Beijing Zhonglun law firm
On matters related to Fujian Aonong Biological Technology Group Incorporation Limited(603363) 2020 restricted stock incentive plan repurchase and cancellation of some restricted stocks
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 2020 restricted stock incentive plan
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 2020 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 stocks in the Fujian Aonong Biological Technology Group Incorporation Limited(603363) 2020 restricted stock incentive plan (hereinafter referred to as "the legal opinion") with respect to the repurchase and cancellation of some restricted stocks granted but not lifted in the incentive plan.
In order to issue this legal opinion, our lawyers have checked and verified the Fujian Aonong Biological Technology Group Incorporation Limited(603363) 2020 restricted stock incentive plan and other documents and facts related to this incentive plan in accordance with the provisions of relevant laws, administrative regulations, normative documents and the requirements of the business rules of the exchange and the principle of prudence and importance. 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 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 February 10, 2020, The 20th meeting of the second board of directors of the company deliberated and adopted the Fujian Aonong Biological Technology Group Incorporation Limited(603363) 2020 restricted stock incentive plan (Draft) (hereinafter referred to as the "incentive plan") and its summary, and the measures for the administration of the implementation of Fujian Aonong Biological Technology Group Incorporation Limited(603363) 2020 restricted stock incentive plan (hereinafter referred to as the "measures for the administration of the assessment") ）And other relevant proposals; The independent directors of the company have expressed independent opinions on matters related to the incentive plan.
2. On February 10, 2020, the 11th meeting of the second board of supervisors of the company considered and approved the incentive plan, assessment management measures and other relevant proposals, and believed that the implementation of the incentive plan would be conducive to the sustainable development of the company and would not damage the interests of the company and all shareholders.
3. On February 17, 2020, The 21st Meeting of the second board of directors of the company deliberated and adopted the Fujian Aonong Biological Technology Group Incorporation Limited(603363) 2020 restricted stock incentive plan (Revised Draft) (hereinafter referred to as "incentive plan (Revised Draft)") and its abstract, and the measures for the implementation and assessment management of Fujian Aonong Biological Technology Group Incorporation Limited(603363) 2020 restricted stock incentive plan (Revised Draft) (hereinafter referred to as "assessment management measures (Revised Draft)" ）And other relevant proposals; The independent directors of the company expressed independent opinions on the revised incentive plan (Revised Draft) and other related matters.
4. On February 17, 2020, The 12th meeting of the second board of supervisors of the company deliberated and adopted the incentive plan (Revised Draft) and its abstract and the assessment management measures (Revised Draft) And believes that the implementation of this incentive plan will be conducive to the sustainable development of the company and will not damage the interests of the company and all shareholders. 5. The company publicized the names and positions of the incentive objects granted for the first time in the incentive plan within the company from February 11, 2020 to February 21, 2020. 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 first granted by the company's 2020 restricted stock incentive plan on February 25, 2020, It is considered that the personnel listed in the list of incentive objects granted for the first time in the company's incentive plan comply with the provisions of relevant laws, regulations and normative documents, and their subject qualification as the incentive object of the company's incentive plan is legal and effective.
6. On March 4, 2020, the company held the second extraordinary general meeting of shareholders in 2020, deliberated and approved the incentive plan (Revised Version) and its abstract, assessment management measures (Revised Version) and other proposals. The incentive plan was approved and the board of directors was authorized to handle matters related to the 2020 restricted stock incentive plan.
7. 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 11, 2020, the company held the 25th meeting of the second board of directors, deliberated and adopted the proposal on adjusting the list and number of incentive objects granted for the first time in the 2020 restricted stock incentive plan Proposal on granting restricted shares to incentive objects for the first time, (1) Since the incentive objects Li Honglong and Li Tao voluntarily give up the subscription of the restricted shares to be granted to them by the company for personal reasons, the incentive objects granted for the first time in this incentive plan are adjusted from 89 to 87, and the restricted shares granted to the above-mentioned persons who give up the subscription in the original plan are adjusted to be subscribed by other incentive objects; (2) May 11, 2020 is determined as the grant date; (3) Among them, Li Haifeng, the incentive object of this incentive plan, is a senior manager of the company. He has sold the company's shares six months before the grant date may 11, 2020. According to the securities law, administrative measures and incentive plan (Revised Version) According to the relevant provisions of the, it was decided to suspend the grant of 200000 restricted shares to Li Haifeng, and the board of directors would be convened to consider the grant of restricted shares to Li Haifeng after the relevant grant conditions were met. Therefore, 10 million restricted shares were actually granted to 86 incentive objects this time. 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.
8. On May 11, 2020, the company held the 15th meeting of the second board of supervisors, deliberated and approved the proposal on adjusting the list and number of incentive objects granted for the first time under the 2020 restricted stock incentive plan and the proposal on granting restricted shares to incentive objects granted for the first time, and agreed to the adjustment of the incentive plan and the first grant.
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 June 8, 2020, the company held the 27th meeting of the second board of directors, and deliberated and adopted the
As of June 8, 2020, the purchase restriction period for suspending the granting of restricted shares to the incentive object Li Haifeng has expired, and all the granting conditions in the incentive plan have been met. The granting conditions for suspending the granting of restricted shares in the incentive plan of the company have been met, It is determined to grant 200000 restricted shares to Li Haifeng, the incentive object whose grant is suspended. The grant price of restricted shares is 7.40 yuan / share, and the grant date of restricted shares is June 8, 2020. The independent directors of the company expressed their opinions on this and believed that the granting of restricted shares to the incentive objects whose grant was suspended met the relevant provisions.
10. On June 8, 2020, the company held the 17th meeting of the second board of supervisors, deliberated and passed the proposal on granting restricted shares to incentive objects whose grant has been suspended, and agreed to grant restricted shares to incentive objects whose grant has been suspended.
11. According to the authorization of the general meeting of shareholders to the board of directors on handling matters related to the incentive plan, the company held the 34th meeting of the second board of directors on September 14, 2020, (1) The proposal on Revising the company level performance assessment indicators of the 2020 restricted stock incentive plan was reviewed and approved, and the company was approved to revise the company level performance assessment indicators of the 2020 restricted stock incentive plan; (2) the proposal on granting reserved restricted shares to the incentive objects of the 2020 restricted stock incentive plan was reviewed and approved , it is determined to grant 1 million restricted shares to 17 incentive objects on September 14, 2020, with the grant price of 11.2 yuan / share. The independent directors of the company expressed their opinions on this: (1) they believed that the change of the incentive plan was in line with the current actual and objective situation of the company, was conducive to the long-term development of the company, and did not damage the interests of the listed company and all shareholders; (2) they agreed to reserve some matters related to the grant of the incentive plan.
12. On September 14, 2020, the company held the 21st Meeting of the second board of supervisors, deliberated and adopted the proposal on Revising the company level performance evaluation indicators of the 2020 restricted stock incentive plan and the proposal on granting reserved restricted shares to the incentive objects of the 2020 restricted stock incentive plan, Agree to the change of the incentive plan and the granting of reserved parts.
13. According to the authorization of the general meeting of shareholders to the board of directors on handling matters related to the incentive plan, the company held the 37th meeting of the second board of directors on October 23, 2020, The proposal on adjusting the number and repurchase price of restricted shares in the equity incentive plan and the proposal on adjusting the number and price of reserved rights and interests granted in the 2020 restricted stock incentive plan were reviewed and approved. In view of the fact that the company's equity distribution in the half year of 2020 has been completed, The board of directors agreed to adjust the number and repurchase price of the restricted shares granted but not lifted for the first time in the 2020 restricted stock incentive plan and the granted number and price of the reserved part in accordance with the relevant provisions of the incentive plan (Revised). The independent directors of the company expressed independent opinions on the above matters.
14. On October 23, 2020, the company held the 22nd Meeting of the second board of supervisors, deliberated and adopted the proposal on adjusting the number and repurchase price of restricted shares in the equity incentive plan and the proposal on adjusting the number and price of reserved rights and interests granted in the 2020 restricted stock incentive plan. After review, the board of supervisors believes that since the equity distribution of the company in the half year of 2020 has been implemented, This time, the company adjusted the number and repurchase price of restricted shares granted for the first time in the 2020 restricted stock incentive plan, and the granted number and price of the reserved part, in accordance with the administrative measures and the company's incentive plan (Revised Draft) The relevant provisions of the company will not affect the continued implementation of the company's restricted stock incentive plan in 2020, and we agree to this adjustment.
15. According to the authorization of the general meeting of shareholders to the board of directors on handling matters related to the incentive plan, on June 9, 2021, the company held the 52nd meeting of the second board of directors, deliberated and adopted the proposal on the first granting of some phase I restricted shares in 2020 restricted stock incentive plan meeting the unlocking conditions The proposal on delaying the granting of part of the first phase of restricted shares in the first grant of the restricted stock incentive plan in 2020 and the proposal on adjusting the repurchase price of restricted shares（
