Beijing Zhonglun law firm
On Fujian Aonong Biological Technology Group Incorporation Limited(603363) matters related to the repurchase and cancellation of some restricted shares under the 2018 restricted stock incentive plan
Legal opinion
December, 2001
Beijing Zhonglun law firm
About Fujian Aonong Biological Technology Group Incorporation Limited(603363)
Legal opinions on matters related to repurchase and cancellation of some restricted shares under the restricted stock incentive plan in 2018
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”) 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”), and the measures for the administration of stock incentive of listed companies (hereinafter referred to as the “administrative 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 counsel contract signed between the company and the firm, in accordance with the business standards, ethics and diligence recognized by the lawyer industry, The company issued the legal opinion on matters related to 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”) with respect to the repurchase and cancellation of some restricted shares granted but not lifted under the 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, we have verified and verified 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, materials and facts related to the incentive plan. With regard 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 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. The firm and its 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 company has carefully read this legal opinion and confirmed that the facts quoted or cited in this legal opinion are true, accurate and complete without any false or misleading statements or conclusions.
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 performed for incentive plan
1. On December 3, 2018, the third meeting of the second board of directors of the company considered and adopted the
< Fujian Aonong Biological Technology Group Incorporation Limited(603363) 2018 年限制性股票激励计划（草案）>
And its summary
< Fujian Aonong Biological Technology Group Incorporation Limited(603363) 2018 年限制性股票激励计划实施考核管理办法>
And the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the 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 considered and adopted the
< Fujian Aonong Biological Technology Group Incorporation Limited(603363) 2018 年限制性股票激励计划（草案）>
And its summary
< Fujian Aonong Biological Technology Group Incorporation Limited(603363) 2018 年限制性股票激励计划实施考核管理办法>
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 qualifications specified in the company law, the articles of association and other laws, regulations and normative documents, and meet the conditions of incentive objects specified in the management measures, It complies with the scope of incentive objects specified in the company’s 2018 restricted stock incentive plan (Draft) and its summary, and its subject qualification as the incentive object of the company’s incentive plan is legal and effective.
4. On December 28, 2018, the company held the eighth extraordinary general meeting of shareholders in 2018, which deliberated and adopted the
< Fujian Aonong Biological Technology Group Incorporation Limited(603363) 2018 年限制性股票激励计划（草案）>
And its summary
< Fujian Aonong Biological Technology Group Incorporation Limited(603363) 2018 年限制性股票激励计划实施考核管理办法>
The incentive plan has been 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, It was determined that (1) the number of incentive objects in the incentive plan was adjusted from 375 to 355, and the number of restricted shares granted in the incentive plan was adjusted from 10.5 million to 10.3 million; (2) 355 incentive objects were granted 10.3 million restricted shares on January 10, 2019. 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 adopted the proposal on adjusting the list of incentive objects and the number of awards under the 2018 restricted stock incentive plan and the proposal on granting restricted shares to incentive objects, (1) It is considered that the company has adjusted the list of incentive objects and the number of awards in this incentive plan, which is in line 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 the restricted stock incentive plan in 2018, in the process of determining the actual subscription after the grant date, 20 incentive objects voluntarily gave up the subscription of 243000 restricted shares granted to them 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 repurchase and cancellation of some granted but not lifted restricted shares, 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 agrees to repurchase and cancel 10000 restricted shares granted to the resigned object 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 this. The above limits have not been solved
10000 restricted shares sold 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. 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 repurchase and cancellation of some granted but not lifted restricted shares, (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 in accordance with 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 do not meet the incentive conditions due to resignation, the board of directors agrees to implement the incentive plan in accordance with the 2018 restricted stock incentive plan In accordance with the relevant provisions of the, 195000 restricted shares granted to 12 incentive objects who have resigned but have not yet been lifted shall be repurchased and cancelled. 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 repurchase and cancellation of 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) Since 12 incentive objects have resigned for personal reasons and are no longer qualified as incentive objects, the company repurchases and cancels their restricted shares granted but not yet lifted, which is in line with the administrative measures and the company’s 2018 restricted stock incentive plan According to the relevant provisions of this repurchase and cancellation, this repurchase and cancellation will not affect the continuous implementation of the company’s restricted stock incentive plan in 2018. It is agreed that the repurchase price adjustment and the repurchase and cancellation of some restricted stocks 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 restricted stock incentive plan in 2018 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 restricted stock incentive plan in 2018. 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, which deliberated and adopted the restrictions on repurchase cancellation that have been granted but have not been lifted
