Beijing Tongshang law firm
About China United Network Communications Limited(600050)
Matters related to the unlocking of 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 sell the restricted shares and benefit only if the company's performance objectives and personal performance evaluation results meet the conditions specified in the incentive plan
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
SASAC refers to the state owned assets supervision and Administration Commission of the State Council
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
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Beijing Tongshang law firm
About China United Network Communications Limited(600050)
Matters related to the unlocking of 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 unlocking of restricted shares reserved for the first time and granted in 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 sufficient verification and verification to ensure that the facts identified in this legal opinion are true It is accurate and complete, and the concluding opinions issued are legal and accurate, without false records, misleading statements or major omissions, and shall 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 a necessary legal document for the unlocking of restricted shares granted for the first time and reserved in the company's incentive plan.
7. This legal opinion is only for the purpose of unlocking the restricted shares granted for the first time and reserved in this 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 the equity incentive system by state-controlled listed companies and other laws, regulations, normative documents, the articles of association and other relevant provisions, the exchange issued the following legal opinions: I. the procedures that have been performed have been unlocked this time
1. On February 28, 2018, the company's second extraordinary general meeting of shareholders in 2018 deliberated and passed the proposal on the company's restricted stock incentive plan (Revised Draft) and its summary, the proposal on the first phase of the company's restricted stock plan (Revised Draft) and its summary, and the proposal on the company's restricted stock plan
The proposal for the first phase of the company's restricted stock incentive plan to grant the implementation of the assessment management measures (Revised Draft), the proposal on requesting the general meeting of shareholders to authorize the board of directors or persons authorized by the board of directors to handle matters related to the restricted stock incentive plan with full power, and other relevant proposals, and authorize the board of directors to review and confirm whether the company and incentive objects meet the unlocking conditions, and handle all matters required for the unlocking of incentive objects.
2. On August 19, 2021, the third meeting of the seventh board of directors of the company deliberated and approved the proposal on the achievement of the company's performance conditions in the third unlocking period of the first phase of the company's restricted stock incentive plan, and the independent directors of the company expressed their independent opinions on the proposal.
3. On August 19, 2021, the second meeting of the seventh board of supervisors of the company deliberated and approved the proposal on the achievement of the company's performance conditions in the third unlocking period of the first phase of the company's restricted stock incentive plan, and issued verification opinions on relevant matters.
4. On March 11, 2022, the 11th meeting of the seventh board of directors of the company deliberated and approved the proposal on unlocking the third unlocking period of the company's restricted stock incentive plan for the first time and the second unlocking period of reserved granted shares, and considered that according to the agreement on the unlocking period in the first phase of the company's restricted stock incentive plan, from April 9, 2022, The first grant of restricted shares enters the third unlocking period; Since March 5, 2022, the reserved grant restricted shares have entered the second unlocking period. As of March 11, 2022, the company's operating performance in 2020 has reached the company's performance conditions for the third unlocking period specified in the first phase of the company's restricted stock incentive plan. Combined with the individual performance of the incentive objects and other conditions for lifting the restriction on sales, the company has 7306 incentive objects who meet the unlocking conditions for the first time and reserved to be granted this time, and 2067725 restricted shares are proposed to be lifted, Accounting for about 0.7% of the total share capital of the company.
5. On March 11, 2022, the fifth meeting of the seventh board of supervisors of the company deliberated and approved the proposal on unlocking the third unlocking period of the company's restricted stock incentive plan for the first time and the second unlocking period of reserved shares. It is considered that after verification, as of March 11, 2022, The unlocking qualification of 7306 incentive objects granted restricted shares for the first time and reserved for the first time in the first phase of the company's restricted stock incentive plan is legal and valid, and meets the unlocking conditions corresponding to the incentive plan (Revised Draft) and the first phase of the incentive plan (Revised Draft). The company restricts the sale of restricted shares to all incentive objects
There is no violation of the provisions of relevant laws and regulations, and there is no violation of the interests of the company and all shareholders. It is agreed that the company will handle unlocking related matters for 206767725 restricted shares held by 7306 incentive objects who meet the conditions for lifting the restrictions.
6. On March 11, 2022, the independent directors of the company issued the independent opinions on matters related to the unlocking of the third unlocking period of the company's restricted stock incentive plan for the first time and the second unlocking period of reserved shares. It is considered that after verification, as of March 11, 2022, The company's performance in 2020 has reached the company's performance conditions for the third unlocking period set in the first phase Grant Scheme (Revised Draft). Combined with other unlocking conditions such as the individual performance conditions of incentive objects, the company has 7306 incentive objects who meet the unlocking conditions for the first time and reserved grants, and 206767725 restricted shares are to be unlocked, accounting for about 0.7% of the total share capital of the company. Company to
