Shanghai Oriental Huayin law firm
About Sichuan Huiyu Pharmaceutical Co.Ltd(688553) 2020 stock option incentive plan to cancel some stock options
of
Legal opinion
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Shanghai Oriental Huayin law firm
About Sichuan Huiyu Pharmaceutical Co.Ltd(688553)
2020 stock option incentive plan cancels some stock options
Legal opinion
To: Sichuan Huiyu Pharmaceutical Co.Ltd(688553)
Entrusted by Sichuan Huiyu Pharmaceutical Co.Ltd(688553) (hereinafter referred to as “the company”), Shanghai Oriental Huayin law firm (hereinafter referred to as “the firm”) acted as a special legal consultant on matters related to the cancellation of some stock options (hereinafter referred to as “the cancellation”) under the 2020 stock option incentive plan of the company, and issued this legal opinion on matters related to the cancellation of the company.
The firm and its handling lawyers shall act 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, the measures for the administration of equity incentive of listed companies (hereinafter referred to as the “administrative measures”) and the measures for the administration of securities legal business of law firms In accordance with the provisions of the securities legal business practice rules of law firms (for Trial Implementation) and the facts that have occurred or exist before the date of issuance of this legal opinion, they have strictly performed their statutory duties, 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, and the concluding opinions issued are legal and accurate without false records Misleading statements or major omissions, and bear corresponding legal liabilities.
This legal opinion is only for the purpose of this cancellation of the company and shall not be used for any other purpose. Our lawyer agrees to take this legal opinion as the necessary legal document for the cancellation of the company, announce it together with other materials, and bear the responsibility for the legal opinion issued according to law.
1、 Approval and authorization of this cancellation
1. On August 3, 2020, the company held the third extraordinary general meeting of shareholders in 2020, which deliberated and passed the proposal on the company’s 2020 stock option incentive plan (Draft), the proposal on the measures for the implementation and assessment of the company’s 2020 stock option incentive plan, and the proposal on requesting the general meeting of shareholders of the company to authorize the board of directors to handle matters related to the 2020 stock option incentive plan.
2. On August 4, 2020, the company held the seventh meeting of the first board of directors, deliberated and approved the proposal on granting stock options to the incentive objects of the 2020 stock option incentive plan, and the independent directors expressed their independent opinions.
3. On April 6, 2022, the company held the 22nd Meeting of the first board of directors, deliberated and adopted the proposal on canceling some stock options, and the independent directors gave independent opinions; On the same day, the company held the 13th meeting of the first board of supervisors, deliberated and adopted the proposal on canceling some stock options; In view of the fact that one incentive object granted for the first time resigned for personal reasons and no longer qualified as an incentive object, 9492 stock options granted but not exercised by one original incentive object granted for the first time in 2020 equity incentive plan were cancelled.
The lawyers of the firm believe that the cancellation of some stock options of the company has obtained the necessary approval and authorization, and the above-mentioned procedures comply with the provisions of the management measures and the incentive plan, which are legal and effective. 2、 Reasons, basis and quantity of this cancellation of stock options
According to the provisions of “II. Changes in the personal situation of the incentive object” in “Chapter XII handling of changes in the company / incentive object” of the 2020 stock option incentive plan (hereinafter referred to as the “incentive plan”) deliberated and adopted by the company’s third extraordinary general meeting in 2020: “If the incentive object refuses to renew the labor contract upon expiration, or voluntarily resigns before the expiration of the labor contract, its exercised shares will not be processed, and the granted but not exercised stock options will not be exercised and will be cancelled by the company.”
Since one incentive object granted for the first time resigned for personal reasons and no longer qualified as an incentive object, the company will cancel 9492 stock options granted but not exercised by the incentive object.
The lawyers of the firm believe that the cancellation of some stock options of the company this time complies with the provisions of the administrative measures and the incentive plan, and is legal and effective. 3、 Concluding observations
The lawyers of the firm believe that the cancellation of some stock options of the company has obtained the necessary approval and authorization, and the above-mentioned procedures comply with the provisions of the management measures and the incentive plan, which are legal and effective. Part of the stock options cancelled this time comply with the provisions of the administrative measures and the incentive plan, and are legal and effective.
This legal opinion is made in three originals, which shall come into force after being signed by our lawyers and sealed by our firm.
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