Shanghai jintiancheng law firm
About Shanghai Rightongene Biotechnology Co.Ltd(688217)
2022 restricted stock incentive plan (Draft)
Legal opinion
Address: 11/12 level, Shanghai Center Tower, 501 Yingcheng Middle Road, Pudong New Area, Shanghai.
Tel: 02120511000 Fax: 02120511999
Postal Code: 200120
...... 2...... 4...... five
...... five
...... six
...... twenty-seven
...... thirty-one
...... thirty-one
...... thirty-two
...... thirty-two
...... thirty-two
...... thirty-three
two thousand and twenty-two
Case No.: 01f20221079 Shanghai jintiancheng law firm (hereinafter referred to as "jintiancheng" or "the firm") accepted the entrustment of Shanghai Rightongene Biotechnology Co.Ltd(688217) (hereinafter referred to as "the company" or " Shanghai Rightongene Biotechnology Co.Ltd(688217) ") to act as the legal adviser of the company's "2022 restricted stock incentive plan" (hereinafter referred to as "the 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") and the measures for the administration of equity incentive of listed companies (hereinafter referred to as the "administrative measures") In accordance with the provisions of relevant laws and regulations such as the Listing Rules of Shanghai Stock Exchange on the Kechuang board (hereinafter referred to as the "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 the "regulatory guide"), and in accordance with the business standards, ethics and diligence recognized by the lawyer industry, Issue this legal opinion for the company's incentive plan. In order to issue this legal opinion, our lawyers have reviewed the Shanghai Rightongene Biotechnology Co.Ltd(688217) 2022 restricted stock incentive plan (Draft) (hereinafter referred to as the "incentive plan (Draft)"), the measures for the administration of the implementation of Shanghai Rightongene Biotechnology Co.Ltd(688217) 2022 restricted stock incentive plan (hereinafter referred to as the "measures for the administration of assessment"), the relevant documents of the board of directors The meeting documents of the board of supervisors, the independent opinions of independent directors and other documents that the lawyers of the exchange think need to be reviewed, and the relevant facts and materials were verified and verified by querying the public information of government departments.
Declaration matters
For this legal opinion, the office and the handling lawyer hereby make the following statement:
1、 The firm and its handling lawyers express legal opinions based on the provisions of laws and regulations such as the company law, the securities law, the administrative measures, the regulatory guide, the administrative measures for law firms engaging in securities legal business, the practicing rules for securities legal business of law firms (for Trial Implementation) and the facts that have occurred or exist before the issuance date of this legal opinion.
2、 The firm and its handling lawyers have strictly performed their statutory duties in accordance with the provisions of relevant laws and regulations, followed the principles of diligence and good faith, and conducted sufficient verification and verification 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.
3、 The firm and the handling lawyer only express opinions on the relevant legal matters of the company's incentive plan, and do not express opinions on professional matters such as accounting and auditing. The firm and the handling lawyer do not have the legal qualification to check and judge these professional matters. The statements and data related to such professional matters or the references to the contents of professional reports such as accounting reports and audit reports in this legal opinion by the office and the handling lawyer do not mean that the office and the handling lawyer make any express or implied guarantee for the authenticity and effectiveness of these references. 4、 The company has guaranteed that the information, documents or materials related to this legal opinion provided to the exchange are true, accurate, complete and effective, and there are no false records, misleading statements or major omissions; If the documents are copies or copies, the contents are consistent with the original or the original; The signatories of all documents have full civil capacity, and their signing has been properly and effectively authorized; The signatures and seals on all documents or materials are authentic.
5、 For the fact that this legal opinion is very important and cannot be supported by independent evidence, the office and the handling lawyer rely on the certificates or confirmations issued or provided by relevant government departments, relevant units or relevant persons and the publicly available information of the competent department to express legal opinions, and the authenticity, effectiveness, integrity and The accuracy shall be borne by the unit or person issuing such certificate, confirmation document or publishing such public information.
6、 The exchange agrees to take this legal opinion as a necessary legal document for the company's incentive plan and report it to Shanghai stock exchange together with other materials for relevant information disclosure.
7、 This legal opinion is only for the purpose of the company's incentive plan and shall not be used for any other purpose without the written consent of the exchange.
Based on the above, the exchange and its handling lawyers issue this legal opinion in accordance with relevant laws, regulations, rules and relevant provisions of the CSRC and the Shanghai Stock Exchange, in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry.
interpretation
In this legal opinion, unless the context otherwise requires, the following words or abbreviations have the following meanings:
This office and jintiancheng refer to Shanghai jintiancheng law firm
The lawyer of this firm refers to the handling lawyer of Shanghai jintiancheng law firm
Shanghai Rightongene Biotechnology Co.Ltd(688217) / company / the company refers to Shanghai Rightongene Biotechnology Co.Ltd(688217) company / listed company
Incentive plan (Draft) refers to the Shanghai Rightongene Biotechnology Co.Ltd(688217) 2022 restricted stock incentive plan (Draft)
This incentive plan / restricted stock incentive plan refers to Shanghai Rightongene Biotechnology Co.Ltd(688217) 2022 restricted stock incentive plan stock incentive plan
Restricted stocks / the second category of incentive objects that meet the grant conditions of the incentive plan, after meeting the corresponding benefit conditions, refer to
Shares of the company acquired and registered in batches of restricted shares
According to the provisions of this incentive plan, the senior managers and incentive objects of the company who obtain restricted shares refer to
Core technical personnel, technical and business backbone personnel
The assessment management measures refer to the assessment management measures for the implementation of Shanghai Rightongene Biotechnology Co.Ltd(688217) 2022 restricted stock incentive plan
CSRC refers to the China Securities Regulatory Commission
Shanghai Stock Exchange / stock exchange refers to Shanghai Stock Exchange
The articles of association refers to the Shanghai Rightongene Biotechnology Co.Ltd(688217) articles of association
Company Law refers to the company law of the people's Republic of China
Securities Law refers to the securities law of the people's Republic of China
The Administrative Measures refer to the administrative measures for equity incentive of listed companies
The Listing Rules refer to the Listing Rules of Shanghai Stock Exchange's Sci tech Innovation Board (revised in 2020)
The regulatory guide refers to the self regulatory guide for listed companies on the science and Innovation Board No. 4 - disclosure of equity incentive information
Law firm practice
Refers to the measures for the administration of law firms engaging in securities legal business
Measures for the practice of law firms
Refers to the practicing rules for securities legal business of law firms (for Trial Implementation)
Rules
Yuan and 10000 yuan refer to RMB yuan and 10000 yuan
The people's Republic of China (for the purpose of this legal opinion, excluding the Hong Kong Special Administrative Region)
Region, Macao Special Administrative Region and Taiwan)
Chinese mainland laws, administrative regulations, local laws, regulations and other regulations, China's laws
Normative document
In this legal opinion, if there are differences in the mantissa between the sum of some total numbers and each detailed number, these differences are caused by rounding.
Text
1. According to the information provided by the company and verified by our lawyers, Shanghai Rightongene Biotechnology Co.Ltd(688217) is a joint stock limited company initiated and established by its predecessor Shanghai ruiang Biotechnology Co., Ltd. in the form of overall change on December 19, 2018.
2. With the approval of China Securities Regulatory Commission's zjxk [2021] No. 1126 document, Shanghai Rightongene Biotechnology Co.Ltd(688217) issued 13.9 million RMB common shares to the public. On May 17, 2021, Shanghai Rightongene Biotechnology Co.Ltd(688217) shares were listed on the Shanghai Stock Exchange. The stock is abbreviated as " Shanghai Rightongene Biotechnology Co.Ltd(688217) " and the stock code is " Shanghai Rightongene Biotechnology Co.Ltd(688217) ".
3. Shanghai Rightongene Biotechnology Co.Ltd(688217) now holds the business license (Unified Social Credit Code: 9131012059 Guangzhou Jinyi Media Corporation(002905) 6k) issued by Shanghai market supervision and Administration Bureau on July 22, 2021, with a registered capital of 55577060 yuan. The company type is a joint stock limited company (joint venture and listing between Hong Kong, Macao, Taiwan and China), and the legal representative is Xiong Hui, The domicile is building 3, No. 6055, Jinhai Road, Fengxian District, Shanghai. Business scope: technical consultation, technology development, self owned technology transfer and technical services in the fields of biotechnology, pharmaceutical technology, medical equipment technology and instrument technology (except the development and application of human stem cells and gene diagnosis and treatment technology); Wholesale, import and export of laboratory equipment, chemical raw materials and products (except dangerous chemicals and civil explosives), pharmaceutical intermediates (except drugs) and kits (except medical devices), and provide relevant supporting services; Manufacturing and sales of kits (except medical devices) self-produced products of the company (limited to branches); Operation of medical devices (see license for details). If the project involves commodities, it can be operated in accordance with the relevant provisions of the state [if the project involves commodities, it shall be operated in accordance with the relevant administrative license; if the project involves commodities, it shall be operated in accordance with the relevant provisions of the state]. The business term is from February 20, 2012 to no agreed period.
According to the articles of association, the relevant announcements issued by Shanghai Rightongene Biotechnology Co.Ltd(688217) and the written confirmation of Shanghai Rightongene Biotechnology Co.Ltd(688217) and verified by the lawyers of this firm, Shanghai Rightongene Biotechnology Co.Ltd(688217) does not have the following circumstances that equity incentive shall not be implemented 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.
After verification by the lawyers of the firm, Shanghai Rightongene Biotechnology Co.Ltd(688217) held the second meeting of the second board of directors on March 10, 2022, deliberated and approved the incentive plan (Draft) prepared by the remuneration and assessment committee of the board of directors of the company. The incentive plan (Draft) is divided into 14 chapters, which are respectively "interpretation", "purpose and principle of the incentive plan", "management organization of the incentive plan", "basis and scope of incentive object", "incentive mode, source, quantity and distribution of restricted shares", "validity period, grant date, ownership arrangement and lock up period of the incentive plan" "The granting price of restricted shares and the determination method of the granting price", "the granting and attribution conditions of restricted shares", "the implementation procedure of the restricted stock incentive plan", "the adjustment method and procedure of the restricted stock incentive plan", "the accounting treatment of restricted shares", "the respective rights and obligations of the company / incentive object" "Handling of changes in the company / incentive object" and "Supplementary Provisions".
one
According to the incentive plan (Draft), the purpose of this incentive plan is to further establish and improve the company's long-term incentive mechanism, attract and retain excellent talents, fully mobilize the enthusiasm of the company's employees, effectively combine the interests of shareholders, the company and employees' personal interests, and make all parties pay common attention to the long-term development of the company.
two
(1) Determination basis of incentive object
① Legal basis for determining incentive objects
According to the incentive plan (Draft), the incentive objects of the incentive plan are determined in accordance with the company law, securities law, administrative measures, listing rules, regulatory guidelines and other relevant laws, regulations, normative documents and the articles of association, and in combination with the actual situation of the company.
② Job basis for determining incentive objects
According to the incentive plan (Draft), the incentive objects of the incentive plan for the first time are the company's senior managers, core technicians, technical and business backbone personnel (the incentive objects are not limited)
