28th and 29th floors, Rongchao economic and Trade Center, 4028 Jintian Road, Futian District, Shenzhen, Guangdong, China postcode: 518035
28&29 Floor, Landmark, No.4028 Jintian Road, Futian District, Shenzhen 518035, P.R.C.
Tel: 075533988188 Fax: 075533988199 http://www.junzejun.com.
Beijing JunZeJun (Shenzhen) law firm
About Lingyi Itech (Guangdong) Company(002600)
2018 stock option and restricted stock incentive plan
In the third exercise period, the exercise conditions and the conditions for lifting the restrictions on sales were not fulfilled
And the cancellation of some stock options and the repurchase and cancellation of some restricted shares
Legal opinion
To: Lingyi Itech (Guangdong) Company(002600)
Beijing JunZeJun (Shenzhen) law firm (hereinafter referred to as the firm) has accepted the entrustment of Lingyi Itech (Guangdong) Company(002600) (hereinafter referred to as the company or Lingyi Itech (Guangdong) Company(002600) ) to act as the special legal consultant of the company's 2018 stock option and restricted stock incentive plan (hereinafter referred to as the incentive plan), and in accordance with the company law of the people's Republic of China (hereinafter referred to as the company law) The securities law of the people's Republic of China, the measures for the administration of equity incentive of listed companies (hereinafter referred to as the "measures") and other relevant laws, regulations, rules and other normative documents, as well as the provisions of the Lingyi Itech (Guangdong) Company(002600) articles of association, This legal opinion is issued on the matters related to the failure of the exercise conditions in the third exercise period and the lifting of the restrictions in the lifting of the restrictions in the third exercise period of the incentive plan and the cancellation of some stock options and the repurchase and cancellation of some restricted shares (hereinafter referred to as the repurchase and cancellation).
In order to issue this legal opinion, our lawyer declares as follows:
1. In accordance with the provisions of the company 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) and the facts that have occurred or exist before the date of issuance of this legal opinion, the exchange strictly performs its statutory duties and follows the principles of diligence and good faith, Carry out nuclear inspection in Beijing, Shenzhen, Shanghai, Guangzhou, Tianjin, Chengdu, Nanjing, Changsha, Changchun, Zhuhai, Haikou, Kunming, Shijiazhuang, Zhengzhou, Hong Kong, Beijing, Shenzhen, Shanghai, Guangzhou, Tianjin, Chengdu, Nanjing, Changsha, Changchun, Zhuhai, Haikou, Kunming, Shijiazhuang, Zhengzhou, Hong Kong
To certify 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.
2. In order to issue this legal opinion, the exchange has verified the documents that need to be verified according to the provisions and other documents that the exchange deems necessary to consult in accordance with the relevant provisions of 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). At the same time, the exchange has obtained the following guarantee from the company: the company has provided the exchange with authentic and effective original written materials, duplicate materials or oral testimony necessary for the issuance of this legal opinion, the signature or seal on the relevant materials is true and effective, and the relevant copies or duplicates are consistent with the original materials or originals, and there are no false contents or major omissions.
3. The exchange only gives opinions on the legal issues related to the cancellation of this repurchase, and only gives legal opinions in accordance with the current effective laws and regulations of China, and does not give legal opinions in accordance with any overseas laws. The exchange will not comment on the rationality of the underlying stock value, assessment standards and other related issues involved in the company's incentive plan, as well as accounting, finance and other non legal professional matters. When quoting relevant financial data or conclusions in this legal opinion, the exchange has fulfilled the necessary duty of care, but such quoting shall not be regarded as any express or implied guarantee for the authenticity and accuracy of these data and conclusions.
4. This legal opinion is only used by the company for the purpose of implementing this incentive plan, and shall not be used for any other purpose without the written consent of the exchange.
5. The exchange agrees that the company will take this legal opinion as one of the documents for the implementation of this incentive plan, announce it together with other documents, and bear corresponding legal liabilities for the legal opinions issued, and agrees that the company will quote the relevant contents of this legal opinion in the relevant documents prepared for the implementation of this incentive plan, but the company 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.
Based on the above, in accordance with the provisions of the company law and other relevant laws, regulations, rules and other normative documents, and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, the exchange issued the following legal opinions: I. approval and authorization of this repurchase cancellation
According to the announcement of the resolutions of the board of directors, the board of supervisors and the general meeting of shareholders, the documents of independent directors and relevant announcement documents of the company on this incentive plan, the approval and authorization of this repurchase cancellation are as follows:
On September 21, 2018, the company held the fifth extraordinary general meeting of shareholders in 2018, deliberated and approved the proposal on Lingyi Itech (Guangdong) Company(002600) 2018 stock option and restricted stock incentive plan (Draft) and its summary, and the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to Lingyi Itech (Guangdong) Company(002600) 2018 stock option and restricted stock incentive plan.
On September 25, 2018, the company held the 7th Meeting of the 4th board of directors and the 6th meeting of the 4th board of supervisors, which respectively deliberated and approved the proposal on granting stock options and restricted shares to the incentive objects of Lingyi Itech (Guangdong) Company(002600) 2018 stock options and restricted shares incentive plan, and determined September 25, 2018 as the first authorization date of stock options / the first grant date of restricted shares, 70 million stock options were granted to 943 incentive objects who met the grant conditions, and 180 million restricted shares were granted to 945 incentive objects who met the grant conditions. On the same day, the independent directors of the company expressed their independent opinions.
On July 22, 2019, the company held the 15th meeting of the 4th board of directors and the 12th meeting of the 4th board of supervisors, deliberated and adopted the proposal on granting reserved stock options and restricted stocks to incentive objects respectively, and determined July 22, 2019 as the authorization date and grant date of reserved stock options and restricted stocks, Grant 15 million stock options and 30 million restricted shares to 461 incentive objects respectively.
On the same day, the independent directors of the company expressed their independent opinions.
On September 28, 2020, the 34th meeting of the 4th board of directors and the 23rd Meeting of the 4th board of supervisors respectively deliberated and adopted the proposal on adjusting the exercise price of stock option and restricted stock incentive plan and the repurchase price of restricted stock in 2018. The exercise price of stock option granted for the first time in this incentive plan was adjusted from 3.31 yuan / share to 3.11 yuan / share, The exercise price of stock options reserved for grant is adjusted from 6.23 yuan / share to 6.03 yuan / share; The repurchase price of restricted shares granted for the first time in this incentive plan is adjusted from 1.66 yuan / share to 1.46 yuan / share, and the repurchase price of restricted shares reserved for grant is adjusted from 3.12 yuan / share to 2.92 yuan / share. On the same day, the independent directors of the company expressed their independent opinions.
On April 7, 2022, the company held the 19th meeting of the 5th board of directors and the 13th meeting of the 5th board of supervisors, which respectively considered and approved the proposal on the exercise conditions in the third exercise period of the 2018 stock option and restricted stock incentive plan, the failure of lifting the restrictions in the lifting of the restrictions in the lifting period and the cancellation of some stock options and the repurchase and cancellation of some restricted shares, As the performance appraisal of the company in 2021 failed to meet the conditions for the exercise of rights and interests in the third exercise period and the conditions for the release of restrictions in the first and reserved grant of rights and interests in the third exercise period specified in the Lingyi Itech (Guangdong) Company(002600) 2018 stock option and restricted stock incentive plan (Draft) (hereinafter referred to as the incentive plan (Draft)), some incentive objects resigned for personal reasons, and the result of personal performance appraisal in 2020 was C (to be improved), Agree to cancel 14442175 stock options granted but not exercised to the first incentive object and 1525425 stock options granted but not exercised to the reserved incentive object, repurchase and cancel 18890377 restricted shares granted but not lifted to the first incentive object, and repurchase and cancel 5135025 restricted shares granted but not lifted to the reserved incentive object.
In conclusion, our lawyers believe that as of the date of issuance of this legal opinion, the repurchase cancellation has obtained the necessary approval and authorization, which is in line with the relevant provisions of the management measures and the incentive plan (Draft).
2、 Description of the exercise conditions in the third exercise period of the incentive plan and the unfulfilled conditions in the release period
According to the audit report no. 2203927 issued by KPMG Huazhen Certified Public Accountants (special general partnership), the company's net profit attributable to the shareholders of the parent company in 2021 was 1.18 billion yuan. According to the relevant provisions of the incentive plan (Draft), the assessment year for the first time and reserved granted rights and interests of the incentive plan is four fiscal years from 2019 to 2022, and the assessment is conducted once in each fiscal year. Among them, the performance assessment index of the third exercise period and the lifting of restriction period of the incentive plan is that the net profit attributable to the shareholders of the parent company realized by the company in 2021 is not less than 2.58 billion yuan
Accordingly, our lawyers believe that the conditions for the exercise and the lifting of the restrictions on sale in the third exercise period reserved for the grant of rights and interests in this incentive plan for the first time have not been achieved.
3、 Cancellation of this repurchase
(I) specific contents of cancellation of stock options
According to the confirmation of the company, due to the fact that the performance appraisal of the company in 2021 did not meet the exercise conditions for the first and reserved rights and interests granted in the third exercise period specified in the incentive plan (Draft), some incentive objects resigned for personal reasons, and the result of personal performance appraisal in 2020 was C (to be improved), The company plans to cancel 14442175 stock options granted but not exercised to 527 incentive objects for the first time and 1525425 stock options granted but not exercised to 243 reserved incentive objects, totaling 15967600 stock options granted but not exercised to 770 incentive objects, accounting for 20.28% of the total granted stock options.
(II) specific contents of repurchase and cancellation of restricted shares
According to the confirmation of the company, due to the fact that the performance assessment of the company in 2021 did not meet the conditions for the release of restrictions in the first and third release period of reserved granted rights and interests specified in the incentive plan (Draft), some incentive objects resigned for personal reasons, and the result of personal performance assessment in 2020 was C (to be improved), The company plans to repurchase and cancel 18890377 shares of restricted shares granted to 420 incentive objects for the first time but not yet lifted, with a repurchase price of 1.46 yuan / share. The company plans to repurchase and cancel 5135025 shares of restricted shares granted to 200 incentive objects for the first time but not lifted, with a repurchase price of 2.92 yuan / share, with a total of 24025402 shares of restricted shares granted to 620 incentive objects but not lifted, The nature of the cancelled shares is equity incentive restricted shares, accounting for 19.27% of the total amount of restricted shares granted and 0.34% of the total share capital of the company before repurchase. The source of repurchase funds is the company's own funds.
In conclusion, our lawyers believe that the quantity, price, reason and source of funds of this repurchase cancellation comply with the provisions of the administrative measures and the incentive plan (Draft), and are legal and effective.
4、 Concluding observations
In conclusion, our lawyers believe that as of the date of issuance of this legal opinion, the necessary approval and authorization have been obtained for the repurchase cancellation, the exercise conditions and the conditions for lifting the restrictions in the third exercise period of the reserved granted rights and interests have not been achieved for the first time in this incentive plan, and the quantity, price, reason and capital source of this repurchase cancellation comply with the provisions of the administrative measures and the incentive plan (Draft).
This legal opinion is made in three originals without copies.
(no text below)
(there is no text on this page, which is the signature page of the legal opinion of Beijing JunZeJun (Shenzhen) law firm on the exercise conditions and the lifting of the restrictions in the third exercise period of Lingyi Itech (Guangdong) Company(002600) 2018 stock option and restricted stock incentive plan, the failure of the lifting of the restrictions and the cancellation of some stock options and the repurchase of some restricted stocks for sale) the head of Beijing JunZeJun (Shenzhen) law firm:
De Yuan Jiang
Handling lawyer:
Gu Mingzhu and Huang He Lou
specific date
