Beijing Zhonglun law firm
Legal opinion on Fujian Aonong Biological Technology Group Incorporation Limited(603363) 2018 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 2018, 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 2018 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 In the spirit of ethics and diligence, the company issued the legal opinion on the repurchase and cancellation of some restricted shares under the Fujian Aonong Biological Technology Group Incorporation Limited(603363) 2018 restricted stock incentive plan (hereinafter referred to as “the legal opinion”) on the repurchase and cancellation of some restricted shares under the company’s incentive plan.
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) 2018 restricted stock incentive plan (hereinafter referred to as “2018 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 3, 2018, The third meeting of the second 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) 2018 restricted stock incentive plan implementation assessment management measures ", and the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to 2018 restricted stock incentive plan (hereinafter referred to as the "proposal on Authorizing the board of directors"), the independent directors of the company expressed independent opinions on matters related to the restricted stock incentive plan.
2. On December 3, 2018, The third meeting of the second 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) 2018 restricted stock incentive plan implementation and assessment management measures, and the proposal on reviewing the list of incentive objects of the company's 2018 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 4, 2018 to December 14, 2018. During the publicity period, the board of supervisors of the company did not receive any objection about the proposed incentive objects, and 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 of the company’s 2018 restricted stock incentive plan on December 19, 2018, It is considered that the personnel listed in the list of incentive objects of the company’s restricted stock incentive plan have the job qualification specified in the company law, the articles of association and other laws, regulations and normative documents, meet the conditions of incentive objects specified in the management measures, and meet the scope of incentive objects specified in the company’s 2018 restricted stock incentive plan (Draft) and its summary, As the incentive object of the company’s incentive plan, its subject qualification is legal and effective.
4. On December 28, 2018, the company held the 8th extraordinary general meeting of shareholders in 2018, deliberated and approved the proposal on and its summary, the proposal on < Fujian Aonong Biological Technology Group Incorporation Limited(603363) 2018 restricted stock incentive plan implementation and assessment management measures, and the proposal on Authorizing the board of directors. This incentive plan was approved.
5. 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 adjusting the list and number of incentive objects of the 2018 restricted stock incentive plan and the proposal on granting restricted shares to incentive objects, (1) adjust the incentive objects of this incentive plan from 375 to 355, and adjust the number of restricted shares granted in this incentive plan from 10.5 million shares to 10.3 million shares; (2) With January 10, 2019 as the grant date, 355 incentive objects were granted 10.3 million restricted shares. The independent directors of the company expressed their opinions on this.
6. On January 10, 2019, the company held the fifth meeting of the second board of supervisors, deliberated and approved the proposal on adjusting the list of incentive objects and the number of grants under the 2018 restricted stock incentive plan and the proposal on granting restricted shares to incentive objects. (1) it was considered that the company adjusted the list of incentive objects and the number of grants under the incentive plan, Comply with the management measures and relevant provisions of the company’s incentive plan; The adjusted list of incentive objects is consistent with the incentive objects specified in the incentive plan approved by the eighth extraordinary general meeting of shareholders in 2018. This adjustment does not harm the interests of the company and all shareholders, and it is agreed that the company will adjust the list of incentive objects and the number of awards in this incentive plan; (2) It is agreed to grant 10.3 million restricted shares to 355 incentive objects on January 10, 2019.
7. According to the announcement of Fujian Aonong Biological Technology Group Incorporation Limited(603363) on the grant results of 2018 restricted stock incentive plan, in the process of determining the actual subscription after the grant date, 20 incentive objects voluntarily gave up subscribing for 243000 shares of all their granted restricted shares for personal reasons. Therefore, the company’s restricted stock incentive plan in 2018 actually granted 337 people, and the actual number of restricted shares granted was 10.057 million shares.
8. According to the authorization of the general meeting of shareholders to the board of directors on handling matters related to the incentive plan, on April 29, 2019, the company held the sixth meeting of the second board of directors, deliberated and adopted the proposal on repurchasing and canceling some restricted shares granted but not lifted, In view of the fact that one of the incentive objects of the company’s 2018 restricted stock incentive plan has failed to meet the incentive conditions due to resignation, the board of directors agreed to repurchase and cancel 10000 restricted shares granted to the resigned object but not lifted the restriction in accordance with the relevant provisions of the 2018 restricted stock incentive plan. The independent directors of the company expressed independent opinions on this. The above 10000 restricted shares that have not been lifted have been transferred to the special securities account for repurchase opened by the company and cancelled on July 2, 2019.
9. On April 29, 2019, the company held the sixth meeting of the second board of supervisors, deliberated and adopted the proposal on repurchase and cancellation of some restricted shares granted but not lifted. After review, the board of supervisors held that, in view of the fact that one of the incentive objects resigned for personal reasons and no longer qualified as an incentive object, the Company repurchased and cancelled 10000 restricted shares granted but not yet lifted, which was in line with the relevant provisions of the administrative measures and the company’s 2018 restricted stock incentive plan, The cancellation of this repurchase will not affect the continued implementation of the company’s restricted stock incentive plan in 2018, and it is agreed to cancel some restricted shares granted but not lifted in this repurchase.
10. According to the authorization of the general meeting of shareholders to the board of directors on handling matters related to the incentive plan, on October 30, 2019, the company held the 15th meeting of the second 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 granted but not lifted, (1) As the 2018 annual equity distribution of the company was completed on July 26, 2019, the company distributed a cash dividend of RMB 0.025 per share (including tax) to all shareholders. According to the relevant provisions of the 2018 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 2018 but not lifted; (2) In view of the fact that 12 incentive objects of the company’s 2018 restricted stock incentive plan have failed to meet the incentive conditions due to their resignation, the board of directors agreed to repurchase and cancel 195000 restricted shares granted to the 12 incentive objects who have resigned but not yet lifted the restriction in accordance with the relevant provisions of the 2018 restricted stock incentive plan. The independent directors of the company expressed independent opinions on the above matters.
11. On October 30, 2019, the company held the 10th meeting of the second board of supervisors, deliberated and adopted the proposal on adjusting the repurchase price of restricted shares and the proposal on repurchasing and cancelling some restricted shares granted but not lifted. After review, the board of supervisors believes that (1) the company’s adjustment of the repurchase price of restricted shares complies with the relevant provisions of the administrative measures and the company’s 2018 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) In view of the fact that 12 incentive objects have resigned due to 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 complies with the relevant provisions of the administrative measures and the company’s 2018 restricted stock incentive plan. This repurchase and cancellation will not affect the continuous implementation of the company’s 2018 restricted stock incentive plan, We agree to adjust the repurchase price and cancel some restricted shares that have been granted but have not been lifted.
12. According to the authorization of the general meeting of shareholders to the board of directors on handling matters related to the incentive plan, on May 18, 2020, the company held the 26th meeting of the second 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 14 incentive objects of the company’s 2018 restricted stock incentive plan have failed to meet the incentive conditions due to their resignation, the board of directors agreed to repurchase and cancel 340000 restricted shares granted to the 14 incentive objects who have resigned but not yet lifted the restriction in accordance with the relevant provisions of the 2018 restricted stock incentive plan. The independent directors of the company expressed independent opinions on the above matters.
13. On May 18, 2020, the company held the 16th meeting of the second board of supervisors, deliberated and adopted the proposal on repurchase and cancellation of some restricted shares granted but not lifted. After review, the board of supervisors believes that in view of the fact that 14 incentive objects
