Shanghai jintiancheng law firm
About Wuxi Lead Intelligent Equipment Co.Ltd(300450)
Matters related to repurchase and cancellation of some restricted shares involved in the restricted stock incentive plan in 2018
Legal opinion
Address: 9, 11, 12 level of Shanghai Center Tower, Shanghai Center Tower, No. 501, Yingcheng Road, Pudong New Area, Shanghai: 021-20511000 Fax: 021-20511999
Postal Code: 200120
Shanghai jintiancheng law firm
Legal opinion on matters related to repurchase and cancellation of some restricted shares involved in the Wuxi Lead Intelligent Equipment Co.Ltd(300450) 2018 restricted stock incentive plan
To: Wuxi Lead Intelligent Equipment Co.Ltd(300450)
Shanghai jintiancheng law firm (hereinafter referred to as "the firm") accepts the entrustment of Wuxi Lead Intelligent Equipment Co.Ltd(300450) (hereinafter referred to as "300450}" or "the company"), and in accordance with the company law of the people's Republic of China (hereinafter referred to as "the company law") and the Securities Law of the people's Republic of China (hereinafter referred to as "the securities law") According to the measures for the administration of equity incentive of listed companies (hereinafter referred to as the "measures") and the articles of association of Wuxi Lead Intelligent Equipment Co.Ltd(300450) (hereinafter referred to as the "articles of association"), this legal opinion is hereby issued on matters related to the repurchase and cancellation of some restricted shares involved in the Wuxi Lead Intelligent Equipment Co.Ltd(300450) 2018 restricted stock incentive plan (hereinafter referred to as "this repurchase and cancellation").
Section 1 matters declared by lawyers
(I) in accordance with the provisions of the securities law, the measures for the administration of securities legal business of law firms and the rules for the practice of securities legal business of law firms, as well as the facts that have occurred or exist before the date of issuance of this legal opinion, the firm and its handling lawyers have strictly performed their statutory duties and followed the principles of diligence and good faith, The legitimacy and effectiveness of this repurchase cancellation have been fully verified and verified 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.
(II) our lawyers have reviewed and judged all documents and instructions related to the issuance of this legal opinion. At the same time, Wuxi Lead Intelligent Equipment Co.Ltd(300450) guarantees to the exchange that it has provided the authentic original written materials, copies or written instructions necessary for the issuance of this legal opinion, and the company has not omitted when providing documents to the exchange; The signatures and seals on all documents are authentic, and all copies or copies are consistent with the original.
(III) the firm and its lawyers have not authorized any unit or individual to make any explanation or explanation on this legal opinion.
(IV) this legal opinion is only used by the company for the purpose of this repurchase cancellation, and shall not be used by anyone for any other purpose without the written permission of the exchange.
Section II main body
1、 Authorization for cancellation of this repurchase
After verification, the company held the first extraordinary general meeting of shareholders in 2018 on February 26, 2018, deliberated and adopted the proposal on and its summary, the proposal on The proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive and other proposals agree that the company will implement the 2018 restricted stock incentive plan and authorize the board of directors to handle matters related to the incentive plan.
Our lawyers believe that the board of directors of the company has obtained legal authorization for the cancellation of this repurchase.
2、 Procedures for cancellation of this repurchase
According to the information provided by the company and after verification, the company has performed the following procedures for this repurchase cancellation:
1. On January 26, 2022, the company held the 10th meeting of the 4th board of directors, which deliberated and approved the proposal on repurchase and cancellation of some restricted shares. The original incentive objects Jia Jiawen, he Jianneng and other five people left for personal reasons and did not meet the incentive conditions. According to the relevant provisions of the 2018 equity incentive plan, The company plans to repurchase and cancel 27798 restricted shares that have been granted but not unlocked.
2. On January 26, 2022, the company held the 10th meeting of the 4th board of supervisors, which deliberated and approved the proposal on repurchase and cancellation of some restricted shares. The board of supervisors held that the repurchase and cancellation procedures of restricted shares in 2018 comply with relevant regulations and will not have a significant impact on the company's operating performance. It is agreed that the company will repurchase and cancel 27798 restricted shares in 2018 in accordance with the company's 2018 restricted stock incentive plan (Draft) and relevant procedures.
3. On January 26, 2022, the independent directors of the company expressed their independent opinions on the repurchase and cancellation. All the independent directors of the company believed that the matters related to the repurchase and cancellation of some restricted shares of the company comply with the relevant laws and regulations such as the measures for the administration of equity incentives of listed companies and the relevant provisions of the company's 2018 restricted stock incentive plan (Draft), the repurchase procedures The quantity and price are legal and compliant, which will not affect the continuous operation of the company or damage the interests of the company and all shareholders. Therefore, the company agrees to repurchase and cancel some restricted shares this time. Our lawyers believe that the company's repurchase cancellation still needs to go through the capital reduction procedures and share cancellation registration procedures in accordance with the company law and relevant provisions.
3、 Matters related to this repurchase
(I) reasons and quantity for repurchase and cancellation of some restricted shares granted but not lifted
According to the management measures, the company's 2018 restricted stock incentive plan (Draft) and other relevant provisions, due to the resignation of five original incentive objects Jia Jiawen and he Jianneng, who are no longer qualified as incentive objects, the company plans to repurchase and cancel a total of 27798 restricted shares held by them that have not been lifted.
(II) the price of this repurchase cancellation
According to the provisions of "Chapter XIII handling of changes in the company / incentive object" in the company's 2018 restricted stock incentive plan (Draft), due to the resignation of five original incentive objects, such as Jia Jiawen and he Jianneng, who are no longer qualified as incentive objects, the company will repurchase and cancel a total of 27798 restricted shares held by them that have not been lifted at the grant price.
In view of the 2020 equity distribution implemented by the company on June 3, 2021, based on the company's existing total share capital of 907322521 shares, the company will pay dividends of RMB 3 (including tax) for every 10 shares to all shareholders, and increase 6 shares for every 10 shares to all shareholders with capital reserve.
Therefore, according to the provisions of the company's 2018 restricted stock incentive plan (Draft), when repurchasing this part of restricted shares, the company will adjust the repurchase price of restricted shares accordingly. The adjusted repurchase price is 7.94 yuan / share and the repurchase amount is 220716.12 yuan. Our lawyers believe that the number and price of some restricted shares repurchased and cancelled by the company this time comply with the relevant provisions of the administrative measures and other laws and regulations, normative documents and the company's 2018 restricted stock incentive plan (Draft).
4、 Concluding observations
To sum up, our lawyers believe that the repurchase cancellation of the company complies with the provisions of the company law, the securities law, the administrative measures and the company's 2018 restricted stock incentive plan (Draft). As of the date of issuance of this legal opinion, in addition to the information disclosure required for this repurchase and cancellation in accordance with the administrative measures and relevant normative documents of the stock exchange, and the capital reduction procedures and share cancellation registration procedures in accordance with the company law, the articles of association and relevant provisions, the company has fulfilled the procedures that should be performed at this stage.
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(there is no text on this page, which is about Wuxi Wuxi Lead Intelligent Equipment Co.Ltd(300450) Equipment Co., Ltd. by Shanghai jintiancheng law firm
Legal meaning of matters related to repurchase and cancellation of some restricted shares involved in the company's 2018 restricted stock incentive plan
(see the signature page of the letter)
Handling lawyer of Shanghai jintiancheng law firm:
Yang Hai
Person in charge: Handling lawyer:
Gu Gongyun, Zhang Tianlong
specific date
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Address: 9/11/12, Shanghai Center Tower, No. 501, Yingcheng Middle Road, Pudong New Area, Shanghai. Zip code: 200120
