Beijing Tianyuan law firm
About Cansino Biologics Inc(688185) Jinyu Bio-Technology Co.Ltd(600201) company
The restricted stock incentive plan in 2021 cancels some restricted stocks
Legal opinion
Beijing Tianyuan law firm
10th floor, The Pacific Securities Co.Ltd(601099) insurance building, No. 28, Fengsheng Hutong, Xicheng District, Beijing
Postal Code: 100032
Beijing Tianyuan law firm
About Cansino Biologics Inc(688185) Jinyu Bio-Technology Co.Ltd(600201) company
The restricted stock incentive plan in 2021 cancels some restricted stocks
Legal opinion
Jtgz (2021) No. 508-2 to: Cansino Biologics Inc(688185) Jinyu Bio-Technology Co.Ltd(600201) company
Beijing Tianyuan law firm (hereinafter referred to as “the firm”) accepts the entrustment of Cansino Biologics Inc(688185) Jinyu Bio-Technology Co.Ltd(600201) company (hereinafter referred to as ” Cansino Biologics Inc(688185) ” or “the company”) to act as the special Chinese legal adviser for the company’s restricted stock incentive plan in 2021 and issue legal opinions.
The firm and its handling lawyers shall, in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of equity incentive of listed companies, the Listing Rules of Shanghai Stock Exchange, the measures for the administration of law firms engaged in securities legal business, the self regulatory guide for listed companies on the science and Innovation Board No. 4 – disclosure of equity incentive information and other laws Laws and regulations, relevant provisions of the China Securities Regulatory Commission and the facts that have occurred or exist before the date of issuance of this legal opinion, this legal opinion is issued 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 have the following meanings: Cansino Biologics Inc(688185) , company and listed company refer to Cansino Biologics Inc(688185) Jinyu Bio-Technology Co.Ltd(600201) company’s incentive plan, this incentive plan refer to Cansino Biologics Inc(688185) Jinyu Bio-Technology Co.Ltd(600201) company’s 2021 restricted stock incentive plan and this plan
Restricted stock incentive in 2021 refers to the plan (Draft) of the 2021 restricted stock incentive plan (Draft) of Cansino Biologics Inc(688185) Jinyu Bio-Technology Co.Ltd(600201) company
Restricted stock and the second type of restricted stock refer to the company’s shares obtained and registered by the incentive objects who meet the grant conditions of the incentive plan after meeting the corresponding attribution conditions of the restricted stock
Incentive object refers to the person who is considered by the board of directors of the company to need incentive according to the provisions of this incentive plan
According to the resignation of some incentive objects and the current performance of the company, 470940 restricted shares have been granted but not yet vested
First grant refers to the first grant of restricted shares by the company to the incentive object
This reserved grant means that the company grants some reserved restricted shares to incentive objects
The adjustment and grant of the incentive plan refers to the adjustment of the incentive plan, the first grant and the reserved grant
Grant date refers to the date on which the company grants restricted shares to incentive objects
The articles of association refers to the articles of association of Cansino Biologics Inc(688185) Jinyu Bio-Technology Co.Ltd(600201) company
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
Listing Rules refers to the Listing Rules of Shanghai Stock Exchange’s Sci tech innovation board
The disclosure guide refers to the self regulatory guide for listed companies on the science and Innovation Board No. 4 – disclosure of equity incentive information
CSRC refers to the China Securities Regulatory Commission
Shanghai stock exchange refers to Shanghai Stock Exchange
Beijing Tianyuan law firm
Yuan means RMB yuan
Statement
In order to issue this legal opinion, our lawyer hereby makes the following statement:
1. In accordance with the provisions of the securities law, the company law, the administrative measures, the listing rules, the administrative measures for securities legal business of law firms and the practicing rules for securities legal business of law firms (for Trial Implementation), as well as the facts that have occurred or exist before the date of issuance of this legal opinion, the firm and its lawyers have strictly performed their statutory duties and followed the principles of diligence, responsibility and good faith, We have fully verified and verified the approval and authorization of this cancellation, the reasons and quantity of this cancellation and other matters that need to be expressed in this legal opinion, so as to ensure that the facts identified in this legal opinion are true, accurate and complete, the issued concluding opinions are legal and accurate, and there are no false records, misleading statements or major omissions, and bear corresponding legal responsibilities.
2. In order to issue this legal opinion, our lawyers consulted the documents that need to be consulted according to the provisions and other documents that our lawyers consider necessary in accordance with the measures for the administration of law firms engaging in securities legal business and the rules for the practice of securities legal business of law firms (for Trial Implementation). On the basis that the company guarantees to provide the original written materials, copies, copies and confirmation documents required by the exchange for the issuance of this legal opinion, that the documents and materials provided to the exchange are true, accurate, complete and effective, without concealed records, false statements and major omissions, and that the documents and materials are copies or copies, which are consistent and consistent with the original, the exchange is reasonable Full use has been made of methods including but not limited to interview, written examination, inquiry and review to verify and confirm the relevant facts.
3. The exchange only gives legal opinions on the legal issues related to this cancellation, and does not give opinions on the rationality of the subject stock value, assessment standards and other issues involved in this cancellation, as well as accounting, auditing, finance and other non legal professional matters. When quoting relevant financial data or conclusions in this legal opinion, the exchange has fulfilled the obligation of ordinary care, but such quoting is not regarded as any express or implied guarantee for the authenticity and accuracy of these data and conclusions. For the fact that it is very important to issue this legal opinion and cannot be supported by independent evidence, the exchange relies on the supporting documents issued by relevant government departments, companies or other relevant institutions to issue legal opinions.
4. This legal opinion is only used by the company for the purpose of canceling some restricted shares this time, and shall not be used by anyone for any other purpose.
Prepare legal documents, report or announce them together with other materials, and bear corresponding legal responsibilities according to law.
Text
1、 Approval and authorization of the incentive plan and some of the cancelled restricted shares
According to the information provided by the company and verified by our lawyers, as of the date of issuance of this legal opinion, the company has performed the following approvals and authorizations on the adjustment of this incentive plan and the cancellation of some restricted shares:
1. On August 20, 2021, the company held the fifth interim meeting of the second board of directors, deliberated and approved the proposal on the company’s restricted stock incentive plan in 2021 (Draft) and its summary, the proposal on the measures for the implementation and assessment of the company’s restricted stock incentive plan in 2021, and the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive, The independent directors of the company have expressed independent opinions on matters related to the incentive plan.
2. On August 20, 2021, the company held the seventh meeting of the second session of the board of supervisors, deliberated and adopted the proposal on the company’s restricted stock incentive plan (Draft) in 2021 and its summary, the proposal on the measures for the implementation and assessment of the company’s restricted stock incentive plan in 2021, and the proposal on verifying the list of incentive objects of the company’s restricted stock incentive plan in 2021; On the same day, the board of supervisors of the company made comments after checking the incentive plan.
3. On August 21, 2021, the company posted on the website of Shanghai Stock Exchange (www.sse. Com. CN.) Disclosed the list of incentive objects of the restricted stock incentive plan in 2021. According to the company’s instructions, the company publicized the list of incentive objects granted for the first time in the incentive plan within the company from August 21, 2021 to August 30, 2021. During the publicity period, the board of supervisors of the company did not receive any objection from any employee to the incentive objects of the incentive plan. On September 3, 2021, the company posted on the website of Shanghai Stock Exchange (www.sse. Com. CN.) 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.
4. The company conducts a self-examination of the insider information of the incentive plan and the trading of the company’s shares by the incentive objects within 6 months before the announcement of the incentive plan through the Shanghai Branch of China Securities Depository and Clearing Co., Ltd., and makes a self-examination on the website of Shanghai Stock Exchange (www.sse. Com. CN) Disclosed the self inspection report on the trading of company shares by insiders and incentive objects of the restricted stock incentive plan in 2021.
5. On September 10, 2021, the company held the second extraordinary general meeting in 2021, the first A-share general meeting in 2021 and the first H-share general meeting in 2021, 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 the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive were reviewed and approved. When the company held the second extraordinary general meeting in 2021 and the first general meeting of A-share shareholders in 2021 to review the incentive plan, The independent directors have collected the entrusted voting rights for the proposals related to the incentive plan.
6. According to the authorization of the company’s second extraordinary general meeting in 2021, the first A-share general meeting in 2021 and the first H-share general meeting in 2021, the company held the sixth extraordinary meeting of the second board of directors on September 10, 2021, The proposal on adjusting matters related to the first grant of the 2021 restricted stock incentive plan, the proposal on granting restricted shares to incentive objects for the first time and the proposal on granting some reserved restricted shares to incentive objects were reviewed and approved. The independent directors of the company expressed independent opinions on matters related to the adjustment and grant of the incentive plan.
7. On September 10, 2021, the company held the 9th meeting of the second board of supervisors, which deliberated and approved the proposal on adjusting the matters related to the first grant of restricted stock incentive plan in 2021, the proposal on the first grant of restricted shares to incentive objects, and the proposal on granting some reserved restricted shares to incentive objects, The board of supervisors checked the list of incentive objects reserved for the first time and some of them and issued verification opinions. 8. According to the authorization of the company’s second extraordinary general meeting in 2021, the first A-share general meeting in 2021 and the first H-share general meeting in 2021, the company held the eighth meeting of the second board of directors on March 25, 2022, deliberated and adopted the proposal on canceling some granted but not yet vested restricted shares, and the independent directors of the company expressed their independent opinions on relevant matters.
9. On March 25, 2022, the company held the 11th meeting of the second board of supervisors, deliberated and adopted the proposal on Abolishing Some granted but not yet vested restricted shares.
In conclusion, our lawyers believe that as of the date of issuance of this legal opinion, the company has obtained the necessary approval and authorization for the cancellation of some restricted shares at this stage, which is in line with the relevant provisions of the securities law, the company law, the administrative measures, the listing rules and other laws, regulations and normative documents, as well as the incentive plan for restricted shares in 2021 (Draft).
2、 Details of this cancellation
(I) reasons for cancellation
1. In view of the fact that a total of 10 incentive objects in the first grant part of the company’s incentive plan have resigned due to personal reasons, according to the relevant provisions of the company’s restricted stock incentive plan (Draft) in 2021, the above-mentioned persons have no qualification as incentive objects, and the class II restricted shares granted but not yet vested shall not be vested and shall be treated as invalid.
2. According to the provisions of the company’s restricted stock incentive plan for 2021 (Draft) and the management measures for the implementation and assessment of the restricted stock incentive plan for 2021, if the company’s current performance level does not meet or partially meet the performance assessment objectives and conditions in each attribution period, the incentive object shall cancel the attribution of the restricted stock that cannot be attributed in the assessment year, and become invalid. According to the audited financial report of the company in 2021, the company’s operating income in 2021 did not meet the above performance assessment objectives at the company level. Therefore, the company needs to cancel some restricted shares granted but not meeting the vesting conditions in the first vesting period.
(II) obsolete quantity
According to the relevant provisions of the company’s 2021 restricted stock incentive plan (Draft), the total number of class II restricted shares granted to some 10 resignation incentive objects for the first time but not yet vested is 16890 shares. According to the company’s 2021 restricted stock incentive plan (Draft)
