Guohao law firm (Shanghai)
about
Juneyao Grand Healthy Drinks Co.Ltd(605388)
2022 stock option incentive plan
(Draft)
of
Legal opinion
Floor 23-25, Jiadi center, No. 968, West Beijing Road, Shanghai 200041
23-25th Floor, Garden Square, No. 968 West Beijing Road, Shanghai 200041, China
Tel: + 86 2152341668 Fax: + 86 2152433320
Website: http://www.grandall.com.cn.
March, 2002
Guohao law firm (Shanghai)
About Juneyao Grand Healthy Drinks Co.Ltd(605388)
Of 2022 stock option incentive plan (Draft)
Legal opinion
To: Juneyao Grand Healthy Drinks Co.Ltd(605388)
Section I introduction of legal opinion
1、 Basis for issuing legal opinions
Guohao law firm (Shanghai) (hereinafter referred to as “the firm”) has accepted the entrustment of Juneyao Grand Healthy Drinks Co.Ltd(605388) (hereinafter referred to as “the company” or ” Juneyao Grand Healthy Drinks Co.Ltd(605388) “) to act as the special legal adviser for the implementation of the stock option incentive plan (hereinafter referred to as “the equity 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 “measures for equity incentive”) and other relevant laws, regulations and normative documents, In accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, the relevant documents and existing facts of Juneyao Grand Healthy Drinks Co.Ltd(605388) are verified and verified, and this legal opinion is issued. 2、 Matters stated in the legal opinion
Our lawyers have issued legal opinions according to the facts that have occurred or existed before the date of issuance of legal opinions and the relevant provisions of current laws, regulations and other normative documents. Our lawyers only express legal opinions on issues related to Chinese law.
In accordance with the provisions of the company law, the measures for equity incentive, the measures for the administration of securities legal business of law firms and the rules for the practice of securities legal business of law firms, as well as the facts that have occurred or exist before the date of issuance of this legal opinion, the Office 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 responsibilities.
During the foregoing verification, the company guarantees that it has provided and disclosed to the lawyers of the firm the true, accurate and complete original written materials, duplicate materials or oral testimony necessary for the issuance of this legal opinion; Ensure that the materials and documents provided and the facts disclosed are free from any falsehood, concealment, misleading statement or material omission. The company guarantees that the copy materials provided are consistent with the original, and the copy is consistent with the original; Ensure that all signatures and seals on the documents and materials provided are true and effective; Ensure that all oral statements and explanations are consistent with the facts. When issuing this legal opinion, our lawyers have fulfilled the special duty of care of legal professionals for business matters related to law and the general duty of care of ordinary people for other business matters. There are no false records, misleading statements or major omissions in the documents produced and issued.
For the facts that are essential to the issuance of this legal opinion and cannot be supported by independent evidence, the exchange relies on the certificates or explanatory documents issued by relevant government departments, companies or other relevant institutions to make judgments. Our lawyers agree that the company shall quote the contents of this legal opinion according to the review requirements of the CSRC and the Shanghai Stock Exchange, but when the company makes the above quotation, it shall not lead to legal ambiguity or misinterpretation due to the quotation, and the lawyers of this firm shall review and confirm the relevant contents quoted.
This legal opinion is only used by Juneyao Grand Healthy Drinks Co.Ltd(605388) for the purpose of this option incentive plan. No unit or individual may use this legal opinion or any part thereof for any other purpose unless prior written authorization is obtained from our lawyer.
Section II body of legal opinion
1、 The company is qualified to implement the equity incentive plan
(I) establishment and listing of the company
The company is a joint stock limited company established by Junyao group Dairy Co., Ltd. On November 10, 2000, Hubei Administration for Industry and Commerce approved and issued the business license of enterprise legal person with the registration number of 42 Shenzhen Ecobeauty Co.Ltd(000010) 00824 to Junyao group Dairy Co., Ltd. On November 7, 2018, the company held the first extraordinary general meeting of shareholders in 2018, deliberated and passed the proposal on changing the company’s name, and agreed to change the company’s name from “Junyao group Dairy Co., Ltd.” to ” Juneyao Grand Healthy Drinks Co.Ltd(605388) “.
On July 24, 2020, the CSRC issued the reply on approving Juneyao Grand Healthy Drinks Co.Ltd(605388) initial public offering (zjxk [2020] No. 1568), approving the company to publicly issue no more than 70 million new shares.
The company has been listed and traded on Shanghai Stock Exchange since August 18, 2020, with securities abbreviation: Juneyao Grand Healthy Drinks Co.Ltd(605388) , stock code: Juneyao Grand Healthy Drinks Co.Ltd(605388) .
(II) basic information of the company
Juneyao Grand Healthy Drinks Co.Ltd(605388) now holds the business license with unified social credit code of 914205007146625835 issued by Yichang market supervision and Administration Bureau, and the company type is joint stock limited company (listed); The registered capital is 430 million yuan only; The address is No. 257, Yixing Avenue, Yiling District, Yichang city; The business scope is dairy products production (liquid milk: pasteurized milk, sterilized milk and sour milk); Production of beverages (protein drinks and other beverages); Production of plastic containers for food; Wholesale and retail of prepackaged food (including dairy products) (the above business scope shall be operated according to the approved contents of the license or approval document, and shall not be operated without relevant valid license or approval document); The business term is from August 5, 1998 to no fixed term.
According to the company’s description, the articles of association and the verification of the lawyers of the exchange, as of the date of issuance of this legal opinion, the company has no circumstances that require the termination or revocation of its legal person status in accordance with relevant laws, regulations, normative documents and the articles of association, nor any other circumstances that violate laws, regulations or require the termination of its listing qualification. (III) there are no prohibited circumstances stipulated in Article 7 of the equity incentive measures
According to the audit report dhsz [2021] No. 007829 issued by Dahua Certified Public Accountants (special general partnership) and the company’s 2020 annual report, and after verification, the company does not have the following circumstances that the equity incentive plan shall not be implemented as stipulated in Article 7 of the equity incentive measures:
(1) The financial and accounting report of the most recent fiscal year is an audit report with a negative opinion or unable to express an opinion issued by a certified public accountant;
(2) The internal control of the financial report of the most recent fiscal year is an audit report with a negative opinion or unable to express an opinion issued by a certified public accountant;
(3) Failure to distribute profits in accordance with laws and regulations, articles of association and public commitments within the last 36 months after listing;
(4) Equity incentive is not allowed according to laws and regulations;
(5) Other circumstances recognized by the CSRC.
In conclusion, our lawyers believe that Juneyao Grand Healthy Drinks Co.Ltd(605388) is a legally established and validly existing joint stock limited company; As of the date of issuance of this legal opinion, the company has not been terminated in accordance with laws, regulations, normative documents and the articles of Association; The company does not have the situation that it is not allowed to carry out equity incentive plan as stipulated in Article 7 of the equity incentive measures; The company is qualified to implement the equity incentive plan. 2、 Legality and compliance of the company’s equity incentive plan
In accordance with the relevant provisions of the company law, the securities law and the equity incentive measures, our lawyers have verified the 2022 stock option incentive plan (Draft) of Hubei junyaoda Health Beverage Co., Ltd. (hereinafter referred to as the “incentive plan (Draft)”) According to the administrative measures for the assessment of the implementation of stock option incentive plan in Juneyao Grand Healthy Drinks Co.Ltd(605388) 2022 (hereinafter referred to as the “administrative measures for assessment”), the contents of this equity incentive plan comply with the relevant provisions of the equity incentive measures, as follows:
(I) main contents of this equity incentive plan
The purpose and principle of this equity incentive plan, the management organization of this equity incentive plan, the basis and scope for determining the incentive object, the source, quantity and distribution of the underlying shares involved in this equity incentive plan, the time arrangement of this equity incentive plan, the exercise price of stock options and the method for determining the exercise price, The grant and exercise conditions of stock options, the adjustment methods and procedures of this equity incentive plan, the accounting treatment of stock options, the implementation procedures of this equity incentive plan, the respective rights and obligations of the company / incentive object, and the treatment of changes in the company / incentive object have been clearly specified or explained.
Our lawyers believe that the contents of the incentive plan (Draft) comply with the provisions of Article 9 of the equity incentive measures.
(II) basis and scope of incentive object
The basis and scope of the determination of the equity incentive object are detailed in the legal opinion “the legality and compliance of the determination of the incentive object of the equity incentive plan”.
(III) performance appraisal of this equity incentive plan
According to the relevant provisions of the incentive plan (Draft) and the assessment management measures, the company has set the conditions for the grant and exercise of stock options in this equity incentive plan, and set the performance assessment indicators including the company’s performance indicators and the individual performance indicators of the incentive object. The company has disclosed the performance assessment indicators in detail in the incentive plan (Draft) and the assessment management measures, It also explains the scientificity and rationality of the assessment indicators.
Lawyers of the firm believe that the grant conditions and performance evaluation of the equity incentive plan in the incentive plan (Draft) comply with the provisions of Articles 10 and 11 of the equity incentive measures.
(IV) source, quantity and distribution of underlying shares
According to the incentive plan (Draft), the stock source of the stock options for the company to implement the equity incentive plan is the company’s directional issuance of RMB a common shares to the incentive object,
Our lawyers believe that the source of the subject stock specified in the incentive plan (Draft) complies with the provisions of Article 12 of the equity incentive measures.
According to the incentive plan (Draft), this equity incentive plan plans to grant no more than 12 million stock options to incentive objects, accounting for about 2.79% of the total share capital of 430 million shares on the announcement date of the incentive plan (Draft). This grant is a one-time grant without reserved rights and interests. Under the condition of meeting the effective conditions and effective arrangements, each stock option granted to the incentive object has the right to purchase RMB a common shares of 1 equity company at the exercise price within the vesting period. As of the date of promulgation of the incentive plan (Draft), the total number of subject shares involved in the equity incentive plan within the whole validity period of the company has not exceeded 10.00% of the total share capital of the company. In this equity incentive plan, the cumulative number of shares granted by any incentive object through all equity incentive plans within the validity period does not exceed 1.00% of the total share capital of the company.
After verification by our lawyers, it is believed that the total number of subject shares involved in Juneyao Grand Healthy Drinks Co.Ltd(605388) all equity incentive plans within the validity period does not exceed 10% of the total share capital of the company, and the total number of shares granted by any incentive object through all equity incentive plans within the validity period does not exceed 1.00% of the total share capital of the company, Comply with the provisions of Article 14 of the equity incentive measures.
(V) validity period, grant date, waiting period, exercisable right date and lock up period of this equity incentive plan according to the incentive plan (Draft), our lawyers believe that the validity period, grant date, waiting period, exercisable right date and lock up period of this equity incentive plan stipulated in the incentive plan (Draft) comply with Articles 13 and 16 of the equity incentive measures The provisions of articles 30 and 31.
(VI) exercise price and determination method of stock options
According to the incentive plan (Draft), the exercise price of stock options in this equity incentive plan is 20.21 yuan per share, that is, after meeting the exercise conditions, each stock option granted to the incentive object can purchase one share of the company’s shares at the price of 20.21 yuan.
According to the incentive plan (Draft), the exercise price of stock options in this equity incentive plan shall not be lower than the par value of the stock, and in principle shall not be lower than the higher of the following prices:
(I) the average trading price of the company’s shares on the trading day before the publication of the draft plan (total trading volume of shares on the previous trading day / total trading volume of shares on the previous trading day) is 20.21 yuan / share;
(II) the average trading price of the company’s shares in the 20 trading days before the publication of the draft plan (total stock trading volume in the first 20 trading days / total stock trading volume in the first 20 trading days) is 18.26 yuan / share.
Our lawyers believe that the provisions of the stock incentive plan on the exercise price and its determination method comply with the provisions of Article 29 of the equity incentive measures.
(VII) cancellation of stock options
The incentive plan (Draft) stipulates the cancellation of stock options that have not been exercised by the incentive object, the stock options whose exercise conditions have not been fulfilled, and the stock options when the company terminates the equity incentive and the incentive object does not meet the exercise conditions, which is in line with the provisions of article 32 of the equity incentive measures
