Report of Beijing Hairun Tianrui law firm on Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317) restricted stock incentive plan in 2022
Legal opinion
Beijing, China
February, 2002
Beijing Hairun Tianrui law firm
About Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317)
Of the restricted stock incentive plan in 2022
Legal opinion
To: Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317)
Beijing Hairun Tianrui law firm (hereinafter referred to as “the firm”) accepts the entrustment of Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317) (hereinafter referred to as ” Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317) ” or “the company”) to act as the legal adviser of the company’s “2022 restricted stock incentive plan” (hereinafter referred to as “the incentive plan” and “the incentive plan”). 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”), the measures for the administration of equity incentives of listed companies (hereinafter referred to as the “measures for the administration of incentives”) and other relevant laws and regulations that are currently effective and applicable, This legal opinion is issued for the company’s incentive plan.
In order to issue this legal opinion, our lawyers have reviewed the Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317) 2022 restricted stock incentive plan (Draft) (hereinafter referred to as the “incentive plan (Draft)”), the Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317) 2022 restricted stock incentive plan implementation assessment management measures (hereinafter referred to as the “assessment management measures”), the relevant documents of the company’s remuneration and assessment committee Relevant meeting documents of the board of directors, meeting documents of the board of supervisors, independent opinions of independent directors and other documents deemed necessary to be reviewed by our lawyers, and checked and verified the relevant facts and materials by querying the public information of government departments.
For this legal opinion, the office and the handling lawyer hereby make the following statement:
1. Our lawyers promise to express legal opinions based on the facts that have occurred or existed before the issuance date of this legal opinion, the current laws and regulations of China and the relevant provisions of the CSRC and relevant competent authorities and departments, as well as their understanding of the facts and the law.
2. We have obtained the written confirmation and commitment from Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317) , and Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317) has provided us with the original written materials, copies, copies or oral testimony required for the issuance of this legal opinion. All documents or oral testimony are true, complete and effective without any falsehood, concealment, omission or misleading, The copies or copies provided to the exchange are consistent with the original or the original, and the seals and signatures on all documents are true. For the facts that are crucial and cannot be supported by independent evidence, the exchange relies on the supporting documents issued by relevant government departments, Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317) or other relevant units to make reasonable judgments.
3. This legal opinion only expresses legal opinions on legal matters related to Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317) this incentive plan, and does not express opinions on the rationality of the underlying stock value, assessment standards, accounting, finance and other non legal professional matters involved in this incentive plan; When this legal opinion quotes relevant financial data or conclusions, we have fulfilled the obligation of ordinary care, but such quotation is not deemed as any express or implied guarantee for the authenticity and accuracy of these data and conclusions.
4. The exchange agrees to take this legal opinion as one of the necessary documents of Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317) this incentive plan, record or announce it together with other application materials, and bear corresponding legal liabilities for the legal opinion issued in accordance with the law.
5. This legal opinion is only for Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317) the purpose of this incentive plan, and shall not be used for any other purpose without the written consent of the exchange.
interpretation
Unless the context otherwise requires, the following words shall have the following meanings in this document:
Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317) / company means Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317)
This incentive plan / this incentive refers to the Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317) 2022 restricted stock incentive plan
Incentive plan (Draft) refers to the Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317) 2022 restricted stock incentive plan (Draft)
Assessment management measures refer to the assessment management measures for the implementation of Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317) 2022 restricted stock incentive plan
According to the conditions and prices specified in the plan, the company grants a certain number of restricted shares to incentive objects, which refer to the company’s shares. These shares are set with a certain period of restricted sale period. The restricted sale and circulation can be lifted only after meeting the conditions for lifting the restricted sale specified in the plan
Incentive objects refer to the middle-level managers, core technology and business backbone of the company who obtain restricted shares in accordance with the provisions of this incentive plan
The grant date refers to the date on which the company grants restricted shares to the incentive object, and the grant date must be the trading day
Restricted sale period refers to the period during which the restricted shares granted to the incentive object cannot be transferred, used for guarantee or debt repayment
The period of lifting the restriction on sales refers to the period during which the restricted shares held by the incentive object can be lifted and listed for circulation after the conditions for lifting the restriction on sales specified in the incentive plan are met
The conditions for lifting the restriction on sale refer to the conditions that must be met for the restricted shares obtained by the incentive object to be lifted according to the incentive plan
The Company Law refers to the company law of the people’s Republic of China (revised in 2018)
Securities Law refers to the securities law of the people’s Republic of China (revised in 2019)
Incentive Management Measures refers to the measures for the management of equity incentive of listed companies (revised in 2018)
The articles of association refers to the Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317) articles of association
CSRC / CSRC refers to the China Securities Regulatory Commission
Stock exchange refers to Shenzhen Stock Exchange
Beijing Hairun Tianrui law firm
The lawyer of the exchange refers to the handling lawyer appointed by the exchange for this incentive plan
Yuan means RMB yuan
Text
1、 Subject and qualification of implementing this incentive plan
(I) implementation subject of this incentive plan
The implementation subject of this incentive plan is Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317) .
Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317) is a listed company listed and traded on Shenzhen Stock Exchange on December 11, 2009 with the approval of the reply on Approving the initial public offering of Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317) issued by CSRC zjxk [2009] No. 1195 and the notice on the listing of Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317) RMB common shares issued by Shenzhen Stock Exchange SZS [2009] No. 175, The securities are abbreviated as ” Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317) ” and the stock code is “002317”. As of the date of this legal opinion, the basic information of Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317) is as follows:
Company name Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317)
Stock code 002317
Unified social credit code 91441900281801356u
The registered capital is 814461076 yuan
Legal representative: Chen Yonghong
Production and sale: tablets, hard capsules, granules, pills (water pills, concentrated pills), mixture, oral liquid, syrup, suppository, ointment, cream (including hormones), business scope solution (oral), nose drops, eye drops, spray, freeze-dried powder injection, Traditional Chinese medicine pretreatment and extraction workshop (oral preparation and external preparation) (the above items shall be operated with a valid license); Drug research and development. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Date of establishment: December 31, 2001
Business term: from December 31, 2001 to no fixed term
Enterprise type: joint stock limited company (listed, invested or controlled by natural person)
Registered address: Information Industry Park, Xihu Industrial Zone, Shilong Town, Dongguan City, Guangdong Province
Registered status: enterprises in operation (operation)
According to the current effective articles of association of Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317) and the information publicized by Shenzhen Stock Exchange and the national enterprise credit inquiry system, and confirmed by Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317) , as of the date of issuance of this legal opinion, Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317) has been terminated.
(II) the company does not have the situation that equity incentive shall not be implemented as stipulated in Article 7 of the incentive management measures
According to the “Zhong Hui Zi (2021) No. 04948” audit report and “Zhong Hui Zi (2021) No. 04954” internal control assurance report issued by Zhonghua Certified Public Accountants (special general partnership), as well as the statements and commitment documents issued by the company, and verified by our lawyers, the website of Shenzhen Stock Exchange, the national enterprise credit inquiry system As of the date of issuance of this legal opinion, Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317) there are no following circumstances that equity incentive shall not be implemented as stipulated in Article 7 of the incentive management measures, namely:
1. The financial and accounting report of the most recent fiscal year is an audit report with a negative opinion or unable to express an opinion issued by a certified public accountant;
2. The internal control of the financial report of the latest fiscal year is an audit report with a negative opinion or unable to express an opinion issued by a certified public accountant;
3. Failure to distribute profits in accordance with laws and regulations, articles of association and public commitments within the last 36 months after listing;
4. Equity incentive is not allowed according to laws and regulations;
5. Other circumstances recognized by the CSRC.
In conclusion, our lawyers believe that Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317) is a legal person subject of joint stock limited company (listed) system established and effectively existing according to law. There is no situation that equity incentive is not allowed as stipulated in Article 7 of the incentive management measures, and Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317) is qualified to implement the incentive plan.
2、 Main contents and legal compliance of this incentive plan
On February 11, 2022, the company held the 16th meeting of the seventh board of directors, The proposal on and its summary, the proposal on < Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317) 2022 restricted stock incentive plan implementation assessment management measures, the proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive and the proposals related to this incentive plan were reviewed and approved, This incentive plan is a restricted stock incentive plan.
(I) legality and compliance of main contents of incentive plan (Draft)
The incentive plan (Draft) is divided into 15 chapters: interpretation; General provisions; The management organization of the incentive plan; Determination basis and scope of incentive objects; The type, source, quantity and distribution of restricted shares; The validity period, grant date, restriction period, lifting of restriction arrangement and lock up period of the incentive plan; The grant price of restricted shares and the determination method of the grant price; The conditions for the grant and release of restricted shares; Adjustment methods and procedures of restricted stock incentive plan; Accounting treatment of restricted stocks; Implementation procedures of restricted stock incentive plan; Respective rights and obligations of the company / incentive object; Handling of changes in the company / incentive object; The principle of repurchase and cancellation of restricted shares; supplementary articles.
Based on the above, our lawyers believe that the main contents of the incentive plan (Draft) comply with the provisions of Article 9 of the incentive management measures.
(II) legality and compliance of incentive object determination
After verification by our lawyers, the incentive plan (Draft) has made clear provisions on the basis and scope of determining incentive objects in Chapter IV.
1. Determination basis of incentive object
(1) Legal basis for determining incentive objects
The incentive objects of the incentive plan are determined in accordance with the company law, securities law, administrative measures and other relevant laws, regulations, normative documents and the relevant provisions of the articles of association, and in combination with the actual situation of the company. (2) Job basis for determining incentive objects
The incentive objects of this incentive plan are the company’s middle-level managers, core technology and business backbone (excluding independent directors, supervisors, shareholders or actual controllers who individually or jointly hold more than 5% of the company’s shares and their spouses, parents and children).
2. Scope of incentive objects
(1) The incentive plan grants incentives to a total of 79 people, including middle-level managers, core technology and business backbone.
(2) The incentive objects involved in this incentive plan do not include independent directors, supervisors and those who individually or jointly hold more than 5% of the company’s shares
