Beijing Gaopeng law firm
About Yonyou Network Technology Co.Ltd(600588)
Matters related to repurchase and cancellation of some restricted shares
Legal opinion
To: Yonyou Network Technology Co.Ltd(600588)
In accordance with the relevant provisions of the company law of the people’s Republic of China, 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 laws, regulations and normative documents, Beijing Gaopeng law firm (hereinafter referred to as “the firm”) is entrusted by Yonyou Network Technology Co.Ltd(600588) (hereinafter referred to as “the company”) to issue this legal opinion on the implementation of the company’s repurchase and cancellation of some restricted shares.
For the issuance of this legal opinion, our lawyer hereby makes the following statement:
(I) in accordance with the provisions of the securities law, the measures for the administration of securities legal business conducted by law firms and the rules for the practice of securities legal business of law firms, and the facts that have occurred or exist before the date of issuance of this legal opinion, the firm and its handling lawyers have strictly performed their statutory duties, followed the principles of diligence and good faith, and conducted sufficient 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.
(II) the exchange agrees to take this legal opinion as one of the necessary legal documents for the company’s repurchase and cancellation of some restricted shares, announce it together with other application materials, and bear corresponding legal liabilities for the legal opinion issued in accordance with the law.
(III) our lawyers only express opinions on legal professional matters related to the company’s repurchase and cancellation of some restricted shares this time, and do not express opinions on other non legal professional matters.
（4） ) the company guarantees that it has provided the lawyers of the firm with authentic, complete and effective original written materials, copies or oral testimony necessary for the issuance of this legal opinion.
(V) this legal opinion is only for the purpose of the company’s repurchase and cancellation of some restricted shares this time, and shall not be used for any other purpose without the written consent of the exchange.
Based on the above, our lawyers now issue the following legal opinions: first, the approval and authorization of the repurchase and cancellation of some restricted shares
1. On September 14, 2018, the company held the second extraordinary general meeting of shareholders in 2018. The meeting considered and approved the proposal of the company on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s 2018 stock option and restricted stock incentive plan. The general meeting of shareholders of the company authorized the board of directors to decide on the change and termination of the stock option and restricted stock incentive plan, Including but not limited to the implementation of the grant, exercise and cancellation of stock options, the grant, lifting of restrictions on sale and repurchase of restricted shares, and the termination of the company’s stock options and restricted stock incentive plan. 2. On March 26, 2021, the company held the 17th meeting of the 8th board of directors and the 13th meeting of the 8th board of supervisors, deliberated and approved the proposal of the company on canceling some granted stock options and repurchasing and canceling some granted restricted shares, It is believed that Ma Chao, the original equity incentive object of the company, has undergone personal changes in the incentive object specified in the company’s 2018 stock option and restricted stock incentive plan (Draft) (hereinafter referred to as “2018 incentive plan”). According to the authorization of the general meeting of shareholders, The board of directors of the company decided to repurchase and cancel a total of 5070 restricted shares granted to the above-mentioned person but not unlocked. The independent directors of the company expressed independent opinions on the above matters.
On March 27, 2021, the company opened the website of Shanghai Stock Exchange（ http://www.sse.com.cn./ ）Disclose the announcement of the company on capital reduction of some restricted shares to be repurchased and cancelled and notifying creditors (Announcement No.: p.2021023). According to the company’s instructions, within 45 days after the disclosure of the above announcement, the company has not received the declaration of creditors requiring the company to pay off its debts or provide corresponding guarantee.
To sum up, our lawyers believe that as of the date of issuance of this legal opinion, the company’s repurchase and cancellation of some restricted shares has obtained the necessary approval and authorization at this stage, and the procedures performed for the above repurchase and cancellation comply with the provisions of the administrative measures and other relevant laws, regulations and normative documents and the 2018 incentive plan. 2、 Details of the cancellation of some restricted shares in this repurchase
(I) reasons and number of restricted shares cancelled in this repurchase
According to the relevant provisions of the management measures and the 2018 incentive plan, in view of the personal change of one incentive object of the company’s Ma Chao, which does not meet the unlocking conditions, the company repurchases and cancels the restricted shares granted but not unlocked by the equity incentive of the above-mentioned personnel.
The repurchase and cancellation of restricted shares involves one Ma Chao, and 5070 restricted shares are proposed to be repurchased and cancelled. (II) the source of funds for the repurchase and cancellation of some restricted shares
According to the company’s instructions, all the repurchase price paid by the company for this restricted stock repurchase is the company’s own funds.
(III) changes in the company’s equity structure before and after the repurchase cancellation
After the cancellation of this repurchase, the shares with limited sales conditions of the company decreased by 5070 shares, and the total share capital of the corresponding company decreased by 5070 shares.
According to the confirmation of the company, after the completion of this repurchase cancellation, the controlling shareholder and actual controller of the company will not change, and the equity distribution of the company still meets the listing conditions.
(IV) arrangement for cancellation of this repurchase
According to the information provided by the company, the company has opened a special securities repurchase account (Account No. \\ “b882266732 \\”) in China Securities Depository and Clearing Co., Ltd. Shanghai Branch (hereinafter referred to as “zhongdeng Shanghai Branch”), and applied to zhongdeng Shanghai Branch for handling the repurchase cancellation procedures of the restricted shares granted to the above incentive objects but not unlocked, The cancellation is expected to be completed on March 11, 2022, and the company will go through relevant industrial and commercial change registration procedures in accordance with the law.
To sum up, our lawyers believe that the reasons and quantity of the repurchase of some restricted shares, the source of repurchase funds and the arrangement of repurchase and cancellation of the company’s repurchase and cancellation this time comply with the administrative measures and other laws, regulations, normative documents and the relevant provisions of the 2018 incentive plan. 3、 Concluding observations
In conclusion, our lawyers believe that as of the date of issuance of this legal opinion, the company’s repurchase and cancellation of some restricted shares has obtained the necessary approval and authorization at this stage; The reason and quantity of some restricted shares to be repurchased and cancelled this time, the source of funds to be repurchased and the arrangement for repurchase and cancellation comply with the provisions of the administrative measures and other relevant laws, regulations and normative documents as well as the 2018 incentive plan; The cancellation of some restricted shares in this repurchase still requires the company to fulfill the obligation of information disclosure and go through the formalities of reducing registered capital in accordance with the provisions of relevant laws, regulations and normative documents.
This legal opinion is made in three originals without copies. It will come into force after being signed by the person in charge of the office and the handling lawyer and sealed by the office. (no text below)
(there is no text on this page, which is the signature and seal page of the legal opinion of Beijing Gaopeng law firm on matters related to Yonyou Network Technology Co.Ltd(600588) repurchase and cancellation of some restricted shares)
Beijing Gaopeng law firm (official seal) handling lawyer:
person in charge:
Wang Lei
specific date
Signature page
