Beijing Hairun Tianrui law firm
About Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317)
Legal opinions on the adjustment and grant of restricted stock incentive plan in 2022
March, 2002
To: Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317)
Beijing Hairun Tianrui law firm (hereinafter referred to as “the firm”) accepts the entrustment of Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317) (hereinafter referred to as ” Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317) ” or “the company”) to act as the legal adviser of the company’s “2022 restricted stock incentive plan” (hereinafter referred to as “the incentive plan”). 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”), the measures for the administration of equity incentive of listed companies (hereinafter referred to as the “administrative measures”) and other relevant laws and regulations that are currently effectively applicable, This legal opinion is issued for matters related to the adjustment of the company’s incentive plan (hereinafter referred to as “this adjustment”) and the grant of the incentive plan (hereinafter referred to as “this grant”).
In order to issue this legal opinion, our lawyers have reviewed the Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317) 2022 restricted stock incentive plan (Draft) (hereinafter referred to as the “incentive plan”), the measures for the administration of the assessment of the implementation of Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317) 2022 restricted stock incentive plan (hereinafter referred to as the “assessment management measures”), relevant documents of the general meeting of shareholders, documents of the board of directors The meeting documents of the board of supervisors, the independent opinions of independent directors and other documents that the lawyers of the exchange think need to be reviewed, and checked and verified the relevant facts and materials by querying the public information of government departments.
For this legal opinion, the office and the handling lawyer hereby make the following statement:
1. Our lawyers promise to express legal opinions based on the facts that have occurred or existed before the issuance date of this legal opinion, the current laws and regulations of China and the relevant provisions of the CSRC and relevant competent authorities and departments, as well as their understanding of the facts and the law.
2. We have obtained Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317) written confirmation and commitment. Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317) has provided us with the original written materials, copies, copies or oral testimony required for the issuance of this legal opinion. All documents or oral testimony are true, complete and effective, without any falsehood, concealment, omission or misleading, The copies or copies provided to the exchange are consistent with the original or the original, and the seals and signatures on all documents are true. For the facts that are crucial and cannot be supported by independent evidence, the exchange relies on the supporting documents issued by relevant government departments, Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317) or other relevant units to make reasonable judgments.
3. This legal opinion only issues this legal opinion on matters related to the adjustment of Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317) this incentive plan and the grant of this incentive plan, and does not express opinions on the rationality of the underlying stock value, assessment standards and other aspects involved in this incentive plan, as well as accounting, finance and other non legal professional matters; When this legal opinion quotes relevant financial data or conclusions, we have fulfilled the obligation of ordinary care, but such quotation is not deemed as any express or implied guarantee for the authenticity and accuracy of these data and conclusions.
4. The exchange agrees to take this legal opinion as one of the necessary documents for the adjustment of Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317) this incentive plan and the grant of this incentive plan, record or announce it together with other application materials, and bear corresponding legal liabilities for the legal opinion issued in accordance with the law.
5. This legal opinion is only for Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317) the purpose of this incentive plan, and shall not be used for any other purpose without the written consent of the exchange.
interpretation
Unless the context otherwise requires, the following words shall have the following meanings in this document:
Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317) / company refers to Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317)
This incentive plan / this incentive refers to Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317) 2022 restricted stock incentive plan
Incentive plan refers to the Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317) 2022 restricted stock incentive plan (Draft)
The assessment management measures refer to the assessment management measures for the implementation of the restricted stock incentive plan in Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317) 2022
According to the conditions and prices specified in the plan, the company grants a certain number of restricted shares to incentive objects, which refer to the company’s shares. These shares are set with a certain period of restricted sale period. The restricted sale and circulation can be lifted only after meeting the conditions for lifting the restricted sale specified in the plan
Incentive objects refer to the middle-level managers and core technical (business) personnel of the company who obtain restricted shares in accordance with the provisions of this incentive plan
The Company Law refers to the company law of the people’s Republic of China (revised in 2018)
Securities Law refers to the securities law of the people’s Republic of China (revised in 2019)
The Administrative Measures refer to the administrative measures for equity incentive of listed companies (revised in 2018)
The articles of association refers to the Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317) articles of association
CSRC refers to the China Securities Regulatory Commission
Stock exchange refers to Shenzhen Stock Exchange
Beijing Hairun Tianrui law firm
The lawyer of the exchange refers to the handling lawyer appointed by the exchange for the incentive plan
Yuan means RMB yuan
text
1、 This adjustment and the approval procedure of this grant
The remuneration and assessment committee under the board of directors of the company formulated the Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317) 2022 restricted stock incentive plan (Draft) and the measures for the administration of the implementation and assessment of Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317) 2022 restricted stock incentive plan, which were submitted to the board of directors of the company for deliberation.
On February 11, 2022, the company held the 16th meeting of the seventh board of directors, The proposal on Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317) 2022 restricted stock incentive plan (Draft) and its summary, the proposal on Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317) 2022 restricted stock incentive plan implementation assessment management measures, and the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to stock incentive were reviewed and approved.
The independent directors of the company have expressed their independent opinions on the incentive plan.
On February 11, 2022, the company held the ninth meeting of the seventh board of supervisors, The proposal on Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317) 2022 restricted stock incentive plan (Draft) and its summary, the proposal on Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317) 2022 restricted stock incentive plan implementation assessment management measures, and the proposal on verifying the list of incentive objects of Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317) 2022 restricted stock incentive plan were reviewed and approved.
On February 11, 2022, according to the entrustment of other independent directors of the company, Mr. Wu Qinggong, an independent director, released the report on public solicitation of entrusted voting rights by Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317) independent directors on the designated information disclosure media, As the collector, he will solicit voting rights from all shareholders of the company on the proposals related to the restricted stock incentive plan to be considered at the first extraordinary general meeting of shareholders in 2022 to be held on March 1, 2022; The starting and ending time of solicitation of voting rights is from February 23, 2022 to February 24, 2022 (9:00 a.m. – 17:00 p.m. on working days). Up to the deadline of the voting right solicitation period, Mr. Wu Qinggong, an independent director, did not receive the voting right entrustment from the shareholders.
From February 14, 2022 to February 23, 2022, the company publicized the names and positions of incentive objects in the company’s internal office system. During the above publicity period, the board of supervisors of the company has not received any objection from any individual or organization to the proposed incentive objects of the incentive plan.
On the evening of February 24, 2022, the company disclosed the verification opinions and publicity statement of Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317) board of supervisors on the list of incentive objects of the company’s restricted stock incentive plan in 2022. On March 1, 2022, the company held the first extraordinary general meeting of shareholders in 2022, The proposal on Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317) 2022 restricted stock incentive plan (Draft) and its summary, the proposal on Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317) 2022 restricted stock incentive plan implementation assessment management measures “and the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive were reviewed and approved.
On the evening of March 1, 2022, the company disclosed Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317) the self inspection report on the trading of the company’s shares by insiders and incentive objects of the restricted stock incentive plan in 2022. On March 1, 2022, the company held the 17th meeting of the seventh board of directors, deliberated and approved the proposal on adjusting the list and number of incentive objects granted by the company’s 2022 restricted stock incentive plan and the proposal on granting restricted shares to incentive objects of the company’s 2022 restricted stock incentive plan. The independent directors of the company expressed their consent to this.
On March 1, 2022, the company held the 10th meeting of the 7th board of supervisors, deliberated and approved the proposal on adjusting the list and number of incentive objects granted by the company’s restricted stock incentive plan in 2022 and the proposal on granting restricted shares to incentive objects of the company’s restricted stock incentive plan in 2022.
In conclusion, our lawyers believe that as of the date of issuance of this legal opinion, Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317) has obtained the necessary approval and authorization for this adjustment and this grant at this stage, which is in line with the provisions of relevant laws, regulations and normative documents such as the management measures, the articles of Association and the incentive plan.
2、 Procedures and reasons for this adjustment
In view of the fact that two of the incentive objects to be granted in the incentive plan have resigned for personal reasons and no longer have the incentive qualification, according to the relevant provisions of the incentive plan and the authorization of the company’s first extraordinary general meeting in 2022, the board of directors of the company agrees to cancel their qualification to participate in the company’s restricted stock incentive plan in 2022, The incentive objects of this incentive plan are adjusted from 79 to 77, and the total number of restricted shares granted is adjusted from 5840000 shares to 5780000 shares.
In addition to the above adjustments, other contents of the incentive plan implemented by the company are consistent with the incentive plan approved by the first extraordinary general meeting of shareholders in 2022.
After verification, our lawyers believe that this adjustment is in line with the provisions of relevant laws, regulations and normative documents such as the management measures, the articles of association and the incentive plan, and there is no damage to the interests of the company and all shareholders.
3、 Status of this grant
(I) object of grant
On February 11, 2022, the company held the 16th meeting of the seventh board of directors, The proposal on Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317) 2022 restricted stock incentive plan (Draft) and its summary, the proposal on Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317) 2022 restricted stock incentive plan implementation assessment management measures, and the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to stock incentive were reviewed and approved. The independent directors of the company have expressed their independent opinions on the incentive plan and believe that the incentive objects to be granted by the company in this incentive plan are not considered as inappropriate candidates by the stock exchange in the last 12 months; There is no situation in which the CSRC and its dispatched offices have identified them as inappropriate candidates in the last 12 months; There are no cases in which the CSRC and its dispatched offices have imposed administrative penalties or taken market entry prohibition measures for major violations of laws and regulations in the last 12 months; There is no case that the company is not allowed to participate in the equity incentive of listed companies according to laws and regulations. The granted incentive objects meet the conditions of incentive objects specified in the management measures and the scope of incentive objects specified in the company’s incentive plan. Their qualification as the subject of incentive objects granted in the company’s incentive plan is legal and effective.
On February 11, 2022, it was deliberated at the 9th meeting of the 7th board of supervisors of the company, The proposal on Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317) 2022 restricted stock incentive plan (Draft) and its summary, the proposal on Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317) 2022 restricted stock incentive plan implementation assessment management measures, and the proposal on verifying the list of incentive objects of Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317) 2022 restricted stock incentive plan were reviewed and approved, It is considered that the personnel listed in the list of incentive objects of the company’s incentive plan are not considered as inappropriate candidates by the stock exchange in the last 12 months; There is no situation in which the CSRC and its dispatched offices have identified them as inappropriate candidates in the last 12 months; There are no cases in which the CSRC and its dispatched offices have imposed administrative penalties or taken market entry prohibition measures for major violations of laws and regulations in the last 12 months; There is no case that the company is not allowed to participate in the equity incentive of listed companies according to laws and regulations. It meets the conditions of incentive objects specified in the administrative measures and the scope of incentive objects specified in the company’s incentive plan. Its subject qualification as the incentive object granted by the company’s incentive plan is legal and effective.
From February 14, 2022 to February 23, 2022, the company publicized the names and positions of incentive objects in the company’s internal office system. During the above publicity period, the board of supervisors of the company has not received any objection from any individual or organization to the proposed incentive objects of the incentive plan.
On the evening of February 24, 2022, the company disclosed the notice of Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317) board of supervisors on
