8 / F, tower 3, Kerry construction Plaza, No. 1, Zhongxin 4th Road, Futian District, Shenzhen 518048
8 / F, tower 3, Kerry Plaza No.1, zhongxinsi Road, Futian District, Shenzhen 518048, P. R. China Tel.: 86755-8255-0700; Fax: 86755-8256-7211
Beijing Tianyuan (Shenzhen) law firm
About Lingyi Itech (Guangdong) Company(002600)
2018 stock option and restricted stock incentive plan
Cancellation of some stock options and repurchase of some restricted shares
Legal opinion
Jtgz (2018) No. 488-12 to: Lingyi Itech (Guangdong) Company(002600)
Beijing Tianyuan (Shenzhen) law firm (hereinafter referred to as “the firm”) has accepted the entrustment of Lingyi Itech (Guangdong) Company(002600) (hereinafter referred to as “the company” or ” Lingyi Itech (Guangdong) Company(002600) “) to act as the special legal adviser of the company’s 2018 stock option and restricted stock incentive plan (hereinafter referred to as “the incentive plan”), and in accordance with 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 other relevant laws, regulations, rules and other normative documents, as well as the Lingyi Itech (Guangdong) Company(002600) articles of Association (hereinafter referred to as the “articles of association”) ）This legal opinion is issued on the cancellation of some stock options and the repurchase and cancellation of some restricted shares in this incentive plan (hereinafter referred to as “this repurchase and cancellation”).
In order to issue this legal opinion, our lawyer declares as follows:
1. In accordance with the company law Measures for the administration of securities legal business of law firms and rules for the practice of securities legal business of law firms (for Trial Implementation) And the facts that have occurred or exist before the date of issuance of this legal opinion, strictly perform their statutory duties, follow the principles of diligence and good faith, conduct verification and verification, and ensure that the facts identified in this legal opinion are true, accurate and complete, the concluding opinions issued are legal and accurate, and there are no false records, misleading statements or major omissions, And bear corresponding legal liabilities.
2. For the purpose of issuing this legal opinion, The exchange is in accordance with the measures for the administration of law firms engaging in securities legal business and the rules for the practice of securities legal business of law firms (for Trial Implementation) And other relevant provisions, and verified the documents that need to be verified as required and other documents that the exchange deems necessary to consult. At the same time, the exchange has obtained the following guarantee from the company: the company has provided the exchange with authentic and effective original written materials, duplicate materials or oral testimony necessary for issuing this legal opinion, the signature or seal on the relevant materials is true and effective, the relevant duplicate or duplicate is consistent with the original materials or originals, and there is no false content or major omission.
3. The exchange only gives opinions on legal issues related to this exercise and the lifting of restrictions on sales, and only gives legal opinions in accordance with the current effective laws and regulations of China, and does not give legal opinions in accordance with any overseas laws and regulations. The exchange will not comment on the rationality of the underlying stock value, assessment standards and other issues involved in this incentive plan, as well as accounting, finance and other non legal professional matters. When quoting relevant financial data or conclusions in this legal opinion, we have fulfilled the necessary duty of care, but such quoting shall not be deemed as any express or implied guarantee for the authenticity and accuracy of these data and conclusions.
4. This legal opinion is only used by the company for the purpose of implementing this incentive plan, and shall not be used for any other purpose without the written consent of the exchange.
5. The exchange agrees that the company will take this legal opinion as one of the documents for the implementation of the incentive plan, announce it together with other documents, bear corresponding legal liabilities for the legal opinion issued, and agree that the company will quote the relevant contents of this legal opinion in the relevant documents prepared for the implementation of the incentive plan, but when the company makes the above reference, There shall be no legal ambiguity or misinterpretation caused by reference. The owner shall review and confirm the corresponding contents of the above relevant documents again.
Based on the above, in accordance with the provisions of the company law and other relevant laws, regulations, rules and other normative documents, and in accordance with the business standards, ethics and diligence recognized by the lawyer industry, the exchange has issued the following legal opinions: I. approval and authorization of this repurchase cancellation
According to the resolutions of the board of directors, the board of supervisors and the general meeting of shareholders, the documents of independent directors and relevant announcement documents of the company on the incentive plan, the approval and authorization of the exercise and lifting of restrictions are as follows:
On September 21, 2018, the company held the fifth extraordinary general meeting of shareholders in 2018 and deliberated and adopted the
< Lingyi Itech (Guangdong) Company(002600) 2018 年股票期权与限制性股票激励计划（草案）>
And its summary, and the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the Lingyi Itech (Guangdong) Company(002600) 2018 stock option and restricted stock incentive plan.
On December 27, 2021, the company held the 15th meeting of the 5th board of directors and the 11th meeting of the 5th board of supervisors, deliberated and adopted the proposal on Canceling Part of stock options and restricted stock incentive plan in 2018 and repurchasing and canceling part of restricted shares respectively, and 2274105 stock options were cancelled, At the same time, part of 1426211 restricted shares granted for the first time were repurchased and cancelled, and the repurchase price was 1.46 yuan / share; 868050 restricted shares are reserved for repurchase cancellation, and the repurchase price is 2.92 yuan / share. At the same time, the independent directors of the company expressed their independent opinions.
Accordingly, our lawyers believe that as of the date of issuance of this legal opinion, the company has obtained the necessary approval and authorization for the cancellation of this repurchase, which is in line with the relevant provisions of the company law, the securities law, the administrative measures and the Lingyi Itech (Guangdong) Company(002600) 2018 stock option and restricted stock incentive plan (Draft) (hereinafter referred to as the “incentive plan (Draft)”.
2、 Reason, quantity, price and capital source of this repurchase cancellation
(i) Cancellation of stock options
According to the company’s confirmation, some incentive objects of the company’s 2018 stock option and restricted stock incentive plan have resigned from the company The individual performance appraisal results in 2020 are C (to be improved) and D (failed). The board of directors of the company shall, within the scope authorized by the general meeting of shareholders, follow the incentive plan (Draft) It was decided to cancel 2274105 stock options granted but not exercised by 99 incentive objects, accounting for 2.89% of the total granted stock options, including 1637740 stock options granted for the first time and 636365 stock options reserved for grant. Among the stock options reserved and granted for cancellation this time, there are 3 persons whose shares are non tradable shares, with a total of 10225 shares, and the other shares reserved and granted for cancellation are tradable shares with limited sales conditions. After the cancellation, the number of incentive objects granted for the first time was adjusted from 561 to 527, and the number of stock options granted but not exercised was adjusted from 27548380 to 25910640; The number of incentive objects reserved for grant was adjusted from 280 to 243, and the number of stock options granted but not exercised was adjusted from 3507965 to 2871600.
（2） Repurchase and cancellation of restricted shares
According to the confirmation of the company, some incentive objects of this incentive plan have resigned from the company The individual performance appraisal results in 2020 are C (to be improved) and D (failed). The board of directors of the company shall, within the scope authorized by the general meeting of shareholders, follow the incentive plan (Draft) According to the relevant provisions of the company, it is decided to repurchase and cancel the restricted shares granted to 71 incentive objects but not lifted, and the repurchase price is the company’s own funds. The total number of restricted shares repurchased this time is 2294261, accounting for 1.84% of the total amount of restricted shares granted and 0.03% of the total share capital of the company before repurchase. Among them, 1426211 restricted shares granted for the first time were repurchased and cancelled, and the repurchase price was 1.46 yuan / share; Repurchase and cancel 868050 restricted shares reserved for grant, and the repurchase price is 2.92 yuan / share. After the cancellation of this repurchase, the number of incentive objects granted for the first time was adjusted from 443 to 420, and the number of restricted shares granted but not lifted was adjusted from 37738945 to 36312734; The number of incentive objects reserved for grant was adjusted from 226 to 200, and the number of restricted shares granted but not lifted was adjusted from 10941900 shares to 10073850 shares.
To sum up, our lawyers believe that the reason, quantity, price and capital source of this repurchase cancellation comply with the provisions of the management measures and the incentive plan (Draft), and are legal and effective.
3、 Concluding observations
In conclusion, our lawyers believe that as of the date of issuance of this legal opinion, the repurchase cancellation has obtained the necessary approval and authorization, and the reason, quantity, price and capital source of the repurchase cancellation comply with the provisions of the management measures and the incentive plan (Draft), which is legal and effective.
This legal opinion is made in three originals without copies.
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(there is no text on this page, which is the signature page of the legal opinions of Beijing Tianyuan (Shenzhen) law firm on the cancellation of some stock options and the repurchase and cancellation of some restricted shares under the Lingyi Itech (Guangdong) Company(002600) 2018 stock option and restricted stock incentive plan) person in charge of Beijing Tianyuan (Shenzhen) law firm (seal):
Li Yixing
Handling lawyer:
Gu Mingzhu
Tang Jianghua
Address: floor 8, block 3, Kerry construction Plaza, No. 1, Zhongxin 4th Road, Futian District, Shenzhen, zip code: 518048
specific date
