Beijing Thunisoft Co.Ltd(300271) : legal opinion of Beijing fenxun law firm on cancellation of some stock options under Beijing Thunisoft Co.Ltd(300271) 2018 stock option incentive plan 3501 | 100004, building 2, international trade office building, No. 1 Jianguomenwai street, Chaoyang District, Beijing Suite 3501, China World Office 2 No.1 J ian g u o men wai Avenue Be ijing, China | 100004
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Beijing fenxun law firm
About Beijing Thunisoft Co.Ltd(300271)
2018 stock option incentive plan
Cancellation of some stock options
Legal opinion
Beijing, China
Beijing Shanghai Shenzhen Haikou
Beijing Shanghai Shenzhen Haikou
About Beijing Thunisoft Co.Ltd(300271)
2018 stock option incentive plan
Cancellation of some stock options
Legal opinion
To: Beijing Thunisoft Co.Ltd(300271)
Entrusted by Beijing Thunisoft Co.Ltd(300271) (hereinafter referred to as ” Beijing Thunisoft Co.Ltd(300271) ” or “the company”), Beijing fenxun law firm (hereinafter referred to as “the firm”) acted as the special legal adviser of Beijing Thunisoft Co.Ltd(300271) 2018 stock option incentive plan (hereinafter referred to as “the stock option 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 other relevant laws and administrative regulations 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 3 Simei Media Co.Ltd(002712) 018 stock option incentive plan (Draft) (hereinafter referred to as “2018 stock option incentive plan (draft)”), This legal opinion is issued on matters related to the cancellation of some stock options under this stock option incentive plan (hereinafter referred to as “this cancellation”).
For the purpose of issuing this legal opinion, the exchange has checked the relevant facts and legal matters related to the cancellation of the company in accordance with the provisions of relevant laws and regulations.
In addition, the handling lawyer of this office has consulted the documents provided by the company and considered necessary for issuing this legal opinion, and has made necessary inquiries to the company and its senior management on the matters related to this cancellation.
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 of the company, 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 does not guarantee the contents of such documents
4. This legal opinion is only for the purpose of this cancellation of the company and shall not be used for any other purpose by any other person. The exchange agrees to take this legal opinion as a necessary legal document for this cancellation and submit it 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 stock option incentive plan
As of the date of issuance of this legal opinion, the company has performed the following procedures for the implementation of this stock option incentive plan:
1. On December 4, 2018, the company held the 36th meeting of the 6th board of directors, which deliberated and approved the proposal on 3 Simei Media Co.Ltd(002712) 018 stock option incentive plan (Draft) and its summary, the proposal on 3 Simei Media Co.Ltd(002712) 018 stock option incentive plan assessment management measures, the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive, and other proposals.
2. On December 4, 2018, the company held the 30th meeting of the 6th board of supervisors, which deliberated and approved the proposal on 3 Simei Media Co.Ltd(002712) 018 stock option incentive plan (Draft) and its summary, the proposal on 3 Simei Media Co.Ltd(002712) 018 stock option incentive plan assessment management measures, the proposal on 3 Simei Media Co.Ltd(002712) 018 stock option incentive plan list verification opinions and other proposals. On the same day, the board of supervisors of the company issued the verification opinions of Beijing Thunisoft Co.Ltd(300271) board of supervisors on the list of incentive objects of stock options.
3. On December 4, 2018, the independent directors of the company expressed independent opinions on the stock option incentive plan, believed that the implementation of the stock option incentive plan by the company is conducive to the sustainable and healthy development of the company and will not damage the interests of the company and all shareholders, and agreed to the implementation of the stock option incentive plan by the company.
4. On December 14, 2018, the board of supervisors of the company published the instructions of Beijing Thunisoft Co.Ltd(300271) board of supervisors on the review and publicity of the incentive list of 2018 stock option incentive plan. On December 4, 2018, the company published the publicity of the list of incentive objects of 2018 stock option incentive plan through the company’s official website to publicize the names and positions of the incentive objects determined in the list of incentive objects of 2018 stock option incentive plan, The publicity period is from December 4, 2018 to December 14, 2018. At the expiration of the publicity period, the company has not received any objection against the incentive object.
5. On December 20, 2018, the company held the second extraordinary general meeting of shareholders in 2018, which deliberated and approved the proposal on 3 Simei Media Co.Ltd(002712) 018 stock option incentive plan (Draft) and its summary, the proposal on 3 Simei Media Co.Ltd(002712) 018 stock option incentive plan assessment management measures “, and the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to 2018 stock option incentive plan.
6. On December 20, 2018, the board of directors of the company issued Beijing Thunisoft Co.Ltd(300271) the self inspection report on the trading of the company’s shares by insiders and incentive objects of the 2018 stock option incentive plan. According to the above self inspection report, during the self inspection, the company did not find that the insiders of the relevant inside information used the relevant inside information of the company’s plan for stock trading or disclosed the relevant inside information of the plan, There is also no case that incentive objects or insiders use insider information to make profits.
7. On December 20, 2018, according to the authorization of the second extraordinary general meeting of shareholders in 2018, the company held the 38th meeting of the sixth board of directors, deliberated and approved the proposal on adjusting the matters related to the company’s 2018 stock option incentive plan and the proposal on the granting of the company’s 2018 stock option incentive plan, and agreed to adjust the number of stock options granted in the plan to 1380, The number of stock options granted was adjusted to 26.497 million; It is agreed to grant 26.497 million stock options to 1380 incentive objects on December 20, 2018.
8. On December 20, 2018, the company held the 32nd meeting of the 6th board of supervisors, deliberated and approved the proposal on adjusting the company’s 2018 stock option incentive plan and the proposal on granting the company’s 2018 stock option incentive plan, and agreed to the adjustment and granting of the plan.
9. On December 20, 2018, the independent directors of the company expressed independent opinions on the adjustment and grant, and agreed to grant stock options and other related matters to the incentive objects.
10. On December 20, 2018, 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 on the grant date of 2018 stock option incentive plan, which verified the subject qualification of the personnel in the list of incentive objects after the adjustment of the plan as the incentive objects of the plan.
11. On January 18, 2019, the company issued the announcement on the completion of the grant of stock options in the company’s 2018 stock option incentive plan. The actual grant objects of this stock option incentive plan are 1376, the actual grant quantity is 264808 million, and the exercise price is 14.90 yuan / share.
12. On June 12, 2019, according to the authorization of the second extraordinary general meeting of shareholders in 2018, the company held the 44th meeting of the sixth board of directors, deliberated and approved the proposal on adjusting the exercise price of 2018 stock option incentive plan and the repurchase price of 2016 restricted stock incentive plan, and agreed to adjust the exercise price of stock option of the company’s stock option incentive plan from 14.90 yuan / share to 14.84 yuan / share.
13. On June 12, 2019, the company held the 36th meeting of the sixth board of supervisors, deliberated and approved the proposal on adjusting the exercise price of 2018 stock option incentive plan and the repurchase price of 2016 restricted stock incentive plan, and agreed to the matters related to the exercise price adjustment.
14. On June 12, 2019, the independent directors of the company expressed independent opinions on the exercise price adjustment and agreed to adjust the exercise price of stock options in the stock option incentive plan.
15. On April 8, 2020, the company held the 7th Meeting of the 7th board of directors, deliberated and approved the proposal on the feasible right in the first exercise period of 2018 stock option incentive plan and the proposal on canceling some stock options granted in 2018 stock option incentive plan. The board of Directors believes that 1156 incentive objects have met the performance evaluation conditions, and agrees that the 1156 incentive objects have been granted a total of 7183920 stock options for the first exercise period, and the exercise mode is independent exercise. Due to the impact of the external environment, the company is unable to complete the assessment of the rest of the incentive objects for the time being. After the assessment results are determined, the company will separately perform relevant review procedures for the exercise of stock options of this part of the incentive objects. The board of directors agreed to cancel the 1719000 stock options granted but not exercised by the 108 incentive objects who left the company; It is agreed to cancel 15600 stock options granted but not exercised in the first exercise period of the five incentive objects whose personal performance does not meet the standard.
16. On April 8, 2020, the company held the sixth meeting of the seventh board of supervisors, deliberated and adopted the proposal on the exercisable right in the first exercise period of 2018 stock option incentive plan and the proposal on cancellation of
