and cancelled by the company;
In 2019, due to the violation of the "company red line", a total of 37500 restricted shares granted to the above-mentioned incentive object but not lifted will be repurchased and cancelled by the company;
According to the provisions of the company's 2019 restricted stock incentive plan (Draft), the company plans to repurchase and cancel 771042 restricted shares granted to the above 18 restricted stock incentive objects in 2019 but not lifted.
(3) Reasons and quantity of repurchase of restricted shares in 2020
In 2020, the 22 incentive objects of the restricted stock incentive plan are determined by the board of directors that they are no longer suitable to be incentive objects due to resignation. A total of 1124000 restricted shares granted to the above 22 incentive objects but not lifted will be repurchased and cancelled by the company;
In 2020, there are 6 incentive objects of the restricted stock incentive plan. Due to job adjustment, a total of 90501 restricted shares granted to the above 6 incentive objects but not lifted will be repurchased and cancelled by the company; In 2020, due to the violation of the "company red line", a total of 100000 restricted shares granted to the above two incentive objects but not lifted will be repurchased and cancelled by the company.
According to the provisions of the company's 2020 restricted stock incentive plan (Draft), the company plans to repurchase and cancel 1314501 shares of the above 30 restricted stock incentive objects in 2020, which have been granted but have not been lifted.
(4) Reasons and quantity of repurchase of restricted shares in 2021
In 2021, two incentive objects of the restricted stock incentive plan are deemed by the board of directors of the company as no longer suitable to be incentive objects due to resignation. A total of 140000 restricted shares granted to the above two incentive objects but not lifted will be repurchased and cancelled by the company;
In 2021, there are four incentive objects of the restricted stock incentive plan. Due to job adjustment, a total of 70000 restricted shares granted to the above four incentive objects but not lifted will be repurchased and cancelled by the company; In 2021, due to the violation of the "company red line", a total of 80000 restricted shares granted to the above-mentioned incentive object but not lifted will be repurchased and cancelled by the company;
According to the provisions of the company's restricted stock incentive plan for 2021 (Draft), the company plans to repurchase and cancel 290000 restricted shares granted to the above seven restricted stock incentive objects in 2021 but not lifted.
2. Price of repurchased shares
The repurchase price for the first grant of the restricted stock incentive plan in 2018 will be 23.11 yuan / share, and the repurchase price reserved for grant will be 19.13 yuan / share.
The repurchase price of the restricted stock incentive plan in 2019 is 22.63 yuan / share.
The repurchase price of the restricted stock incentive plan in 2020 is 22.85 yuan / share.
The repurchase price of the restricted stock incentive plan in 2021 is 39.92 yuan / share.
3. Source of funds for share repurchase
All the funds for this repurchase are the company's own funds.
4. Changes in the company's share capital after the repurchase
After this share repurchase and cancellation, the total number of shares of the company will be reduced by 2761793 shares.
5. Notice of creditors involved in this repurchase
According to the confirmation of the company, the company will notify the creditors of the creditor's notice related to the reduction of share capital caused by this repurchase in the form of announcement. The main contents of the notice are as follows: all creditors of the company have the right to declare their creditor's rights to the company within 45 days from the date of announcement of this notice, And may, in accordance with the legal creditor's rights documents and vouchers, request the company to perform the obligation of debt repayment, or require the company to provide effective guarantee for such creditor's rights. If the creditor fails to exercise the above rights within the specified time limit, the validity of his creditor's rights will not be affected, and the relevant debts will continue to be performed by the company.
In conclusion, the exchange believes that the contents of this repurchase comply with the administrative measures and the relevant provisions of the company's restricted stock incentive plan.
3、 Concluding observations
In conclusion, the exchange believes that:
1. The repurchase has obtained the necessary authorization and approval at this stage and needs to be submitted to the general meeting of shareholders for deliberation. 2. The matters related to this repurchase comply with the management measures, the articles of association and the relevant provisions of the company's restricted stock incentive plan.
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(there is no text on this page, which is the signature page of the legal opinion on the cancellation of Midea Group Co.Ltd(000333) restricted stock repurchase)
Head of Beijing Jiayuan law firm: Yan Yu
Handling lawyer: Liu Xing
Wang Ying
specific date
