Avary Holding (Shenzhen) Co.Limited(002938) : legal opinion on the repurchase and cancellation of some restricted shares of Avary Holding (Shenzhen) Co.Limited(002938) 2021 incentive plan fangdapartners
Shanghai, Beijing, Shenzhen, Guangzhou, Hong Kong
http://www.fangdalaw.com.
No. 1 Guanghua Road, Chaoyang District, Beijing, China e-mail: [email protected]. 27th floor, North building, Kerry Center, Beijing Tel.: 86-1057695600
Postal Code: 100020 Fax: 86-1057695788
27/F，North Tower, Beijing Kerry Centre1 Guanghua Road, Chaoyang DistrictBeijing 100020, PRC
Shanghai Fangda (Beijing) law firm
About Avary Holding (Shenzhen) Co.Limited(002938) (Shenzhen) Co., Ltd
Some restricted stocks in 2021 incentive plan
Legal opinions on matters related to repurchase and cancellation
To: Avary Holding (Shenzhen) Co.Limited(002938) (Shenzhen) Co., Ltd
Shanghai Fangda (Beijing) law firm (hereinafter referred to as “the firm”) is a law firm with the legal practice qualification of the people’s Republic of China (hereinafter referred to as “China”). According to the legal advisory agreement signed between Avary Holding (Shenzhen) Co.Limited(002938) (Shenzhen) Co., Ltd. (hereinafter referred to as “the company”) and the exchange, the exchange serves as the special legal adviser for the company’s 2021 restricted stock incentive plan project (hereinafter referred to as “2021 incentive plan”), This legal opinion is issued on matters related to the company’s repurchase and cancellation of some restricted shares in the 2021 incentive plan (hereinafter referred to as “this repurchase and cancellation”).
In accordance with the provisions of the company law of the people’s Republic of China, the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), the measures for the administration of equity incentive of listed companies (hereinafter referred to as the “administrative measures”) of the China Securities Regulatory Commission and other applicable rules and normative documents of government departments (hereinafter collectively referred to as the “Chinese laws”), Issue this legal opinion.
In order to issue this legal opinion, our lawyers have reviewed the 2021 restricted stock incentive plan (Draft) of Avary Holding (Shenzhen) Co.Limited(002938) (Shenzhen) Co., Ltd. (hereinafter referred to as the “2021 incentive plan”) Management measures for the implementation and assessment of restricted stock incentive plan of Avary Holding (Shenzhen) Co.Limited(002938) (Shenzhen) Co., Ltd. in 2021, articles of association of Avary Holding (Shenzhen) Co.Limited(002938) (Shenzhen) Co., Ltd. (hereinafter referred to as the “articles of association”), relevant documents of the general meeting of shareholders, documents of the board of directors, documents of the board of supervisors, independent opinions of independent directors The company’s written confirmation and other documents that the exchange deems necessary to review, and checked and verified the relevant facts and materials by querying the public information of government departments. The exchange has also obtained the following guarantee from the company: that is, the right and capacity of the company to sign documents to the exchange, all signatures and seals in the documents provided are authentic, and any signed documents are effectively authorized by relevant parties and signed by their legal representatives or legally authorized representatives; The copy of the document is consistent with the original, and all facts and documents sufficient to affect this legal opinion have been disclosed to the exchange without any concealment, omission, falsehood or misleading; These facts and documents have not changed on the date of providing them to the exchange and the date of issuing this legal opinion.
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 issued by relevant government departments, companies or other relevant institutions to issue legal opinions.
Based on the provisions of Chinese laws in force on the date of issuance, the exchange issues legal opinions on the facts that have occurred or existed before the date of issuance of this legal opinion, and based on the understanding of relevant facts and Chinese laws.
The exchange only gives legal opinions on the legal issues related to the cancellation of this repurchase, and does not comment on professional matters such as accounting audit, asset evaluation, credit rating, internal financial control, investment and business decision-making, because the exchange does not have the appropriate qualifications to make such comments. When such contents are involved in this legal opinion, they are quoted in strict accordance with the reports issued by relevant intermediaries or the company’s documents. Such quotations do not indicate that the exchange makes any express or implied recognition or guarantee for the authenticity and accuracy of relevant data, conclusions and considerations. In accordance with the provisions of the securities law, the measures for the administration of securities legal business by law firms and the rules for the practice of securities legal business by law firms (for Trial Implementation), and 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, due 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.
This legal opinion is only for the company’s cancellation of this repurchase, and shall not be used by any other person or for any other purpose. Without the prior written consent of the exchange, this legal opinion shall not be provided to, relied on or used for any other purpose.
The exchange agrees to take this legal opinion as the necessary legal document for the company’s repurchase cancellation.
We have verified and verified the relevant documents and facts provided by the company in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, and now issue the following legal opinions: I. approval and authorization of this repurchase cancellation
1.1 on April 20, 2021, the company held the 11th meeting of the second board of directors and the 5th meeting of the second board of supervisors, and deliberated and adopted the proposal on Avary Holding (Shenzhen) Co.Limited(002938) (Shenzhen) Co., Ltd. 2021 restricted stock incentive plan (Draft) and its summary and related matters respectively.
The independent directors of the company expressed independent opinions on the 2021 incentive plan and other relevant proposals. The board of supervisors reviewed the 2021 incentive plan.
1.2 from April 21, 2021 to April 30, 2021, the company publicized the names and positions of the list of incentive objects. During the publicity period, the board of supervisors of the company did not receive any objection related to the incentive objects of the 2021 incentive plan. On May 7, 2021, the board of supervisors of the company announced the announcement and verification opinions of the board of supervisors of Avary Holding (Shenzhen) Co.Limited(002938) (Shenzhen) Co., Ltd. on the list of incentive objects of the company’s restricted stock incentive plan in 2021.
1.3 on May 12, 2021, the company held the 2020 annual general meeting of shareholders, The proposal on the 2021 restricted stock incentive plan of Avary Holding (Shenzhen) Co.Limited(002938) (Shenzhen) Co., Ltd. (Draft) and its summary, the proposal on the measures for the administration of the implementation and assessment of the 2021 restricted stock incentive plan of Avary Holding (Shenzhen) Co.Limited(002938) (Shenzhen) Co., Ltd., and the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive were reviewed and adopted And other relevant proposals. Among them, the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive authorizes the board of directors to handle matters related to the 2021 incentive plan, including the repurchase and cancellation of restricted shares whose sales restrictions have not been lifted according to the provisions of the 2021 incentive plan.
1.4 according to the authorization of the 2020 annual general meeting of shareholders, on June 15, 2021, the company held the 13th meeting of the second board of directors, deliberated and adopted the proposal on adjusting the matters related to the 2021 restricted stock incentive plan and the proposal on granting restricted shares to incentive objects, The number of incentive objects who agree to this incentive plan is adjusted from 300 to 287, and the number of granted shares is adjusted from 10.6 million shares to 10.085 million shares. Due to the implementation of annual equity distribution in 2020, the grant price is adjusted from 16.94 yuan / share to 16.44 yuan / share; It is agreed to grant 10.085 million restricted shares to 287 incentive objects according to the plan proposed by the company on June 15, 2021. On the same day, the independent directors issued the independent opinions on relevant matters of the 13th meeting of the second board of directors, and agreed that the number of incentive objects in this incentive plan was adjusted from 300 to 287, the number of granted shares was adjusted from 10.6 million shares to 10.085 million shares, and the grant price was adjusted from 16.94 yuan / share to 16.44 yuan / share; It is agreed to grant 10.085 million restricted shares to 287 incentive objects according to the plan proposed by the company on June 15, 2021.
1.5 on June 15, 2021, the company held the seventh meeting of the second board of supervisors, deliberated and approved the proposal on adjusting matters related to the 2021 restricted stock incentive plan and the proposal on granting restricted shares to incentive objects, and agreed to adjust the number of incentive objects in this incentive plan from 300 to 287, The number of granted shares was adjusted from 10.6 million shares to 10.085 million shares. Due to the implementation of annual equity distribution in 2020,
The grant price was adjusted from 16.94 yuan / share to 16.44 yuan / share; It is agreed to grant 10.085 million restricted shares to 287 incentive objects according to the plan proposed by the company on June 15, 2021.
1.6 on July 6, 2021, the company posted on the website of Shenzhen Stock Exchange (www.szse. CN.) And the designated media disclosed the announcement on the completion of the grant registration of the restricted stock incentive plan in 2021. One incentive object voluntarily gave up the subscription of 40000 restricted shares to be granted by the company for personal reasons, and the company actually granted 10.045 million restricted shares to 286 incentive objects.
1.7 on March 16, 2022, the company held the 17th meeting of the second board of directors and the 10th meeting of the second board of supervisors, which respectively deliberated and adopted the proposal on repurchase and cancellation of some restricted shares in the 2021 restricted stock incentive plan, It is agreed that the company plans to repurchase and cancel 320000 restricted shares granted by the 2021 incentive plan for 10 resigned incentive objects at a price of 16.44 yuan / share. On the same day, the independent directors expressed their independent opinions.
In conclusion, the exchange believes that as of the date of issuance of this legal opinion, the company has obtained the necessary approval and authorization for the cancellation of this repurchase, which is in line with the relevant provisions of the administrative measures and the 2021 incentive plan. 2、 Cancellation of this repurchase
According to the provisions of “II. Changes in the personal situation of the incentive object” in “Chapter 13 handling of changes in the company / individual” of the 2021 incentive plan, the incentive object resigns, the labor relationship is terminated for personal reasons or the contract expires and will not be renewed or resigns voluntarily, and resigns passively due to layoffs of the company, The restricted shares granted to the incentive object under the plan but not yet lifted shall be repurchased and cancelled by the company according to the grant price. The board of directors may decide to change the position of the incentive object due to incompetence, violation of the law, violation of professional ethics, disclosure of company secrets, dereliction of duty or dereliction of duty and other acts that damage the interests or reputation of the company, or the termination of the labor relationship with the incentive object by the company or its subsidiaries due to the above reasons, The restricted shares granted to the incentive object but not yet lifted shall not be lifted, and the company shall repurchase and cancel them at the grant price.
According to the written confirmation of the company, since 10 incentive objects under the 2021 incentive plan resigned before the expiration of the sales restriction period, the above circumstances specified in the 2021 incentive plan occurred. The company plans to repurchase and cancel the restricted shares granted to the above-mentioned 10 incentive objects but not lifted.
According to the 2021 incentive plan and the proposal on repurchase and cancellation of some restricted shares in the 2021 restricted stock incentive plan deliberated and adopted at the 17th meeting of the second board of directors on March 16, 2022, The company plans to repurchase and cancel 320000 restricted shares granted by the 2021 incentive plan that have been granted to the resigned incentive objects but have not yet been lifted according to RMB 16.44/share.
To sum up, the exchange believes that the reasons for the cancellation of this repurchase, the repurchase quantity of restricted shares and the repurchase price of the company comply with the relevant provisions of the administrative measures and the 2021 incentive plan. 3、 Concluding observations
To sum up, the exchange believes that the company has obtained the necessary approval and authorization for the cancellation of this repurchase, which is in line with the relevant provisions of the management measures and the 2021 incentive plan; The reasons for the cancellation of this repurchase, the repurchase quantity of restricted shares and the repurchase price of the company comply with the relevant provisions of the administrative measures and the 2021 incentive plan.
This legal opinion is made in duplicate.
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