Legal opinion of Beijing Hairun Tianrui law firm on Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317) 2022 employee stock ownership plan, Beijing, China
February, 2002
Beijing Hairun Tianrui law firm
About Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317)
Legal opinion on employee stock ownership plan in 2022
To: Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317)
Beijing Hairun law firm (hereinafter referred to as “the firm”) is entrusted by Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317) (hereinafter referred to as ” Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317) ” or “the company”) to act as the special legal adviser for the 2022 employee stock ownership plan to be implemented by Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317) . 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 guidance on the pilot implementation of employee stock ownership plan by listed companies (hereinafter referred to as the “guidance”) The provisions of relevant laws, regulations and normative documents such as the guidelines for self regulatory supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board (hereinafter referred to as “guidelines for self regulatory supervision No. 1”), 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), This legal opinion is issued in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry.
For the legal opinion issued by our lawyer, our lawyer declares as follows:
1. This legal opinion is issued based on the verification and verification of relevant materials and information by our lawyers and our lawyers’ understanding of China’s current effective and applicable laws, regulations and normative documents. Our office and the handling lawyers promise to strictly perform their legal duties in accordance with the principles of diligence, good faith, and ensure that the facts identified in this legal opinion are true, accurate It is complete, and the concluding opinions issued are legal and accurate, and there are no false records, misleading statements or major omissions.
2. The issuance of this legal opinion still depends on the provision of relevant documents or information by the company and relevant participating institutions. The company guarantees that it has provided all documents and information related to the verification matters of this legal opinion to our lawyers, and that such documents and information are true, complete and effective, and the materials and information provided to lawyers as of the date of issuance of this legal opinion There are no changes, modifications or other circumstances that may affect the issuance of this legal opinion.
3. This legal opinion only expresses opinions on the legal issues involved in the company’s employee stock ownership plan, and does not express opinions on professional matters such as financial audit; The exchange agrees that the company will announce this legal opinion as a necessary document for the implementation of the employee stock ownership plan, and is willing to bear corresponding responsibilities for the authenticity, accuracy and completeness of the legal opinion issued by our lawyers.
4. This legal opinion is only used by the company for the purpose of implementing the employee stock ownership plan, and shall not be used for any other purpose without the written consent of the exchange.
Text
1、 Subject and qualification of implementing the employee stock ownership plan
(I) implementation subject of this ESOP
1. Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317) is a joint stock limited company approved by the general office of Guangdong Provincial People’s Government in Yue ban Han [2001] No. 739 document and the trade supervision [2001] No. 1086 document of Guangdong Provincial Economic and Trade Commission. It is jointly initiated and established by the Industrial Corporation as the main sponsor and eight natural persons, including Zhang shaori, ye Huitang, long Chaofeng, Cao Jiayue, Xiao Yan, Li Yujian, Zhao Xiping and Huang Shibin. On December 31, 2001, the company was registered with Guangdong Administration for Industry and commerce with the registration number of 440000000014746 and the registered capital was 32 million yuan at the time of establishment.
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”.
Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317) currently holds the business license with the unified social credit code of 91441900281801356u issued by Dongguan market supervision administration. The company type is a joint stock limited company (listed, invested or controlled by natural persons), the registered capital is 814461076 yuan, the legal representative is Chen Yonghong, and the domicile is the information industry Park, Xihu Industrial Zone, Shilong Town, Dongguan City, Guangdong Province, The business scope is “production, sale: tablet, hard capsule, granule, pill (water pill, concentrated pill), mixture, oral liquid, syrup, suppository, ointment, cream (including hormone), solution (oral), nose drops, eye drops, spray, freeze-dried powder injection, Chinese medicine pretreatment and extraction workshop (oral preparation, external preparation). (the above projects shall be operated with valid licenses); Drug research and development. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments) “.
2. According to the business license and the current effective articles of association of the company, which are validly existing and verified Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317) legally held, the company does not need to be terminated in accordance with laws, regulations, normative documents and the articles of association.
After verification, our lawyers believe that Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317) is a joint stock limited company established and effectively existing according to law and has the subject qualification for the implementation of the employee stock ownership plan specified in the guiding opinions.
2、 Legality and compliance of this ESOP
According to the guiding opinions, self regulatory guidance No. 1 and other relevant provisions, our lawyers have reviewed the employee stock ownership plan (Draft) Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317) 2022 and other matters related to the employee stock ownership plan one by one as follows:
(I) according to the written confirmation of the company and the relevant announcements of the company consulted by the lawyers of the firm, the company has performed the procedures in strict accordance with the provisions of laws and administrative regulations when implementing the employee stock ownership plan, and has truly, accurately, completely and timely implemented the information disclosure, and there is no insider trading and The manipulation of the securities market and other securities frauds meet the relevant requirements of article (I) of part I of the guiding opinions on the principle of compliance according to law.
(II) according to the employee stock ownership plan (Draft) Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317) 2022, the verification opinions of the board of supervisors, the opinions of independent directors, etc., this employee stock ownership plan follows the principle of independent decision of the company and voluntary participation of employees. The company does not force employees to participate in this employee stock ownership plan by means of apportionment, forced distribution, etc, Compliance with the requirements of part I (II) of the guidelines on voluntary participation.
(III) according to the Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317) 2022 employee stock ownership plan (Draft), the employees participating in this employee stock ownership plan will be responsible for their own profits and losses, bear their own risks, and have equal rights and interests with other investors, meeting the relevant requirements of the principle of risk bearing in Article (III) of part I of the guiding opinions.
(IV) according to the Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317) 2022 employee stock ownership plan (Draft), the holders of this employee stock ownership plan include the company’s directors (excluding independent directors), supervisors, senior managers, middle managers and core technology and business backbones; The total number of employees participating in the employee stock ownership plan shall not exceed 25. The final participants of the employee stock ownership plan and the specific shares held by the holders shall be determined according to the actual situation. The participants of this ESOP comply with the relevant provisions of article (IV) of Part II of the guiding opinions.
According to the Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317) 2022 employee stock ownership plan (Draft), the participants of this employee stock ownership plan include Ms. Zhang Yuchong, the controlling shareholder and actual controller of the company. Ms. Zhang Yuchong serves as the vice chairman and senior vice president of the company, which has a significant impact on the company’s strategic formulation and business decision-making. As a member of the company’s core management team, she has the main leadership responsibility for the company’s human resource management and innovative business development; Ms. Zhang Yuchong’s participation in the employee stock ownership plan is based on her confidence in the company’s future development prospects and recognition of the company’s value, with the fundamental purpose of promoting the company’s long-term development and safeguarding shareholders’ rights and interests, and in line with the provisions of the company law, the Securities Law, the guiding opinions, the self regulatory guidance No. 1 and other laws and regulations and the articles of association, There is no situation that damages the interests of minority shareholders. Based on the above, the disclosure of the participants in the employee stock ownership plan, including the controlling shareholders, complies with the provisions of self regulatory guidelines No. 1.
(V) according to the Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317) 2022 employee stock ownership plan (Draft), the employee capital contribution sources of this employee stock ownership plan are the legal salary of employees, self raised funds and other ways allowed by laws and regulations. Comply with the relevant provisions of item 1, article (V) of Part II of the guiding opinions. (VI) according to the Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317) 2022 employee stock ownership plan (Draft), the share source of this employee stock ownership plan is Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317) a ordinary shares repurchased by the company’s special account. This employee stock ownership plan will obtain the company’s shares held in the company’s special securities account through non Trading transfer and other ways permitted by laws and regulations, Comply with the provisions of item 2, article (V) of Part II of the guiding opinions.
(VII) according to the Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317) 2022 employee stock ownership plan (Draft), the duration of this employee stock ownership plan is six years, calculated from the date when the draft employee stock ownership plan is reviewed and approved by the company’s general meeting of shareholders and the company announces the last transfer of shares to the name of this employee stock ownership plan; The subject shares obtained by the employee stock ownership plan are unlocked in three phases. The unlocking time points are 12 months, 24 months and 36 months respectively from the date when the company announces the last transfer of the subject shares to the name of the employee stock ownership plan, which is in line with the provisions of item 1 of article (VI) of Part II of the guiding opinions.
(VIII) according to the Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317) 2022 employee stock ownership plan (Draft), the company’s shares subscribed for in this employee stock ownership plan shall not exceed 5.7 million shares, accounting for 0.70% of the company’s current total share capital, and the total number of shares held in this employee stock ownership plan shall not exceed 10% of the company’s total share capital, The total number of shares corresponding to the ESOP shares held by a single employee shall not exceed 1% of the total share capital of the company, which is in line with the provisions of item 2 (VI) of Part II of the guiding opinions.
(IX) according to Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317) 2022 employee stock ownership plan (Draft), this employee stock ownership plan is managed by the company itself. The internal top management authority of this ESOP is the shareholders’ meeting; A management committee is set up at the shareholders’ meeting, and the management committee is authorized as the management organization of the employee stock ownership plan to supervise the daily management of the employee stock ownership plan and exercise shareholders’ rights other than voting rights on behalf of the holders; The board of directors of the company is responsible for drafting and revising the draft of the employee stock ownership plan, and handling other relevant matters of the employee stock ownership plan within the scope authorized by the general meeting of shareholders, which is in line with the provisions of point 1, article (VII) of Part II of the guiding opinions.
(x) according to the Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317) 2022 employee stock ownership plan (Draft), the employee stock ownership plan has made clear provisions on the following matters:
1. The participants of the ESOP and the determination criteria, capital and stock sources;
2. Duration, management mode, convening and voting procedures of the shareholders’ meeting of the ESOP; 3. The names of directors, supervisors and senior managers of the company participating in the ESOP and their shareholding ratio, and the total shareholding ratio of other employees participating in the ESOP;
4. The participation mode of employee stock ownership plan in the financing of the company;
5. The change and termination of the employee stock ownership plan, and the disposal methods of the share rights and interests held by employees when they are not suitable to participate in the stock ownership plan;
6. Selection procedures of representatives or institutions of ESOP holders;
7. Disposal methods of shares held by employees after the expiration of the employee stock ownership plan;
8. Other important matters.
The employee stock ownership plan is managed by the company itself, which is not applicable to the content in article (IX) of Part III of the guiding opinions that the employee stock ownership plan should at least include the main terms of the management agreement, the provision and payment method of management fee.
Based on the above, our lawyers believe that this ESOP complies with the relevant provisions of article (IX) of Part III of the guiding opinions.
In conclusion, our lawyers believe that the content of Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317) This ESOP complies with the provisions of relevant laws, regulations and normative documents such as the company law, the securities law, the guiding opinions, the self regulatory guidance No. 1 and so on.
3、 Procedures performed by the employee stock ownership plan
(I) according to the relevant resolutions and documents provided by the company and the announcement published in the information disclosure media, as of the date of issuance of this legal opinion, the company has performed the following procedures for the implementation of the employee stock ownership plan: 1. On February 11, 2022, the company held a general meeting of employee representatives, The proposal on and its summary was reviewed and approved, and the opinions of employees were fully solicited, which was in line with the provisions of article (VIII) of Part III of the guiding opinions.
2. On February 11, 2022, the 16th meeting of the seventh board of directors of the company considered and approved the proposal on and its summary, and the proposal on < Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317) 2022 employee stock ownership plan management measures Proposals such as the proposal on requesting the general meeting of shareholders to authorize the board of directors to fully handle matters related to the employee stock ownership plan in 2022 comply with the provisions of articles (IX) and (XI) of Part III of the guiding opinions.
3. On February 11, 2022, the independent directors of the company expressed independent opinions on the employee stock ownership plan, holding that:
(1) The content of the company’s employee stock ownership plan in 2022 complies with the company law, the securities law, the guiding opinions and other relevant laws, regulations and norms
