Beijing zhongzi law firm
About Jade Bird Fire Co.Ltd(002960) equity incentive plan
Legal opinion on some adjustment matters (III)
To: Jade Bird Fire Co.Ltd(002960)
Beijing zhongzi law firm (hereinafter referred to as “the firm”) is entrusted by Jade Bird Fire Co.Ltd(002960) (hereinafter referred to as ” Jade Bird Fire Co.Ltd(002960) ” or “the company”) to act as the special legal adviser for Jade Bird Fire Co.Ltd(002960) implementing the first phase of 2020 stock option and restricted stock incentive plan (hereinafter referred to as “the equity incentive plan”). In accordance with relevant laws and regulations and the provisions of the Jade Bird Fire Co.Ltd(002960) articles of Association (hereinafter referred to as the “articles of association”), and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, our lawyers issue this legal opinion on some adjustments to the Jade Bird Fire Co.Ltd(002960) equity incentive plan (hereinafter referred to as “this adjustment”).
Part I lawyer’s statement
As a law firm registered and qualified in China, the firm is qualified to provide legal opinions under this legal opinion on the understanding and application of Chinese laws, administrative regulations and normative documents.
In accordance with the relevant laws and regulations and the facts that have occurred or exist before the date of issuance of this legal opinion, the firm and the signing lawyer have strictly performed their legal duties, followed the principles of diligence and good faith, and conducted sufficient verification and verification to ensure that the facts identified in this legal opinion are true, accurate and complete, the concluding opinions issued are legal and accurate, and there are no false records, misleading statements or major omissions, And bear corresponding legal responsibilities.
As of the date of issuance of this legal opinion, neither the firm nor the signing lawyer holds the shares of Jade Bird Fire Co.Ltd(002960) and there is no other relationship with Jade Bird Fire Co.Ltd(002960) that may affect the fair performance of duties.
Our lawyers only express their opinions on the legal issues related to this adjustment, and do not express their opinions on non legal matters.
The issuance of this legal opinion has been guaranteed by Jade Bird Fire Co.Ltd(002960) as follows: Jade Bird Fire Co.Ltd(002960) has provided us with all the factual documents necessary for the issuance of this legal opinion, all the documents are true, complete, legal and effective, and all the facts and documents sufficient to affect the legal judgment made by our lawyers have been disclosed without any concealment, misleading or omission.
This legal opinion is only used for the purpose of Jade Bird Fire Co.Ltd(002960) this adjustment, and shall not be used for any other purpose or quoted and relied on by any other person without the written consent of the exchange and the signing lawyer.
Our lawyer agrees to take this legal opinion as a necessary legal document for Jade Bird Fire Co.Ltd(002960) implementing this equity incentive plan, and report or publicly disclose it together with other application materials.
The second part is the main body
1、 Approval and relevant authorization of this equity incentive plan
(I) on May 15, 2020, Jade Bird Fire Co.Ltd(002960) convened the 2019 annual general meeting of shareholders, deliberated and approved the proposal on the company’s 2020 first stock option and restricted stock incentive plan (Revised Draft) and its summary, and the proposal on the company’s assessment and management measures for the implementation of 2020 first stock option and restricted stock incentive plan (Revised Draft), and approved the equity incentive plan.
(II) Jade Bird Fire Co.Ltd(002960) 2019 annual general meeting of shareholders deliberated and approved the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive, which authorized the board of directors to be responsible for the specific implementation of equity incentive plan, Among them, the matters related to this adjustment are as follows: “… (2) authorize the board of directors to adjust the number of stock options and the number of restricted shares according to the methods specified in this stock option and restricted stock incentive plan when the company has matters such as capital reserve converted into share capital, distribution of stock dividends, stock subdivision or reduction, allotment, etc.; (3) Authorize the board of directors to adjust the exercise price of stock options, the grant price of restricted shares and the repurchase price of restricted shares in accordance with the methods specified in the stock option and restricted stock incentive plan when the company has matters such as the conversion of capital reserve into share capital, the distribution of stock dividends, the subdivision or reduction of shares, the allotment of shares and the distribution of dividends… “
2、 Specific contents of this equity incentive plan adjustment
(I) adjustment reasons
According to the proposal on the company’s 2021 annual profit distribution plan deliberated and approved at the Jade Bird Fire Co.Ltd(002960) 2021 annual general meeting of shareholders and the announcement on the implementation of Jade Bird Fire Co.Ltd(002960) 2021 annual equity distribution (Announcement No.: 2022053), Jade Bird Fire Co.Ltd(002960) will distribute RMB 4 million in cash (including tax) to all shareholders for every 10 shares based on the company’s existing total share capital of 349059635 shares. At the same time, 4000000 shares will be transferred to all shareholders for every 10 shares with the capital reserve. The profit distribution will be completed on May 20, 2022.
(II) adjustment method and results
1. Stock option
(1) Quantity adjustment
The incentive plan for the first issue of stock options and restricted stocks in 2020 (Revised Draft) (hereinafter referred to as the “incentive plan (Revised Draft)”) stipulates: “if the company has matters such as the conversion of capital reserve into share capital, distribution of stock dividends, stock subdivision, allotment or reduction of shares, dividend distribution and so on before the incentive object exercises its rights, the number of stock options shall be adjusted accordingly. The adjustment method is as follows:
① Conversion of capital reserve into share capital, distribution of stock dividends and stock splitting
Q＝Q0 × （1＋n）
Where: Q0 is the number of stock options before adjustment; The ratio of the share capital increased or transferred after the share capital is divided or divided (i.e. the ratio of the share capital increased or transferred after the share capital is divided or divided); Q is the adjusted number of stock options. “
According to the above calculation rules, from May 20, 2022, the number of stock options not exercised in the second exercise period and the third exercise period granted by the equity incentive plan for the first time is adjusted from 3836249 to q = 3836249 × (1 + 0400000) ≈ 5370749 copies;
Among them: the number of stock options that can be exercised but have not been exercised in the second exercise period granted for the first time in the equity incentive plan is adjusted from 1764718 to:
Q=1,764718 × (1 + 0400000) ≈ 2470605 copies;
The stock options granted for the first time in this equity incentive plan do not meet the exercise conditions, and the number of parts to be cancelled by the company is adjusted from 270929 to:
Q=270929 × (1 + 0400000) ≈ 379301 copies.
The number of reserved stock options granted in this equity incentive plan is adjusted from 1638660 to:
Q=1,638660 × (1 + 0400000) ≈ 2294124 copies.
Among them: the number of exercisable but not exercisable shares reserved for the first exercise period of stock options granted in this equity incentive plan is adjusted from 601516 to:
Q=601516 × (1 + 0400000) ≈ 842122 copies;
The reserved stock options granted in this equity incentive plan do not meet the exercise conditions, and the number of shares to be cancelled by the company is adjusted from 53948 to:
Q=53,948 × (1 + 0400000) ≈ 75527 copies;
(Note: the above results are obtained by the company through calculation and rounding. The actual adjustment results are subject to the data confirmed by China Securities Depository and Clearing Co., Ltd. Shenzhen Branch.)
(2) Price adjustment
The incentive plan (Revised Draft) stipulates: “if the company has matters such as converting capital reserve into share capital, distributing stock dividends, stock subdivision, allotment or reduction of shares, dividend distribution and so on before the incentive object exercises, the exercise price of stock options shall be adjusted accordingly. The adjustment method is as follows:
① Conversion of capital reserve into share capital, distribution of stock dividends and stock splitting
P＝P0÷（1＋n）
Where: P0 is the exercise price before adjustment; N is the ratio of capital reserve converted into share capital, stock dividend and stock subdivision per share; P is the adjusted exercise price.
……
④ Dividend
P＝P0-V
Where: P0 is the exercise price before adjustment; V is the dividend per share; P is the adjusted exercise price. After dividend adjustment, P must still be greater than 1. “
According to the above calculation rules, from May 20, 2022: the exercise price of the first granted stock option in the equity incentive plan before this adjustment is 13.00 yuan / share, and the exercise price of the first granted stock option after this adjustment is:
P = (13.00-0400000) / (1 + 0400000) = 9.00 yuan / share;
The exercise price of reserved granted stock options in the equity incentive plan before this adjustment is 20.34 yuan / share, and the exercise price of reserved granted stock options after this adjustment is:
P = (20.34-0400000) / (1 + 0400000) ≈ 14.24 yuan / share.
2. Restricted stock
(1) Quantity adjustment
The incentive plan (Revised Draft) stipulates: “if the company has matters such as conversion of capital reserve to share capital, distribution of stock dividends, share splitting, allotment or reduction of shares from the date of announcement of the draft plan to the completion of the registration of restricted shares by the incentive object, the number of restricted shares shall be adjusted accordingly. The adjustment methods are as follows: ① conversion of capital reserve to share capital, distribution of stock dividends and share splitting
Q＝Q0 × （1＋n）
Where: Q0 is the number of restricted stocks before adjustment; N is the ratio of capital reserve per share converted into share capital, dividend distribution and subdivision of shares (i.e. the number of shares increased after conversion, dividend distribution or subdivision of each share); Q is the adjusted number of restricted shares. “
According to the above calculation rules, since May 20, 2022, the number of restricted shares that have not been released in the second and third release periods of restricted shares granted by the equity incentive plan for the first time has been adjusted from 4793213 shares to:
Q=4,793213 × (1 + 0400000) ≈ 6710498 shares;
Among them, the number of shares eligible for the lifting of restrictions in the second lifting period of restricted shares granted for the first time in this equity incentive plan is 3355249 shares.
In addition, if the restricted shares granted for the first time in this equity incentive plan do not meet the conditions for lifting the restrictions on sales, it has been deliberated and approved by the general meeting of shareholders, and the number of shares to be repurchased and cancelled has been adjusted from 419721 shares to:
Q=419721 × (1 + 0400000) ≈ 587609 shares.
The number of restricted shares reserved for grant in this equity incentive plan is adjusted from 2172056 shares to:
Q=2,172056 × (1 + 0400000) ≈ 3040878 shares;
Among them, the number of shares that meet the conditions for lifting the restrictions in the first lifting period reserved for granting restricted shares in the equity incentive plan is adjusted from 868822 shares to:
Q=868822 × (1 + 0400000) ≈ 1216351 shares;
(Note: the above results are obtained by the company through calculation and rounding. The actual adjustment results are subject to the data confirmed by China Securities Depository and Clearing Co., Ltd. Shenzhen Branch.)
(2) Price adjustment
The incentive plan (Revised Draft) stipulates: “if the company has matters such as dividend distribution, conversion of capital reserve into share capital, distribution of stock dividends, share subdivision, allotment or reduction of shares from the date of announcement of the draft plan to the completion of the registration of restricted shares, the grant price of restricted shares shall be adjusted accordingly. The adjustment method is as follows:
① Conversion of capital reserve into share capital, distribution of stock dividends and split of shares
P＝P0÷（1＋n）
Where: P0 is the grant price before adjustment; N is the ratio of capital reserve converted into share capital, dividend distribution and share splitting per share; P is the adjusted grant price.
……
④ Dividend
P＝P0-V
Where: P0 is the grant price before adjustment; V is the dividend per share; P is the adjusted grant price. After dividend adjustment, P must still be greater than 1. “
The incentive plan (Revised Draft) stipulates: “after the restricted shares granted to the incentive object are registered, if the company has matters affecting the total share capital or the price of the company’s shares, such as the conversion of capital reserve into share capital, the distribution of stock dividends, the splitting of shares, the allotment or reduction of shares, and the distribution of dividends, the company shall make corresponding adjustments to the repurchase price of the restricted shares that have not been lifted, as follows:
① Conversion of capital reserve into share capital, distribution of stock dividends, stock split:
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).
……
④ Dividend: 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. “
According to the above calculation rules, the repurchase price of restricted shares granted for the first time in the equity incentive plan before this adjustment is 8.49 yuan / share, and the repurchase price of restricted shares granted for the first time after this adjustment is:
RMB 78 / (P) ≈ 1.0040000 / share;
The grant / repurchase price of restricted shares reserved for grant in this equity incentive plan before this adjustment is 13.45 yuan / share, and the repurchase price of restricted shares reserved for grant after this adjustment is:
P=（13.45-0400000）
