Beijing Jinchengtongda (Shanghai) law firm
about
Bear Electric Appliance Co.Ltd(002959)
Termination of the implementation of the 2021 stock option and restricted stock incentive plan
Legal opinion
18 / F, Jinmao building, 88 Century Avenue, Pudong New Area, Shanghai
Tel: 86-2138862288 Fax: 02138862288 1018
interpretation
In this legal opinion, unless the context otherwise requires, the following words have the following meanings:
Refers to the company
This incentive plan and 2021 incentive plan refer to Bear Electric Appliance Co.Ltd(002959) 2021 stock option and restricted incentive plan, equity incentive plan and stock incentive plan
Stock option refers to the right granted by the company to the incentive object to purchase a certain number of shares of the company at a predetermined price and conditions in a certain period of time in the future
According to the conditions and prices specified in the incentive plan, the company grants incentive restricted shares, which refers to a certain number of company shares to the incentive object. These shares are set with a certain period of restricted sale period. The restricted sale and circulation can be lifted only after reaching the conditions for lifting the restricted sale specified in the incentive plan
Incentive objects refer to the directors, senior managers and key employees of the company who obtain stock options or restricted shares in accordance with the provisions of the incentive plan
The grant price refers to the price of each restricted stock granted by the company to the incentive object
This termination refers to the termination of the incentive plan
Incentive plan (Draft) refers to the stock option and restricted stock incentive plan (Draft) for Bear Electric Appliance Co.Ltd(002959) 2021
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
Listing Rules refers to the Listing Rules of Shenzhen Stock Exchange (revised in 2020)
The articles of association refers to the Bear Electric Appliance Co.Ltd(002959) articles of association
Shenzhen stock exchange refers to Shenzhen Stock Exchange
This refers to Beijing Jincheng Tongda (Shanghai) law firm
Beijing Jincheng Tongda (Shanghai) law firm’s legal opinion on matters related to xiaoxiongdian’s termination of the implementation of the 2021 stock option and restricted stock incentive plan
Yuan means RMB yuan
Beijing Jinchengtongda (Shanghai) law firm
About Bear Electric Appliance Co.Ltd(002959)
Terminate the implementation of 2021 stock option and restricted stock incentive plan
Of related matters
Legal opinion
To: Bear Electric Appliance Co.Ltd(002959)
The exchange is entrusted by the company to act as the special legal adviser for the incentive plan of Bear Electric Appliance Co.Ltd(002959) 2021. In accordance with the company law, the securities law, the administrative measures, the listing rules and other relevant laws, regulations and normative documents, as well as the provisions of the articles of association, and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, this legal opinion is issued after verifying and verifying the relevant documents and facts related to the company’s 2021 incentive plan.
In order to issue this legal opinion, our lawyer hereby makes the following statement:
1. In accordance with the provisions of relevant laws, administrative regulations and normative documents such as 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), our lawyers have strictly performed their statutory duties, followed the principles of diligence and good faith, and ensured that the facts identified in this legal opinion are true, accurate and complete, and the concluding opinions issued are legal Accurate and free from false records, misleading statements or major omissions;
2. As of the date of issuance of this legal opinion, neither the firm nor the handling lawyer holds the shares of Bear Electric Appliance Co.Ltd(002959) and there is no other relationship with Bear Electric Appliance Co.Ltd(002959) that may affect the fair exercise of duties;
3. The exchange will not make any evaluation on professional matters such as accounting and auditing and non legal issues such as stock value involved in the 2021 incentive plan. The quotation of some data and conclusions in the accounting statements, audit reports and 2021 incentive plan in this legal opinion does not mean that the lawyer of the exchange has verified or made any guarantee for the authenticity and accuracy of such data and conclusions;
4. Bear Electric Appliance Co.Ltd(002959) guarantee that it has provided the original written materials, copies or other oral materials deemed necessary by our lawyers to issue this legal opinion Bear Electric Appliance Co.Ltd(002959) also guarantees that the above documents are true, accurate and complete; All signatures and seals on the documents are authentic; The copy is consistent with the original;
5. For the fact that it is very important to issue this legal opinion and cannot be supported by independent evidence, our lawyers rely on the supporting documents issued by relevant government departments, companies or other relevant units to issue this legal opinion;
6. This legal opinion is only for the purpose of this incentive plan and shall not be used for any other purpose;
7. The exchange agrees that the company will submit this legal opinion to the Shenzhen stock exchange for public disclosure together with other application materials as one of the necessary legal documents for the termination, cancellation of stock options and repurchase and cancellation of restricted shares, and is willing to bear corresponding legal liabilities according to law.
In accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, and on the basis of full verification and verification of the relevant documents and facts provided by the company, our lawyers hereby issue the following legal opinions:
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1、 Approval and authorization of this incentive plan
After verification by our lawyers, as of the date of issuance of this legal opinion, in order to implement the incentive plan, the company has performed the following approvals and authorizations:
1. On March 25, 2021, the company held the fourth meeting of the second board of directors, deliberated and approved the proposal on the company’s 2021 stock option and restricted stock incentive plan (Draft) and its summary, the proposal on the company’s measures for the implementation and assessment of 2021 stock option and restricted stock incentive plan, and the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive.
2. On March 25, 2021, the independent directors Yang Bin, Guo Ying and Luo Wei of the company issued independent opinions on the incentive plan (Draft) and the abstract. The independent directors of the company unanimously agreed that the company would implement the incentive plan. 3. On March 25, 2021, the company held the fourth meeting of the second board of supervisors, The proposal on the company’s 2021 stock option and restricted stock incentive plan (Draft) and its summary, the proposal on the company’s assessment and management measures for the implementation of 2021 stock option and restricted stock incentive plan, and the proposal on verifying the list of incentive objects first granted by the company’s 2021 stock option and restricted stock incentive plan were reviewed and approved. On March 25, 2021, the board of supervisors of the company issued written review opinions on the incentive plan (Draft) and summary.
4. On March 26, 2021, the company announced the list of incentive objects first granted under the Bear Electric Appliance Co.Ltd(002959) 2021 stock option and restricted stock incentive plan. On April 13, 2021, the company announced the verification opinions and publicity instructions of Bear Electric Appliance Co.Ltd(002959) board of supervisors on the list of incentive objects first granted by the company’s stock option and restricted stock incentive plan in 2021.
5. On April 16, 2021, the company held the first extraordinary general meeting of shareholders in 2021, deliberated and approved the proposal on the company’s stock option and restricted stock incentive plan in 2021 (Draft) and its summary, the proposal on the measures for the implementation and assessment of the company’s stock option and restricted stock incentive plan in 2021, and the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive, Authorize the board of directors to adjust the incentive plan and determine the grant date of the incentive plan, and authorize the board of directors to grant stock options and restricted shares to the incentive object when the incentive object meets the conditions, and handle all matters necessary for the grant of stock options and restricted shares.
6. On May 21, 2021, the company held the sixth meeting of the second board of directors, deliberated and approved the proposal on adjusting the company’s 2021 stock option and restricted stock incentive plan and the proposal on granting stock option and restricted stock to incentive objects for the first time. On May 21, 2021, independent directors Yang Bin, Guo Ying and Luo Wei of the company expressed independent opinions on the adjustment of the incentive plan and the first grant. 7. On May 21, 2021, the company held the sixth meeting of the second board of supervisors, deliberated and approved the proposal on adjusting the company’s 2021 stock option and restricted stock incentive plan and the proposal on granting stock option and restricted stock to incentive objects for the first time. On May 21, 2021, the board of supervisors of the company issued a written review opinion on the adjustment of the incentive plan and the first grant.
Accordingly, our lawyers believe that as of the date of issuance of this legal opinion, the company’s incentive plan has obtained the necessary approval and authorization at this stage, which is in line with the relevant provisions of the company law, the securities law, the administrative measures and the incentive plan (Draft). 2、 Matters related to this termination, cancellation of stock options and repurchase and cancellation of restricted shares
(I) reasons for this termination
According to the resolution of the 14th meeting of the second board of directors and the written confirmation issued by the company, the reasons for the company to terminate the incentive plan are as follows:
Due to the great changes in the current macroeconomic situation, industry market environment and the company’s launch of the incentive plan, the company did not meet the performance objectives set by the incentive plan in 2021. In this case, it is difficult for the company to meet the performance assessment requirements set in the 2021 stock option and restricted stock incentive plan, and it is difficult to continue to promote and implement the incentive plan to achieve the incentive effect on the incentive objects. After careful argumentation, the board of directors of the company decided to terminate the implementation of the incentive plan, cancel the stock options granted to the incentive object but not yet exercised, and repurchase and cancel the restricted shares granted to the incentive object but not yet removed. Together with the supporting documents such as the administrative measures for the implementation and assessment of stock options and restricted stock incentive plan in 2021.
Accordingly, our lawyers believe that the reasons for this termination comply with the relevant provisions of the management measures and the incentive plan (Draft).
(II) the reason and quantity of this cancellation of stock options and the reason, quantity and price of repurchase and cancellation of restricted shares
1. The reason and quantity of cancellation of stock options and the reason and quantity of repurchase and cancellation of restricted shares
(1) Some incentive objects have resigned
According to the provisions of the incentive plan (Draft), the incentive object leaves the company due to resignation, layoffs and expiration of the labor contract. The stock options granted to the incentive object but not exercised shall not be exercised and shall be cancelled by the company; The restricted shares granted to the incentive object but not yet lifted shall not be lifted, and shall be repurchased and cancelled by the company at the grant price.
According to the announcement of Bear Electric Appliance Co.Ltd(002959) on the completion of the registration of the first grant of stock option and restricted stock incentive plan in 2021, as of the date of issuance of this legal opinion, the company has granted 716000 stock options to 123 incentive objects and 444000 restricted shares to 35 incentive objects. In view of the fact that 16 incentive objects granted stock options for the first time and 5 incentive objects granted restricted shares for the first time have resigned, the aforesaid incentive objects no longer meet the qualification of incentive objects.
Accordingly, according to the provisions of the incentive plan (Draft), 90000 stock options granted but not exercised by the above-mentioned 16 incentive objects will be cancelled by the company, and 76000 restricted shares granted but not lifted by the above-mentioned five incentive objects will be repurchased and cancelled by the company.
(2) The company fails to meet the first vesting / lifting restriction period granted by the incentive plan for the first time, and the company level industry assessment
According to the relevant provisions of the company’s incentive plan (Draft), the company level performance assessment objectives of the first exercise period of stock options granted for the first time in the incentive plan and the first release period of restricted shares are that the sales volume in 2021 is not less than 4 billion yuan or the net profit in 2021 is not less than 500 million yuan. According to the company《
