Guohao law firm (Shanghai)
About
Sunshine Guojian Pharmaceutical(Shanghai) Co.Ltd(688336) some reserved grants of restricted stock incentive plan of Pharmaceutical (Shanghai) Co., Ltd. in 2021
of
Legal opinion
Floor 23-25, Jiadi center, No. 968, West Beijing Road, Shanghai 200041
23-25th Floor, Garden Square, No. 968 West Beijing Road, Shanghai 200041, China
Tel: + 86 21 5234 1668 Fax: + 86 21 5243 1670
Website: http://www.grandall.com.cn.
February, 2002
Guohao law firm (Shanghai)
About Sunshine Guojian Pharmaceutical(Shanghai) Co.Ltd(688336) Pharmaceutical (Shanghai) Co., Ltd
Part of the grant items reserved for the restricted stock incentive plan in 2021
Legal opinion
To: Sunshine Guojian Pharmaceutical(Shanghai) Co.Ltd(688336) Pharmaceutical (Shanghai) Co., Ltd
Guohao law firm (Shanghai) accepts the entrustment of Sunshine Guojian Pharmaceutical(Shanghai) Co.Ltd(688336) Pharmaceutical (Shanghai) Co., Ltd. as its special legal adviser for the implementation of restricted stock incentive plan.
In accordance with the relevant provisions of the company law, securities law, administrative measures, listing rules, disclosure guidelines and other laws, regulations and normative documents, In accordance with the requirements of the measures for the administration of securities legal business of law firms (hereinafter referred to as the “practice measures”) and the rules for the practice of securities legal business of law firms (for Trial Implementation) (hereinafter referred to as the “practice rules”), in accordance with the recognized business standards, ethics and the spirit of diligence and responsibility of the lawyer industry, based on the facts and the law, Carry out verification and issue this legal opinion.
interpretation
Unless otherwise specified, the relevant words in this legal opinion have the following specific meanings: the company, the company, the listed company and the third party
Refers to Shanghai Pharmaceutical Co., Ltd. {6836}
Sheng Guojian
Sunshine Guojian Pharmaceutical(Shanghai) Co.Ltd(688336) the 2021 restricted stock incentive plan of Pharmaceutical (Shanghai) Co., Ltd. refers to
Incentive plan
Restricted stock incentive plan for 2021 restricted stock index of Sunshine Guojian Pharmaceutical(Shanghai) Co.Ltd(688336) Pharmaceutical (Shanghai) Co., Ltd. in 2021
Incentive plan (Draft)
The 2021 restricted stock assessment management measures of Sunshine Guojian Pharmaceutical(Shanghai) Co.Ltd(688336) Pharmaceutical (Shanghai) Co., Ltd
Management measures for the implementation and assessment of incentive plan
Restricted stocks and incentive objects of the second type of restricted that meet the grant conditions of the incentive plan
Shares of the company acquired and registered in installments after the issuance of shares
In accordance with the provisions of this incentive plan, the directors of the company who have obtained part of the reserved restricted shares are the directors, senior managers, core technicians and other personnel that the board of directors deems necessary to be encouraged
Grant date refers to the date on which the company grants some reserved restricted shares to incentive objects
The grant price refers to the price of each reserved restricted stock granted by the company to the incentive object
This office refers to Guohao law firm (Shanghai)
The legal opinion of Guohao law firm (Shanghai) on the share capital of Sunshine Guojian Pharmaceutical(Shanghai) Co.Ltd(688336) Pharmaceutical (Shanghai) refers to the legal opinion on the reserved part of the limited company’s 2021 restricted stock incentive plan
Company Law refers to the company law of the people’s Republic of China
Securities Law refers to the securities law of the people’s Republic of China
The Administrative Measures refer to the administrative measures for equity incentive of listed companies
Listing Rules refers to the Listing Rules of Shanghai Stock Exchange’s Sci tech innovation board
The working memorandum on information disclosure of listed companies on the science and Innovation Board No. 4 – Guidelines for equity incentive disclosure refers to
Guidance on Information Disclosure
The articles of association refers to the articles of association of Sunshine Guojian Pharmaceutical(Shanghai) Co.Ltd(688336) Pharmaceutical (Shanghai) Co., Ltd
CSRC refers to the China Securities Regulatory Commission
Shanghai stock exchange refers to Shanghai Stock Exchange
Section 1 matters declared by lawyers
For the issuance of this legal opinion, our lawyer hereby makes the following statement:
1、 In accordance with the provisions of the securities law, the practice measures and the practice rules and the facts that have occurred or exist before the date of issuance of this legal opinion, the office and its handling lawyers have strictly performed their statutory duties, followed the principles of diligence and good faith, conducted sufficient verification and verification, and ensured that the facts identified in this legal opinion are true, accurate and complete, The concluding opinions issued are legal and accurate, without false records, misleading statements or major omissions, and shall bear corresponding legal liabilities.
2、 The exchange agrees to take this legal opinion as one of the necessary legal documents for the company to implement this incentive plan, submit it to the Shanghai stock exchange together with other materials for public disclosure, and bear corresponding legal liabilities according to law. 3、 Sunshine Guojian Pharmaceutical(Shanghai) Co.Ltd(688336) guarantees that it has provided the lawyers of the firm with true, complete and effective original written materials, copies or oral testimony necessary for the issuance of this legal opinion, without concealment, falsehood or major omissions. If the documents are copies or copies, they are consistent and consistent with the original, Our lawyer issues this legal opinion based on the above guarantee of the company.
4、 For the fact that this legal opinion is very important and cannot be supported by independent evidence, our lawyers rely on the supporting documents issued by relevant government departments, companies or other relevant units to issue this legal opinion.
5、 The exchange only gives legal opinions on the legal issues related to the incentive plan, and does not give opinions on the rationality of the underlying stock value, assessment standards and other issues involved in the incentive plan, as well as accounting, auditing, finance and other non legal professional matters. When quoting relevant financial data or conclusions in this legal opinion, the exchange has fulfilled the obligation of ordinary care, but such quoting is not regarded as any express or implied guarantee for the authenticity and accuracy of these data and conclusions.
6、 Our lawyer has not authorized any unit or individual to make any explanation or explanation on this legal opinion. 7、 This legal opinion is only for Sunshine Guojian Pharmaceutical(Shanghai) Co.Ltd(688336) the purpose of implementing this incentive plan, and shall not be used for any other purpose without the written consent of the exchange.
8、 In this legal opinion, the difference in the mantissa between the sum of some total numbers and each detailed number is caused by rounding.
Section II main body
1、 Implementation of this incentive plan
1. On February 8, 2021, Sunshine Guojian Pharmaceutical(Shanghai) Co.Ltd(688336) the 20th meeting of the third board of directors deliberated and adopted the proposal on the company’s restricted stock incentive plan in 2021 (Draft) and its summary Proposal on the management measures for the implementation and assessment of the company’s restricted stock incentive plan in 2021 and proposal on submitting the general meeting of shareholders of the company to authorize the board of directors to handle matters related to the company’s restricted stock incentive plan in 2021, etc. Three independent directors of the company also expressed independent opinions on the incentive plan and unanimously agreed that the company would implement the incentive plan.
2. On February 8, 2021, Sunshine Guojian Pharmaceutical(Shanghai) Co.Ltd(688336) the 10th meeting of the third session of the board of supervisors deliberated and adopted the proposal on the company’s restricted stock incentive plan in 2021 (Draft) and its summary, and the proposal on the measures for the administration of the implementation and assessment of the company’s restricted stock incentive plan in 2021 Proposal on verifying the list of incentive objects of the company’s restricted stock incentive plan in 2021 and other proposals. At the same time, the board of supervisors of the company also issued relevant opinions after checking the incentive plan and agreed to implement the incentive plan.
3. On February 9, 2021, Sunshine Guojian Pharmaceutical(Shanghai) Co.Ltd(688336) announced the list of incentive objects of restricted stock incentive plan of Sunshine Guojian Pharmaceutical(Shanghai) Co.Ltd(688336) Pharmaceutical (Shanghai) Co., Ltd. in 2021, and publicized the names and positions of incentive objects within the company from February 9, 2021 to February 18, 2021. On February 22, 2021, the company announced the announcement and verification opinions of the board of supervisors on the list of incentive objects of the company’s restricted stock incentive plan in 2021 issued by the board of supervisors. The board of supervisors of the company believes that the personnel listed in the list of incentive objects of this incentive plan meet the conditions specified in relevant laws, regulations and normative documents and the incentive object conditions specified in the company’s restricted stock incentive plan (Draft) in 2021, and they are legal and effective as the incentive objects of this incentive plan.
4. On February 9, 2021, Sunshine Guojian Pharmaceutical(Shanghai) Co.Ltd(688336) was posted on the website of Shanghai Stock Exchange (www.sse. Com. CN.) Disclosed the announcement of Sunshine Guojian Pharmaceutical(Shanghai) Co.Ltd(688336) Pharmaceutical (Shanghai) Co., Ltd. on public solicitation of entrusted voting rights of independent directors (Announcement No.: 2021-007), which was entrusted by other independent directors of the company, As the collector, Ms. Zhang Wei, an independent director, solicited voting rights from all shareholders of the company on the proposals related to the company’s 2021 restricted stock incentive plan considered at the first extraordinary general meeting of shareholders in 2021.
5. On February 24, 2021, Sunshine Guojian Pharmaceutical(Shanghai) Co.Ltd(688336) held the first extraordinary general meeting of shareholders in 2021, deliberated and adopted the proposal on the company’s restricted stock incentive plan in 2021 (Draft) and its summary Proposal on the management measures for the implementation and assessment of the company’s restricted stock incentive plan in 2021 and proposal on submitting the general meeting of shareholders of the company to authorize the board of directors to handle matters related to the company’s restricted stock incentive plan in 2021, etc.
6. On February 25, 2021, Sunshine Guojian Pharmaceutical(Shanghai) Co.Ltd(688336) announced the self inspection report on the trading of company shares by insiders and incentive objects of the restricted stock incentive plan in 2021 (Announcement No.: 2021-010). According to the announcement, within six months before the initial public disclosure of the incentive plan (i.e. from August 9, 2020 to February 8, 2021, hereinafter referred to as the “self inspection period”), two incentive objects (Deng LAN and Qin Xia) in the verification object have bought and sold the company’s shares, The above-mentioned personnel’s trading of the company’s shares is based on their own judgment of the trading situation of the secondary market. Before trading the company’s shares, they do not know the relevant information of the incentive plan, and no personnel has disclosed the relevant information of the incentive plan to them or proposed to buy and sell the company’s shares based on this. There is no case of using insider information for stock trading. Except for the above personnel, there are no other verification objects who buy or sell the company’s shares during the self inspection period.
7. On April 8, 2021, Sunshine Guojian Pharmaceutical(Shanghai) Co.Ltd(688336) the 22nd Meeting of the third board of directors deliberated and approved the proposal on granting restricted shares to incentive objects for the first time and the proposal on adjusting matters related to the incentive plan of restricted shares in 2021. The board of directors of the company considered that the grant conditions specified in the incentive plan had been met, It is agreed to determine April 8, 2021 as the first grant date. In view of the fact that the seven incentive objects determined in the 2021 restricted stock incentive plan (Draft) of Sunshine Guojian Pharmaceutical(Shanghai) Co.Ltd(688336) Pharmaceutical (Shanghai) Co., Ltd. have resigned, after adjustment, the number of incentive objects granted for the first time in this incentive plan is adjusted from 146 to 139, and the total number of restricted stock grants is adjusted from 2.781 million shares to 2.6706 million shares, The number of restricted shares granted for the first time was adjusted from 2353900 shares to 2243500 shares, and the reserved 427100 shares remained unchanged. The adjusted incentive objects belong to the scope of incentive objects specified in the incentive plan approved by the company’s first extraordinary general meeting of shareholders in 2021. The first grant of 139 shares to the company on August 2024 is subject to the specified incentive plan, and the restricted shares have been granted to the company on August 2024
