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 restricted stock incentive plan in 2021
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 2021
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 restricted stock incentive plan in 2021 (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, Issue the legal opinion on matters related to the repurchase and cancellation of some restricted shares in the Fujian Aonong Biological Technology Group Incorporation Limited(603363) 2021 restricted stock incentive plan (hereinafter referred to as “the legal opinion”) with respect to the matters related to the repurchase and cancellation of some restricted shares in 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, we and our lawyers have obtained the following guarantees from the company for the documents, materials and statements provided by the Fujian Aonong Biological Technology Group Incorporation Limited(603363) 2021 restricted stock incentive plan (hereinafter referred to as “the 2021 restricted stock 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、 Authorization of relevant approval procedures performed for the incentive plan
1. On January 4, 2021, The 41st meeting of the second board of directors of the company deliberated and adopted the restricted stock incentive plan (Draft) for Fujian Aonong Biological Technology Group Incorporation Limited(603363) 2021 (hereinafter referred to as the “incentive plan”) and its summary, and the measures for the administration of the implementation and assessment of the restricted stock incentive plan for Fujian Aonong Biological Technology Group Incorporation Limited(603363) 2021 (hereinafter referred to as the “assessment management measures”) ）And other relevant proposals; The independent directors of the company have expressed independent opinions on matters related to the incentive plan.
2. On January 4, 2021, the 25th meeting of the second board of supervisors of the company deliberated 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. The company has publicized the names and positions of the incentive objects granted for the first time in the incentive plan within the company, and the publicity period is from January 5, 2021 to January 15, 2021. 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 restricted stock incentive plan in 2021 on January 23, 2021, 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.
4. On April 15, 2021, the company held the 2020 annual general meeting of shareholders, deliberated and approved the incentive plan, assessment management measures and other relevant proposals. The incentive plan was approved, and the board of directors was authorized to handle matters related to the 2021 restricted stock incentive plan.
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 May 7, 2021, the company held the 50th 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 2021 restricted stock incentive plan Proposal on granting restricted shares to incentive objects for the first time, (1) Since Wu Zongmin and other three incentive objects have resigned, another three incentive objects voluntarily give up the subscription of restricted shares in full, adjust the number of incentive objects granted for the first time in this incentive plan from 275 to 269, and adjust the restricted shares granted to the above-mentioned persons in the original plan to be subscribed by other incentive objects; (2) determine May 7, 2021 as the grant date; (3) The company actually granted 11.5 million restricted shares to 269 incentive objects. The independent directors of the company expressed their opinions that the grant date of the incentive plan determined by the board of directors met relevant regulations and the subject qualification of incentive objects was legal and effective.
6. On May 7, 2021, the company held the 32nd meeting of the second board of supervisors, which deliberated and adopted the proposal on adjusting the list and number of incentive objects granted for the first time in the 2021 restricted stock incentive plan, the proposal on granting restricted stock tickets to incentive objects granted for the first time, and the proposal on verifying the list of incentive objects on the date of granting restricted stock, Agree to the adjustment of the incentive plan and the first grant. 7. According to the announcement of Fujian Aonong Biological Technology Group Incorporation Limited(603363) on the results of the first grant of the restricted stock incentive plan in 2021, during the process of determining the actual subscription after the grant date, some incentive objects voluntarily give up the subscription of their granted restricted shares for personal reasons. Therefore, the company’s restricted stock incentive plan in 2021 actually granted 264 people for the first time, and the actual number of restricted shares granted for the first time was 11.456 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, the company held the 52nd meeting of the second board of directors on June 9, 2021, deliberated and adopted the proposal on adjusting the repurchase price of restricted shares. In view of the fact that the annual equity distribution of the company in 2020 has been implemented, The board of directors agrees to adjust the repurchase price of restricted shares granted but not lifted in this incentive plan in accordance with the relevant provisions of the 2021 restricted stock incentive plan. The independent directors of the company expressed independent opinions on the above matters.
9. On June 9, 2021, the company held the 33rd meeting of the second board of supervisors, deliberated and adopted the proposal on adjusting the repurchase price of restricted shares, and agreed to the matters related to the repurchase price adjustment.
2、 Relevant examination and approval procedures have been performed for the cancellation of some restricted shares granted but not lifted in this repurchase
1. 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 29, 2021, the company held the second meeting of the third 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 7 of the incentive objects first granted by the company’s restricted stock incentive plan in 2021 have not met the incentive conditions due to their resignation, the board of directors agrees to repurchase and cancel 240000 restricted shares granted to the 7 incentive objects who have resigned but not yet removed the restricted sales in accordance with the relevant provisions of the restricted stock incentive plan in 2021. The independent directors of the company expressed independent opinions on the above matters.
2. On October 29, 2021, the company held the second meeting of the third 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 resignation of the seven incentive objects granted for the first time due to personal reasons and no longer qualified as incentive objects, the company repurchases and cancels the restricted shares granted but not lifted, which is in line with the relevant provisions of the administrative measures and the company’s 2021 restricted stock incentive plan, The cancellation of this repurchase will not affect the continued implementation of the company’s restricted stock incentive plan in 2021, and it is agreed to cancel some restricted shares granted but not lifted.
Our lawyers believe that as of the date of issuance of this legal opinion, the company has obtained the necessary approval and authorization at this stage for the cancellation of part of the restricted shares granted but not lifted.
3、 Reasons, quantity and price of restricted shares cancelled in this repurchase
1. Reasons for repurchase and cancellation of restricted shares
In view of the fact that 7 of the incentive objects first granted by the company’s restricted stock incentive plan in 2021 have resigned for personal reasons and do not meet the incentive conditions, according to the relevant provisions of the company’s restricted stock incentive plan in 2021, the company will repurchase and cancel the restricted shares granted to the above-mentioned incentive objects but not lifted the restriction on sales.
2. Number of repurchase and cancellation of restricted shares
The total number of restricted shares to be repurchased and cancelled by the company this time is 240000.
3. Price of repurchase and cancellation of restricted shares
According to the provisions of “I. recognition standard of repurchase price” and “III. adjustment method of repurchase price” in “chapter XIV principles for repurchase and cancellation of restricted shares” of the company’s restricted stock incentive plan in 2021, The repurchase price of the first grant part of the restricted stock incentive plan in 2021 is the grant price (6.7 yuan / share) plus the sum of bank deposit interest in the same period. If the company has matters that affect the total share capital or the company’s stock price, such as capital reserve conversion to share capital, distribution of stock dividends, share splitting, allotment or reduction of shares, dividend distribution, etc., the company shall adjust the repurchase price of restricted shares that have not been lifted.
According to the proposal on adjusting the repurchase price of restricted shares deliberated and adopted at the 52nd meeting of the second board of directors on June 9, 2021, the repurchase price of the restricted shares granted for the first time in the 2021 restricted stock incentive plan is 6.55 yuan / share, plus the deposit interest of the bank in the same period. 4. Total amount and source of repurchase funds
The funds used by the company to repurchase restricted shares this time are its own funds.
Our lawyers believe that the determination of the quantity and price of some restricted shares repurchased and cancelled by the company this time complies with the administrative measures and other laws and regulations, normative documents and the relevant provisions of the 2021 restricted stock incentive plan.
4、 Procedures to be performed for the cancellation of some restricted shares in this repurchase
According to the documents provided by the company, as of the date of this legal opinion, The company has opened a special securities repurchase account (Account No.: b882251787) in China Securities Depository and Clearing Co., Ltd. Shanghai Branch, and has applied to China Securities Depository and Clearing Co., Ltd. Shanghai Branch for handling the stock repurchase account transfer procedures for this repurchase cancellation, which is expected to be completed on December 29, 2021.
The company’s repurchase and cancellation of some restricted shares this time still needs to fulfill the obligation of information disclosure in accordance with the administrative measures, the incentive plan for restricted shares in 2021 and the relevant normative documents of Shanghai Stock Exchange. After the completion of the repurchase and cancellation, such as the legal opinion of Beijing Zhonglun law firm on matters related to the repurchase and cancellation of some restricted shares under the Fujian Aonong Biological Technology Group Incorporation Limited(603363) 2017 restricted stock incentive plan and the legal opinion of Beijing Zhonglun law firm on Fujian Aonong Biological Technology Group Incorporation Limited(603363) 2018 restricted stock incentive plan issued by the exchange on December 24, 2021
