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)
2020 stock option and restricted stock incentive plan
The exercise conditions in the first exercise period and the conditions for lifting the restrictions on sale have not been 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 2020 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 matters related to the failure of the exercise conditions in the first exercise period and the lifting of the restrictions in the lifting of the restrictions in the first 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 January 15, 2021, Lingyi Itech (Guangdong) Company(002600) held the first extraordinary general meeting of shareholders in 2021, deliberated and approved the proposal on Lingyi Itech (Guangdong) Company(002600) 2020 stock option and restricted stock incentive plan (Draft Revision) and its abstract, and the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to Lingyi Itech (Guangdong) Company(002600) 2020 stock option and restricted stock incentive plan.
On January 18, 2021, the company held the 40th meeting of the 4th board of directors and the 27th meeting of the 4th board of supervisors, deliberated and approved the proposal on granting stock options and restricted stocks to the incentive objects (after adjustment) first granted by Lingyi Itech (Guangdong) Company(002600) 2020 stock options and restricted stocks incentive plan, and agreed to take January 18, 2021 as the first granting date of stock options / restricted stocks, 35454600 stock options were granted to 451 incentive objects who met the grant conditions, and 15223400 restricted shares were granted to 450 incentive objects who met the grant conditions. 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 first exercise period of 2020 stock option and restricted stock incentive plan and the failure of lifting the restrictions in the lifting of restrictions in the lifting of restrictions and the cancellation of some stock options and the repurchase and cancellation of some restricted shares, Since the performance assessment of the company in 2021 failed to meet the exercise conditions and the conditions for lifting the restrictions during the first exercise period of rights and interests granted for the first time specified in the Lingyi Itech (Guangdong) Company(002600) 2020 stock option and restricted stock incentive plan (Revised Draft) (hereinafter referred to as the incentive plan (Revised Draft)), and some incentive objects resigned for personal reasons, Agree to cancel 10819080 stock options granted to the incentive object for the first time but not yet exercised, and repurchase and cancel 4428365 restricted shares granted to the incentive object for the first time but not yet lifted the restriction.
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 administrative measures and the incentive plan (Revised Draft).
2、 Description of the exercise conditions in the first exercise period of the incentive plan and the unfulfilled conditions in the release period
According to the audit report No. [2021] 006134 issued by Dahua Certified Public Accountants (special general partnership) and the audit report no. 2203927 issued by KPMG Huazhen Certified Public Accountants (special general partnership), the company’s operating revenue in 2020 was 28.143 billion yuan and that in 2021 was 30.384 billion yuan, with a year-on-year increase of 7.97%; The company’s net profit attributable to the shareholders of the parent company in 2020 was 2.266 billion yuan, and the net profit attributable to the shareholders of the parent company in 2021 was 1.180 billion yuan, a year-on-year decrease of 47.93%.
According to the relevant provisions of the incentive plan (Revised Draft), the assessment year for the first grant of rights and interests in this incentive plan is three fiscal years from 2021 to 2023, and one assessment is conducted in each fiscal year. Among them, the performance assessment index of the company in 2021 is that the company needs to meet one of the following two conditions: (1) based on the operating revenue in 2020, the growth rate of operating revenue in 2021 is not less than 40%; (2) Based on the net profit in 2020, the net profit growth rate in 2021 shall not be less than 40% and the net profit shall not be less than the company’s performance assessment goal of Lingyi Itech (Guangdong) Company(002600) 2018 stock option and restricted stock incentive plan (Draft).
Accordingly, the lawyers of the firm believe that the conditions for the exercise of rights and interests in the first exercise period and the conditions for the lifting of sales restrictions in the first exercise period of the incentive plan 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 assessment of the company in 2021 did not meet the exercise conditions for the first exercise period of the first granted rights and interests specified in the incentive plan (Revised Draft), and some incentive objects resigned for personal reasons, the company plans to cancel 10819080 stock options granted to 379 incentive objects for the first time but not exercised, accounting for 30.84% of the total granted stock options.
(II) specific contents of repurchase and cancellation of restricted shares
According to the confirmation of the company, as the performance assessment of the company in 2021 did not meet the conditions for the first release of the restrictions on the sale of the rights and interests granted for the first time specified in the incentive plan (Revised Draft), and some incentive objects resigned for personal reasons, the company plans to repurchase and cancel 4428365 shares of restricted shares granted to the incentive objects for the first time but not released, and the nature of the cancelled shares is equity incentive restricted shares, The repurchase price is 6.39 yuan / share, accounting for 31.06% of the total restricted shares granted and 0.06% 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 (Revised Draft), and are legal and effective.
4、 Concluding observations
To sum up, our lawyers believe that as of the date of issuance of this legal opinion, the necessary approval and authorization have been obtained for the cancellation of this repurchase, the exercise conditions and the conditions for lifting the restrictions in the first exercise period of the first grant of rights and interests in this incentive plan have not been achieved, and the quantity, price, reason and capital source of this repurchase cancellation comply with the provisions of the administrative measures and the incentive plan (Revised 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 of the first exercise period of the Lingyi Itech (Guangdong) Company(002600) 2020 stock option and restricted stock incentive plan and the failure of the lifting of the restrictions during the lifting of the restrictions and the cancellation of some stock options and the repurchase of some restricted stocks for sale) (person in charge of Beijing JunZeJun (Shenzhen) law firm:
De Yuan Jiang
Handling lawyer:
Gu Mingzhu and Huang He Lou
specific date
