Beijing Huatang law firm
About Weihai Guangtai Airport Equipment Co.Ltd(002111)
Adjustment of repurchase price and repurchase quantity of restricted shares in 2020
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) adjusting the repurchase price and repurchase quantity of restricted shares in 2020 (hereinafter referred to as “this adjustment”).
In order to issue this legal opinion, the exchange investigated the subject qualification of Weihai Guangtai Airport Equipment Co.Ltd(002111) 2020 restricted stock incentive plan, consulted the relevant documents of Weihai Guangtai Airport Equipment Co.Ltd(002111) This adjustment, 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 adjustment.
This legal opinion is only for the purpose of Weihai Guangtai Airport Equipment Co.Ltd(002111) This adjustment, 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 adjustment, 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 recognized business standards, ethics and diligence spirit of the Chinese lawyer industry, express the following legal opinions on Weihai Guangtai Airport Equipment Co.Ltd(002111) This adjustment:
1、 Approval and authorization of this adjustment
After verification by 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 this adjustment, 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 adjustment, 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 the relevant requirements of the company’s incentive plan.
2、 Details of this adjustment
(I) reasons for adjusting the repurchase price and quantity of restricted shares
Since the company has implemented the profit distribution plan for 2020 on July 8, 2021, that is, taking 381827504 shares as the base, the company will distribute cash dividends of 4 yuan (including tax) to all shareholders for every 10 shares, and transfer 4 shares to shareholders for every 10 shares with capital reserve, without bonus shares.
According to the provisions of the incentive plan, after the restricted shares granted to the incentive object are registered, if the company has matters such as conversion of capital reserve into share capital, distribution of stock dividends, share splitting, allotment and share reduction, the company shall adjust the repurchase quantity and repurchase price of the restricted shares that have not been lifted.
(II) adjustment of repurchase price and repurchase quantity of restricted shares
According to the provisions of the incentive plan and the company’s implementation of equity distribution, the adjustment methods and results of the company’s restricted stock repurchase quantity and repurchase price are as follows:
1. Number of repurchase of some restricted shares granted for the first time:
Conversion of capital reserve into share capital, distribution of stock dividends and split of shares:
Q＝Q0 × (1 + n) = 60000 shares × (1 + 0.4) = 84000 shares
Where: Q0 is the number of restricted stock repurchase before adjustment; N is the ratio of capital reserve per share converted into share capital, dividend distribution and share subdivision (i.e. the number of shares increased after conversion, share distribution or subdivision of each share); Q is the adjusted number of restricted stock repurchases.
2. Repurchase price of some restricted shares granted for the first time:
2.1. Dividend distribution: P ＝ p0-v
Where: P0 is the repurchase price of restricted shares per share before adjustment; V is the dividend per share; P is the adjusted repurchase price of restricted shares per share. After dividend adjustment, P must still be greater than 1.
2.2. Conversion of capital reserve to share capital, distribution of stock dividends and stock breakdown: P ＝ P0 ÷ (1 + n)
Where: P is the adjusted repurchase price of restricted shares per share, and P0 is the grant price of restricted shares per share; N is the ratio of conversion of reserve fund per share into share capital, distribution of stock dividends and stock subdivision (i.e. the number of shares increased after conversion, distribution or stock subdivision of each share).
Therefore, the adjusted repurchase price of restricted shares granted for the first time is p = (p0-v) ÷ (1 + n) = (8.39-0.4) ÷ (1 + 0.4) = 5.71 yuan / share.
In conclusion, our lawyers believe that the adjustment of the company’s restricted stock repurchase price and repurchase quantity is in line with the company law, management measures and other laws, regulations, normative documents and the relevant provisions of the incentive plan.
5、 Concluding observations
In conclusion, our lawyers believe that Weihai Guangtai Airport Equipment Co.Ltd(002111) matters related to the adjustment of the repurchase quantity and repurchase price of restricted shares have obtained the necessary approval and authorization at this stage; This repurchase adjustment complies with the relevant provisions of the management measures and the incentive plan.
This legal opinion is made in duplicate. (no text below)
(the following is the signature and seal page of the legal opinion of Beijing Huatang law firm on Weihai Guangtai Airport Equipment Co.Ltd(002111) adjusting the repurchase price and repurchase quantity of restricted shares in 2020) person in charge of Beijing Huatang law firm:
Guang Liang sun
lawyer:
Guang Liang sun
Jin Zhenheng
Mm / DD / 2022
