Guohao law firm (Shanghai)
about
Shanghai Pharmaceuticals Holding Co.Ltd(601607)
Adjust the list of incentive objects of the 2019 stock option incentive plan, the number of stock options granted, and cancel some stock options and the achievement of exercise conditions in the first exercise period
Legal opinion
Floor 23-25, Jiadi center, No. 968, West Beijing Road, Shanghai 200041
23-25/F, Garden Square, 968 West Beijing Road, Shanghai 200041, China
Tel: + 86 21 52341668 Fax: + 86 21 52433320
Website: http://www.grandall.com.cn.
January, 2002
about
Shanghai Pharmaceuticals Holding Co.Ltd(601607)
Adjust the list of incentive objects of the 2019 stock option incentive plan, the number of stock options granted, and cancel some stock options and the achievement of exercise conditions in the first exercise period
Legal opinion
To: Shanghai Pharmaceuticals Holding Co.Ltd(601607)
Guohao law firm (Shanghai) (hereinafter referred to as “the firm”) accepts the entrustment of Shanghai Pharmaceuticals Holding Co.Ltd(601607) (hereinafter referred to as ” Shanghai Pharmaceuticals Holding Co.Ltd(601607) ” or “the company”) 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”) The measures for the administration of equity incentive of listed companies (hereinafter referred to as the “measures”), the Trial Measures for the implementation of equity incentive by state-controlled listed companies (within China) (hereinafter referred to as the “Trial Measures”) and other relevant laws, regulations and normative documents, as well as the provisions of the Shanghai Pharmaceuticals Holding Co.Ltd(601607) articles of Association (hereinafter referred to as the “articles of association”), This legal opinion is issued on matters related to the company’s adjustment of the list of incentive objects of the 2019 stock option incentive plan, the number of stock options granted and the cancellation of some stock options (hereinafter referred to as “this adjustment and cancellation”) and the achievement of exercise conditions in the first exercise period (hereinafter referred to as “this exercise”).
Section 1 matters declared by lawyers
In accordance with the provisions of the securities law, the measures for the administration of law firms engaging in securities legal business and the rules for the practice of securities legal business of law firms (for Trial Implementation) and the facts that have occurred or exist before the date of issuance of this legal opinion, our lawyers have strictly performed their statutory duties, followed the principles of diligence and good faith, and conducted full verification and verification, Ensure that the facts identified in this legal opinion are true, accurate and complete, that the concluding opinions issued are legal and accurate, and that there are no false records, misleading statements or major omissions, and bear corresponding legal liabilities.
The issuance of this legal opinion has been guaranteed by the company as follows: the company has provided all factual documents necessary for the issuance of this legal opinion to our lawyers, all documents are true, complete, legal and effective, the copies or copies of all documents are consistent with the original or the original, and the signatures and seals on all documents are true; And all 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 for the purpose of this adjustment and cancellation and this exercise, and shall not be used for any other purpose.
Our lawyer agrees to take this legal opinion as the necessary legal document for the company to apply for this adjustment and cancellation and this exercise, and report it together with other materials.
Our lawyer has not authorized any unit or individual to make any explanation or explanation on this legal opinion.
Section II main body
1、 This adjustment and cancellation and the approval and authorization of this exercise
1. On September 30, 2019, the company held the fifth meeting of the seventh board of directors, deliberated and adopted the proposal on 2019 stock option incentive plan (Draft) and its summary Proposal on the management measures for the implementation and assessment of 2019 stock option incentive plan and proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to 2019 stock option incentive plan. Related directors abstained from voting on these proposals. The independent directors of the company expressed independent opinions on the Shanghai Pharmaceuticals Holding Co.Ltd(601607) 2019 stock option incentive plan (Draft) (hereinafter referred to as “draft incentive plan” or “this incentive plan”) and the summary.
2. On September 30, 2019, the company held the third meeting of the seventh board of supervisors, deliberated and approved the proposal on 2019 stock option incentive plan (Draft) and summary, the proposal on the measures for the implementation and assessment of 2019 stock option incentive plan, and the proposal on the list of grant objects of 2019 stock option incentive plan. The board of supervisors of the company checked the list of incentive objects and issued audit opinions.
3. On November 9, 2019, Shanghai Municipal State owned assets supervision and Administration Commission issued the reply on agreeing to Shanghai Pharmaceuticals Holding Co.Ltd(601607) implement the stock option incentive plan (hgzd [2019] No. 297), and agreed to the draft incentive plan in principle.
4. On December 18, 2019, the company held the first extraordinary general meeting of shareholders in 2019, the second A-share general meeting of shareholders in 2019 and the second H-share general meeting of shareholders in 2019, and deliberated and adopted the proposal on recommending the adoption of 2019 stock option incentive plan Proposal on the management measures for the implementation and assessment of 2019 stock option incentive plan and proposal on Authorizing the board of directors to handle matters related to 2019 stock option incentive plan.
5. On December 19, 2019, according to the authorization of the general meeting of shareholders, the company held the seventh meeting of the seventh board of directors, deliberated and approved the proposal on relevant matters related to the first grant of stock option incentive plan in 2019, and the board of directors agreed to grant 25.68 million stock options to 211 incentive objects for the first time on December 19, 2019. Related directors abstained from voting on the proposal.
The independent directors of the company expressed independent opinions on matters related to the first grant.
6. On December 19, 2019, the company held the fifth meeting of the seventh board of supervisors, deliberated and adopted the proposal on matters related to the first grant of stock option incentive plan in 2019. The board of supervisors of the company has verified whether the incentive object granted for the first time meets the granting conditions, and believes that the subject qualification of the incentive object granted for the first time is legal and effective, and the conditions for the first time have been met.
7. On February 10, 2020, according to the authorization of the general meeting of shareholders, the company held the 8th meeting of the 7th board of directors, deliberated and approved the proposal on adjusting the list of incentive objects and the number of stock options in the stock option incentive plan. Due to the resignation of one incentive object, the company cancelled the qualification of incentive objects, and the number of incentive objects was adjusted from 211 to 210, The number of stock options granted for the first time was adjusted from 25.68 million to 25.6 million. Related directors abstained from voting on the proposal. The independent directors of the company expressed independent opinions on matters related to the adjustment of the list of incentive objects and the number of stock options.
8. On February 10, 2020, the company held the sixth meeting of the seventh board of supervisors, deliberated and adopted the proposal on adjusting the list of incentive objects and the number of stock options in the stock option incentive plan. The board of supervisors of the company verified the adjustment of the list of incentive objects and the number of stock options and issued audit opinions.
9. On December 15, 2020, according to the authorization of the general meeting of shareholders, the company held the 15th meeting of the seventh board of directors, deliberated and approved the proposal on granting reserved stock options to incentive objects, and the board of directors agreed to grant 2.73 million reserved stock options to 28 incentive objects on December 15, 2020. The independent directors of the company expressed independent opinions on matters related to the grant of reserved stock options.
10. On December 15, 2020, the company held the 12th meeting of the 7th board of supervisors, deliberated and adopted the proposal on granting reserved stock options to incentive objects. The board of supervisors of the company has verified whether the incentive objects granted reserved stock options meet the grant conditions, and believes that the subject qualification of the object granted reserved stock options is legal and effective, and the grant conditions of reserved stock options have been achieved.
11. On January 5, 2022, the company held the 28th meeting of the seventh board of directors in accordance with the authorization of the general meeting of shareholders of the company, The proposal on adjusting the list of incentive objects and the number of options granted and canceling some options in the 2019 A-share stock option incentive plan and the proposal on the achievement of exercise conditions in the first exercise period of the company’s 2019 A-share stock option incentive plan were reviewed and approved. 20 incentive objects have terminated labor relations with the company If the position is adjusted or the employee is not employed in the company’s system due to normal transfer (more than half a year from the date of transfer to the exercisable date of the first phase), the incentive conditions are no longer met. 2.33 million stock options granted but not exercised by these incentive objects are cancelled by the company, and another two incentive objects are “to be improved” due to the personal performance appraisal results in 2020, 118800 stock options granted to such incentive objects but not yet exercised shall be cancelled by the company; The number of incentive objects was adjusted from 210 to 190, the number of stock options granted for the first time was adjusted from 25.6 million to 23.25812 million, and the total number of stock options to be cancelled by the company was 2.34188 million; The exercise conditions of stock options granted by the incentive plan in the first exercise period have been met, and the number of stock options that can be exercised by 190 incentive objects who agree to meet the assessment requirements in the first exercise period is 7667220. Related directors abstained from voting on these proposals. The independent directors of the company expressed independent opinions on matters related to the adjustment of the list of incentive objects, the number of stock options granted, the cancellation of some stock options and the achievement of exercise conditions in the first exercise period.
12. On January 5, 2022, the company held the 19th meeting of the 7th board of supervisors, which deliberated and approved the proposal on adjusting the list of incentive objects and the number of options granted in the 2019 A-share stock option incentive plan and canceling some options, and the proposal on the achievement of exercise conditions in the first exercise period of the company’s 2019 A-share stock option incentive plan. The board of supervisors of the company verified and issued audit opinions on the adjustment of the list of incentive objects, the number of stock options granted, the cancellation of some stock options and the achievement of exercise conditions in the first exercise period.
In conclusion, our lawyers believe that as of the date of issuance of this legal opinion, the adjustment and cancellation and the exercise of this right have obtained the necessary approval and authorization at this stage, which is in line with the relevant provisions of the management measures, the trial measures, the articles of association and the draft incentive plan. 2、 Matters related to this adjustment and cancellation
(I) reasons for this adjustment and cancellation
“Chapter XIV handling of changes between the company and the incentive object” in the draft incentive plan stipulates that if the incentive object terminates the labor relationship with the company, the stock options granted to the incentive object but not exercised shall be cancelled by the company; When the incentive object cancels or terminates the labor relationship with the company due to objective reasons such as normal transfer, if the granted stock option meets the exercisable time limit and performance evaluation conditions in the current year, the exercisable part can be exercised within half a year from the date of resignation, and the right will expire at the end of half a year and will be cancelled by the company; If the time limit or performance evaluation conditions have not been met, it will no longer be exercised and will be cancelled by the company.
“Chapter IX conditions for granting and exercising stock options of the plan” in the draft incentive plan stipulates that the actual exercise amount of an individual in the current year = the amount of exercisable rights of an individual in the current year × The individual performance coefficient of the current year, in which the individual performance evaluation result of “to be improved” is 0.8; If the current exercise conditions are not fulfilled due to individual level performance evaluation, the corresponding stock options shall not be exercised or deferred to the next exercise, and shall be cancelled by the company.
According to the proposal on adjusting the list of incentive objects of 2019 A-share stock option incentive plan and the number of options granted and canceling some options deliberated and adopted at the 28th meeting of the seventh board of directors of the company, 20 incentive objects do not work in the company system because they have terminated labor relations with the company, adjusted their positions or transferred normally, In addition, it has been more than half a year since the date of transfer to the exercisable date of the first phase, and the personal performance appraisal results of two incentive objects in 2020 are “to be improved”. For the above reasons, the company, in accordance with the relevant provisions of the draft incentive plan, The 2.33 million stock options granted but not exercised to 20 incentive objects who have terminated their labor relations with the company or who do not work in the company system due to post adjustment or normal transfer, and the 118800 stock options granted but not exercised to 2 incentive objects who have been “to be improved” due to their personal performance appraisal results in 2020 will be cancelled.
(II) quantity adjusted and cancelled this time
According to the proposal on adjusting the list of incentive objects of 2019 A-share stock option incentive plan and the number of options granted and canceling some options deliberated and adopted at the 28th meeting of the seventh board of directors of the company, the number of incentive objects of the incentive plan is adjusted from 210 to 190; The number of stock options granted for the first time was adjusted from 25.6 million to 23.25812 million, and the total number of stock options cancelled by the company was 2.34188 million.
To sum up, our lawyers believe that the adjustment and cancellation are in line with the management measures, trial measures, articles of association and incentive plan
