Beijing Zhonglun (Chengdu) law firm
About Sichuan Kelun Pharmaceutical Co.Ltd(002422)
Employee stock ownership plan in 2021
Legal opinion
April, 2002
Beijing, Shanghai, Shenzhen, Guangzhou, Chengdu, Chongqing, Qingdao, Hangzhou, Nanjing, Haikou, Tokyo, Hong Kong, London, New York, Los Angeles, San Francisco, Almaty
25-26 / F, South Tower, Tianfu international financial center, No. 966, north section of Tianfu Avenue, high tech Zone, Chengdu, Sichuan 610041
25-26/F, South Tower of Tianfu International Finance Center, 966 North Tianfu Avenue, Hig-htech Zone, Chengdu,
Sichuan 610041, P. R. China
Tel: + 86 2862088000 Fax: + 86 2862088111
Website: www.zhonglun.com com.
Beijing Zhonglun (Chengdu) law firm
About Sichuan Kelun Pharmaceutical Co.Ltd(002422)
Employee stock ownership plan in 2021
Legal opinion
To: Sichuan Kelun Pharmaceutical Co.Ltd(002422)
Beijing Zhonglun (Chengdu) law firm (hereinafter referred to as "the firm") has accepted the entrustment of Sichuan Kelun Pharmaceutical Co.Ltd(002422) (hereinafter referred to as "the company" or " Sichuan Kelun Pharmaceutical Co.Ltd(002422) ") to act as the special legal counsel for the company's 2021 employee stock ownership plan (hereinafter referred to as "the employee stock ownership 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 guidance on the pilot implementation of employee stock ownership plan by listed companies (hereinafter referred to as the "guidance") issued by the China Securities Regulatory Commission (hereinafter referred to as the "CSRC") This legal opinion is issued in accordance with the relevant laws, regulations and normative documents such as the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board (hereinafter referred to as the "self regulatory guidelines No. 1") and the relevant provisions of the Sichuan Kelun Pharmaceutical Co.Ltd(002422) articles of Association (hereinafter referred to as the "company charter").
Our lawyer hereby makes the following guarantee and statement for the issuance of this legal opinion:
1. In accordance with the provisions of the securities law, the measures for the administration of securities legal business by law firms and the rules for the practice of securities legal business by law firms (for Trial Implementation) and the facts that have occurred or exist before the date of issuance of this legal opinion, the firm and its handling lawyers have strictly performed their statutory duties, followed the principles of diligence and good faith, and conducted full verification and verification, Ensure that the facts identified in this legal opinion are true, accurate and complete, that the concluding opinions issued are legal and accurate, and that there are no false records, misleading statements or major omissions, and bear corresponding legal liabilities.
2. Sichuan Kelun Pharmaceutical Co.Ltd(002422) has assured the exchange that the documents provided and the statements and explanations made by it are complete, true and effective, and all facts and documents sufficient to affect this legal opinion have been disclosed to the exchange without any concealment or omission; The documents provided and the signatures and seals on the documents are true; All copy materials and copies provided are completely consistent with the original.
3. For the fact that this legal opinion is very important and cannot be supported by independent evidence, our lawyers rely on the supporting documents issued by relevant government departments, companies, other relevant units or individuals and the publicly available information of the competent department as the basis for issuing this legal opinion. For such supporting documents and information, we have fulfilled the duty of care stipulated by law.
4. This legal opinion only expresses legal opinions on the legal issues in China related to this ESOP, but does not express opinions on the rationality of the underlying stock value, assessment standards and other issues involved in this ESOP, as well as accounting, finance and other non legal professional matters.
5. This legal opinion is only for the purpose of Sichuan Kelun Pharmaceutical Co.Ltd(002422) implementing this ESOP, and shall not be used for any other purpose.
6. The exchange agrees that Sichuan Kelun Pharmaceutical Co.Ltd(002422) shall quote the relevant contents of this legal opinion in the relevant documents prepared by Sichuan Kelun Pharmaceutical Co.Ltd(002422) to implement the employee stock ownership plan, but Sichuan Kelun Pharmaceutical Co.Ltd(002422) shall not cause legal ambiguity or misinterpretation due to the quotation.
7. The exchange agrees to take this legal opinion as one of the necessary documents of Sichuan Kelun Pharmaceutical Co.Ltd(002422) this employee stock ownership plan, report or announce it together with other materials, and bear corresponding legal liabilities for the published legal opinions according to law. Based on the above, in accordance with the business standards, ethics and diligence recognized by the lawyer industry, our lawyers have issued the following legal opinions on the matters related to the employee stock ownership plan:
1、 The company is qualified to implement the employee stock ownership plan
(I) the company is a joint stock limited company established according to law and listed on the Shenzhen Stock Exchange
According to the reply of Sichuan Kelunda Pharmaceutical Co., Ltd. on the change of establishment Sichuan Kelun Pharmaceutical Co.Ltd(002422) of Sichuan Kelunda Pharmaceutical Co., Ltd. (CFH [2003] No. 162) issued by the people's Government of Sichuan Province and verified by our lawyers, the issuer is a stock limited company wholly changed and established by the former Sichuan Kelunda Pharmaceutical Co., Ltd.
With the approval of the reply on approving Sichuan Kelun Pharmaceutical Co.Ltd(002422) initial public offering of shares (zjxk [2010] No. 598) issued by China Securities Regulatory Commission (hereinafter referred to as "CSRC") on May 5, 2010, the issuer issued 60 million RMB common shares for the first time.
Approved by the notice on the listing and trading of RMB common shares of Sichuan Kelun Pharmaceutical Co.Ltd(002422) Co., Ltd. (SZS [2010] No. 178) of Shenzhen Stock Exchange, the common shares issued by the issuer were listed on Shenzhen Stock Exchange on June 3, 2010, with the stock code of Sichuan Kelun Pharmaceutical Co.Ltd(002422) and the stock abbreviation of Sichuan Kelun Pharmaceutical Co.Ltd(002422) .
(II) basic information of the company
According to the company's business license and the current effective articles of association, and through the lawyer of the firm's inquiry into the national enterprise credit information publicity system (www.gsxt. Gov.cn), As of the date of issuance of this legal opinion, the basic information of the company is as follows: company name Sichuan Kelun Pharmaceutical Co.Ltd(002422)
Address: NanEr Road, Xindu Satellite City Industrial Development Zone, Chengdu
Legal representative: Liu Chuangxin company limited by shares (listed, invested or controlled by natural persons) with a registered capital of 1425422862 yuan
Research and produce large volume injection, small volume injection and flushing agent; Technical development and production of vertical polypropylene infusion bag; Import and export of goods and technology; Business scope: manufacturing and selling hard capsules, granules, powders, soft capsules, tablets, dropping pills, pretreatment and extraction of traditional Chinese medicine; Production and sales of API; Medical technical services; Medical technology consultation; Computer software sales; Software and information technology services. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments).
Business term: September 28, 2003 to permanent
To sum up, our lawyers believe that the company is a listed company established and legally existing according to law and has the subject qualification for the implementation of the employee stock ownership plan specified in the guiding opinions.
2、 Legality and compliance of this ESOP
On November 29, 2021, the sixth meeting of the seventh board of directors of Sichuan Kelun Pharmaceutical Co.Ltd(002422) deliberated and adopted the proposal on Sichuan Kelun Pharmaceutical Co.Ltd(002422) 2021 ESOP (Draft) and its summary, the proposal on Sichuan Kelun Pharmaceutical Co.Ltd(002422) 2021 ESOP management measures, and the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company's 2021 ESOP. On December 7, 2021, the seventh meeting of the seventh board of directors of Sichuan Kelun Pharmaceutical Co.Ltd(002422) deliberated and adopted the proposal on Sichuan Kelun Pharmaceutical Co.Ltd(002422) 2021 employee stock ownership plan (Revised Draft) and its summary and the proposal on Sichuan Kelun Pharmaceutical Co.Ltd(002422) 2021 employee stock ownership plan management measures (revised draft).
According to the employee stock ownership plan of Sichuan Kelun Pharmaceutical Co.Ltd(002422) 2021 (Revised Draft) (hereinafter referred to as "Employee Stock Ownership Plan (Revised Draft)"), the measures for the administration of employee stock ownership plan of Sichuan Kelun Pharmaceutical Co.Ltd(002422) 2021 (Revised Draft) (hereinafter referred to as "measures for the administration of employee stock ownership plan (Revised Draft)"), and in accordance with the relevant provisions of the guiding opinions, The lawyers of the firm have checked the relevant matters of the employee stock ownership plan item by item, as follows:
1. According to the company's instructions and by consulting the company's relevant meeting documents and announcements, the company has performed the procedures in strict accordance with the provisions of laws and regulations when implementing the employee stock ownership plan, and has truly, accurately, completely and timely disclosed the information. There is no case of securities fraud such as insider trading and manipulation of the securities market by insiders using the employee stock ownership plan, Comply with the provisions on the principle of compliance according to law in Item (I) of part I of the guiding opinions.
2. According to the employee stock ownership plan (Revised Draft) and confirmed by the company, this employee stock ownership plan follows the principle of independent decision of the company and voluntary participation of employees. There is no case of forcing employees to participate in this employee stock ownership plan by means of apportionment and forced distribution, which is in line with the provisions on the principle of voluntary participation in Item (II) of part I of the guiding opinions.
3. According to the employee stock ownership plan (Revised Draft) and confirmed by the company, the participants of the employee stock ownership plan are responsible for their own profits and losses, bear their own risks, and have equal rights and interests with other investors, which is in line with the provisions on the principle of risk bearing in Item (III) of part I of the guiding opinions.
4. According to the employee stock ownership plan (Revised Draft) and confirmed by the company, the personnel participating in the employee stock ownership plan include senior managers, supervisors and core employees of the company (including holding subsidiaries). Unless otherwise specified in Item (IV) of Chapter 10 of the employee stock ownership plan (Revised Draft), all participants must have labor relations or labor relations with the company or its holding subsidiaries within the validity of the employee stock ownership plan. The total number of holders of this ESOP will not exceed 9. The specific number of participants and list will be selected by the company and determined according to the actual contributions of employees. These personnel comply with the provisions on the participants of the employee stock ownership plan in Item (IV) of Part II of the guiding opinions.
5. According to the employee stock ownership plan (Revised Draft) and confirmed by the company, the fund sources of the participants of the employee stock ownership plan are employees' legal salary, self raised funds, financing by financial institutions and other methods permitted by laws and regulations. The total amount of funds to be raised by the employee stock ownership plan does not exceed 13 million yuan. Whether the employee stock ownership plan applies for financing from external financial institutions and the financing amount are uncertain, and the actual payment amount and final implementation plan shall prevail. The company does not provide financial assistance to employees or guarantee their loans. The foregoing matters comply with the provisions on the source of funds of the employee stock ownership plan in Item (V) of Part II of the guiding opinions.
6. According to the employee stock ownership plan (Revised Draft) and confirmed by the company, the stock sources of this employee stock ownership plan include Sichuan Kelun Pharmaceutical Co.Ltd(002422) A-share common stock repurchased by the company's special securities account (the total number of shares to be transferred is 531665) and the shares to be purchased through the secondary market (including block trading, centralized bidding trading, etc.) or other ways permitted by laws and regulations, Comply with the provisions on the source of ESOP shares in Item (V) of Part II of the guiding opinions.
7. According to the employee stock ownership plan (Revised Draft), the duration of this employee stock ownership plan is 36 months, which is calculated from the date when the draft employee stock ownership plan is reviewed and approved by the company's general meeting of shareholders and the company announces the transfer of the last subject stock to the name of this employee stock ownership plan. If the ESOP is not extended at the expiration of its duration, it will be terminated automatically. The underlying shares used in this ESOP are unlocked in two phases. The unlocking time points are 12 months and 24 months after the draft ESOP is deliberated and approved by the company's general meeting and the company announces the last transfer of the underlying shares to the name of this ESOP. The proportion of the unlocked underlying shares in each phase is 50% and 50% respectively. The underlying shares obtained in this ESOP, The shares derived from the distribution of stock dividends and the conversion of capital reserves by listed companies shall also comply with the above share locking arrangements and comply with the provisions on the shareholding period in Item (VI) of Part II of the guiding opinions. 8. According to the employee stock ownership plan (Revised Draft), the scale of shares repurchased by the company in this employee stock ownership plan is not more than 531665 million by means of non transaction transfer and other laws and regulations
