Beijing Tongshang law firm
About China United Network Communications Limited(600050)
Repurchase and cancellation of some restricted shares
Legal opinion
March, 2002
interpretation
In this legal opinion, unless otherwise specified in the text, the following words shall have the following meanings:
Company means China United Network Communications Limited(600050)
Ordinary shares approved by the CSRC to be issued to domestic investors, listed in the A-share index on the domestic stock exchange, marked with the par value of the shares in RMB, subscribed and traded in RMB
This incentive plan refers to the restricted stock incentive plan and the initial grant plan implemented by China United Network Communications Limited(600050) government
Incentive plan (Draft) refers to the China United Network Communications Limited(600050) restricted stock incentive plan (Draft)
Incentive plan (revised draft refers to the revised version of China United Network Communications Limited(600050) restricted stock incentive plan (Draft))
First phase Grant Scheme (draft refers to the first phase grant scheme of China United Network Communications Limited(600050) restricted stock incentive plan)
Initial grant scheme (draft refers to the revised version of the incentive plan for China United Network Communications Limited(600050) restricted stock) (revised version of the draft)
Interim Measures for the administration of China United Network Communications Limited(600050) restricted stock incentive plan (Draft)
Interim Measures for the administration of China United Network Communications Limited(600050) restricted stock incentive plan (Revised Draft)
Assessment management measures (draft refers to the first case of China United Network Communications Limited(600050) restricted stock incentive plan) for the implementation of assessment management measures (Draft)
Assessment management measures (draft refers to the first amendment of China United Network Communications Limited(600050) restricted stock incentive plan) (Revised Draft)
Incentive object refers to the person who is granted restricted stock according to this incentive plan
Articles of association refers to China United Network Communications Limited(600050) articles of association
The restricted shares granted by the company to the incentive object according to the incentive plan and restricted transfer refer to China United Network Communications Limited(600050) RMB common shares (A shares). The incentive object can only be transferred if the company’s performance objectives and personal performance assessment results meet the conditions specified in the incentive plan, Before you can sell restricted shares and benefit
Grant date refers to the date on which the company grants restricted shares to incentive objects. The grant date must be the trading day, which shall be determined by the board of directors of the company in accordance with relevant regulations
CSRC refers to the China Securities Regulatory Commission
Company Law refers to the company law of the people’s Republic of China
Securities Law refers to the securities law of the people’s Republic of China
The Administrative Measures refer to the administrative measures for equity incentive of listed companies
The Trial Measures refer to the Trial Measures for the implementation of equity incentive by state-controlled listed companies (domestic)
RMB means RMB (unless otherwise specified or specified)
Beijing Tongshang law firm
100022, 6th floor, New China Life Insurance Company Ltd(601336) building, No.12, Jianguomenwai street, Beijing, China
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Email: [email protected]. Website: www.tongshang.com com.
Beijing Tongshang law firm
About China United Network Communications Limited(600050)
Repurchase and cancellation of some restricted shares
Legal opinion
To: China United Network Communications Limited(600050)
Beijing Tongshang law firm is a law firm with legal practice qualification approved by the Beijing Municipal Bureau of justice of the people’s Republic of China and is qualified to issue legal opinions on Chinese legal issues. The exchange is now entrusted by the company to act as a special legal adviser on matters related to the repurchase and cancellation of some restricted shares in the first phase of the company’s incentive plan, and issue this legal opinion.
In order to issue this legal opinion, the exchange has reviewed the incentive plan (Draft), the first phase Award Scheme (Draft), the Interim Measures for management (Draft), the assessment management measures (Draft), the incentive plan (Draft Revision), the first phase Award Scheme (Draft Revision), the Interim Measures for management (Draft Revision), the assessment management measures (Draft Revision), the board of directors Relevant meeting documents such as the board of supervisors and other documents that the bourse deems necessary to review, and checked and verified the relevant facts and materials by querying the public information of government departments.
In order to issue this legal opinion, the exchange has checked and verified the relevant documents and facts of the incentive plan in accordance with the provisions of relevant laws, administrative regulations, normative documents and the requirements of the business rules of the exchange and in the principle of prudence and importance.
With regard to this legal opinion, we hereby make the following statement:
1. In the course of our work, we have been assured by the company that the company has provided us with the original written materials, duplicate materials and oral testimony that we believe are necessary for the preparation of legal opinions, and the documents and materials provided are true, complete and effective without concealment, falsehood and major omissions.
2. The facts and conditions that have occurred or existed before the date of issuance of this legal opinion
The company law, the securities law and other current national laws, regulations, normative documents and relevant provisions of the CSRC.
3. For the fact that this legal opinion is very important and cannot be supported by independent evidence, we rely on the supporting documents issued by relevant government departments, companies or other relevant units and the publicly available information of the competent authorities as the basis for making this legal opinion.
4. In accordance with the provisions of the securities law, the measures for the administration of law firms engaging in securities legal business 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 exchange has strictly performed its statutory duties, followed the principles of diligence and good faith, and conducted full 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.
5. This legal opinion only expresses legal opinions on legal issues in China related to this incentive plan, and the exchange is not qualified to express professional opinions on professional matters such as accounting and auditing and overseas legal matters. When accounting and audit matters are involved in this legal opinion, they are quoted in strict accordance with the professional documents issued by relevant intermediaries and the instructions of the company.
6. The exchange agrees to take this legal opinion as the necessary legal document for the repurchase and cancellation of some restricted shares in the first phase of the company’s incentive plan.
7. This legal opinion is only for the purpose of repurchase and cancellation of some restricted shares in the first phase of the company’s incentive plan, and shall not be used for any other purpose.
In accordance with the company law, the securities law, the administrative measures, the trial measures, the notice on issues related to regulating the implementation of equity incentive system by state-owned holding listed companies and other laws, regulations, normative documents, the articles of association and other relevant provisions, the exchange issued the following legal opinions: I. approval and authorization of this repurchase cancellation
1. On March 11, 2022, the 11th meeting of the seventh board of directors of the company considered and approved the proposal on repurchase and cancellation of restricted shares of some incentive objects of the first phase of restricted stock plan, and agreed that the company would repurchase and cancel 1283 restricted shares at the grant price of 3.79 yuan / share, which were not cancelled due to personal performance
A total of 19443975 restricted shares that meet the unlocking conditions; Agree that the company will repurchase and cancel 1343700 restricted shares held by 44 incentive objects who are not within the scope of incentive due to resignation, dismissal and other reasons according to the grant price of 3.79 yuan / share; Agree that the company will buy back and cancel a total of 1247700 restricted shares held by 30 incentive objects who are not within the scope of incentive due to retirement, organizational transfer and other reasons, which have not been unlocked, according to the grant price plus the interest calculated by the benchmark deposit interest rate for the same period published by the people’s Bank of China (a total of 4.21 yuan / share); Agree to reduce the registered capital, amend the articles of association and handle relevant procedures after the cancellation of repurchase; Agree to submit it to the general meeting of shareholders for deliberation.
2. On March 11, 2022, the fifth meeting of the seventh board of supervisors of the company deliberated and approved the proposal on repurchase and cancellation of restricted shares of some incentive objects of the first phase of restricted stock plan, and agreed that the company would repurchase and cancel 1283 restricted shares that failed to meet the unlocking conditions due to personal performance at the grant price of 3.79 yuan / share; Agree that the company will repurchase and cancel 1343700 restricted shares held by 44 incentive objects who are not within the scope of incentive due to resignation, dismissal and other reasons according to the grant price of 3.79 yuan / share; Agree that the company will buy back and cancel a total of 1247700 restricted shares held by 30 incentive objects who are not within the scope of incentive due to retirement, organizational transfer and other reasons, which have not been unlocked, according to the grant price plus the interest calculated by the benchmark deposit interest rate for the same period published by the people’s Bank of China (a total of 4.21 yuan / share); Agree to reduce the registered capital, amend the articles of association and go through relevant procedures after repurchase and cancellation; Agree to submit it to the general meeting of shareholders for deliberation. On the same day, the board of supervisors of the company issued the review opinions on the repurchase cancellation of the first phase of the company’s restricted stock incentive plan.
3. On March 11, 2022, the independent directors of the company issued the independent opinions on repurchase and cancellation of restricted shares of some incentive objects of the first phase of restricted stock plan, agreed to repurchase and cancel 22035375 restricted shares granted to 1357 people but not lifted, and agreed to submit the proposal to the general meeting of shareholders of the company for deliberation.
Based on the above, the exchange believes that as of the date of issuance of this legal opinion, the company’s repurchase cancellation has obtained the necessary approval and authorization at this stage, which is in line with the relevant provisions of the administrative measures, the trial measures, the incentive plan (Revised Draft) and the first phase of grant scheme (Revised Draft).
2、 The plan for the repurchase and cancellation of some restricted shares
1. Reasons for repurchase cancellation
According to the relevant provisions of the incentive plan (Revised Draft), the first phase Grant Scheme (Revised Draft), the proposal on adjusting the ex dividend and special circumstances of the restricted stock incentive plan and the first phase grant scheme, and the authorization of the company’s second extraordinary general meeting in 2018, as of March 11, 2022, In view of the fact that 1283 incentive objects in the first phase of the restricted stock grant plan have matching grades of B, C, D and e due to their performance contribution, their actual number of unlocked shares this time is 75%, 50%, 25% and 0% of their target number of unlocked shares in the current period. The company’s remaining 19443975 shares held by these incentive objects in the current period have not reached the settlement
