Beijing Zhonglun law firm
Legal opinion on Fujian Aonong Biological Technology Group Incorporation Limited(603363) 2017 restricted stock incentive plan repurchase and cancellation of some restricted shares
February, 2002
Beijing Zhonglun law firm
About Fujian Aonong Biological Technology Group Incorporation Limited(603363)
In 2017, the restricted stock incentive plan repurchased and cancelled some restricted shares
Legal opinion
To: Fujian Aonong Biological Technology Group Incorporation Limited(603363)
Fujian Aonong Biological Technology Group Incorporation Limited(603363) (hereinafter referred to as “the company” and ” Fujian Aonong Biological Technology Group Incorporation Limited(603363) “, depending on the context), implemented the 2017 restricted stock incentive plan (hereinafter referred to as “the incentive plan”, “the plan” or “the incentive plan”), and signed the special legal counsel contract with Beijing Zhonglun law firm (hereinafter referred to as “the firm”), 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”) issued by the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”) and other relevant laws, regulations, rules and normative documents, as well as the special legal adviser contract signed between the company and the exchange, in accordance with the business standards recognized by the lawyer industry The company has issued the legal opinions on the cancellation of the incentive restrictions on share repurchase plan in 2017 (hereinafter referred to as the “legal opinions on the partial cancellation of the incentive restrictions on share repurchase plan in 2017”).
In order to issue this legal opinion, our lawyers, in accordance with the provisions of relevant laws, administrative regulations, normative documents and the requirements of our business rules, Based on the principle of prudence and importance, the Fujian Aonong Biological Technology Group Incorporation Limited(603363) 2017 restricted stock incentive plan (hereinafter referred to as “2017 restricted stock incentive plan”) and other documents and facts related to the incentive plan have been verified and verified. With respect to the documents, materials and statements provided by the company, we and our lawyers have obtained the following guarantees from the company:
– all signatures and seals on the documents are authentic;
– the originals of all documents provided to the firm and its lawyers are true;
– copies of all documents provided to the firm and its lawyers are consistent with their originals;
– the facts stated in these documents are true, accurate and complete without omission and / or misleading. In order to issue this legal opinion, our lawyer hereby makes the following statement:
1. This legal opinion is issued in accordance with the applicable Chinese laws, regulations and normative documents based on the facts that have occurred or existed before the date of issuance of this legal opinion;
2. Our firm and our lawyers’ understanding of the relevant facts involved in this legal opinion ultimately depends on the documents, materials and statements provided by the company to our firm and our lawyers, and the company has guaranteed its authenticity, completeness and accuracy to our firm and our lawyers;
3. This legal opinion only expresses opinions on the legal issues related to this incentive plan, and does not express opinions on the rationality of the assessment standards and other aspects involved in this incentive plan, as well as accounting, finance and other non legal professional matters. When accounting and audit matters are involved in this legal opinion, they are quoted in strict accordance with the professional documents and Fujian Aonong Biological Technology Group Incorporation Limited(603363) instructions issued by relevant intermediaries;
4. We and our lawyers are convinced that there are no false records, misleading statements and major omissions in this legal opinion;
5. We and our lawyers agree to take the legal opinion as the necessary legal document for the company to implement the incentive plan, report it together with other materials, and are willing to bear corresponding legal liabilities for this legal opinion; 6. The firm and its lawyers agree that the company shall quote the relevant contents of this legal opinion in the relevant documents prepared for the implementation of this incentive plan, but when the company makes the above quotation, it shall not cause legal ambiguity or misinterpretation due to the quotation. The company has the right to review and confirm the corresponding contents of the above relevant documents again;
7. This legal opinion is only used by the company for the purpose of this incentive plan, and shall not be used for any other purpose without the written consent of the exchange and its lawyers;
8. The fact or part of the legal opinion of the company is misleading and is not confirmed to be true.
Based on the above statement, our lawyers, in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, express the following legal opinions on the legal matters related to the incentive plan:
1、 Relevant approval procedures for incentive plan
1. On December 17, 2017, The 23rd Meeting of the first board of directors of the company deliberated and approved the proposal on and its summary, the proposal on < Fujian Aonong Biological Technology Group Incorporation Limited(603363) 2017 restricted stock incentive plan implementation and assessment management measures, and The proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the 2017 restricted stock incentive plan (hereinafter referred to as the "proposal on Authorizing the board of directors"), and the independent directors of the company expressed independent opinions on matters related to the restricted stock incentive plan.
2. On December 17, 2017, The 11th meeting of the first board of supervisors of the company deliberated and approved the proposal on and its summary, the proposal on < Fujian Aonong Biological Technology Group Incorporation Limited(603363) 2017 restricted stock incentive plan implementation and assessment management measures, and the proposal on reviewing the list of incentive objects first granted by < Fujian Aonong Biological Technology Group Incorporation Limited(603363) 2017 restricted stock incentive plan.
3. The company publicized the names and positions of the incentive objects of the restricted stock incentive plan within the company from December 18, 2017 to December 28, 2017. During the publicity period, the board of supervisors of the company did not receive any objection about the proposed incentive object.
4. On January 4, 2018, the 12th meeting of the first board of supervisors of the company considered and approved the proposal on the verification and publicity of the list of incentive objects first granted by the company’s 2017 restricted stock incentive plan, which verified the list of incentive objects of the incentive plan, On January 5, 2018, it issued the verification opinions and publicity statement of the Fujian Aonong Biological Technology Group Incorporation Limited(603363) board of supervisors on the list of incentive objects granted for the first time in the company’s 2017 restricted stock incentive plan, and believed that the persons listed in the list of incentive objects granted for the first time in the company’s restricted stock incentive plan met the requirements of the company law, the articles of association and other laws The qualifications specified in laws and regulations and normative documents meet the conditions of incentive objects specified in the administrative measures and the scope of incentive objects specified in the company’s 2017 restricted stock incentive plan (Draft) and its summary,
5. On January 12, 2018, the company held the first extraordinary general meeting of shareholders in 2018, deliberated and approved the proposal on and its summary, the proposal on , and the proposal on Authorizing the board of directors. The incentive plan was approved.
6. According to the authorization of the general meeting of shareholders to the board of directors on handling matters related to the incentive plan, on February 7, 2018, the company held the 26th meeting of the first board of directors, deliberated and adopted the proposal on adjusting the list and number of incentive objects granted for the first time in the 2017 restricted stock incentive plan and the proposal on granting restricted shares to incentive objects for the first time, It is determined that February 7, 2018 will be the first grant date and 6.18 million restricted shares will be granted to 243 incentive objects at the price of 6.5 yuan / share. The independent directors of the company expressed their opinions and believed that the granting date of the incentive plan determined by the board of directors met the relevant provisions, and the subject qualification of the incentive object was legal and effective.
7. On February 7, 2018, the company held the 13th meeting of the first board of supervisors, deliberated and approved the proposal on adjusting the list and number of incentive objects granted for the first time in the 2017 restricted stock incentive plan and the proposal on granting restricted shares to incentive objects for the first time, and agreed to take February 7, 2018 as the first grant date, 6.18 million restricted shares were granted to 243 incentive objects at the price of 6.5 yuan / share.
8. According to the announcement of Fujian Aonong Biological Technology Group Incorporation Limited(603363) on the results of the first grant of the restricted stock incentive plan in 2017, in the process of determining the actual subscription after the grant date, four incentive objects voluntarily abandoned the subscription of all 90000 restricted shares granted to them for personal reasons. Therefore, the company’s restricted stock incentive plan in 2017 actually granted 239 people for the first time, and the actual number of restricted shares granted was 6.09 million shares.
9. According to the authorization of the general meeting of shareholders to the board of directors on handling matters related to the incentive plan, on March 30, 2018, the company held the 28th meeting of the first board of directors, deliberated and adopted the proposal on repurchase and cancellation of some granted but not yet lifted restricted shares, In view of the fact that Mr. Luo Guanghui, the incentive object of the company’s 2017 restricted stock incentive plan, has not met the incentive conditions due to his resignation, the board of directors agreed to repurchase and cancel 25000 restricted shares granted to Mr. Luo Guanghui but not lifted according to the relevant provisions of the 2017 restricted stock incentive plan. The independent directors of the company expressed independent opinions on this.
On May 25, 2018, the above 25000 restricted shares that have not yet been lifted have been transferred to the special securities account for repurchase opened by the company and cancelled on May 29, 2018.
10. On March 30, 2018, the company held the 14th meeting of the first board of supervisors, which deliberated and approved the proposal on repurchase and cancellation of some restricted shares granted but not lifted. The board of supervisors believed that Mr. Luo Guanghui, the incentive object, was no longer qualified as an incentive object because he left office for personal reasons, The repurchase and cancellation of restricted shares granted but not yet lifted by the company complies with the relevant provisions of the administrative measures and the company’s 2017 restricted stock incentive plan. This repurchase and cancellation will not affect the continued implementation of the company’s 2017 restricted stock incentive plan.
11. According to the authorization of the general meeting of shareholders to the board of directors on handling matters related to the incentive plan, on August 30, 2018, the company held the 33rd meeting of the first board of directors, deliberated and adopted the proposal on adjusting the repurchase price of restricted shares and the proposal on repurchasing and cancelling some restricted shares that have been granted but have not been lifted, (1) As the 2017 annual equity distribution of the company was completed on July 26, 2018, the company distributed a cash dividend of RMB 0.035 per share (including tax) to all shareholders. According to the relevant provisions of the 2017 restricted stock incentive plan and the proposal to authorize the board of directors, The company plans to adjust the repurchase price of restricted shares granted by the restricted stock incentive plan in 2017 but not lifted; (2) In view of the fact that the incentive objects of the company’s 2017 restricted stock incentive plan, Ren Fei, Zhang Genchang and Wu Xiangning, have failed to meet the incentive conditions due to their resignation, the board of directors agreed to repurchase and cancel 85000 restricted shares granted by Ren Fei, Zhang Genchang and Wu Xiangning but not lifted the restriction according to the relevant provisions of the 2017 restricted stock incentive plan. The independent directors of the company expressed independent opinions on the above matters. On October 19, 2018, the above 85000 restricted shares that have not yet been lifted have been transferred to the special securities account for repurchase opened by the company and cancelled on October 23, 2018.
12. On August 30, 2018, the company held the 17th meeting of the first board of supervisors, deliberated and adopted the proposal on adjusting the repurchase price of restricted shares and the proposal on repurchase and cancellation of some restricted shares granted but not lifted. After review, the board of supervisors believes that (1) the adjustment of the repurchase price of restricted shares of the company complies with the relevant provisions of the administrative measures and the company’s 2017 restricted stock incentive plan, and the repurchase price adjustment will not have a significant impact on the company’s financial status and operating results; (2) Since the incentive objects Ren Fei, Zhang Genchang and Wu Xiangning have resigned for personal reasons and are no longer qualified as incentive objects, the company repurchases and cancels the restricted shares that have been granted but have not been lifted, which is in line with the relevant provisions of the administrative measures and the company’s 2017 restricted stock incentive plan, The cancellation of this repurchase will not affect the continued implementation of the company’s restricted stock incentive plan in 2017. It is agreed that the repurchase price adjustment and the cancellation of some restricted stocks that have been granted but not lifted.
13. According to the authorization of the general meeting of shareholders to the board of directors on handling matters related to the incentive plan, on January 10, 2019, the company held the fourth meeting of the second board of directors, deliberated and adopted the proposal on canceling the grant of reserved restricted shares in the 2017 restricted stock incentive plan, and decided to cancel the grant of 300000 reserved restricted shares. The independent directors of the company expressed independent opinions on this.
14. On January 10, 2019, the company held the fifth meeting of the second board of supervisors, which deliberated and approved the proposal on canceling the grant of reserved restricted shares in the 2017 restricted stock incentive plan. The board of supervisors considered that the cancellation of the grant of reserved restricted shares was in line with the provisions of the incentive plan and the management measures, Employees who meet the conditions for granting restricted shares will be included in the company’s 2018 restricted stock incentive plan for overall consideration, which is in line with the current actual situation of the company
