Beijing Tianyuan law firm
Legal opinions on Yonyou Network Technology Co.Ltd(600588) repurchase and cancellation of restricted shares Jing Tian Gu Zi (2020) No. 315-7 Yonyou Network Technology Co.Ltd(600588) :
Beijing Tianyuan 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 matters related to the company’s repurchase and cancellation of some granted restricted shares.
In order to issue this legal opinion, our lawyers have reviewed the documents that our lawyers believe need to be reviewed and verified the relevant facts.
Our lawyer hereby makes the following statement:
1. During the investigation for issuing this legal opinion, the company guarantees to the exchange that it has provided the true original written materials or oral testimony required by the lawyers of the exchange for issuing this legal opinion. The exchange has conducted necessary verification and verification on the authenticity, accuracy and completeness of the contents of relevant documents and materials on which this legal opinion is issued.
2. Our lawyers determine whether a matter is legal and effective on the basis of the current effective laws and regulations applicable to a matter on the date of issuance of this legal opinion.
3. Based on the facts that have occurred or existed before the date of issuance of this legal opinion, the office and its handling lawyers have strictly performed their legal duties, followed the principles of diligence and good faith, and conducted sufficient verification and verification to ensure that the facts identified in this legal opinion are true, accurate and complete, and the concluding opinions issued are legal and accurate without false records Misleading statements or major omissions, and bear corresponding legal liabilities.
4. This legal opinion is only for the purpose of the company’s repurchase and cancellation of some granted restricted shares, and shall not be used for any other purpose. Our lawyer agrees to take this legal opinion as a necessary legal document for the company to repurchase and cancel restricted shares, report it together with other materials, and bear the responsibility for the legal opinion issued according to law. Based on the foregoing, the lawyers of this firm, in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China and the measures for the administration of equity incentives of listed companies issued by the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”) Relevant laws and regulations such as the measures for the administration of securities legal business of law firms and the rules for the practice of securities legal business of law firms (for Trial Implementation) and the relevant provisions of the CSRC, and in accordance with the business standards, ethics and diligence recognized by the lawyer industry, have issued legal opinions as follows: 1. The approval procedures for the repurchase and cancellation of restricted shares
（1） On May 20, 2020, the third meeting of the eighth board of directors of the company deliberated and approved the 2020 stock option and restricted stock incentive plan (Draft) (hereinafter referred to as the “incentive plan”) and its abstract Management measures for the implementation and assessment of the company’s 2020 stock option and restricted stock incentive plan (hereinafter referred to as “management measures”) and the company’s proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s 2020 stock option and restricted stock incentive plan. Zhang Weiguo, Zhou Jian and Wang Feng, independent directors of the company, expressed independent opinions on the incentive plan and its summary and other proposals.
On May 20, 2020, the third meeting of the eighth board of supervisors of the company deliberated and approved the incentive plan and summary, management measures, the company’s proposal on verifying the list of incentive objects of the company’s 2020 stock option and restricted stock incentive plan (Draft), and issued audit opinions on the above proposals. On June 8, 2020, the first extraordinary general meeting of the company in 2020 deliberated and approved the incentive plan and its abstract, the management measures and the proposal of the company on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the 2020 stock option and restricted stock incentive plan.
（2） On March 26, 2021, the 17th meeting of the 8th board of directors of the company deliberated and approved the proposal of the company on canceling some granted stock options and repurchasing and canceling some granted restricted shares, and agreed to repurchase and cancel some restricted shares and other related matters. On March 26, 2021, the 13th meeting of the eighth board of supervisors of the company deliberated and approved the proposal of the company on canceling some granted stock options and repurchasing and canceling some granted restricted shares, and agreed to repurchase and cancel some restricted shares and other related matters. On March 26, 2021, Zhang Weiguo, Zhou Jian and Wang Feng, the independent directors of the company, expressed independent opinions on matters related to the repurchase and cancellation of some restricted shares.
To sum up, our lawyers believe that the company has fulfilled the necessary approval procedures for the repurchase and cancellation of some restricted shares, which are legal and compliant, and the contents of relevant resolutions are legal and effective. 2、 Basic information about the cancellation of some restricted shares in this repurchase
According to the company’s confirmation, the resolutions of the board of directors, the board of supervisors, the opinions of independent directors and the relevant provisions of the incentive plan related to the repurchase and cancellation, the details of the repurchase and cancellation are as follows:
(I) reasons and quantity of this repurchase cancellation
The original equity incentive objects of the company, Peng Fei and other 40 people, have changed the incentive objects specified in the incentive plan. According to the authorization of the general meeting of shareholders, the board of directors of the company decided to repurchase and cancel the restricted shares granted but not unlocked by the above 40 people, totaling 302600 shares.
(II) capital source of this repurchase cancellation
The funds for the cancellation of part of the restricted shares granted in this repurchase come from the company’s own funds.
(III) repurchase cancellation arrangement
According to the confirmation of the company, the company has opened a special securities repurchase account (Account No.: b882266732) with China Securities Clearing and registration Co., Ltd. Shanghai Branch (hereinafter referred to as “zhongdeng Shanghai Branch”), and applied to zhongdeng Shanghai Branch for the repurchase and transfer of 302600 restricted shares granted but not unlocked by Peng Fei and other 40 people. It is expected that the restricted shares will be cancelled on March 11, 2022. After this cancellation, the company will go through the relevant industrial and commercial change registration procedures according to law.
In conclusion, our lawyers believe that the company’s repurchase cancellation meets the cancellation conditions specified in the incentive plan, and the objects involved in the repurchase cancellation, repurchase quantity, capital source, cancellation date, repurchase cancellation arrangement and other contents comply with the relevant provisions of the management measures and the incentive plan. 3、 Concluding observations
In conclusion, our lawyers believe that:
（1） As of the date of issuance of this legal opinion, the company has obtained the necessary authorization and approval at this stage for the cancellation of some restricted shares granted in this repurchase;
（2） This repurchase cancellation of the company meets the cancellation conditions specified in the incentive plan, and the objects involved in this repurchase cancellation, repurchase quantity, capital source, cancellation date, repurchase cancellation arrangement and other contents comply with the relevant provisions of the management measures and the incentive plan;
（3） The company still needs to go through the procedures of reducing the registered capital and canceling the registration of shares in accordance with the provisions of the company law and other laws and regulations, and perform the corresponding information disclosure obligations in accordance with the law.
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(there is no text on this page, which is the signature page of the legal opinion of Beijing Tianyuan law firm on Yonyou Network Technology Co.Ltd(600588) repurchase and cancellation of restricted shares) head of Beijing Tianyuan law firm:
Zhu Xiaohui
Handling lawyer:
Address: 10th floor, The Pacific Securities Co.Ltd(601099) insurance building, No. 28, Fengsheng Hutong, Xicheng District, Beijing, 100032, China
Mm / DD / 2022
