Guangdong Huashang (Changsha) law firm
Notice on Hunan Fangsheng Pharmaceutical Co.Ltd(603998) 2022 restricted stock incentive plan (Draft)
Legal opinion
March, 2002
About Guangdong Huashang (Changsha) law firm
Hunan Fangsheng Pharmaceutical Co.Ltd(603998) 2022 legal opinion on restricted stock incentive plan (Draft)
To: Hunan Fangsheng Pharmaceutical Co.Ltd(603998)
Guangdong Huashang (Changsha) law firm (hereinafter referred to as "the firm") is entrusted by Hunan Fangsheng Pharmaceutical Co.Ltd(603998) (hereinafter referred to as "the company" and " Hunan Fangsheng Pharmaceutical Co.Ltd(603998) ") to provide special legal services for the company's restricted stock incentive plan project in 2022 (hereinafter referred to as "the incentive plan", "the incentive plan" or "the plan").
Now, the lawyers of the firm, in accordance with the company law of the people's Republic of China (hereinafter referred to as the "company law"), have The securities law of the people's Republic of China (hereinafter referred to as the "Securities Law") and the measures for the administration of equity 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 This legal opinion is issued in accordance with the relevant provisions of laws, regulations, normative documents and Hunan Fangsheng Pharmaceutical Co.Ltd(603998) articles of Association (hereinafter referred to as the "articles of association"), in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry.
The Office (including the handling lawyer) declares as follows:
(I) the exchange issues legal opinions in accordance with Chinese laws, regulations, rules of local governments and departments, normative documents, relevant provisions of the CSRC and stock exchanges, and facts that have occurred or exist before the date of issuance of this legal opinion.
(II) the exchange has strictly performed its statutory duties, followed the principles of diligence and good faith, and fully verified the legality, compliance, authenticity and effectiveness of the company's behavior and this application, so as to ensure that there are no false records, misleading statements and major omissions in this legal opinion.
(III) the exchange agrees to take this legal opinion as one of the necessary documents of the company's incentive plan, report or publicly disclose it together with other application materials, and bear corresponding legal liabilities for the legal opinion issued in accordance with the law.
(IV) the legal opinion issued by the exchange is based on the company's assurance to the exchange that the company and its actual controllers, directors, supervisors, other senior managers and relevant natural persons have provided the exchange with the original written materials, copies or oral testimony that the exchange deems necessary for issuing legal opinions, which are true, complete and effective, and there is no concealment, falsehood or major omission, The signatures and / or seals on all materials are true and valid. (V) when issuing legal opinions, the exchange has fulfilled the special duty of care of legal professionals for legal professional matters and the general duty of care of ordinary people for non legal professional matters such as accounting, evaluation and credit rating.
(VI) for the fact that the legal opinion issued by the exchange is very important and cannot be supported by independent evidence, the exchange shall issue opinions according to the certificates issued by the company, relevant government departments and other relevant institutions, organizations or individuals. The evidence and materials obtained from independent third-party institutions such as state organs, organizations with the function of managing public affairs, accounting firms, asset evaluation institutions, credit rating agencies and notary institutions will be directly used as the basis for issuing legal opinions after performing the general duty of care. The reference in our legal opinions to professional documents such as capital verification report, audit report, audited financial report, audit or assurance report, asset evaluation report, credit rating report and some data and / or conclusions in the legal opinions issued by lawyers outside China does not mean that our legal opinions are true, accurate Make any express or implied guarantee of integrity and / or bear joint and several liabilities.
(VII) the exchange has not authorized any unit or individual to make any interpretation or explanation on this legal opinion. (VIII) this legal opinion is only for the purpose of the company's implementation of this incentive plan, and shall not be used for any other purpose without the written consent of the exchange.
catalogue
catalogue 3 text 4 I. The main qualification of the company to implement this incentive plan four
(I) the company is a listed company established and existing in accordance with the law four
(II) the company is not allowed to implement the equity incentive plan 6 II. Legality and compliance of this incentive plan seven
(I) main contents of this incentive plan seven
(II) the incentive object of this incentive plan eight
(III) performance appraisal system and methods of this incentive plan eight
(IV) source, type, amount and distribution of restricted shares nine
(V) validity period, grant date and lock-in period of this incentive plan ten
(VI) the grant price of restricted shares and its determination method thirteen
(VII) unlocking arrangement and assessment conditions of restricted shares thirteen
(VIII) other provisions of this incentive plan 16 III. legal procedures to be performed in this incentive plan seventeen
(I) legal procedures performed seventeen
(II) procedures to be performed 17 IV. information disclosure involved in this incentive plan 18 v. impact of this incentive plan on the interests of the company and all shareholders 18 VI. concluding observations nineteen
text
1、 The company is qualified to implement the incentive plan
(I) the company is a listed company legally established and existing
1. The company is a joint stock limited company formed by Hunan Hunan Fangsheng Pharmaceutical Co.Ltd(603998) Co., Ltd. (established on June 15, 2000, formerly known as "Changsha Yuao Pharmaceutical Co., Ltd." and "Changsha Yinhai Pharmaceutical Co., Ltd.") with the audited book net assets converted into shares as of August 31, 2009, On September 29, 2009, the industrial and commercial change registration was handled in Hunan Administration for Industry and Commerce (hereinafter referred to as "Hunan Administration for Industry and commerce").
2. On November 6, 2014, the company issued 27.26 million A-Shares for the first time and was listed on the Shanghai Stock Exchange on December 5, 2014, with the stock abbreviation of " Hunan Fangsheng Pharmaceutical Co.Ltd(603998) " and the stock code of " Hunan Fangsheng Pharmaceutical Co.Ltd(603998) " upon the approval of the document "zjxk [2014] No. 1188" of the China Securities Regulatory Commission.
3. On March 30, 2015, the 2014 annual general meeting of shareholders of the company deliberated and approved the plan on profit distribution of the company in 2014, which distributed 3 bonus shares (including tax) for every 10 shares to all shareholders based on the total share capital of the company on December 31, 2014, with a total of 3270744 shares distributed.
On August 10, 2015, the company completed the industrial and commercial change registration procedures for this bonus share distribution, and the total share capital of the company increased to 141732240 shares.
4. On April 19, 2016, the 2015 annual general meeting of shareholders of the company deliberated and approved the plan on profit distribution and capital reserve conversion to share capital of the company in 2015. Taking the total share capital of the company as 141732240 shares on December 31, 2015 as the base, the capital reserve will be converted into 20 shares for every 10 shares to all shareholders. After the conversion, the total share capital will increase from 141732240 shares to 425196720 shares.
5. On May 26, 2016, the first extraordinary general meeting of the company in 2016 passed the proposal on restricted stock incentive plan (Draft Amendment) and its summary; On May 27, 2016, the 11th meeting of the third board of directors of the company passed the proposal on granting restricted shares to incentive objects, granting 10500000 shares of restricted shares to equity incentive objects of the company. On July 19, 2016, the company announced that the final actual number of equity incentive granted was 8062000 shares. On September 27, 2016, the company completed the industrial and commercial registration procedures for the grant of restricted shares, and the company's share capital was changed to 433258720 shares.
6. On August 23, 2016, the 13th meeting of the third board of directors of the company deliberated and approved the proposal on repurchase and cancellation of some granted restricted shares. In view of the fact that some of the incentive objects of the restricted stock incentive plan implemented by the company in 2016 have resigned for personal reasons, According to the relevant provisions of the company's restricted stock incentive plan (Draft Amendment) (hereinafter referred to as the "incentive plan") and the administrative measures for the implementation and assessment of the restricted stock incentive plan (Draft Amendment), the company repurchases and cancels the 252000 restricted shares granted but not unlocked. On February 13, 2017, the company completed the industrial and commercial change registration procedures for the cancellation of this repurchase, and the company's share capital was changed to 43 Hunan Goke Microelectronics Co.Ltd(300672) 0 shares.
7. On April 17, 2017, the 19th meeting of the third board of directors of the company considered and approved the proposal on repurchase and cancellation of some granted restricted shares. In view of the fact that the company's actual performance in 2016 did not meet the relevant performance assessment conditions and the resignation of some incentive objects, it is proposed to repurchase and cancel 20702500 shares involved. On August 27, 2017, the company completed the industrial and commercial change registration procedures for the cancellation of this repurchase, and the company's share capital was changed to 430936470 shares.
8. On May 23, 2018, the 33rd meeting of the third board of directors of the company deliberated and adopted the proposal on repurchase and cancellation of some granted restricted shares. In view of the fact that the company's actual performance in 2017 did not meet the relevant performance assessment conditions and the resignation of some incentive objects, it is proposed to repurchase 2373700 shares involved in cancellation. On December 27, 2018, the company completed the industrial and commercial change registration procedures for the cancellation of this repurchase, and the company's share capital was changed to 428562720 shares.
9. On December 6, 2018, the second extraordinary general meeting of the company in 2018 deliberated and approved the proposal on Hunan Fangsheng Pharmaceutical Co.Ltd(603998) 2018 restricted stock incentive plan (Draft) and its summary; On December 12, 2018, the third extraordinary meeting of the Fourth Board of directors of the company in 2018 deliberated and approved the proposal on granting restricted shares to the objects of the 2018 restricted stock incentive plan for the first time, granting 8.06 million restricted shares to the incentive objects. On April 22, 2019, the company completed the industrial and commercial registration procedures for the grant of restricted shares, and the share capital of the company was changed to 436622720 shares.
10. On March 14, 2019, the second extraordinary meeting of the Fourth Board of directors of the company in 2019 passed the proposal on granting part of the reserved restricted shares to the objects of the 2018 restricted stock incentive plan, granting a small part of 1.2 million reserved restricted shares to the incentive objects. On August 5, 2019, the company completed the industrial and commercial registration procedures for the grant of restricted shares, and the share capital of the company was changed to 437822720 shares.
11. On April 25, 2019, the sixth meeting of the Fourth Board of directors of the company deliberated and approved the proposal on repurchase and cancellation of some granted restricted shares. In view of the non-compliance of the third performance assessment and the resignation of some incentive objects, it is proposed to repurchase 174075 shares involved in cancellation; On July 4, 2019, the sixth extraordinary meeting of the Fourth Board of directors of the company in 2019 deliberated and approved the proposal on terminating the implementation of the 2016 restricted stock incentive plan and repurchasing and canceling the granted but unlocked restricted shares, agreed to terminate the implementation of the restricted stock incentive plan, and repurchased and cancelled the remaining 162525 shares of restricted shares granted but not lifted. On April 7, 2020, the company completed the industrial and commercial change registration procedures for repurchase cancellation, and the company's share capital was changed to 434456720 shares.
12. On January 20, 2020, the first extraordinary meeting of the Fourth Board of directors of the company in 2020 deliberated and approved the proposal on repurchase and cancellation of restricted shares granted to some incentive objects for the first time and reserved grants, but the restriction has not been lifted. Due to the resignation of the incentive object and the individual performance evaluation results of the incentive object did not meet the lifting requirements, The company plans to repurchase 612000 restricted shares involved in cancellation; On April 28, 2020, the ninth meeting of the Fourth Board of directors of the company deliberated and approved the proposal on repurchase and cancellation of some granted restricted shares. Due to the resignation of incentive objects and the failure of 2019 performance to meet the assessment conditions, the company plans to repurchase and cancel the 4.415 million shares involved. On November 19, 2020, the company completed the industrial and commercial registration procedures for repurchase cancellation, and the company's share capital was changed to 429429720 shares.
13. At present, the company holds the business license with the unified social credit code of 914 Qingdao Tgood Electric Co.Ltd(300001) 83855019m issued by Hunan Administration for Industry and Commerce on January 27, 2022, and has submitted the 2020 annual report to the Administration for Industry and commerce through the national enterprise credit information publicity system and publicized it to the society.
According to the verification of the lawyers of the firm, the company is a joint stock limited company established and legally existing according to law, and there is no situation requiring termination as stipulated in laws, regulations, normative documents or the articles of association.
(II) the company is not allowed to implement the equity incentive plan
1. According to the standard unqualified "TJS [2021] No. 2-296" audit report for 2020 and "TJS [2021] No. 2-297" internal control audit report issued by Tianjian International Certified Public Accountants (special general partnership), and the lawyers of the firm have verified the company's profit distribution plan for the last three years and the company's annual report for 2020, The company is not allowed to implement the equity incentive plan as stipulated in Article 7 of the management 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.
2. According to Hunan Fangsheng
