Beijing Thunisoft Co.Ltd(300271) : legal opinion of Beijing fenxun law firm on 3 Simei Media Co.Ltd(002712) 021 restricted stock incentive plan to repurchase and cancel some class I restricted stocks and cancel some class II restricted stocks 3501 | 1, tower 2, international trade office building, No. 1 Jianguomenwai street, Chaoyang District, Beijing 00004 Suite 3501, China World Office 2 No.1 J ian g u o men wai Avenue
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Beijing fenxun law firm
About Beijing Thunisoft Co.Ltd(300271)
Restricted stock incentive plan for 2021
Repurchase and cancellation of some class I restricted shares
And cancel part of the class II restricted shares
Legal opinion
Beijing, China
Beijing Shanghai Shenzhen Haikou
Beijing Shanghai Shenzhen Haikou
About Beijing Thunisoft Co.Ltd(300271)
Restricted stock incentive plan for 2021
Repurchase and cancellation of some class I restricted shares
And cancel part of the class II restricted shares
Legal opinion
To: Beijing Thunisoft Co.Ltd(300271)
Beijing fenxun law firm (hereinafter referred to as “the firm”) is entrusted by Beijing Thunisoft Co.Ltd(300271) (hereinafter referred to as ” Beijing Thunisoft Co.Ltd(300271) ” or “the company”) to act as the special legal adviser of 3 Simei Media Co.Ltd(002712) 021 restricted stock incentive plan (hereinafter referred to as “the restricted stock incentive plan” or “the plan”). 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 (hereinafter referred to as the “Securities Law”), the measures for the administration of equity incentive of listed companies (hereinafter referred to as the “administrative measures”) and the rules for the listing of stocks on the gem of Shenzhen Stock Exchange (hereinafter referred to as the “Stock Listing Rules”) Relevant laws and administrative regulations such as self regulatory guidelines for companies listed on the gem of Shenzhen Stock Exchange No. 1 – business handling (hereinafter referred to as “business guidelines”) Departmental rules and other normative documents (hereinafter referred to as “laws and regulations”), the Beijing Thunisoft Co.Ltd(300271) articles of Association (hereinafter referred to as “articles of association”) and the 3 Simei Media Co.Ltd(002712) 021 restricted stock incentive plan (Draft) (hereinafter referred to as “2021 restricted stock incentive plan (draft)), This legal opinion is issued on the repurchase and cancellation of some class I restricted shares (hereinafter referred to as “this repurchase and cancellation”) and the cancellation of some class II restricted shares (hereinafter referred to as “this cancellation”) in this restricted stock incentive plan.
For the purpose of issuing this legal opinion, the exchange has checked the relevant facts and legal matters related to the cancellation of this repurchase and the cancellation of this repurchase in accordance with the provisions of relevant laws and regulations.
In addition, the handling lawyer of the firm has consulted the documents provided by the company and considered necessary for the issuance of this legal opinion, and has made necessary inquiries to the company and its senior management on the matters related to the cancellation of this repurchase and the cancellation of this repurchase.
The exchange hereby makes the following statement on the issuance of this legal opinion:
1. We only express legal opinions based on the facts that occurred before the date of issuance of this legal opinion, our understanding of these facts and the understanding of relevant laws and regulations promulgated and implemented before the date of issuance of this legal opinion.
2. The company has guaranteed to the exchange that during the investigation conducted by the exchange to issue this legal opinion, the documents, materials and statements and explanations provided by the company are true, accurate and complete, and all facts and documents sufficient to affect this legal opinion have been disclosed to the exchange without any concealment, falsehood and omission. The copy materials or copies provided are consistent and consistent with the original materials or originals; The signatures and seals on the documents and materials provided are true, and the legal procedures required for such signatures and seals have been performed and legally authorized; All oral statements and explanations are consistent with the facts.
3. In this legal opinion, the exchange only expressed opinions on the legal issues involved in the cancellation and cancellation of the company’s repurchase, but did not express opinions on non legal professional matters such as accounting and audit. The quotation of some data and conclusions in relevant accounting statements and audit reports in this legal opinion does not mean that the exchange makes any express or implied guarantee for the authenticity and accuracy of such data and conclusions, and the exchange is not qualified to verify and evaluate the contents of such documents.
4. This legal opinion is only used for the purpose of this repurchase cancellation and this cancellation of the company, and shall not be used for any other purpose by any other person. The exchange agrees to submit this legal opinion as a necessary legal document for the cancellation of this repurchase and the cancellation of this repurchase together with other materials; The exchange agrees to take this legal opinion as a public disclosure document and bear corresponding legal liabilities.
Based on the above, the exchange has verified the documents and facts provided by the company in accordance with the relevant requirements 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), and in accordance with the business standards, ethics and the spirit of diligence recognized by the Chinese lawyer industry. Now, the legal opinions are as follows:
Text:
1、 Approval and authorization of this restricted stock incentive plan
As of the date of issuance of this legal opinion, the company has performed the following procedures for the implementation of this restricted stock incentive plan:
1. On February 10, 2021, the company held the 19th meeting of the seventh board of directors, which deliberated and passed the proposal on Beijing Thunisoft Co.Ltd(300271) 2021 restricted stock incentive plan (Draft) and its abstract, the proposal on Beijing Thunisoft Co.Ltd(300271) 2021 restricted stock incentive plan implementation assessment management measures, and the proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive.
2. On February 10, 2021, the company held the 15th meeting of the 7th board of supervisors, which deliberated and approved the proposal on Beijing Thunisoft Co.Ltd(300271) 2021 restricted stock incentive plan (Draft) and its summary, the proposal on 3 Simei Media Co.Ltd(002712) 021 restricted stock incentive plan implementation assessment management measures “, and the proposal on verifying the list of incentive objects of 3 Simei Media Co.Ltd(002712) 021 restricted stock incentive plan.
3. On February 10, 2021, the independent directors of the company expressed their independent opinions on the restricted stock incentive plan, believing that the restricted stock incentive plan in 2021 is conducive to the sustainable development of the company and the formation of a long-term incentive mechanism for core talents, and there is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders, The granted incentive objects meet the conditions for becoming the incentive objects of the equity incentive plan stipulated in laws, regulations and normative documents, and agree to the company’s implementation of the restricted stock incentive plan.
4. On February 22, 2021, the board of supervisors of the company issued the audit opinions and publicity statement of Beijing Thunisoft Co.Ltd(300271) board of supervisors on the list of incentive objects of the company’s restricted stock incentive plan in 2021, and considered that the personnel listed in the list of incentive objects of the company’s equity incentive plan have the qualifications specified in the company law, securities law and other laws, regulations and normative documents as well as the articles of association, In addition, it meets the incentive object conditions specified in the administrative measures and the incentive object conditions specified in the 2021 restricted stock incentive plan (Draft), and its subject qualification as the incentive object of this equity incentive plan is legal and effective.
5. On February 26, 2021, the company held the second extraordinary general meeting of shareholders in 2021, deliberated and approved the proposal on 3 Simei Media Co.Ltd(002712) 021 restricted stock incentive plan (Draft) and its summary, the proposal on 3 Simei Media Co.Ltd(002712) 021 restricted stock incentive plan implementation assessment management measures, and the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive.
6. On February 26, 2021, the board of directors of the company issued Beijing Thunisoft Co.Ltd(300271) the self inspection report on the trading of shares of the company by insiders and incentive objects of the restricted stock incentive plan in 2021. According to the above self inspection report, within 6 months before the initial public disclosure of the restricted stock incentive plan (Draft) in 2021, No insider of the incentive plan and the incentive object have been found to use the insider information of the incentive plan to buy and sell the company’s shares. The behavior of all incentive objects complies with the relevant provisions of the management measures and the business guide, and there is no insider trading.
7. On February 26, 2021, according to the authorization of the second extraordinary general meeting of shareholders in 2021, the company held the 20th meeting of the seventh board of directors, deliberated and adopted the proposal on granting restricted shares to the incentive objects of the restricted stock incentive plan in 2021, and agreed to determine February 26, 2021 as the grant date; Ren Gang, the director and deputy general manager of the company participating in the plan, sold the company’s shares within 6 months before February 26, 2021. The board of directors decided to suspend the grant of 160000 class I restricted shares of Ren Gang, and held a meeting to consider the grant of restricted shares of Ren Gang after the relevant grant conditions were met; 1411 incentive objects were actually granted 12.99 million class I restricted shares and 1491 incentive objects were granted 20.77 million class II restricted shares.
8. On February 26, 2021, the company held the 16th meeting of the 7th board of supervisors, deliberated and passed the proposal on granting restricted shares to the incentive objects of the 2021 restricted stock incentive plan, and agreed to grant 1411 incentive objects 12.99 million class I restricted shares and 1491 incentive objects 20.77 million class II restricted shares with February 26, 2021 as the grant date.
9. On February 26, 2021, the independent directors of the company expressed independent opinions on this grant, agreed that the grant date of this incentive plan was February 26, 2021, and agreed to grant 12.99 million class I restricted shares and 20.77 million class II restricted shares to 1411 incentive objects who met the grant conditions. 10. On February 26, 2021, the board of supervisors of the company announced the verification opinions of Beijing Thunisoft Co.Ltd(300271) board of supervisors on the list of incentive objects of the company’s restricted stock incentive plan in 2021 (grant date), and considered that the incentive objects actually granted restricted shares in this incentive plan have the qualifications specified in the company law, securities law and other laws, regulations and normative documents as well as the articles of association, It meets the conditions of incentive objects specified in the administrative measures and the stock listing rules, and the scope of incentive objects specified in the 2021 restricted stock incentive plan (Draft). Its subject qualification as the incentive object of the company’s restricted stock incentive plan is legal and effective, and the conditions for the incentive object to be granted restricted stock have been met.
11. On June 28, 2021, the company held the 22nd Meeting of the 7th board of directors, deliberated and approved the proposal on adjusting the exercise price of 2018 stock option incentive plan and the grant price and repurchase price of 2021 restricted stock incentive plan, the proposal on granting restricted shares to incentive objects whose grant is suspended in 2021 restricted stock incentive plan, and the proposal on repurchase and cancellation of some restricted shares, It is agreed that the company’s restricted stock incentive plan will suspend the grant of some restricted shares. The grant price of class I restricted shares will be adjusted from 9.98 yuan / share to 9.94 yuan / share, the repurchase price of class I restricted shares will be adjusted from 9.98 yuan / share to 9.94 yuan / share, and the grant price of class II restricted shares will be adjusted from 18.96 yuan / share
