34 / F, office building 3, Huamao center, No. 77 Jianguo Road, Chaoyang District, Beijing 100025
34/F, Tower 3, China Central Place, 77 Jianguo Road, Beijing 100025, China
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About Shandong Xinhua Pharmaceutical Company Limited(000756)
Legal opinions on matters related to the first grant of A-share stock option incentive plan in 2021
Shandong Xinhua Pharmaceutical Company Limited(000756) ：
Entrusted by your company, the exchange, 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 and the measures for the administration of equity incentive of listed companies (hereinafter referred to as the administrative measures), will grant the A-share stock option incentive plan of your company in 2021 (hereinafter referred to as the incentive plan) for the first time This legal opinion is formulated in accordance with the provisions of relevant laws, administrative regulations and normative documents such as the Trial Measures for the implementation of equity incentive by state-controlled listed companies (domestic) (hereinafter referred to as the Trial Measures), the notice on issues related to regulating the implementation of equity incentive system by state-controlled listed companies and so on.
In order to issue this legal opinion, we hereby make the following statement:
1. This legal opinion is based on the facts that have occurred or existed before the issuance date of this legal opinion, the current laws, administrative regulations, normative documents of China and the relevant provisions of the China Securities Regulatory Commission (hereinafter referred to as the CSRC), and based on our understanding of the relevant facts and the relevant current laws Issued based on the understanding of administrative regulations and normative documents.
2. In order to issue this legal opinion, we have reviewed the copies, printed copies or photocopies of several documents and materials provided by your company, the information publicly disclosed by your company and the information publicly disclosed by relevant government departments and stock exchanges. Your company guarantees that the copies, printed copies and photocopies of such documents are consistent with their originals and originals, that the information publicly disclosed is true, accurate and complete, and that all facts and documents sufficient to affect this legal opinion have been disclosed to the exchange without concealment, falsehood or misleading. For the fact that this legal opinion is very important and cannot be supported by independent evidence, we rely on the supporting documents issued by relevant government departments, your company and other relevant units.
3. This legal opinion only expresses opinions on legal issues related to the first grant of this incentive plan, and does not express opinions on accounting audit, asset evaluation, financial analysis, profit forecast, investment decision-making, business development and other non legal matters and reports. The quotation of some data and conclusions in relevant accounting statements, audit reports, asset evaluation reports or business reports in this legal opinion does not mean that the exchange makes any express or implied guarantee for the authenticity, accuracy and completeness of these data and conclusions. The firm and its lawyers are not qualified to verify and evaluate such data, reports and conclusions.
4. The exchange has strictly performed its statutory duties, followed the principles of diligence and good faith, fully verified the legality, compliance, authenticity and effectiveness of the matters related to the first grant of the incentive plan by your company, and guaranteed 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 material omissions.
5. This legal opinion is only for the purpose of the first grant of this incentive plan by your company, and shall not be used by anyone for any other purpose. We agree to take this legal opinion as a necessary legal document for your company's incentive plan, and are willing to bear corresponding legal liabilities for the legal opinions issued according to law.
In accordance with the requirements of Article 19 of the securities law and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, we have verified and verified the relevant documents and facts provided by your company. We express the following legal opinions on the first grant of the incentive plan of your company:
1、 Approval and authorization granted for the first time in this incentive plan
1.1 according to your confirmation and proper verification by the exchange, your company has obtained the following approval and authorization for the first grant:
1.1.1 your company held the fourth extraordinary meeting of the 10th board of directors in 2021 on October 28, 2021, and deliberated and adopted the proposal on Shandong Xinhua Pharmaceutical Company Limited(000756) 2021 A-share stock option incentive plan (Draft) (hereinafter referred to as incentive plan (Draft)) and its summary The proposal on Shandong Xinhua Pharmaceutical Company Limited(000756) 2021 A-share stock option incentive plan implementation assessment management measures (hereinafter referred to as the incentive plan implementation assessment management measures), the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company's 2021 A-share stock option incentive plan, and other relevant proposals. On the same day, the independent directors of your company expressed independent opinions on matters related to this incentive plan.
1.1.2 your company held the third extraordinary meeting of the 10th board of supervisors in 2021 on October 28, 2021, and considered and adopted the proposal on incentive plan (Draft) and its summary, the proposal on management measures for implementation and assessment of incentive plan Proposal on verifying the list of incentive objects first granted under the Shandong Xinhua Pharmaceutical Company Limited(000756) 2021 A-share stock option incentive plan and other relevant proposals.
1.1.3 on November 25, 2021, your company obtained the reply on Shandong Xinhua Pharmaceutical Company Limited(000756) implementation of equity incentive (Hualu holding Fa [2021] No. 80) issued by the controlling shareholder Hualu Holding Group Co., Ltd. (hereinafter referred to as Hualu holding). After being filed by the state owned assets supervision and Administration Commission of Shandong Provincial People's government, Hualu holding agreed to your company's implementation of this incentive plan in principle.
1.1.4 on December 25, 2021, the board of supervisors of your company issued the review opinions and publicity statement on the list of incentive objects granted for the first time in the 2021 A-share stock option incentive plan. The incentive objects listed in this incentive plan meet the conditions specified in relevant laws, regulations and normative documents, and their subject qualification as incentive objects of this incentive plan is legal Effective.
1.1.5 your company held the first extraordinary general meeting in 2021, the second A-share general meeting in 2021 and the second H-share general meeting in 2021 on December 31, 2021, and considered and adopted the proposal on incentive plan (Draft) and its summary, the proposal on management measures for implementation and assessment of incentive plan Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company's stock option incentive plan and other relevant proposals.
1.1.6 your company held the 7th extraordinary meeting of the 10th board of directors in 2021 on December 31, 2021, and deliberated and adopted the proposal on granting 2021 A-share stock option to incentive objects for the first time. On the same day, the independent directors of your company expressed independent opinions on matters related to the first grant of this incentive plan.
1.1.7 your company held the 7th extraordinary meeting of the 10th board of supervisors in 2021 on December 31, 2021, deliberated and adopted the proposal on the first granting of 2021 A-share stock options to incentive objects, and expressed verification opinions on the list of incentive objects granted by your company for the first time on the same day.
1.2 the exchange believes that the first grant of the incentive plan of your company has obtained the necessary approval and authorization at the present stage, which is in line with the relevant provisions of the company law, the management measures, the trial measures, the articles of association of your company and the incentive plan (Draft).
2、 The grant date of the first grant of this incentive plan
2.1 according to the approval and authorization of the company's first extraordinary general meeting in 2021, the second A-share class general meeting in 2021 and the second H-share class general meeting in 2021, the proposal on granting A-share stock options to incentive objects for the first time in 2021 was deliberated and adopted at the seventh extraordinary meeting of the 10th board of directors in 2021, It is agreed to determine December 31, 2021 as the first grant date. The independent directors of your company have expressed independent opinions on the above matters.
2.2 the seventh extraordinary meeting of the 10th board of supervisors of your company in 2021 deliberated and adopted the proposal on the first grant of 2021 A-share stock option to incentive objects, and agreed to take December 31, 2021 as the first grant date.
2.3 according to the confirmation of your company and the appropriate verification of the exchange, the first grant date determined by the board of directors of your company is the trading day, within 60 days from the date when the equity incentive plan is deliberated and approved by the general meeting of shareholders of your company, and is not within the period during which stock options shall not be granted as stipulated in the incentive plan (Draft).
2.4 the exchange believes that the determination of the grant date of the first award of your company's incentive plan complies with the relevant provisions of the administrative measures, trial measures and incentive plan (Draft).
3、 Objects and quantity of awards granted for the first time in this incentive plan
3.1 the 7th extraordinary meeting of the 10th board of directors of your company in 2021 deliberated and approved the proposal on granting 2021 A-share stock options to incentive objects for the first time, and agreed to grant 23.15 million stock options to 196 eligible incentive objects. The independent directors of your company have expressed independent opinions on the above matters. 3.2 the seventh extraordinary meeting of the 10th board of supervisors of your company in 2021 deliberated and approved the proposal on granting 2021 A-share stock options to incentive objects for the first time, and agreed to grant 23.15 million stock options to 196 eligible incentive objects.
3.3 the exchange believes that the determination of the incentive objects and the number of awards granted for the first time in the incentive plan of your company has performed the necessary procedures, and complies with the relevant provisions of the management measures, the trial measures and the incentive plan (Draft).
4、 Conditions for the first grant of this incentive plan
4.1 according to the confirmation of your company and the appropriate verification of the exchange, the following grant conditions specified in the incentive plan (Draft) of your company have been achieved:
4.1.1 according to your 2020 annual report, your confirmation and appropriate verification by the exchange, your company has not encountered any of the following circumstances:
(1) An audit report with a negative opinion or unable to express an opinion on the financial and accounting report of the most recent fiscal year 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 36 months after listing;
(4) Equity incentive is not allowed according to laws and regulations;
(5) Other circumstances recognized by the CSRC.
4.1.2 according to the confirmation of your company and the appropriate verification of the exchange, the incentive object granted by your company for the first time does not have any of the following circumstances:
(1) Being identified as inappropriate by the stock exchange within the last 12 months;
(2) It has been identified as an inappropriate candidate by the CSRC and its dispatched offices within the last 12 months;
(3) Being administratively punished by the CSRC and its dispatched offices or taking market entry prohibition measures for major violations of laws and regulations within the last 12 months;
(4) Those who are not allowed to serve as directors or senior managers of the company as stipulated in the company law; (5) Those who are not allowed to participate in equity incentive of listed companies according to laws and regulations;
(6) Other circumstances recognized by the CSRC.
4.1.3 according to your 2020 annual report, your confirmation and appropriate verification by the exchange, the performance assessment conditions granted by your company for the first time in this incentive plan meet the standard, that is, the net profit in 2020 is not less than 280 million yuan; Based on the dividend per share in 2019, the growth rate of dividend per share in 2020 shall not be less than 20%; And the above indicators are not lower than the average level of the same industry.
4.2 the exchange believes that, as of the date of issuance of this legal opinion, all the conditions for the first award of your company's incentive plan have been achieved and comply with the relevant provisions of the management measures, trial measures and incentive plan (Draft).
5、 Concluding observations
In conclusion, the exchange believes that (1) the first grant of the incentive plan of your company has obtained the necessary approval and authorization at this stage, which is in line with the relevant provisions of the company law, the management measures, the trial measures, the articles of association of your company and the incentive plan (draft); (2) The date, object and quantity of the first award of your company's incentive plan comply with the relevant provisions of the administrative measures, trial measures and incentive plan (Draft); (3) All the conditions for the first award of the incentive plan of your company have been achieved and comply with the relevant provisions of the management measures, trial measures and incentive plan (Draft); (4) For the first grant of this incentive plan, your company still needs to fulfill the obligation of information disclosure and handle the grant registration according to law.
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