Shanghai jintiancheng law firm
Notice on Shanghai Aladdin Biochemical Technology Co.Ltd(688179) 2021 reserved partial grant of restricted stock incentive plan
Legal opinion
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Postal Code: 200120
Shanghai jintiancheng law firm
About Shanghai Aladdin Biochemical Technology Co.Ltd(688179)
Part of the grant items reserved for the restricted stock incentive plan in 2021
Legal opinion
01f20216472 to: Shanghai Aladdin Biochemical Technology Co.Ltd(688179)
Shanghai jintiancheng law firm (hereinafter referred to as “the firm”) accepts the entrustment of Shanghai Aladdin Biochemical Technology Co.Ltd(688179) (hereinafter referred to as “the company” or ” Shanghai Aladdin Biochemical Technology Co.Ltd(688179) “). 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 Listing Rules of Shanghai Stock Exchange’s Kechuang board (hereinafter referred to as the “Listing Rules”), the measures for the administration of equity incentive of listed companies (hereinafter referred to as the “administrative measures”), the business guide for information disclosure of listed companies on Kechuang board No. 4 – disclosure of equity incentive information (hereinafter referred to as the “business guide No. 4”) and other laws The articles of Association (hereinafter referred to as “the articles of association”) and other relevant restrictive laws and regulations (hereinafter referred to as “the articles of association”) related to the incentive plan of the company (hereinafter referred to as “the articles of association”) are issued.
In accordance with the provisions of the securities law, the measures for the administration of law firms engaging in securities legal business, the rules for the practice of securities legal business of law firms (for Trial Implementation) and the facts that have occurred or exist before the date of issuance of this legal opinion, the firm and its handling lawyers have strictly performed their statutory duties and followed the principles of diligence and good faith, Sufficient verification and verification have been carried out to ensure that the facts identified in this legal opinion are true, accurate and complete, the concluding opinions issued are legal and accurate, and there are no false records, misleading statements or major omissions, and bear corresponding legal liabilities.
In order to issue this legal opinion, the handling lawyer of this office consulted the documents related to this grant provided by the company, including relevant records, materials and certificates, and checked the relevant facts and legal matters involved in this grant.
The issuance of this legal opinion has been guaranteed by the company as follows:
1. The company has provided the original written materials, copies, copies, letters of commitment, certificates and other documents required by the exchange to issue this legal opinion.
2. The documents and materials provided by the company to the exchange and the statements and explanations made by the company are complete, true and effective, without concealment, falsehood and major omissions. If the documents and materials are copies or copies, they are consistent and consistent with the original written materials.
For the facts related to the issuance of this legal opinion that are difficult to conduct comprehensive verification due to objective restrictions or cannot be supported by independent evidence, our lawyers issue opinions according to the certificates issued by Shanghai Aladdin Biochemical Technology Co.Ltd(688179) or other relevant units. This legal opinion expresses opinions on the legal issues related to this grant. The firm and the handling lawyer are not qualified to express opinions on professional matters such as accounting, audit, capital verification and asset evaluation. When accounting, audit, capital verification, asset evaluation and other matters are involved in this legal opinion, they are quoted in strict accordance with the professional documents and Shanghai Aladdin Biochemical Technology Co.Ltd(688179) instructions issued by relevant intermediaries, and do not imply that the exchange and its lawyers make any express or implied guarantee for the authenticity and accuracy of the quoted contents, The firm and its lawyers are not qualified to verify and judge such contents.
The exchange agrees that Shanghai Aladdin Biochemical Technology Co.Ltd(688179) shall quote part or all of the contents of this legal opinion in its disclosure documents on this grant, but Shanghai Aladdin Biochemical Technology Co.Ltd(688179) shall not cause legal ambiguity or misinterpretation due to quotation.
This legal opinion is only for Shanghai Aladdin Biochemical Technology Co.Ltd(688179) the purpose of this grant and shall not be used for any other purpose without the written consent of the exchange. Neither the firm nor its lawyers have authorized any institution or individual to make any explanation or explanation on this legal opinion.
The exchange agrees Shanghai Aladdin Biochemical Technology Co.Ltd(688179) to submit this legal opinion to Shanghai Stock Exchange (hereinafter referred to as “Shanghai Stock Exchange”) or public disclosure together with other materials as one of the necessary documents for its implementation of this grant, and bear corresponding legal liabilities for the legal opinion issued in accordance with the law.
In accordance with the requirements of relevant laws, regulations and normative documents, and in accordance with the business standards, ethics and the spirit of diligence recognized by the Chinese lawyer industry, our lawyers have verified and verified the relevant facts involved in the implementation of this grant, and issued the following legal opinions:
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1、 Approval and authorization granted this time
After verification by our lawyers, as of the date of issuance of this legal opinion, in order to implement this grant, the company has performed the following approvals and authorizations:
1. On November 11, 2021, the remuneration and assessment committee under the board of directors of the company held a meeting and formulated the Shanghai Aladdin Biochemical Technology Co.Ltd(688179) 2021 restricted stock incentive plan (Draft) (hereinafter referred to as the “incentive plan”) and its abstract, as well as the management measures for the implementation and assessment of 2021 restricted stock incentive plan.
2. On November 11, 2021, the company held the 20th meeting of the third board of directors, The proposal on the company’s restricted stock incentive plan in 2021 (Draft) > and its summary, the proposal on the measures for the implementation and assessment of the company’s restricted stock incentive plan in 2021, the proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to restricted stock incentive and other proposals related to this incentive plan were reviewed and passed Proposal on convening the second extraordinary general meeting of shareholders in 2021.
3. On November 11, 2021, the independent directors of the company expressed independent opinions on the proposal on the company’s 2021 restricted stock incentive plan (Draft) and its summary and the proposal on the company’s measures for the assessment and management of the implementation of the 2021 restricted stock incentive plan, and agreed to the implementation of the equity incentive by the company, And agreed to submit the relevant proposals of this incentive plan to the general meeting of shareholders of the company for deliberation.
4. On November 11, 2021, the company held the 16th meeting of the third board of supervisors, The proposal on the company’s 2021 restricted stock incentive plan (Draft) > and its summary, the proposal on the measures for the implementation and assessment of the company’s 2021 restricted stock incentive plan, and the proposal on the verification of the company’s 2021 restricted stock incentive plan incentive target list were reviewed and approved. On the same day, the company announced and issued the verification opinions of the Shanghai Aladdin Biochemical Technology Co.Ltd(688179) board of supervisors on the company’s restricted stock incentive plan (Draft) in 2021, and the board of supervisors agreed to implement the incentive plan.
5. On November 29, 2021, the company held the second extraordinary general meeting of shareholders in 2021, The proposal on the company’s 2021 restricted stock incentive plan (Draft) and its summary, the proposal on the measures for the implementation and assessment of the company’s 2021 restricted stock incentive plan and the proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive were reviewed and approved, and the board of directors of the company was authorized to determine the grant date of this incentive plan, Authorize the board of directors to grant restricted shares to the incentive object and handle all relevant matters when the incentive object meets the conditions.
6. On December 6, 2021, the company held the 21st Meeting of the third board of directors, deliberated and approved the proposal on adjusting the matters related to the incentive plan of restricted shares in 2021 and the proposal on granting restricted shares to incentive objects for the first time.
7. On December 6, 2021, the independent directors of the company expressed their independent opinions on matters related to the adjustment of the incentive plan for restricted shares in 2021, and expressed their independent opinions on the proposal on the first grant of restricted shares to incentive objects.
8. On December 6, 2021, the company held the 17th meeting of the third board of supervisors, deliberated and approved the proposal on adjusting the incentive plan of restricted stocks in 2021 and the proposal on granting restricted stocks to incentive objects for the first time. On December 7, 2021, the company announced and issued the verification opinions of the Shanghai Aladdin Biochemical Technology Co.Ltd(688179) board of supervisors on the list of incentive objects first granted by the restricted stock incentive plan in 2021 (as of the first grant date). The board of supervisors reviewed the list of incentive objects first granted by the incentive plan and issued the verification opinions agreeing with the list of incentive objects first granted by the incentive plan.
9. On February 16, 2022, the company held the 22nd Meeting of the third board of directors, deliberated and passed the proposal on reserving and granting restricted shares to incentive objects. The board of directors of the company agreed that the conditions for granting the reserved part of the company’s restricted stock incentive plan in 2021 had been met, and agreed to set February 16, 2022 as the grant date, The grant price is 40 yuan / share, and 250000 restricted shares are granted to 29 incentive objects.
10. On February 16, 2022, the independent directors of the company expressed their independent opinions on the proposal on reserving and granting restricted shares to incentive objects.
11. On February 16, 2022, the company held the 18th meeting of the third board of supervisors, deliberated and adopted the proposal on reserving and granting restricted shares to incentive objects.
Based on the above, our lawyers believe that as of the date of issuance of this legal opinion, the company has obtained the necessary approval and authorization for this grant at this stage, which is in line with the relevant provisions of the company law, the securities law, the administrative measures and other laws, regulations and normative documents as well as the incentive plan. 2、 Details of this grant
(I) date of this grant
In accordance with the relevant provisions of the management measures, incentive plan and its summary and the authorization of the company’s second extraordinary general meeting in 2021, the 22nd Meeting of the third board of directors of the company deliberated and adopted the proposal on reserving and granting restricted shares to incentive objects, The board of directors of the company agreed to reserve February 16, 2022 as the grant date of some restricted shares for this incentive plan.
On February 16, 2022, the independent directors of the company expressed independent opinions on the determination of the grant date. They believed that the board of directors of the company determined that the reserved grant date of the company’s incentive plan was February 16, 2022, which was in line with the relevant provisions on the grant date in the management measures and the incentive plan, It is agreed that the company will determine the reserved grant date of this incentive plan as February 16, 2022.
On the same day, the company held the 18th meeting of the third session of the board of supervisors, which deliberated and approved the proposal on reserving and granting restricted shares to incentive objects. The board of supervisors of the company considered that according to the management measures, incentive plan and its abstract, the conditions for granting the reserved part of the company’s incentive plan for restricted shares in 2021 had been met, It is agreed that the grant date of some restricted shares reserved in the company’s incentive plan is February 16, 2022.
According to the confirmation of the company and the verification of our lawyers, the grant date of this grant is the trading day, and within 12 months from the date when the incentive plan is deliberated and approved by the general meeting of shareholders of the company.
Based on the above, our lawyers believe that the necessary procedures have been performed for the determination of the grant date of this grant, which is in line with the relevant provisions of the company law, the securities law, the administrative measures and other laws, regulations, normative documents and the incentive plan. (II) incentive object, quantity and price of this grant
In accordance with the relevant provisions of the management measures, the incentive plan and its summary and the authorization of the company’s second extraordinary general meeting in 2021, the 22nd Meeting of the third board of directors of the company deliberated and adopted the proposal on reserving and granting restricted shares to incentive objects. The board of directors of the company agreed that the grant price of this grant was 40 yuan / share, 250000 restricted shares were granted to 29 incentive objects.
On February 16, 2022, the independent directors of the company expressed independent opinions on the incentive objects granted restricted shares this time. They believed that the subject qualification of the incentive objects granted restricted shares this time was legal and effective, and agreed that the company would grant 250000 restricted shares to 29 incentive objects at the price of 40 yuan / share.
On the same day, the company held the 18th meeting of the third board of supervisors, deliberated and passed the proposal on reserving and granting restricted shares to incentive objects, and the board of supervisors agreed that the company would grant 250000 restricted shares to 29 incentive objects at the price of 40 yuan / share.
Based on the above, our lawyers believe that the determination of the incentive object, number and price granted this time complies with the company law, securities law, administrative measures, listing rules and other laws, regulations and normative documents as well as the relevant provisions of the incentive plan.
3、 Conditions and achievements of this grant
(I) the company does not have the situation that equity incentive is not allowed according to the incentive plan and Article 7 of the management measures. According to the audit report dahuashen Zi [2021] 004869 issued by Dahua Certified Public Accountants (special general partnership) on April 16, 2021 and the internal control audit report dahuaneizi [2021] 000285 issued on July 25, 2021 Resolution of the 22nd Meeting of the third board of directors of the company
