Beijing Yingke (Shenzhen) law firm
about
Fiyta Precision Technology Co.Ltd(000026) 2018 A-share restricted stock incentive plan (phase II)
Matters related to repurchase and cancellation of some restricted shares
of
Legal opinion
Beijing Yingke (Shenzhen) law firm
Floor 3, block B, Rongchao business center, 6003 Yitian Road, Futian District, Shenzhen
March, 2002
Beijing Yingke (Shenzhen) law firm
about
Fiyta Precision Technology Co.Ltd(000026)
2018 A-share restricted stock incentive plan (phase II)
Matters related to repurchase and cancellation of some restricted shares
of
Legal opinion
To: Fiyta Precision Technology Co.Ltd(000026)
Beijing Yingke (Shenzhen) law firm has accepted the entrustment of Fiyta Precision Technology Co.Ltd(000026) as the special legal adviser of the company’s 2018 A-share restricted stock incentive plan (phase II) (hereinafter referred to as “this incentive plan”, “this incentive plan”, “this equity incentive plan” or “this plan”), In accordance with the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), the company law of the people’s Republic of China (hereinafter referred to as the “company law”) and other relevant laws Regulations and relevant provisions of laws, regulations and normative documents such as the measures for the administration of equity incentive of listed companies (hereinafter referred to as the “measures”) issued by the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”), And the provisions of the Fiyta Precision Technology Co.Ltd(000026) articles of Association (hereinafter referred to as the “articles of association”) and the 2018 A-share restricted stock incentive plan (phase II) (Draft) (hereinafter referred to as the “incentive plan (Draft)”, This legal opinion is issued on matters related to the repurchase and cancellation of restricted shares granted to some incentive objects but not lifted (hereinafter referred to as “this restricted stock repurchase and cancellation” or “this repurchase and cancellation”).
In order to issue this legal opinion, our lawyer declares as follows:
1. 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 before 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.
2. The exchange agrees that the company will announce this legal opinion as a necessary document for the cancellation of this repurchase, and bear corresponding responsibilities for the authenticity, accuracy and completeness of the contents of the legal opinion issued by the lawyers of the exchange.
3. For the fact that it is very important to issue this legal opinion and cannot be supported by independent evidence, the exchange relies on the supporting documents and testimony issued or provided by relevant government departments, companies, other relevant units or relevant persons, as well as the handling lawyer to identify the correspondence and interview results of relevant departments or persons.
4. The exchange has obtained the following guarantee from the company: all documents, materials, statements and explanations provided by the company to the exchange are complete, true and effective, and all facts and documents sufficient to affect this legal opinion have been disclosed to the exchange without any concealment or major omission; All signatures and seals in the documents provided by the company are authentic, and the copies, copies or faxes of the documents are consistent with the original.
5. This legal opinion is only for the purpose of the company’s repurchase cancellation, and as a necessary legal document for the company’s repurchase cancellation, it shall be reported together with other application materials. It shall not be used for any other purpose without the written consent of the exchange.
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1、 Implementation of this equity incentive plan
(I) on December 4, 2020, the company held the 23rd Meeting of the ninth board of directors, deliberated and approved relevant proposals such as the company’s 2018 A-share restricted stock incentive plan (phase II) (Draft) and its summary, and the management measures for the implementation and assessment of the company’s 2018 A-share restricted stock incentive plan (phase II). Among them, Huang Yongfeng and Chen Libin, the related directors who intend to participate in the current incentive plan, avoided voting. On the same day, the independent directors of the company have expressed their independent opinions on the current incentive plan and unanimously agreed that the company will implement the current incentive plan.
(II) on December 4, 2020, the company held the 20th meeting of the ninth board of supervisors, deliberated and adopted the company’s 2018 A-share restricted stock incentive plan (phase II) (Draft) and its summary, and the management measures for the implementation and assessment of the company’s 2018 A-share restricted stock incentive plan (phase II) Proposal on verifying the list of incentive objects of the company’s 2018 A-share restricted stock incentive plan (phase II) and other relevant proposals.
(III) from December 7, 2020 to December 16, 2020, the company publicized the names and positions of the incentive objects of the current incentive plan on the internal office network. As of the expiration of the publicity period, the company has not received any objection and found that the incentive object does not meet the relevant qualifications.
(IV) on December 17, 2020, the company issued the announcement on the approval of 2018 A-share restricted stock incentive plan (phase II) by AVIC, On December 15, 2020, the company received the reply on the second grant scheme of Fiyta Precision Technology Co.Ltd(000026) restricted stock incentive plan (Zi [2020] No. 35) from AVIC. AVIC agreed in principle to implement the current incentive plan.
(V) on December 31, 2020, the company issued the statement of the board of supervisors on the review and publicity of the list of incentive objects of the 2018 A-share restricted stock incentive plan (phase II). The board of supervisors of the company checked the list of incentive objects of the current incentive plan in combination with the publicity and issued verification opinions, It is considered that the incentive objects listed in the current incentive plan meet the conditions specified in relevant laws, regulations and normative documents, and their subject qualification as the incentive objects of the current incentive plan is legal and effective.
(VI) on January 6, 2021, the company held the first extraordinary general meeting of shareholders in 2021, deliberated and approved the company’s 2018 A-share restricted stock incentive plan (phase II) (Draft) and its abstract, and the management measures for the implementation and review of the company’s 2018 A-share restricted stock incentive plan (phase II) Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s 2018 A-share restricted stock incentive plan (phase II) and other relevant proposals.
On January 7, 2021, the company issued the self inspection report on the trading of the company’s shares by insiders and incentive objects of the company’s 2018 A-share restricted stock incentive plan (phase II).
(VII) on January 15, 2021, the company held the 25th meeting of the ninth board of directors, deliberated and approved the proposal on adjusting the list and number of incentive objects of the company’s 2018 A-share restricted stock incentive plan (phase II) and the proposal on granting restricted shares to incentive objects of the company’s 2018 A-share restricted stock incentive plan (phase II), Among them, Huang Yongfeng and Chen Libin, the related directors who intend to participate in the current incentive plan, avoided voting. According to the authorization of the first extraordinary general meeting of shareholders in 2021, the board of directors adjusted the list of incentive objects and the number of grants in the current incentive plan, and decided to grant 7.66 million A-share restricted shares to 135 incentive objects on January 15, 2021. Independent directors of the company expressed relevant opinions on the same day.
(VIII) on January 15, 2021, the company held the 22nd Meeting of the 9th board of supervisors, deliberated and adopted the proposal on adjusting the list and number of incentive objects of the company’s 2018 A-share restricted stock incentive plan (phase II) and the proposal on granting restricted shares to incentive objects of the company’s 2018 A-share restricted stock incentive plan (phase II). The board of supervisors believes that this adjustment complies with the relevant laws and regulations such as the management measures, normative documents and the relevant provisions of the incentive plan (Draft), and there is no damage to the interests of the company’s shareholders. The adjusted incentive objects meet the incentive object conditions specified in the company law, securities law and other relevant laws, regulations and normative documents, and their subject qualification as the incentive object of the company’s current incentive plan is legal and effective. They agree that the grant date of the company’s current incentive plan is January 15, 2021, and agree to grant 7.66 million A-share restricted shares to 135 incentive objects.
(IX) on January 15, 2021, the company granted 7.66 million A-share restricted shares to 135 incentive objects, accounting for 1.79% of the total share capital of the company before the share grant registration. The independent directors of the company expressed independent opinions on this, and the board of supervisors checked the list of incentive objects on the grant date again and issued verification opinions. (x) on February 4, 2021, the company held the 26th meeting of the 9th board of directors, deliberated and approved the proposal on repurchase and cancellation of some restricted shares in the 2018 A-share restricted stock incentive plan (phase II). The company plans to repurchase and cancel 150000 A-share restricted shares held by a former incentive object who has been granted but not yet lifted the restriction, The repurchase price is 7.60 yuan / share. The independent directors of the company expressed their independent opinions on the cancellation of this repurchase. The board of supervisors checked the number of shares repurchased and cancelled this time and the list of incentive objects involved, and issued verification opinions.
（11） On February 24, 2021, the company held the second extraordinary general meeting of shareholders in 2021, deliberated and approved the proposal on repurchase and cancellation of some restricted shares in the 2018 A-share restricted stock incentive plan (phase II). The company plans to buy back and cancel some restricted shares held by a former incentive object who resigned 150000 A-share restricted shares granted but not yet lifted shall be repurchased and cancelled.
（12） On April 12, 2021, the company held the 28th meeting of the 9th board of directors, deliberated and approved the proposal on repurchase and cancellation of some restricted shares in the 2018 A-share restricted stock incentive plan (phase II). The company plans to buy back and cancel the shares held by the three former incentive objects who resigned 120000 A-share restricted shares that have been granted but have not been lifted shall be repurchased and cancelled, and the repurchase price is 7.60 yuan / share. The independent directors of the company expressed their independent opinions on the cancellation of this repurchase. The board of supervisors checked the number of shares repurchased and cancelled this time and the list of incentive objects involved, and issued verification opinions.
（13） On May 7, 2021, the company held the 2020 annual general meeting of shareholders, deliberated and approved the proposal on repurchase and cancellation of some restricted shares in the 2018 A-share restricted stock incentive plan (phase II). The company plans to buy back and cancel some restricted shares held by the three former incentive objects who resigned 120000 A-share restricted shares that have been granted but have not been lifted shall be repurchased and cancelled.
（14） On June 11, 2021, the company held the 30th meeting of the ninth board of directors, deliberated and approved the proposal on repurchase and cancellation of some restricted shares in the 2018 A-share restricted stock incentive plan (phase II). The company plans to buy back and cancel the restricted shares held by a former incentive object who has been granted but not yet lifted
100000 A-share restricted shares will be repurchased and cancelled, and the repurchase price is 7.20 yuan / share. The independent directors of the company expressed their independent opinions on the cancellation of this repurchase. The board of supervisors checked the number of shares repurchased and cancelled this time and the list of incentive objects involved, and issued verification opinions.
（15） On July 1, 2021, the company held the third extraordinary general meeting of shareholders in 2021, deliberated and approved the proposal on repurchase and cancellation of some restricted shares in the 2018 A-share restricted stock incentive plan (phase II). The company plans to buy back and cancel some restricted shares held by a former incentive object who resigned 100000 A-share restricted shares granted but not yet lifted shall be repurchased and cancelled.
（16） On August 18, 2021, the company held the 32nd meeting of the 9th board of directors, deliberated and approved the proposal on repurchase and cancellation of some restricted shares in the 2018 A-share restricted stock incentive plan (phase II). The company plans to buy back and cancel the shares held by the two former incentive objects who resigned 110000 A-share restricted shares that have been granted but have not been lifted shall be repurchased and cancelled, and the repurchase price is 7.20 yuan / share. On the same day, the independent directors of the company expressed their independent opinions on the cancellation of this repurchase. The board of supervisors checked the number of shares repurchased and cancelled this time and the list of incentive objects involved, and issued verification opinions.
（17） On September 8, 2021, the company held the fourth extraordinary general meeting of shareholders in 2021, deliberated and approved the proposal on repurchase and cancellation of some restricted shares in the 2018 A-share restricted stock incentive plan (phase II). The company plans to buy back and cancel the shares held by the two former incentive objects who left the company 110000 A-share restricted shares granted but not yet lifted shall be repurchased and cancelled.
2、 Matters related to the cancellation of this restricted stock repurchase
(I) approval and authorization of this restricted stock repurchase cancellation
On March 8, 2022, the company held the sixth meeting of the 10th board of directors, which deliberated and approved the “on repurchase and cancellation of some restricted shares in 2018 A-share restricted stock incentive plan (phase II)”
