34th floor, office building 3, Huamao center, No. 77 Jianguo Road, Chaoyang District, Beijing 100025
34/F, Tower 3, China Central Place, 77 Jianguo Road, Beijing 100025, China
T:(86-1058091000 F:(86-1058091100
Beijing Jingtian Gongcheng law firm
About Hitevision Co.Ltd(002955) 2019 restricted stock incentive plan
The conditions for lifting the restrictions in the third lifting period have not been fulfilled; and
Repurchase and cancellation of some restricted shares and reduction of registered capital
Legal opinion
The exchange accepts the entrustment of Hitevision Co.Ltd(002955) (hereinafter referred to as “the company” or ” Hitevision Co.Ltd(002955) “), and 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 (revised in 2018) (hereinafter referred to as “the administrative measures”) Relevant laws, regulations and normative documents such as the guidelines for business handling of listed companies of Shenzhen Stock Exchange No. 9 – equity incentive, and the provisions of the Hitevision Co.Ltd(002955) articles of Association (hereinafter referred to as the “articles of association”), the 2019 restricted stock incentive plan (Draft) (hereinafter referred to as the “incentive plan”) and the administrative measures for the implementation and assessment of the 2019 restricted stock incentive plan, This legal opinion is issued in respect of the unfulfilled conditions for the lifting of the restrictions in the third lifting period of the company, the repurchase and cancellation of some restricted shares and the reduction of registered capital (hereinafter referred to as “capital reduction in this repurchase and cancellation”).
For the purpose of issuing this legal opinion, our lawyers conducted legal review on the documents provided by the company and considered necessary for issuing this legal opinion, and inquired or discussed with relevant managers about the capital reduction of the company’s repurchase cancellation and related issues.
Our lawyers express legal opinions in accordance with the laws, regulations and normative documents in force in China up to the date of issuance of this legal opinion, as well as the understanding of the relevant facts involved in the capital reduction of Hitevision Co.Ltd(002955) this repurchase cancellation.
Our lawyer hereby makes the following statement on the issuance of this legal opinion:
1. This legal opinion is based on the relevant facts that have occurred or existed before the date of issuance of this legal opinion and the current laws, regulations and normative documents in China, and is based on our understanding of relevant facts and relevant laws, regulations and normative documents. For the facts that are important to the issuance of this legal opinion and cannot be supported by independent evidence, we rely on relevant government departments Supporting documents and oral confirmation issued by the company or other relevant units;
2. The firm and the handling lawyer declare that as of the date of issuance of this legal opinion, neither the firm nor the handling lawyer holds the shares of Hitevision Co.Ltd(002955) and there is no other relationship with Hitevision Co.Ltd(002955) that may affect the fair performance of duties;
3. Our lawyers have strictly performed their statutory duties, followed the principles of diligence and good faith, and fully verified the legitimacy and compliance of the company’s repurchase, cancellation and capital reduction, so as to ensure that there are no false records, misleading statements and major omissions in this legal opinion;
4. During the investigation for issuing this legal opinion, the company declares to the exchange that it has provided the true, accurate, complete and effective documents, materials or oral statements and explanations that the exchange considers necessary for issuing this legal opinion, and there are no concealment, falsehood and major omissions; The copy materials or copies provided by them are consistent and consistent with their 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 that have occurred;
5. This legal opinion is only used by the company for the purpose of this repurchase, cancellation and capital reduction, and shall not be used for any other purpose without the written consent of the exchange;
6. The exchange agrees to take this legal opinion as a necessary legal document for the company’s repurchase, cancellation and capital reduction, report it together with other application materials, and bear corresponding legal liabilities for this legal opinion according to law.
Based on the above, 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, the exchange has verified and verified the relevant facts involved in the capital reduction of Hitevision Co.Ltd(002955) this repurchase cancellation, and issued the following legal opinion.
1、 Procedures for cancellation and capital reduction of this repurchase
1. On September 9, 2019, the company held the 18th meeting of the first board of directors, deliberated and adopted the proposal on Hitevision Co.Ltd(002955) 2019 restricted stock incentive plan (Draft) and its summary, the proposal on the measures for the implementation and assessment of the company’s 2019 restricted stock incentive plan, and the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive. On the same day, the independent directors of the company reviewed the incentive plan and related matters and issued independent opinions on the company’s 2019 restricted stock incentive plan (Draft) and its summary and independent opinions on the scientificity and rationality of the indicators set in the restricted stock incentive plan. Independent directors believe that the assessment system of the company’s incentive plan is comprehensive, comprehensive and operable, the setting of assessment indicators is scientific and reasonable, and has a restrictive effect on Incentive objects, which can achieve the assessment purpose of the incentive plan.
2. On September 9, 2019, the company held the 11th meeting of the first board of supervisors, which deliberated and approved the proposal on Hitevision Co.Ltd(002955) 2019 restricted stock incentive plan (Draft) and its summary, the proposal on the measures for the implementation and assessment of the company’s 2019 restricted stock incentive plan, and the proposal on verifying the list of some incentive objects granted by the company’s 2019 restricted stock incentive plan for the first time. And review the list of incentive objects, and believe that the subject qualification of relevant incentive objects as the incentive objects of the company’s restricted stock incentive plan is legal and effective.
3. From September 10, 2019 to September 19, 2019, the company publicized the list of incentive objects granted this time on the company’s intranet. During the publicity period, the board of supervisors of the company did not receive any objection to the list of incentive objects proposed in the incentive plan.
On September 20, 2019, the board of supervisors of the company disclosed the statement on the verification opinions and publicity of the list of some incentive objects granted for the first time by the restricted stock incentive plan in 2019.
4. On September 25, 2019, the company held the fourth extraordinary general meeting of shareholders in 2019, deliberated and approved the proposal on Hitevision Co.Ltd(002955) 2019 restricted stock incentive plan (Draft) and its summary, the proposal on the company’s approach to the implementation and assessment management of 2019 restricted stock incentive plan, and the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive, It also disclosed the self inspection report on the trading of company shares by insiders with inside information of the restricted stock incentive plan in 2019. 5. On September 27, 2019, the company held the 19th meeting of the first board of directors and the 12th meeting of the first board of supervisors respectively, and deliberated and adopted the proposal on adjusting matters related to the 2019 restricted stock incentive plan and the proposal on granting restricted shares to incentive objects for the first time. The independent directors of the company expressed their independent opinions on this, and believed that the adjustment procedures of relevant matters were in compliance, the granting conditions had been achieved, the subject qualification of incentive objects was legal and effective, and the determined granting date met the relevant provisions. The board of supervisors again verified the list of incentive objects granted with restricted shares on the grant date and issued verification opinions.
6. On November 19, 2019, the company completed the registration of the first grant of the 2019 restricted stock incentive plan and granted 1856877 shares of restricted stock to 286 incentive objects. The listing date of the first granted shares of the company’s 2019 restricted stock incentive plan is November 22, 2019. After the registration of this restricted stock grant, the share capital of the company increased from 13723397700 shares to 1390909000 shares.
7. On May 22, 2020, the company held the 2019 annual general meeting of shareholders, deliberated and approved the 2019 profit distribution and capital reserve conversion to share capital plan. The company took the total share capital of 139090854 shares as the base and converted the capital reserve to all shareholders by 7 shares for every 10 shares. In June 2020, based on the total share capital of 139090854 shares, the company converted 7 shares for every 10 shares to all shareholders with capital reserve. After the conversion, the share capital of the company was changed to 236454451 shares.
8. On September 26, 2020, the company disclosed the announcement on the invalidation of the reserved rights and interests of the restricted stock incentive plan in 2019. The reserved part of the non granted restricted stock 82875 shares of restricted stock has expired. 9. On November 12, 2020, the company held the third meeting of the second board of directors and the third meeting of the second board of supervisors respectively, The proposal on adjusting the repurchase quantity and repurchase price of the restricted stock incentive plan in 2019, the proposal on the achievement of the lifting of the restrictions during the first lifting period of the restricted stock incentive plan in 2019, and the proposal on the repurchase and cancellation of the restricted shares that have not been fully lifted and the restricted shares that have been granted but not unlocked to the incentive objects who do not meet the incentive conditions were reviewed and approved.
In view of the 2019 equity distribution plan implemented by the company in June 2020, according to the adjustment methods and procedures specified in the Hitevision Co.Ltd(002955) 2019 restricted stock incentive plan, the repurchase price of the company’s restricted shares was adjusted from 30.49 yuan / share to 17.94 yuan / share, and the number of restricted shares was adjusted from 1856877 shares to 3156691 shares.
In view of the achievement of the conditions for lifting the restrictions during the first lifting period of the company’s restricted stock incentive plan in 2019, according to the authorization of the company’s fourth extraordinary general meeting in 2019, the company handled the matters related to the first lifting of the restrictions for the incentive objects who meet the conditions for lifting the restrictions in accordance with relevant regulations. The number of incentive objects meeting the conditions for lifting the restrictions on sales is 262, and the number of shares that can be lifted is 695306, accounting for 0.29% of the current total share capital of the company.
During the first unlocking period of the restricted stock incentive plan in 2019, because the performance evaluation results of 124 incentive objects were B or C, the restricted stock could not be lifted in full, and the Company repurchased and cancelled 13876 restricted shares granted but not unlocked by the above incentive objects. 24 incentive objects granted by the company’s restricted stock incentive plan in 2019 resigned and did not meet the incentive conditions. According to the relevant provisions of the incentive plan, the restricted shares granted but not unlocked to the above incentive objects were repurchased and cancelled, with a total of 159273 shares. The total number of shares repurchased and cancelled is 173149, and the repurchase price is 17.94 yuan / share. After the repurchase and cancellation, the share capital of the company was adjusted from 236454451 shares to 236281302 shares.
10. On March 5, 2021, Tianzhi International Certified Public Accountants (special general partnership) issued the Hitevision Co.Ltd(002955) capital verification report (tzyz [2021] No. 14931) on the reduction of the company’s registered capital caused by the repurchase and cancellation of 173149 restricted shares that 148 incentive objects failed to lift the restrictions during the first unlocking period of the company’s restricted stock incentive plan in 2019.
11. On April 7, 2021, the company held the seventh meeting of the second board of directors, deliberated and approved the proposal on the unfulfilled conditions for lifting the restrictions in the second lifting period of the restricted stock incentive plan in 2019, repurchase and cancel some restricted shares and reduce the registered capital. Since the company’s operating income in 2020 did not meet the performance assessment requirements at the company level, the board of directors of the company decided to repurchase and cancel 892148 restricted shares of 235 incentive objects that did not meet the unlocking conditions and 403464 restricted shares of 27 incentive objects that did not meet the incentive conditions due to resignation. The total number of shares repurchased and cancelled by the company this time was 1295612, and the repurchase price was 17.94 yuan / share, And submit the matter to the 2020 annual general meeting of shareholders of the company for deliberation.
12. On April 7, 2021, the company held the fourth meeting of the second session of the board of supervisors, which deliberated and approved the proposal on the unfulfilled conditions for the lifting of restrictions in the second lifting period of the restricted stock incentive plan in 2019, the repurchase and cancellation of some restricted shares and the reduction of registered capital. The board of supervisors of the company agreed that since the performance assessment of the company in 2020 did not meet the conditions for the lifting of the restrictions in the second lifting period of the restricted stock incentive plan in 2019, the restricted shares that the incentive objects could not lift the restrictions in that year would be repurchased and the 892148 shares held by 235 incentive objects who did not meet the conditions for lifting the restrictions would be cancelled by the company. At the same time, 27 incentive objects granted by the company’s restricted stock incentive plan in 2019 resigned and did not meet the incentive conditions. According to the relevant provisions of the incentive plan, the restricted shares granted but not unlocked to the above incentive objects were repurchased and cancelled, with a total of 403464 shares. The total number of shares repurchased and cancelled by the company this time is 1295612, and the repurchase price is 17.94 yuan / share, and the matter will be submitted to the 2020 annual general meeting of shareholders of the company for deliberation.
13. On April 7, 2021, the independent directors issued their independent opinions on matters related to the seventh meeting of the second board of directors of the company. The independent directors believed that according to the provisions of the company’s incentive plan, since the operating revenue realized by the company in 2020 did not reach 130% of the operating revenue in 2018, it was necessary to repurchase and cancel, resulting in 23 cases that did not meet the unlocking conditions
