Address: floors 11-12, building 2, Zhengda center, yard 20, Jinhe East Road, Chaoyang District, Beijing
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About Yonyou Network Technology Co.Ltd(600588) 2019 stock option and restricted stock incentive plan
Implementation of partial restricted stock repurchase and cancellation
Legal opinion
Beijing, China
March, 2002
interpretation
Unless otherwise stated in this legal opinion, the specific meanings of the following words are as follows:
1. The company Yonyou Network Technology Co.Ltd(600588) refers to Yonyou Network Technology Co.Ltd(600588)
2. This refers to Beijing BOC law firm
The Yonyou Network Technology Co.Ltd(600588) 2019 stock option 3 incentive plan refers to
And restricted stock incentive plan (Draft)
4 “company law” refers to the company law of the people’s Republic of China
5 “Securities Law” refers to the securities law of the people’s Republic of China
6 the Administrative Measures refer to the administrative measures for equity incentive of listed companies
7. The articles of association refers to the Yonyou Network Technology Co.Ltd(600588) articles of association
8 CSRC refers to the China Securities Regulatory Commission
9 yuan and 10000 yuan refer to RMB yuan and 10000 yuan
catalogue
interpretation…… 1 catalog 2 text 5 I. authorization and approval of this repurchase cancellation 5 II. Basic information of this repurchase cancellation 5 III. information disclosure of this repurchase cancellation 7 IV. concluding comments seven
Beijing Zhongyin law firm
About Yonyou Network Technology Co.Ltd(600588)
2019 stock option and restricted stock incentive plan
Implementation of partial restricted stock repurchase and cancellation
Legal opinion
Dear Sirs
Entrusted by Yonyou Network Technology Co.Ltd(600588) this time, the exchange acted as the special legal adviser of Yonyou Network Technology Co.Ltd(600588) this equity incentive plan and was authorized to issue this legal opinion for matters related to the repurchase and cancellation of some shares of Yonyou Network Technology Co.Ltd(600588) 2019 stock option and restricted stock incentive plan (hereinafter referred to as “this repurchase and cancellation”).
This legal opinion is issued in accordance with the provisions of the company law, the securities law, the administrative measures and other relevant laws and regulations, and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry.
For the purpose of issuing this legal opinion, the exchange consulted the relevant documents of Yonyou Network Technology Co.Ltd(600588) implementing the cancellation of this repurchase, inquired about the relevant matters to Yonyou Network Technology Co.Ltd(600588) relevant personnel and held necessary discussions. In the course of the foregoing investigation, we have obtained Yonyou Network Technology Co.Ltd(600588) the following guarantee: Yonyou Network Technology Co.Ltd(600588) the documents provided and the statements and statements made are true, accurate, complete and effective, and all situations and documents that may affect the factual description and conclusion of this legal opinion have been disclosed to us, without any false records, misleading statements and major omissions Yonyou Network Technology Co.Ltd(600588) all scanned copies and copies provided are consistent with the original, and the signatures and seals on the documents are true, legal and valid.
In accordance with the provisions of the securities law, 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), as well as the facts that have occurred or exist as of the date of issuance of this legal opinion, the firm and its handling lawyers have strictly performed their statutory duties and followed the principles of diligence and good faith, Sufficient verification and verification have been carried out to 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.
Our lawyers are not qualified to make professional judgment on accounting, auditing and other non legal matters. Our lawyers’ legal opinions based on the documents issued by the accounting firm do not mean that they make any express or implied guarantee for the authenticity, accuracy and completeness of the data and conclusions in the documents.
In the process of making this legal opinion, our lawyers have fulfilled the special duty of care of legal professionals for legal related business matters; For other business matters, the general duty of care of ordinary people has been fulfilled. For the facts that are crucial to the issuance of this legal opinion and cannot be supported by independent evidence, our lawyer sent an inquiry to Yonyou Network Technology Co.Ltd(600588) and relevant personnel, and obtained the confirmation of Yonyou Network Technology Co.Ltd(600588) and relevant personnel on relevant facts and legal issues.
This legal opinion only expresses opinions on the legality and compliance of Yonyou Network Technology Co.Ltd(600588) this repurchase cancellation.
This legal opinion is only for the purpose of Yonyou Network Technology Co.Ltd(600588) implementing this equity incentive plan, and shall not be used for any other purpose without the written consent of the exchange.
Based on the above, the legal opinions are as follows:
Text
1、 Authorization and approval of this repurchase cancellation
(I) authorization for cancellation of this repurchase
On August 29, 2019, the company’s first extraordinary general meeting in 2019 deliberated and approved the company’s 2019 stock option and restricted stock incentive plan (Draft), and authorized the company’s 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 and the grant of restricted shares Lift the restrictions on sale and repurchase, and terminate the company’s stock option and restricted stock incentive plan.
(II) approval for cancellation of this repurchase
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 respectively, deliberated and approved the proposal of the company on Canceling Part of the granted stock options and repurchasing and canceling part of the granted restricted shares, and agreed to repurchase and cancel a total of 25054 restricted shares granted but not unlocked by Chen Zhiyong and other five people.
On March 26, 2021, the independent directors expressed independent opinions on the matters related to the cancellation and repurchase cancellation. The independent directors unanimously agreed that the company would cancel the stock options granted but not allowed to exercise by five people including Chen Zhiyong and repurchase and cancel the restricted shares granted but not unlocked. The company would cancel the stock options and repurchase and cancel the restricted shares, Comply with the relevant provisions of the management measures and incentive plan, and the procedures are legal and compliant.
In conclusion, our lawyers believe that as of the date of issuance of this legal opinion, the repurchase cancellation of the company has obtained the necessary authorization and approval, which is in line with the relevant provisions of the company law, the securities law, the administrative measures and other laws, regulations, normative documents and the incentive plan.
2、 Basic information of this repurchase cancellation
(I) reasons and quantity of this repurchase cancellation
The original equity incentive objects of the company, Chen Zhiyong and other five persons, had personal changes in the incentive objects specified in the Yonyou Network Technology Co.Ltd(600588) 2019 stock option and restricted stock incentive plan (Draft). According to the authorization of the general meeting of shareholders, the board of directors of the company decided to cancel a total of 50100 stock options of the above five persons, And repurchase and cancel the restricted shares of the above five persons, totaling 25054 shares.
(II) the price of restricted shares to be repurchased and cancelled this time
According to the incentive plan, if the company repurchases or cancels restricted shares in accordance with the provisions of the incentive plan, the repurchase price is the grant price, except that the repurchase price needs to be adjusted according to the incentive plan.
According to the incentive plan, after the restricted shares granted to the incentive object are registered, if the company has matters that affect the total amount of the company’s share capital or the company’s share price, such as the conversion of capital reserve into share capital, the distribution of stock dividends, stock splitting, allotment or reduction of shares, the company shall make corresponding adjustments to the number and repurchase price of the restricted shares that have not been lifted.
(III) sources of funds for repurchase and cancellation of restricted shares
According to the confirmation of the company, the capital source of the restricted shares to be repurchased and cancelled this time is the company’s own funds. (IV) arrangement for cancellation of this repurchase
The company has opened a special securities account for repurchase (Securities Account No.: b882266732) at China Securities Depository and Clearing Corporation Limited Shanghai Branch (hereinafter referred to as “China Securities Depository and Clearing Corporation Shanghai Branch”) and applied to China Securities Depository and Clearing Corporation Limited Shanghai Branch for the repurchase and transfer of 25054 restricted shares granted to the above five incentive objects but not lifted.
It is expected that the restricted shares will be cancelled on March 11, 2022. After the cancellation is completed, the company will go through the relevant industrial and commercial change registration procedures according to law.
In conclusion, our lawyers believe that the reason, quantity and price, source of funds and cancellation arrangement of the company’s repurchase and cancellation comply with the provisions of the company law, the securities law, the administrative measures and other relevant laws and regulations, as well as the articles of association and the incentive plan.
3、 Information disclosure of this repurchase cancellation
After verification, the company has been posted on the website of Shanghai Stock Exchange (www.sse. Com. CN.) Disclosed documents related to the cancellation of this repurchase, such as the announcement of the resolution of the 17th meeting of the 8th board of directors of Yonyou Network Technology Co.Ltd(600588) the announcement of the resolution of the 13th meeting of the 8th board of supervisors of Yonyou Network Technology Co.Ltd(600588) the independent opinions of Yonyou Network Technology Co.Ltd(600588) independent directors on matters related to the 17th meeting of the 8th board of directors of the company.
4、 Concluding observations
In conclusion, our lawyers believe that:
As of the date of approval of this Law and relevant laws and regulations, the company has complied with the provisions of this Law on the necessity of information disclosure plan and relevant cancellation obligations, and has obtained relevant legal and regulatory opinions in accordance with this law, It is still necessary to go through the industrial and commercial change registration procedures and perform the corresponding information disclosure obligations in accordance with the company law, the articles of association and relevant provisions.
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(there is no text on this page, which is the signature and seal page of the legal opinion of Beijing BOC law firm on the implementation of partial restricted stock repurchase cancellation of Yonyou Network Technology Co.Ltd(600588) 2019 stock option and restricted stock incentive plan)
Beijing Zhongyin law firm
person in charge:
Yan penghe
Handling lawyer:
Tan Jun, Nie Dong
specific date
