Beijing Tongshang law firm
About China United Network Communications Limited(600050)
Repurchase and cancellation of some restricted shares
Legal opinion
March, 2002
interpretation
In this legal opinion, unless otherwise specified in the text, the following words shall have the following meanings:
Company means China United Network Communications Limited(600050)
Ordinary shares approved by the CSRC to be issued to domestic investors, listed in the A-share index on the domestic stock exchange, marked with the par value of the shares in RMB, subscribed and traded in RMB
This incentive plan refers to the restricted stock incentive plan and the initial grant plan implemented by China United Network Communications Limited(600050) government
Incentive plan (Draft) refers to the China United Network Communications Limited(600050) restricted stock incentive plan (Draft)
Incentive plan (revised draft refers to the revised version of China United Network Communications Limited(600050) restricted stock incentive plan (Draft))
First phase Grant Scheme (draft refers to the first phase grant scheme of China United Network Communications Limited(600050) restricted stock incentive plan)
Initial grant scheme (draft refers to the revised version of the incentive plan for China United Network Communications Limited(600050) restricted stock) (revised version of the draft)
Interim Measures for the administration of China United Network Communications Limited(600050) restricted stock incentive plan (Draft)
Interim Measures for the administration of China United Network Communications Limited(600050) restricted stock incentive plan (Revised Draft)
Assessment management measures (draft refers to the first case of China United Network Communications Limited(600050) restricted stock incentive plan) for the implementation of assessment management measures (Draft)
Assessment management measures (draft refers to the first amendment of China United Network Communications Limited(600050) restricted stock incentive plan) (Revised Draft)
Incentive object refers to the person who is granted restricted stock according to this incentive plan
Articles of association refers to China United Network Communications Limited(600050) articles of association
The restricted shares granted by the company to the incentive object according to the incentive plan and restricted transfer refer to China United Network Communications Limited(600050) RMB common shares (A shares). The incentive object can only be transferred if the company’s performance objectives and personal performance assessment results meet the conditions specified in the incentive plan, Before you can sell restricted shares and benefit
Grant date refers to the date on which the company grants restricted shares to incentive objects. The grant date must be the trading day, which shall be determined by the board of directors of the company in accordance with relevant regulations
CSRC refers to the China Securities Regulatory Commission
Company Law refers to the company law of the people’s Republic of China
Securities Law refers to the securities law of the people’s Republic of China
The Administrative Measures refer to the administrative measures for equity incentive of listed companies
The Trial Measures refer to the Trial Measures for the implementation of equity incentive by state-controlled listed companies (domestic)
RMB means RMB (unless otherwise specified or specified)
Beijing Tongshang law firm
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Email: [email protected]. Website: www.tongshang.com com.
Beijing Tongshang law firm
About China United Network Communications Limited(600050)
Repurchase and cancellation of some restricted shares
Legal opinion
To: China United Network Communications Limited(600050)
Beijing Tongshang law firm is a law firm with legal practice qualification approved by the Beijing Municipal Bureau of justice of the people’s Republic of China and is qualified to issue legal opinions on Chinese legal issues. The exchange is now entrusted by the company to act as a special legal adviser on matters related to the repurchase and cancellation of some restricted shares in the first phase of the company’s incentive plan, and issue this legal opinion.
In order to issue this legal opinion, the exchange has reviewed the incentive plan (Draft), the first phase Award Scheme (Draft), the Interim Measures for management (Draft), the assessment management measures (Draft), the incentive plan (Draft Revision), the first phase Award Scheme (Draft Revision), the Interim Measures for management (Draft Revision), the assessment management measures (Draft Revision), the general meeting of shareholders The board of directors, the board of supervisors and other relevant meeting documents as well as other documents deemed necessary to be reviewed by the exchange, and checked and verified the relevant facts and materials by querying the public information of government departments.
In order to issue this legal opinion, the exchange has checked and verified the relevant documents and facts of the incentive plan in accordance with the provisions of relevant laws, administrative regulations, normative documents and the requirements of the business rules of the exchange and in the principle of prudence and importance.
With regard to this legal opinion, we hereby make the following statement:
1. In the course of our work, we have been assured by the company that the company has provided us with the original written materials, duplicate materials and oral testimony that we believe are necessary for the preparation of legal opinions, and the documents and materials provided are true, complete and effective without concealment, falsehood and major omissions.
2. The exchange shall issue legal opinions in accordance with the facts that have occurred or existed before the date of issuance of this legal opinion, the current national laws, regulations, normative documents such as the company law, the securities law and the relevant provisions of the CSRC.
3. For the fact that this legal opinion is very important and cannot be supported by independent evidence, we rely on the supporting documents issued by relevant government departments, companies or other relevant units and the publicly available information of the competent authorities as the basis for making this legal opinion.
4. In accordance with the provisions of the securities law, 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), as well as the facts that have occurred or exist before the date of issuance of this legal opinion, the exchange has strictly performed its statutory duties, followed the principles of diligence and good faith, and conducted full verification and verification, Ensure that the facts identified in this legal opinion are true, accurate and complete, that the concluding opinions issued are legal and accurate, and that there are no false records, misleading statements or major omissions, and bear corresponding legal liabilities.
5. This legal opinion only expresses legal opinions on legal issues in China related to this incentive plan, and the exchange is not qualified to express professional opinions on professional matters such as accounting and auditing and overseas legal matters. When accounting and audit matters are involved in this legal opinion, they are quoted in strict accordance with the professional documents issued by relevant intermediaries and the instructions of the company.
6. The exchange agrees to take this legal opinion as the necessary legal document for the repurchase and cancellation of some restricted shares in the first phase of the company’s incentive plan.
7. This legal opinion is only for the purpose of repurchase and cancellation of some restricted shares in the first phase of the company’s incentive plan, and shall not be used for any other purpose.
In accordance with the company law, the securities law, the administrative measures, the trial measures, the notice on issues related to regulating the implementation of equity incentive system by state-owned holding listed companies and other laws, regulations, normative documents, the articles of association and other relevant provisions, the exchange issued the following legal opinions: I. approval and authorization of this repurchase cancellation
1. On October 21, 2021, the sixth meeting of the seventh board of directors of the company deliberated and approved the proposal on repurchase and cancellation of restricted shares of some incentive objects of the first phase of restricted stock plan, and agreed to repurchase and cancel a total of 3261600 restricted shares held by 100 incentive objects that have been granted but have not been lifted. On October 22, 2021, the company released the announcement on the resolution of the sixth meeting of the seventh board of directors on the website of Shanghai Stock Exchange and the designated information media.
2. On October 21, 2021, the third meeting of the seventh board of supervisors of the company deliberated and adopted the proposal on repurchase and cancellation of restricted shares of some incentive objects of the first phase of restricted stock plan. On October 22, 2021, the company released the announcement on the resolution of the third meeting of the seventh board of supervisors on the website of Shanghai Stock Exchange and the designated information media.
3. On October 21, 2021, the board of supervisors of the company issued the review opinions on the repurchase cancellation of the first phase of the company’s restricted stock incentive plan. On October 22, 2021, the company released the review opinions of the board of supervisors on the repurchase cancellation of the first phase of the company’s restricted stock incentive plan on the website of Shanghai Stock Exchange and the designated information media.
4. On October 21, 2021, the independent directors of the company issued the independent opinions of the independent directors of the company on repurchase and cancellation of restricted shares of some incentive objects of the first phase of the restricted stock plan. On October 22, 2021, the company released the independent opinions of the company’s independent directors on the repurchase and cancellation of restricted shares of some incentive objects of the first phase of the restricted stock plan on the website of Shanghai Stock Exchange and the designated information media.
5. On December 30, 2021, the fourth extraordinary general meeting of the company in 2021 deliberated and approved the proposal on repurchase and cancellation of restricted shares of some incentive objects of the first phase of restricted stock plan. On December 31, 2021, the company released the announcement on the resolution of the fourth extraordinary general meeting of shareholders in 2021 on the website of Shanghai Stock Exchange and the designated information media.
6. On December 31, 2021, the company released the announcement on repurchasing and canceling some restricted shares, reducing the registered capital of the company and notifying creditors on the website of Shanghai Stock Exchange and the designated information media. The creditors of the company shall, within 30 days after receiving the notice of the company and 45 days after the disclosure of the announcement if they fail to receive the notice, Have the right to require the company to pay off its debts or provide corresponding guarantees on the strength of valid creditor’s rights documents and relevant vouchers. It is confirmed by the company that the company has not received the creditor’s request to pay off debts or provide corresponding guarantee within the reporting time. Based on the above, the exchange believes that as of the issuance date of this legal opinion, the company’s repurchase cancellation has obtained the necessary approval and authorization at this stage, and fulfilled the obligation of information disclosure at this stage, which is in line with the relevant provisions of the administrative measures, the trial measures, the incentive plan (Revised Draft) and the first phase Grant Scheme (Revised Draft). 2、 The plan for the repurchase and cancellation of some restricted shares
1. Reasons for repurchase cancellation
According to the relevant provisions of the incentive plan (Revised Draft), the first phase Grant Scheme (Revised Draft), the proposal on adjusting the ex dividend and special circumstances of the restricted stock incentive plan and the first phase grant scheme, and the authorization of the company’s second extraordinary general meeting in 2018, in view of the resignation, dismissal and other reasons of 49 incentive objects in the first phase grant scheme of restricted stock, 51 incentive objects are no longer within the scope of incentive due to retirement, death and other reasons. The company repurchases and cancels the 1591800 shares and 1669800 shares of restricted shares held by these incentive objects that have been granted but have not been lifted. 2. Quantity and price of repurchase cancellation
The shares to be repurchased and cancelled this time are the company’s A-share common shares granted to the incentive objects in accordance with the incentive plan (Revised Draft), the first phase grant plan (Revised Draft) and the proposal on adjusting the ex dividend and special circumstances of the restricted stock incentive plan and the first phase grant plan. The number of shares repurchased and cancelled is 3261,6
