Beijing Huatang law firm
About Weihai Guangtai Airport Equipment Co.Ltd(002111)
In 2020, the restricted stock incentive plan granted part of the achievements of lifting the restrictions in the first lifting period for the first time
Legal opinion
To: Weihai Guangtai Airport Equipment Co.Ltd(002111)
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”) and the measures for the administration of equity incentive of listed companies (hereinafter referred to as the “administrative measures”) According to the Weihai Guangtai Airport Equipment Co.Ltd(002111) articles of Association (hereinafter referred to as the “articles of association”) and Weihai Guangtai Airport Equipment Co.Ltd(002111) 2020 restricted stock incentive plan (Draft) (hereinafter referred to as the “incentive plan”), Beijing Huatang law firm (hereinafter referred to as the “exchange”) accepts the entrustment of Weihai Guangtai Airport Equipment Co.Ltd(002111) (hereinafter referred to as the “company”), Issue a legal opinion on matters related to the achievement of the conditions for lifting the restrictions on sales in the first lifting period of the first grant of the restricted stock incentive plan in Weihai Guangtai Airport Equipment Co.Ltd(002111) 2020 (hereinafter referred to as “matters related to the achievement of the conditions for lifting the restrictions”).
In order to issue this legal opinion, the exchange investigated the subject qualification of the Weihai Guangtai Airport Equipment Co.Ltd(002111) 2020 restricted stock incentive plan, consulted the relevant documents on the achievements of the Weihai Guangtai Airport Equipment Co.Ltd(002111) lifting of the restrictions on sales, and inquired about and discussed the relevant matters with the relevant personnel of the company.
In the course of the above investigation, the company has obtained the following guarantee from the company: for the matters that the company considers necessary for the issuance of legal opinions, the company has provided all relevant original written materials, copies or oral testimony, which are true, accurate and complete, and the relevant copies or copies are consistent with the original. Based on the facts that have occurred or existed before the issuance date of this legal opinion and the laws, regulations and normative documents officially promulgated and implemented by the state, the exchange will express legal opinions based on its understanding of relevant facts and laws.
This legal opinion only expresses opinions on the legality and compliance of matters related to the achievement of Weihai Guangtai Airport Equipment Co.Ltd(002111) the lifting of the sales restriction conditions.
This legal opinion is only used for the purpose of Weihai Guangtai Airport Equipment Co.Ltd(002111) fulfilling the relevant matters of the lifting of the sales restriction conditions, and shall not be used for any other purpose without the prior written permission of the exchange.
The exchange agrees to take this legal opinion as one of the necessary legal documents for the achievement of the relevant matters of Weihai Guangtai Airport Equipment Co.Ltd(002111) the lifting of the sales restriction conditions, report or publicly disclose it together with other application materials, and bear corresponding legal liabilities for the legal opinion issued in accordance with the law.
Based on the above premises and limitations, our lawyers, in accordance with the requirements of relevant laws and regulations and in accordance with the business standards, ethics and the spirit of diligence recognized by the Chinese lawyer industry, express the following legal opinions on the achievements of Weihai Guangtai Airport Equipment Co.Ltd(002111) the lifting of the sales restrictions:
1、 Approval and authorization of the incentive plan and the lifting of the sales restriction
According to the verification of our lawyers, as of the date of issuance of this legal opinion, in order to implement the company’s 2020 restricted stock incentive plan and the achievement of the lifting of restrictions on sales, the company has performed the following approvals and authorizations: (I) on November 20, 2020, the company held the 21st Meeting of the sixth board of directors and the 22nd Meeting of the sixth board of supervisors respectively, The proposal on the company’s 2020 restricted stock incentive plan (Draft) and its summary, the proposal on the company’s assessment management measures for the implementation of the 2020 restricted stock incentive plan, and the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to the 2020 fixed-term stock incentive plan were reviewed and adopted, The independent directors of the company have expressed independent opinions on matters related to the equity incentive plan.
(II) the company publicized the names and positions of the list of incentive objects granted within the company from November 23, 2020 to December 2, 2020. During the publicity period, the board of supervisors of the company did not receive any objection about the proposed incentive objects, and disclosed the notice and verification opinions of the board of supervisors on the publicity of the list of persons granted to some incentive objects for the first time in the 2020 restricted stock incentive plan on December 5, 2020. The board of supervisors of the company held that the incentive objects included in the incentive plan for the first time comply with relevant laws The conditions stipulated in laws, regulations and normative documents are legal and effective as the incentive object of this incentive plan. (III) on December 10, 2020, the company held the first extraordinary general meeting of shareholders in 2020, deliberated and adopted the proposal on the company’s 2020 restricted stock incentive plan (Draft) and its summary, and the proposal on the company’s assessment management method for the implementation of 2020 restricted stock incentive plan The proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the 2020 restricted stock incentive plan was approved.
(IV) authorized by the general meeting of shareholders of the company, on December 14, 2020, the company held the 22nd Meeting of the 6th board of directors and the 23rd Meeting of the 6th board of supervisors respectively, deliberated and adopted the proposal on granting restricted shares to incentive objects for the first time, and the board of directors agreed to grant 5.5 million restricted shares to 130 incentive objects, The grant date of restricted shares is December 14, 2020. The independent directors of the company expressed independent opinions on this.
(V) authorized by the general meeting of shareholders, on January 11, 2021, the company held the 24th Meeting of the 6th board of directors and the 25th meeting of the 6th board of supervisors respectively, deliberated and adopted the proposal on adjusting the list and number of incentive objects granted for the first time, and the independent directors of the company expressed independent opinions on this. (VI) on January 21, 2021, the company issued the announcement on the completion of the registration of the first grant of the 2020 restricted stock incentive plan on cninfo.com, and actually granted 5.48 million restricted shares to 128 eligible incentive objects. The listing date of the granted restricted shares is January 20, 2021.
(VII) on March 29, 2021, the company held the second extraordinary general meeting of shareholders in 2021, deliberated and passed the proposal on adjusting the list and number of incentive objects granted for the first time, and agreed to change the number of incentive objects granted for the first time from 130 to 128, and the number of restricted shares granted from 5.5 million to 5.48 million, The reserved part was changed from 125892 shares to 127892 shares, accounting for 18.92% of the total equity granted this time.
(VIII) authorized by the general meeting of shareholders of the company, on May 20, 2021, the company held the 28th meeting of the sixth board of directors and the 29th meeting of the sixth board of supervisors respectively, deliberated and passed the proposal on granting reserved restricted shares to incentive objects, and the directors agreed to grant 127892 reserved restricted shares to 48 incentive objects, The grant date of reserved restricted shares is May 20, 2021. The independent directors of the company expressed independent opinions on this.
(IX) the company publicized the names and positions of the reserved list of persons to be encouraged within the company from June 10, 2021 to June 19, 2021. During the publicity period, the board of supervisors of the company did not receive any objection about the proposed incentive object.
(x) on June 28, 2021, the company issued the announcement on the completion of registration of reserved grant of 2020 restricted stock incentive plan on cninfo.com, and actually granted 127892 restricted shares to 48 eligible incentive objects. The listing date of the granted restricted shares is June 25, 2021.
（11） Authorized by the general meeting of shareholders of the company, the sixth board meeting of the company will be held on January 12, 2022
The 32nd meeting of the board of directors and the 32nd meeting of the 6th board of supervisors deliberated and adopted the proposal on the achievement of lifting the restrictions during the first lifting period for the first time granted by the restricted stock incentive plan in 2020, and the proposal on adjusting the repurchase price and quantity of restricted stocks in 2020 Proposal on repurchase and cancellation of some restricted shares.
In conclusion, our lawyers believe that as of the date of issuance of this legal opinion, the company has obtained the necessary approval and authorization for the implementation of the relevant matters of the lifting of the restrictions on sales, which is in line with the provisions of the company law, the securities law, the administrative measures and other laws, regulations and normative documents, as well as the relevant requirements of the company’s incentive plan.
2、 Matters related to the achievement of the lifting of restrictions on sales this time
(I) the first release period of the first granted part is about to expire
According to the company’s incentive plan and its summary, the first restricted sale period of the first grant of the company’s restricted stock incentive plan in 2020 is 12 months from the date of completion of the registration of the first grant, and the proportion of lifting the restricted sale is 40% of the total number of restricted shares granted. The date of completion of registration of restricted shares granted for the first time under the incentive plan is
On January 20, 2021, the first restricted sale period of restricted shares granted by the company for the first time in this incentive plan will be
Expires on January 19, 2022.
（2） Achievement of the conditions for lifting the restrictions in the first period of granting part of the sales restrictions for the first time
According to the relevant provisions of the incentive plan, the achievements of the restricted shares granted to the incentive object during the release period are as follows:
Achievements in lifting restrictions on sales
1. The company is not under any of the following circumstances:
(1) An audit report with a negative opinion or unable to express an opinion on the financial and accounting report of the most recent fiscal year issued by a certified public accountant;
(2) Internal control over financial reporting for the most recent fiscal year was registered with the board
The company does not have the above circumstances, and the full auditor issues an audit report with negative opinions or unable to express opinions;
Sufficient conditions for lifting the sales restrictions.
(3) Failure to distribute profits in accordance with laws and regulations, the articles of association and public commitments within the last 36 months after listing;
(4) Equity incentive is not allowed according to laws and regulations;
(5) Other circumstances recognized by the CSRC.
2. The incentive object does not have any of the following situations:
(1) Being identified as inappropriate by the stock exchange within the last 12 months;
(2) It has been identified as an inappropriate candidate by the CSRC and its dispatched offices within the last 12 months;
The incentive object has not had the above circumstances (3) it has been certified by China for major violations of laws and regulations in the last 12 months
Form, meeting the conditions for lifting the restrictions.
The CSRC and its dispatched offices impose administrative penalties or take market entry prohibition measures;
(4) Those who are not allowed to serve as directors or senior managers of the company as stipulated in the company law;
(5) Those who are not allowed to participate in equity incentive of listed companies according to laws and regulations;
(6) Other circumstances recognized by the CSRC.
3. Company level performance assessment requirements:
Excluding the real estate industry in 2020, the company takes the performance in 2019 as the base, and the growth rate of operating revenue in 2020 is not high
The operating income after the operation was 2.878 billion, less than 10%.
Yuan, an increase compared with the operating income in 2019 note: the operating income is the operating income after the consolidated financial statements, and does not
The rate was 23.68%, and the company’s performance met the requirements, including the income from real estate business and the operating income after excluding real estate business in 2019
Nuclear requirements.
The income is 2.327 billion yuan, the same below.
4. Performance appraisal requirements at individual level:
The individual level assessment of incentive objects shall be organized and implemented in accordance with the company’s current performance management implementation plan, detailed rules for performance management implementation plan and other relevant provisions on salary and assessment. The remuneration and appraisal committee will be responsible for
For example, the comprehensive evaluation of each evaluation year will be scored. At that time, the actual sales restriction lifting limit of the incentive objects will be determined according to the personal performance evaluation results of 126 incentive objects in the following table: the evaluation score is more than 80, and the sales restriction lifting coefficient of the current solvable performance evaluation score is 1.0.
Score ≥ 80 1.0
60 ≤ score < 80 0.7
Score < 60 0
Note: according to the audit report on Weihai Guangtai Airport Equipment Co.Ltd(002111) 2020 consolidated and parent company financial statements (zths Zi (2021) No. 030320) issued by zhongxinghua certified public accountants, Weihai in 2020
Guangtai’s operating revenue was 2.965 billion yuan. According to Weihai Guangtai Airport Equipment Co.Ltd(002111) Real Estate Development Co., Ltd. 2020 issued by zhongxinghua Certified Public Accountants
