Floor 12-14, building 2, international trade office building, No. 1, Jianguomenwai street, Beijing, China 100004
12-14th Floor, China World Office 2, No. 1 Jianguomenwai Avenue, Beijing 100004, China
Tel: + 86 1065637181 Fax: + 86 1065693838
Email: [email protected]. Website: www.tongshang.com com.
Beijing Tongshang law firm
About Bloomage Biotechnology Corporation Limited(688363)
Adjust the first grant price of the restricted stock incentive plan in 2021
Cancelled part of the restricted shares that have been granted but not yet vested
And achievements of the first vesting period of the first part of the first vesting period
Legal opinion
To: Bloomage Biotechnology Corporation Limited(688363)
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”) and the measures for the administration of equity incentive of listed companies (hereinafter referred to as the “measures for the administration of equity incentive”) Laws, administrative regulations, departmental rules and normative documents (hereinafter referred to as “laws and regulations”) and Bloomage Biotechnology Corporation Limited(688363) articles of Association (hereinafter referred to as “articles of association”), such as the Listing Rules of Shanghai Stock Exchange on the Kechuang board (hereinafter referred to as “Listing Rules”) and the self regulatory guide for listed companies on the Kechuang board No. 4 – disclosure of equity incentive information (hereinafter referred to as “disclosure guide”) According to the relevant provisions of the Bloomage Biotechnology Corporation Limited(688363) 2021 restricted stock incentive plan (hereinafter referred to as the “incentive plan”), Beijing Tongshang law firm (hereinafter referred to as the “firm”) accepts the entrustment of Bloomage Biotechnology Corporation Limited(688363) (hereinafter referred to as the “company” or ” Bloomage Biotechnology Corporation Limited(688363) “), Served as the special legal adviser of the company’s restricted stock incentive plan in 2021 (hereinafter referred to as “this incentive plan”, “this incentive plan” or “this plan”), and adjusted the initial grant price of the company under this incentive plan (hereinafter referred to as “this adjustment”) The relevant documents and facts provided by the company have been verified and verified in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, Issue this legal opinion.
In order to issue this legal opinion, the firm and its lawyers have obtained the following guarantees: 1. The seals and signatures of the company and relevant companies and relevant personnel on the documents provided by the company to the firm and its lawyers are true and effective, and the authorization that should be obtained has been obtained; 2. The documents provided by the company to the firm and its lawyers are true, accurate and complete, and the contents recorded in the documents are comprehensive, accurate and true; The copies of these documents are consistent with their original, and the original and copy are consistent; 3. The written statements, explanations, confirmations and commitments made by the company, relevant companies and relevant personnel to the firm and its lawyers are true, accurate, comprehensive and complete, and there is no falsehood, major omission or misleading; 4. The documents and materials provided by the company to the firm and its lawyers are consistent with the documents and materials obtained by the company from the initial providers of such documents and materials, and have not been changed, deleted, omitted or concealed in any form and substance, And has provided or disclosed other auxiliary documents or information related to such documents and materials to the firm and its lawyers as reasonably required by the firm and its lawyers, so as to avoid the firm and its lawyers from affecting their reasonable understanding, judgment and reference of such documents and materials due to the inaccuracy, incompleteness and / or incompleteness of such documents and materials or information.
In order to issue this legal opinion, we and our lawyers hereby declare as follows: 1. This legal opinion is issued in accordance with the facts that have occurred or exist before the date of issuance and in accordance with the laws, regulations and normative documents in force at that time or in force in China. We and our lawyers only properly check the instructions, certificates, licenses, replies, replies and other documents issued by relevant government departments (including but not limited to the administrative department of industry and commerce registration), and have no right to further check the legality and legitimacy of the performance of public rights by such government departments. Therefore, whether these documents are true, accurate, comprehensive Complete without any responsibility; 2. Our understanding and judgment of the relevant facts involved in this legal opinion ultimately depend on the documents, materials, statements, explanations, confirmations and commitments provided to us by the company, and it has guaranteed the authenticity, completeness and accuracy of such documents, materials, statements, explanations, confirmations and commitments to us. For the fact that this legal opinion is very important and cannot be supported by independent evidence, the exchange relies on the certificates, instructions or commitments issued by relevant government departments, companies, other relevant units or other relevant personnel, as well as relevant documents and information such as the information publicized on the website of relevant government departments.
3. This legal opinion only expresses opinions on the relevant legal matters related to Bloomage Biotechnology Corporation Limited(688363) implementation of this adjustment, this cancellation and this attribution, and does not express opinions on the professional reports issued by other intermediaries; For the contents of professional reports quoted in some chapters of this legal opinion, the firm and its lawyers rely on the professional reports issued by these intermediaries. However, such references do not indicate that the firm and its lawyers make any express or implied judgment, confirmation, guarantee and commitment to the authenticity and accuracy of the professional reports issued by such intermediaries. 4. If there are legal defects or other contrary evidence in the documents and materials in the front row, or the foregoing statements and guarantees are not tenable, unclear or false, the relevant statements and conclusions of this legal opinion need to be revised, and our lawyers have the right to issue a special legal opinion to supplement, explain or correct according to the new confirmed facts.
5 the exchange and its lawyers agree to take this legal opinion as one of the necessary documents for the company to implement this adjustment, this cancellation and this ownership, submit it to Shanghai Stock Exchange (hereinafter referred to as “Shanghai Stock Exchange”) along with other application materials for announcement, and bear corresponding responsibilities for the legal opinions issued by the exchange according to law. 6 this legal opinion is only used by the company for the purpose of implementing this adjustment, this cancellation and this attribution. It shall not be used for any other purpose, or quoted and relied on by any other person without the written consent of the exchange and its lawyers. 7. The abbreviations of “interpretation” of relevant names in this legal opinion, including but not limited to the abbreviations of relevant companies, enterprises and government agencies, are the same as those in the incentive plan unless the context clearly indicates otherwise.
Based on the above representations and warranties, in accordance with the business standards, ethics and diligence recognized by the lawyer industry, we hereby issue the following legal opinions:
1、 Approval and decision-making procedures for this incentive plan, the first grant of restricted shares, this adjustment, this cancellation and this ownership
After verification by our lawyers, as of the issuance date of this legal opinion, the approval and decision-making procedures of the company on this incentive plan, the first grant of restricted shares, this adjustment, this cancellation and this ownership are as follows:
1. The remuneration and assessment committee of the board of directors of the company reviewed and approved the proposal on the company’s restricted stock incentive plan in 2021 (Draft) and its summary and the proposal on the measures for the administration of the implementation and assessment of the company’s restricted stock incentive plan in 2021, which were submitted to the board of directors of the company for deliberation.
2 on January 18, 2021, the company held the 19th meeting of the first board of directors, The proposal on the company’s 2021 restricted stock incentive plan (Draft) and its summary, the proposal on the measures for the implementation and assessment of the company’s 2021 restricted stock incentive plan, and the proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive were reviewed and approved. The independent directors of the company have expressed their independent opinions on the above matters.
3 on January 18, 2021, the board of supervisors of the company held the 14th meeting of the first board of supervisors, The proposal on the company’s 2021 restricted stock incentive plan (Draft) and its summary, the proposal on the measures for the implementation and assessment of the company’s 2021 restricted stock incentive plan, the proposal on verifying the list of incentive objects of the company’s 2021 restricted stock incentive plan and other relevant proposals were reviewed and approved, The board of supervisors of the company checked the relevant matters of the incentive plan and issued relevant verification opinions.
4 on January 19, 2021, the company confirmed that it had publicized the list of incentive objects first granted by the restricted stock incentive plan in 2021 in the company’s office from January 19, 2021 to January 28, 2021.
5 on January 29, 2021, the company disclosed the announcement and verification opinions of the board of supervisors on the list of incentive objects first granted by the company’s restricted stock incentive plan in 2021 on the website of Shanghai Stock Exchange. 6 on February 3, 2021, the first extraordinary general meeting of the company in 2021 deliberated and approved the proposal on the company’s restricted stock incentive plan in 2021 (Draft) and its summary, and the proposal on the company’s assessment and management measures for the implementation of the restricted stock incentive plan in 2021 The proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive authorizes the board of directors to determine the grant date of the plan and authorize the board of directors to manage and adjust the plan. Independent directors publicly solicited entrusted voting rights from all shareholders.
7 on March 10, 2021, the 21st Meeting of the first board of directors of the company deliberated and approved the proposal on the first grant of restricted shares to incentive objects. The board of directors considered that the grant conditions specified in the incentive plan had been met and agreed to determine March 10, 2021 as the first grant date and the grant price
For 78 yuan / share, 3.84 million restricted shares were granted to 206 incentive objects. On the same day, the independent directors of the company expressed independent opinions on the above-mentioned first grant; The 15th meeting of the first board of supervisors of the company deliberated and adopted the proposal on granting restricted shares to incentive objects for the first time.
8. On March 10, 2022, the 29th meeting of the first board of directors of the company deliberated and adopted the proposal on adjusting the first grant price of the restricted stock incentive plan in 2021 The board of directors agreed to adjust the first grant price of this incentive plan to 77.59 yuan / share in accordance with the proposal on Abolishing the part of restricted shares granted but not yet vested in the 2021 restricted stock incentive plan and the proposal on meeting the vesting conditions in the first vesting period of the first grant part of the 2021 restricted stock incentive plan; Agree to cancel 186410 shares of restricted shares granted to the incentive object but cannot be vested due to resignation, and 10800 shares of restricted shares granted to the incentive object but cannot be vested due to assessment; It is considered that the vesting conditions specified in the first vesting period of restricted shares granted by the company for the first time in this incentive plan have been met, and the number of restricted shares that can be vested this time is 1085277. It is agreed that the company will handle matters related to the vesting of 191 eligible incentive objects in accordance with the relevant provisions of this incentive plan. 9 on March 10, 2022, the independent directors of the company expressed independent opinions on this adjustment, this cancellation and this ownership.
On March 10, 2022, the 24th Meeting of the first board of supervisors of the company deliberated and adopted the proposal on adjusting the first grant price of the restricted stock incentive plan in 2021 Proposal on Abolishing part of the restricted shares granted but not yet vested in the restricted stock incentive plan in 2021 and proposal on meeting the vesting conditions in the first vesting period of the first vesting part of the restricted stock incentive plan in 2021; On the same day, the board of supervisors of the company issued the verification opinions of Bloomage Biotechnology Corporation Limited(688363) board of supervisors on the ownership list of the first vesting period of the company’s restricted stock incentive plan for the first time in 2021.
Related directors and related shareholders have abstained from voting when considering the above related proposals.
To sum up, our lawyers believe that the company has performed the necessary approval and decision-making procedures for this adjustment, this cancellation and this attribution, which is in line with the relevant provisions of laws, regulations, normative documents such as the measures for the administration of equity incentive and the incentive plan.
2、 Details of this adjustment
According to the proposal on the company’s 2020 profit distribution plan deliberated and adopted at the Bloomage Biotechnology Corporation Limited(688363) 2020 annual general meeting of shareholders, the company will distribute a cash dividend of 4.1 yuan (including tax) for every 10 shares based on the total share capital registered on the date of equity distribution. On July 9, 2021, the company disclosed the announcement on the implementation of annual equity distribution in 2020. The equity registration date is July 15, 2021 and the ex right (interest) date
