Beijing Yingke (Shenzhen) law firm
about
Fiyta Precision Technology Co.Ltd(000026) 2018 A-share restricted stock incentive plan (phase I)
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 I)
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 accepts the entrustment of Fiyta Precision Technology Co.Ltd(000026) (hereinafter referred to as the “company”, ” Fiyta Precision Technology Co.Ltd(000026) ” or “listed company”), As the special legal adviser of the company’s 2018 A-share restricted stock incentive plan (phase I) (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 and regulations, as well as the relevant provisions of 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 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 Fiyta Precision Technology Co.Ltd(000026) 2018 A-share restricted stock incentive plan (phase I) (Revised Draft) (hereinafter referred to as the “incentive plan (Revised 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.
Text
1、 Implementation of this equity incentive plan
(I) on November 12, 2018, the company held the third meeting of the ninth board of directors, deliberated and adopted the company’s 2018 A-share restricted stock incentive plan (phase I) (Draft) and its summary Proposals such as the management measures for the implementation and assessment of the company’s 2018 A-share restricted stock incentive plan and the proposal on submitting 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.
(II) on November 12, 2018, the independent directors of the company expressed their independent opinions that the 2018 A-share restricted stock incentive plan (phase I) to be implemented by the company is conducive to the sustainable and healthy development of the company and does not harm the interests of the company and all shareholders, and agreed to the above matters.
(III) on November 12, 2018, the company held the third meeting of the ninth board of supervisors, deliberated and adopted the company’s 2018 A-share restricted stock incentive plan (phase I) (Draft) and its summary The management measures for the implementation and assessment of the company’s 2018 A-share restricted stock incentive plan and the proposal on verifying the list of incentive objects of the 2018 A-share restricted stock incentive plan (phase I) (Draft) of Fiyta Precision Technology Co.Ltd(000026) (Group) Co., Ltd, It also believes that the contents of the company’s 2018 A-share restricted stock long-term incentive plan (Draft) and its abstract comply with the provisions of the company law, securities law, administrative measures and other relevant laws and regulations, normative documents and the articles of association. The implementation of the incentive plan in this period will help to promote the steady and rapid improvement of the company’s operating performance, To ensure the smooth realization of the company’s long-term development goals, without damaging the interests of the listed company and all shareholders; The personnel listed in the list of incentive objects of the current incentive plan meet the conditions of incentive objects specified in the management measures and the scope of incentive objects specified in the current incentive plan. Their subject qualification as the incentive object of the current incentive plan of the company is legal and effective.
(IV) on December 25, 2018, the company held the fourth meeting of the ninth board of directors, deliberated and approved the company’s 2018 A-share restricted stock incentive plan (phase I) (Revised Draft) and its abstract, the company’s 2018 A-share restricted stock incentive plan management method (Revised Draft) and other proposals. (V) on December 25, 2018, the independent directors of the company expressed their independent opinions that the 2018 A-share restricted stock incentive plan (phase I) to be implemented by the company is conducive to the sustainable and healthy development of the company and does not harm the interests of the company and all shareholders, And agree to the proposal of the company’s 2018 A-share restricted stock incentive plan (phase I) (Revised Draft) and its summary.
(VI) on December 25, 2018, the company held the fourth meeting of the ninth board of supervisors, deliberated and adopted the company’s 2018 A-share restricted stock incentive plan (phase I) (Revised Draft) and its abstract, the company’s 2018 A-share restricted stock incentive plan management measures (Revised Draft) and other proposals. The board of supervisors believes that the contents of the company’s 2018 A-share restricted stock incentive plan (phase I) (Revised Draft) and its abstract comply with the provisions of the company law, securities law, management measures and other relevant laws, regulations, normative documents and the articles of association. The implementation of the incentive plan in this period will help to promote the steady and rapid improvement of the company’s operating performance, Ensure the smooth realization of the company’s long-term development goals, and there is no situation that damages the interests of the listed company and all shareholders.
(VII) on January 5, 2019, the company issued the announcement on the approval of the first phase of restricted stock incentive plan by the state owned assets supervision and administration authority. On January 4, 2019, the company received the reply on the implementation of the first phase of restricted stock incentive plan by Fiyta Precision Technology Co.Ltd(000026) (Group) Co., Ltd. (gzkp [2018] No. 936) made by the state owned assets supervision and Administration Commission of the State Council on December 20, 2018, In principle, the company is approved to implement the restricted stock incentive plan.
(VIII) from November 13, 2018 to November 22, 2018, the company publicized the names and positions of the list of incentive objects granted this time within the company. During the publicity period, the board of supervisors of the company did not receive any objection related to the incentive objects. On January 5, 2019, the company disclosed the statement of the board of supervisors on the review and publicity of the list of incentive objects of the company’s restricted stock incentive plan.
(IX) on January 11, 2019, the company held the first extraordinary general meeting of shareholders in 2019, deliberated and adopted the company’s 2018 A-share restricted stock long-term incentive plan (Revised Draft) and its abstract, the company’s 2018 A-share restricted stock incentive plan (phase I) (Revised Draft) and its abstract Measures for the administration of the company’s 2018 A-share restricted stock incentive plan (Revised), measures for the administration of the implementation and assessment of the company’s 2018 A-share restricted stock incentive plan, and proposal on submitting 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. On January 12, 2019, the company disclosed the self inspection report on insider trading of the company’s shares by insiders of the 2018 A-share restricted stock incentive plan (phase I).
(x) on January 11, 2019, the company held the fifth meeting of the ninth board of directors, The proposal on adjusting the list and number of incentive objects granted by the company’s 2018 A-share restricted stock incentive plan (phase I) and the proposal on granting restricted shares to incentive objects of the company’s 2018 A-share restricted stock incentive plan (phase I) were reviewed and passed. The independent directors of the company expressed independent opinions on this. The board of supervisors checked the list of incentive objects granted by the 2018 A-share restricted stock incentive plan (phase I) and issued verification opinions.
（11） On January 11, 2019, the company granted 4224000 A-share restricted shares to 128 incentive objects, accounting for 0.97% of the total share capital of the company. The independent directors of the company expressed independent opinions on this. The board of supervisors checked the list of incentive objects on the grant date again and issued verification opinions.
（12） On January 10, 2020, the company held the 15th meeting of the 9th board of directors and the 12th meeting of the 9th board of supervisors, deliberated and passed the proposal on repurchase and cancellation of some restricted shares in the 2018 A-share restricted stock incentive plan (phase I). The company plans to buy back and cancel the shares held by the two former incentive objects who resigned 47000 A-share restricted shares that have been granted but have not been lifted shall be repurchased and cancelled, and the repurchase price is 4.20 yuan / share. The independent directors of the company expressed independent opinions on this. 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） The 13th session of the board of supervisors on the incentive plan of the company and the proposal on the withdrawal of restricted shares held by the company in the 9th session of the board of directors held on March 1, 2018 were considered and adopted 20000 A-share restricted shares that have been granted but have not been lifted shall be repurchased and cancelled, and the repurchase price is 4.20 yuan / share. The independent directors of the company expressed independent opinions on this. 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.
（14） On April 13, 2020, the company held the first extraordinary general meeting of shareholders in 2020, deliberated and passed two proposals on repurchase and cancellation of some restricted shares in the 2018 A-share restricted stock incentive plan (phase I). The company plans to hold the total of 3 former incentive objects who have resigned and have been granted but have not yet been approved
67000 A-share restricted shares that have not been lifted shall be repurchased and cancelled, and the repurchase price is 4.20 yuan / share. On April 14, 2020, the company disclosed the announcement on repurchase and cancellation of some restricted shares, reduction of registered capital and notification to creditors.
（15） On May 11, 2020, the company held the 18th meeting of the 9th board of directors and the 15th meeting of the 9th board of supervisors, deliberated and passed the proposal on repurchase and cancellation of some restricted shares in the 2018 A-share restricted stock incentive plan (phase I). The company plans to buy back and cancel some restricted shares held by one former incentive object who resigned 27000 A-share restricted shares that have been granted but have not been lifted shall be repurchased and cancelled, and the repurchase price is 4.20 yuan / share. The independent directors of the company expressed independent opinions on this. 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.
（16） On June 4, 2020, the company held the 2019 annual general meeting of shareholders, deliberated and passed the proposal on repurchase and cancellation of some restricted shares in the 2018 A-share restricted stock incentive plan (phase I). The company plans to repurchase and cancel 27000 A-share restricted shares held by a former incentive object who has resigned and has been granted but not been lifted.
（17） On July 6, 2020, the company held the 19th meeting of the 9th board of directors and the 16th meeting of the 9th board of supervisors, deliberated and passed the proposal on repurchase and cancellation of some restricted shares in the 2018 A-share restricted stock incentive plan (phase I). The company plans to buy back and cancel some restricted shares held by a former incentive object who left office 20000 A-share restricted shares that have been granted but have not been lifted shall be repurchased and cancelled, and the repurchase price is 4.00 yuan / share. Company independence
