Beijing Huatang law firm
About Weihai Guangtai Airport Equipment Co.Ltd(002111)
Repurchase and cancellation of some restricted shares
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 Weihai Guangtai Airport Equipment Co.Ltd(002111) repurchase and cancellation of some restricted shares (hereinafter referred to as “this repurchase and cancellation”).
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 cancellation of Weihai Guangtai Airport Equipment Co.Ltd(002111) This repurchase, and inquired 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 Weihai Guangtai Airport Equipment Co.Ltd(002111) This repurchase cancellation. This legal opinion is only for the purpose of Weihai Guangtai Airport Equipment Co.Ltd(002111) This repurchase cancellation, 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 Weihai Guangtai Airport Equipment Co.Ltd(002111) This repurchase cancellation, report or publicly disclose it together with other application materials, and bear corresponding legal liabilities for the legal opinion issued according to 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 diligence recognized by the Chinese lawyer industry, express the following legal opinions on the cancellation of Weihai Guangtai Airport Equipment Co.Ltd(002111) This Repurchase:
1、 Relevant approval procedures have been performed for the cancellation of some restricted shares in this repurchase
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 cancellation of this repurchase, the company has performed the following approvals and authorizations:
(I) on November 20, 2020, the company held the 21st Meeting of the 6th board of directors and the 22nd Meeting of the 6th board of supervisors respectively, which 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 measures for the assessment and management of the implementation of 2020 restricted stock incentive plan 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 and other proposals. The independent directors of the company 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, on January 12, 2022, the company held the 32nd meeting of the 6th board of directors and the 32nd meeting of the 6th board of supervisors respectively, deliberated and adopted the proposal on the achievement of the first lifting of restrictions in the first part of the restricted stock incentive plan in 2020 Proposal on adjusting the repurchase price and quantity of restricted shares 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 necessary approval and authorization for the implementation of this repurchase cancellation, which is in line with the provisions of laws, regulations and normative documents such as the company law, the securities law and the management measures, and in line with the relevant requirements of the company’s incentive plan.
2、 Basic information about the cancellation of some restricted shares in this repurchase
(I) reasons for cancellation of some restricted shares in this repurchase
According to “(IV) in Chapter XIII” handling of changes in the company / incentive object “of the company’s incentive plan” (IV) if the incentive object leaves the company due to resignation and layoffs, the restricted shares granted to the incentive object but not lifted shall not be lifted, and shall be repurchased by the company, and the repurchase price shall be the grant price. ” According to the provisions of the, the two incentive objects Bi Xiaopeng and Yan Shihan who are granted part of the incentive plan for the first time leave for personal reasons, and the two are no longer qualified as incentive objects because of their resignation. The company plans to repurchase and cancel their authorized restricted shares that have not been lifted.
(II) quantity and repurchase price of this repurchase cancellation
According to the relevant provisions of chapter XIV “principles of restricted stock repurchase” of the company’s incentive plan, in view of the fact that the company has implemented the company’s 2020 equity distribution on July 8, 2021, according to the above provisions, the repurchase price and repurchase quantity of the 2020 restricted stock incentive plan shall be adjusted, and the repurchase price shall be adjusted from 8.39 yuan / share to 5.71 yuan / share, The number of repurchases was adjusted from 60000 shares to 84000 shares.
(III) capital source of this repurchase and cancellation of restricted shares
The source of funds for the repurchase of restricted shares is the company’s own funds, and the total amount of funds to be used for the repurchase is about RMB 479640. The cancellation of the repurchase will not have a material impact on the company’s financial status and operating performance, nor damage the interests of the company and all shareholders.
In conclusion, our lawyers believe that the reasons for the repurchase and cancellation of some restricted shares, the repurchase quantity, the determination of the repurchase price and the source of funds are in line with the company law, the management measures and other laws and regulations and the relevant provisions of the company’s incentive plan.
3、 Concluding observations
In conclusion, our lawyers believe that the company’s repurchase and cancellation of some restricted shares has obtained the necessary approval and authorization at this stage, which is in line with the relevant provisions of the management measures and the incentive plan; The reasons for the cancellation of this repurchase, the determination of the repurchase quantity, the repurchase price and the source of funds are in line with the company law, the management measures and other laws and regulations and the relevant provisions of the incentive plan; The company still needs to perform the follow-up information disclosure obligations on the repurchase cancellation, and handle the relevant legal procedures for the reduction of the company’s registered capital caused by the repurchase cancellation and the share cancellation registration in accordance with the company law, the articles of association and relevant provisions.
This legal opinion is made in duplicate. (no text below)
(there is no text below, which is the signature and seal page of the legal opinion of Beijing Huatang law firm on Weihai Guangtai Airport Equipment Co.Ltd(002111) repurchase and cancellation of some restricted shares)
Principal of Beijing Huatang law firm:
Guang Liang sun
lawyer:
Guang Liang sun
Jin Zhenheng
Mm / DD / 2022
