Beijing Zhonglun law firm
About Beijing Oriental Jicheng Co.Ltd(002819)
Repurchase and cancellation of some restricted shares under the equity incentive plan
Legal opinion
March, 2002
Beijing Shanghai Shenzhen Guangzhou Chengdu Chongqing Hangzhou Nanjing Haikou Tokyo Hong Kong London New York Los Angeles San Francisco Almaty
catalogue
1、 Reasons for cancellation of this repurchase 3 II. Procedures for cancellation of this repurchase 3. Price adjustment basis, quantity and price of this repurchase cancellation 4. Concluding observations six
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Beijing Zhonglun law firm
About Beijing Oriental Jicheng Co.Ltd(002819)
Repurchase and cancellation of some restricted shares under the equity incentive plan
Legal opinion
To: Beijing Oriental Jicheng Co.Ltd(002819)
Beijing Zhonglun law firm (hereinafter referred to as “the firm”) is entrusted by Beijing Oriental Jicheng Co.Ltd(002819) (hereinafter referred to as ” Beijing Oriental Jicheng Co.Ltd(002819) ” or “the company”) to act as a special legal adviser on matters related to the company’s implementation of the 2018 restricted stock incentive plan (hereinafter referred to as “the 2018 incentive plan”) and issue this legal opinion on the repurchase and cancellation of some restricted shares (hereinafter referred to as “the repurchase and cancellation”). In order to issue this legal opinion, our lawyers have reviewed the Beijing Oriental Jicheng Co.Ltd(002819) 2018 restricted stock incentive plan (Revised Draft) (hereinafter referred to as “2018 incentive plan (Revised Draft)”), the measures for the administration of the implementation of Beijing Oriental Jicheng Co.Ltd(002819) 2018 restricted stock incentive plan (Revised Draft) (hereinafter referred to as “2018 assessment measures (Revised Draft)” List of incentive objects of Beijing Oriental Jicheng Co.Ltd(002819) 2018 restricted stock incentive plan (after adjustment).
Relevant documents of the general meeting of shareholders, meeting documents of the board of directors, meeting documents of the board of supervisors, independent opinions of independent directors, written statements of the company and other documents deemed necessary to be reviewed by our lawyers, and checked and verified the relevant facts and materials by querying the public information of government departments.
In order to issue this legal opinion, our lawyers checked and verified the documents and facts related to the cancellation of this repurchase in accordance with the provisions of relevant laws, administrative regulations, normative documents and the requirements of our business rules and in the principle of prudence and importance.
– all signatures and seals on the documents are authentic;
– the originals of all documents provided to the firm and its lawyers are true;
– copies of all documents provided to the firm and its lawyers are consistent with their originals;
– the facts stated in these documents are true, accurate and complete without omission and / or misleading. In order to issue this legal opinion, our lawyer hereby makes the following statement:
1. This legal opinion is issued in accordance with the applicable Chinese laws, regulations and normative documents based on the facts that have occurred or existed before the date of issuance of this legal opinion;
2. Our firm and our lawyers’ understanding of the relevant facts involved in this legal opinion ultimately depends on the documents, materials and statements provided by the company to our firm and our lawyers, and the company has guaranteed its authenticity, completeness and accuracy to our firm and our lawyers;
3. This legal opinion only expresses opinions on the legal issues related to the repurchase cancellation, and does not express opinions on the rationality of the assessment standards and other aspects involved in the repurchase cancellation, as well as accounting, finance and other non legal professional matters;
4. We and our lawyers are convinced that there are no false records, misleading statements and major omissions in this legal opinion;
5. We and our lawyers agree to take the legal opinion as the necessary legal document for the company to implement the repurchase cancellation, report it together with other materials, and are willing to bear corresponding legal liabilities for this legal opinion; 6. The firm and its lawyers agree that the company shall quote the relevant contents of this legal opinion in the relevant documents prepared for the implementation of this repurchase cancellation, but when the company makes the above quotation, it shall not cause legal ambiguity or misinterpretation due to the quotation. The company has the right to review and confirm the corresponding contents of the above relevant documents again;
7. This legal opinion is only used by the company for the purpose of this repurchase cancellation, and shall not be used for any other purpose without the written consent of the exchange and its lawyers;
8. The company has carefully read this legal opinion and confirmed that the facts quoted or cited in this legal opinion are true, accurate and complete without any false or misleading statements or conclusions.
In accordance with the company law, the securities law, the measures for the administration of equity incentives of listed companies (Order No. 148 of the China Securities Regulatory Commission) (hereinafter referred to as the “administrative measures”) and other laws, regulations and normative documents, as well as the Beijing Oriental Jicheng Co.Ltd(002819) articles of Association (hereinafter referred to as the “articles of association”) and other relevant provisions, the following legal opinions are issued on the cancellation of the company’s repurchase:
1、 Reasons for cancellation of this repurchase
According to the provisions of the 2018 incentive plan (Revised Draft) and the 2018 assessment measures (Revised Draft), if the incentive object leaves the company due to resignation, dismissal or layoff, or the incentive object dies due to non performance of duty, the company has the right to repurchase and cancel the restricted shares that have been granted to the incentive object but have not been lifted on the date of occurrence.
As one incentive object in the 2018 incentive plan resigned due to personal reasons and no longer qualified as an incentive object in the 2018 incentive plan, according to the provisions of the 2018 incentive plan (Revised Draft), Beijing Oriental Jicheng Co.Ltd(002819) the board of directors deliberated and decided to repurchase and cancel 5878 restricted shares of the above-mentioned incentive object that cannot be lifted.
In conclusion, our lawyers believe that the reasons for the cancellation of this repurchase comply with the relevant provisions of the company law, the securities law, the administrative measures and the 2018 incentive plan (Revised Draft).
2、 Procedures for cancellation of this repurchase
Upon inspection, the following procedures have been performed for the cancellation of this Repurchase:
(I) October 15, 2018, The third extraordinary general meeting of the company in 2018 deliberated and passed the proposal on Beijing Oriental Jicheng Co.Ltd(002819) 2018 restricted stock incentive plan (Revised Draft) and its abstract, the proposal on Beijing Oriental Jicheng Co.Ltd(002819) 2018 restricted stock incentive plan implementation assessment management measures (Revised Draft), and the proposal on submitting the general meeting of the company to authorize the board of directors to handle matters related to 2018 restricted stock incentive plan.
(II) on March 28, 2022, the company held the 8th meeting of the 5th board of directors and the 7th Meeting of the 5th board of supervisors, deliberated and approved the proposal on repurchase and cancellation of some restricted shares, and agreed with the company
Buy back and cancel 5878 restricted shares of one incentive object that cannot be lifted, and the repurchase price is 109362 yuan / share.
(III) on March 28, 2022, the independent directors expressed independent opinions on the repurchase and cancellation, and believed that the above repurchase and cancellation of some restricted shares was in line with the management measures and other relevant laws and regulations, as well as the provisions of the company’s 2018 incentive plan (Revised Draft) and 2018 assessment measures (Revised Draft), and the procedures were legal and compliant.
To sum up, our lawyers believe that the repurchase cancellation has obtained the necessary approval and authorization and performed the relevant procedures, which is in line with the relevant provisions of the company law, the management measures and the 2018 incentive plan (Revised Draft).
3、 Price adjustment basis, quantity and price of this repurchase cancellation
(I) adjustment basis for the cancellation price and quantity of this repurchase
According to the provisions of the 2018 incentive plan (Revised Draft), after the restricted shares granted to the incentive object are registered, if the company has matters affecting the total share capital or the price of the company’s shares, such as the conversion of capital reserve into share capital, the distribution of stock dividends, the Division of shares, the allotment or reduction of shares, and the dividend distribution, the company shall adjust the repurchase quantity and price of the restricted shares that have not been lifted, The adjustment method of “repurchase price” is as follows:
1. Conversion of capital reserve into share capital, distribution of stock dividends, stock split:
P＝P0/（1＋n）
Where: P is the adjusted repurchase price of restricted shares per share, and P0 is the grant price of restricted shares per share; N is the ratio of conversion of reserve fund per share into share capital, distribution of stock dividends and stock subdivision (i.e. the number of shares increased after conversion, distribution or stock subdivision of each share).
2. Allotment:
P＝P0 × （P1＋P2 × n）/[P1 × (1＋n)]
Where: P1 is the closing price on the date of equity registration; P2 is the allotment price; N is the proportion of shares allotted (i.e. the proportion between the number of shares allotted and the total shares of the company before the allotment)
3. Stock reduction:
P＝P0÷n
Where: P is the adjusted repurchase price of restricted shares per share, and P0 is the grant price of restricted shares per share; N is the share reduction ratio per share (i.e. 1 share is reduced to n shares).
4. Dividends:
P＝P0-V
Where: P0 is the repurchase price of restricted shares per share before adjustment; V is the dividend per share; P is the adjusted repurchase price of restricted shares per share. After dividend adjustment, P must still be greater than 1.
(II) quantity of this repurchase cancellation
The number of restricted shares cancelled in this repurchase is 5878.
(III) the price of this repurchase cancellation
The equity distribution plan of the company in 2018 is based on the total share capital of the company as of the date of dividend distribution equity registration
Based on 121103182 shares, 0.4 yuan in cash (including tax) will be distributed to all shareholders for every 10 shares, and 3 shares will be added to all shareholders for every 10 shares with capital reserve.
The company’s 2019 annual equity distribution plan is to distribute a cash dividend of 0.5 yuan (including tax) to all shareholders for every 10 shares based on the total share capital of the company as of the dividend distribution equity registration date.
The annual equity distribution plan of the company in 2020 is to distribute 0.6 yuan (tax included) in cash to all shareholders for every 10 shares based on the total share capital of the company of 159463156 shares as of the date of dividend distribution equity registration.
According to the adjustment method of restricted stock repurchase price, the repurchase price of restricted stock granted by the restricted stock incentive plan in 2018 is adjusted to 109362 yuan / share.
In conclusion, our lawyers believe that the price adjustment basis, quantity and price of this repurchase cancellation of the company comply with the provisions of the 2018 incentive plan (Revised Draft).
4、 Concluding observations
In conclusion, the reasons for the cancellation of the company’s incentive plan (in the draft of the law on securities repurchase) and the relevant provisions of the law on securities repurchase (in the draft of the law on securities repurchase) in 2018; The cancellation of this repurchase has obtained the necessary approval and authorization at this stage and performed the relevant procedures, which is in line with the provisions of the company law, the securities law, the administrative measures and the 2018 incentive plan (Revised Draft). The company still needs to hold a general meeting of shareholders to review the relevant proposals on this repurchase cancellation; The price adjustment basis, repurchase price and quantity of this repurchase cancellation comply with the provisions of the 2018 incentive plan (Revised Draft). The company shall timely perform the obligation of information disclosure on the repurchase and cancellation of incentive shares, and handle the procedures of reducing registered capital and share cancellation registration in accordance with the provisions of the company law and other laws and regulations. (no text below)
(this page is the signature and seal page of the legal opinion of Beijing Zhonglun law firm on the repurchase and cancellation of some restricted shares under Beijing Oriental Jicheng Co.Ltd(002819) equity incentive plan)
Beijing Zhonglun law firm (seal)
Person in charge: Handling lawyer:
Zhang Xuebing, Yu Hongbin
Holcombe
two hundred and two
