Beijing Deheng (Shenzhen) law firm
About some incentive shares of Zhuhai Bojay Electronics Co.Ltd(002975) 2021 restricted stock incentive plan
Legal opinions on matters related to repurchase and cancellation
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Beijing Deheng (Shenzhen) law firm
About Zhuhai Bojay Electronics Co.Ltd(002975)
Restricted stock incentive plan in 2021
Matters related to repurchase and cancellation of incentive shares
Legal opinion
Deheng 06f20200266- 00003 to: Zhuhai Bojay Electronics Co.Ltd(002975)
Beijing Deheng (Shenzhen) law firm (hereinafter referred to as “the firm” or “Deheng”) accepts the entrustment of Zhuhai Bojay Electronics Co.Ltd(002975) (hereinafter referred to as “the company” or ” Zhuhai Bojay Electronics Co.Ltd(002975) “) as the special legal adviser of the company’s 2021 restricted stock incentive plan project (hereinafter referred to as “the incentive plan”). Now, the lawyers of the firm are 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”) issued by the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”) and other laws and regulations In accordance with the relevant provisions of the rules and normative documents, and in combination with the Zhuhai Bojay Electronics Co.Ltd(002975) articles of Association (hereinafter referred to as the “articles of association”), this legal opinion is issued on matters related to the repurchase and cancellation of some incentive shares in the company’s incentive plan.
In order to issue this legal opinion, our lawyers reviewed the company’s documents and materials related to the issuance of this legal opinion, and verified and verified the relevant facts.
In order to issue this legal opinion, our lawyer hereby makes the following statement:
1. This legal opinion is based on the relevant facts, laws, regulations, rules and normative documents that have occurred or existed before the date of issuance of this legal opinion, and based on the lawyer’s understanding of the relevant facts and the understanding of the relevant laws, regulations, rules and normative documents. For the fact that it is very important to issue this legal opinion and cannot be supported by independent evidence, our lawyers rely on the supporting documents or oral and written statements issued by relevant government departments, companies, units or individuals.
2. Our lawyers have strictly performed their statutory duties, followed the principles of diligence and good faith, and fully verified the legality and compliance of the company’s implementation of this incentive plan, so as to ensure that there are no false records, misleading statements and major omissions in this legal opinion.
3. In the process of investigation for issuing this legal opinion, the company promises to the exchange that it has provided the lawyers of the exchange with the necessary documents and materials for issuing this legal opinion and made oral or written statements on relevant matters; Its documents and oral or written statements are true, accurate, complete and effective without any concealment, false records, misleading statements or 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 by them are authentic, and have fulfilled the legal procedures necessary for signing such documents and materials and obtained legal authorization.
4. This legal opinion is only for the purpose of expressing opinions on the legal issues related to the repurchase and cancellation of some incentive shares involved in this incentive plan. The company shall not use it for any other purpose without the written consent of the lawyer of this exchange.
5. Our lawyers agree to publicly disclose this legal opinion as a necessary legal document for the company’s incentive plan together with other materials, bear corresponding legal liabilities for the legal opinion issued, and agree that the company can quote the relevant contents of this legal opinion in the relevant documents prepared by the company for the implementation of this incentive plan, but the above quotation by the company shall not lead to legal ambiguity or misinterpretation, The company has the right to review and confirm the corresponding contents of the above relevant documents again.
Based on the above statement, our lawyers, in accordance with the requirements of laws, regulations, rules and normative documents, and in accordance with the business standards, ethics and the spirit of diligence recognized by the Chinese lawyer industry, issue this legal opinion as follows. 1、 With regard to the approval and authorization of matters related to the repurchase and cancellation of some incentive shares in the company’s incentive plan, after verification by the lawyers of the firm, as of the date of issuance of this legal opinion, the approval and decision-making procedures of the company for the approval and authorization of matters related to the repurchase and cancellation of some incentive shares in the company’s incentive plan are as follows:
1. The remuneration and assessment committee of the board of directors of the company has formulated the Zhuhai Bojay Electronics Co.Ltd(002975) 2021 restricted stock incentive plan (Draft) (hereinafter referred to as “incentive plan (Draft)”) and its abstract, and the assessment management office for the implementation of Zhuhai Bojay Electronics Co.Ltd(002975) 2021 restricted stock incentive plan
Law (hereinafter referred to as “assessment management measures”) and submitted to the 23rd Meeting of the first board of directors held on February 22, 2021 for deliberation.
2. On February 22, 2021, the 23rd Meeting of the first board of directors of the company deliberated and adopted the incentive plan (Draft) and its summary, assessment management measures and other proposals related to the incentive plan. 3. On February 22, 2021, the 16th meeting of the first board of supervisors of the company deliberated and approved the incentive plan (Draft) and its abstract, the assessment management measures, the list of incentive objects first granted under the Zhuhai Bojay Electronics Co.Ltd(002975) 2021 restricted stock incentive plan (hereinafter referred to as the “list of incentive objects”) and other proposals related to the incentive plan, and verified the incentive objects of the incentive plan, It is considered that the subject qualification of incentive objects is legal and effective.
4. On March 12, 2021, the company held the second extraordinary general meeting of shareholders in 2021, deliberated and approved the proposal on the “2021 restricted stock incentive plan (Draft)” and its summary “,” the proposal on the “measures for the implementation and assessment of the 2021 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 “.
5. On April 23, 2021, the company held the 25th meeting of the first board of directors. According to the authorization made by the company’s second extraordinary general meeting of shareholders in 2021, the proposal on adjusting the list and number of incentive objects granted under the 2021 restricted stock incentive plan and the proposal on granting restricted shares to incentive objects under the 2021 restricted stock incentive plan were deliberated and adopted, Agree to adjust the relevant matters of the incentive plan and grant restricted shares to the incentive object for the first time.
The independent directors of the company expressed independent opinions on matters related to the adjustment of the restricted stock incentive plan in 2021.
6. On April 23, 2021, the company held the 18th meeting of the first board of supervisors, deliberated and approved the proposal on adjusting the list and number of incentive objects granted under the 2021 restricted stock incentive plan and the proposal on granting restricted shares to incentive objects under the 2021 restricted stock incentive plan, And issued the verification opinions of Zhuhai Bojay Electronics Co.Ltd(002975) board of supervisors on the list of incentive objects first granted under the restricted stock incentive plan in 2021 (after adjustment), agreed to adjust the relevant matters of the incentive plan, and granted restricted shares to the incentive objects for the first time.
7. On May 10, 2021, the company disclosed the announcement on the completion of the first grant registration of the 2021 restricted stock incentive plan, which granted 754600 restricted shares for the first time, accounting for 0.54% of the company’s total share capital of 13893400 shares on the announcement date of the draft incentive plan. The grant price was 49.68 yuan / share, and the total number of incentive objects granted for the first time was 90.
8. On April 29, 2022, the 8th meeting of the second board of directors of the company deliberated and approved the proposal on the first lifting of restrictions in the 2021 restricted stock incentive plan, the unfulfilled lifting of restrictions and the repurchase and cancellation of some restricted stocks. The independent directors of the company expressed independent opinions on matters related to the repurchase and cancellation of some incentive shares in this incentive plan.
9. On April 29, 2022, the 8th meeting of the second session of the board of supervisors of the company deliberated and approved the proposal on the unfulfilled lifting conditions of the first lifting period of the restricted stock incentive plan in 2021 and the repurchase and cancellation of some restricted stocks.
To sum up, our lawyers believe that the relevant matters related to the repurchase and cancellation of some incentive shares in the company’s incentive plan have obtained the necessary approval and authorization at this stage, and comply with the provisions of the company law, the securities law, the administrative measures and other relevant laws, regulations, rules and normative documents, the articles of association and the incentive plan (Draft). 2、 Reasons and contents for repurchase and cancellation of some incentive shares in the company’s incentive plan
(I) reasons and quantity of repurchase and cancellation of some incentive shares in this incentive plan
According to the requirements of the company’s performance appraisal plan for the first (III) performance appraisal period, the restrictions on the sale of shares are lifted as follows:
Performance assessment objectives during the lifting of sales restrictions
In the first release period of restricted shares granted for the first time, the net profit attributable to shareholders of the parent company in 2021 increased by more than 10% compared with 2020
Note: the above “net profit” index is calculated based on the net profit before amortization of incentive costs generated by the implementation of this plan and other equity incentive plans.
Because the above performance assessment objectives have not been achieved, the company will repurchase and cancel 296840 restricted shares of 88 incentive objects that do not meet the conditions for lifting the restrictions.
2. According to the provisions of “Chapter 14 II. Treatment of changes in the personal situation of incentive objects (II) resignation of incentive objects” in the incentive plan (Draft), if the incentive object’s contract expires and will not be renewed or resigns voluntarily, the restricted shares that have been granted but have not been lifted shall not be lifted, and the company shall repurchase and cancel them at the grant price. In view of the fact that two of the original incentive objects have left their jobs and no longer meet the incentive conditions, the company will repurchase and cancel 12500 restricted shares it has been granted.
To sum up, the total number of restricted shares to be repurchased and cancelled by the company this time is 309340, accounting for 40.99% of the underlying shares involved in the equity incentive plan.
(II) repurchase price of restricted shares
According to the provisions of “Chapter 14 II. Handling of changes in the personal situation of the incentive object (II) resignation of the incentive object” in the incentive plan (Draft), if the incentive object’s contract expires and will not be renewed or resigns voluntarily, the restricted shares granted but not lifted shall not be lifted, and the company shall repurchase and cancel them at the grant price, with the repurchase price of 49.68 yuan / share; According to “Chapter IX II. Conditions for lifting restrictions on sale of restricted shares (III) performance assessment requirements at the company level” in the incentive plan (Draft), if the company’s current performance level does not meet the performance assessment target conditions, all incentive objects shall not lift the restrictions on sale of restricted shares planned to be lifted in the assessment year, which shall be repurchased and cancelled by the company according to the grant price, and the repurchase price is 49.68 yuan / share. The total amount of funds to be repurchased this time is 1536801120 yuan.
In conclusion, our lawyers believe that the repurchase and cancellation of some incentive shares in the company’s incentive plan is carried out in accordance with the provisions of the incentive plan (Draft), and in line with the provisions of the company law, the securities law, the administrative measures and other relevant laws, regulations, rules, normative documents and the articles of association.
3、 Concluding observations
In conclusion, our lawyers believe that, in addition to being submitted to the general meeting of shareholders for deliberation and approval, the company’s repurchase cancellation has obtained the necessary approval and authorization at this stage. The repurchase reason, quantity and repurchase price involved in this repurchase cancellation are in line with the provisions of the company law, the securities law, the administrative measures and other relevant laws, regulations, rules and normative documents and the articles of association, The company still needs to perform the corresponding capital reduction procedures and share cancellation procedures in accordance with the company law and other relevant provisions, and timely perform the obligation of information disclosure on this repurchase cancellation.
The original of this legal opinion is made in quadruplicate, which has the same legal effect. It will come into force after being signed by the undertaking lawyer and stamped with the official seal of this office.
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