Beijing Zhonglun (Chengdu) law firm
About Sichuan Kelun Pharmaceutical Co.Ltd(002422)
Legal opinion on 2021 restricted stock incentive plan (Draft) (Second Revision)
April, 2002
Beijing, Shanghai, Shenzhen, Guangzhou, Wuhan, Chengdu, Chongqing, Qingdao, Hangzhou, Nanjing, Haikou, Tokyo, Hong Kong, London, New York, Los Angeles, San Francisco, Almaty
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catalogue
1、 The company meets the conditions for the implementation of this equity incentive plan 4 II. Main contents of this equity incentive plan 5 III. procedures for the formulation, deliberation and publicity of this equity incentive plan 14 IV. determination of incentive objects of this equity incentive plan V. information disclosure of this equity incentive plan 21 VI. whether there is financial assistance for incentive objects 21 VII. Whether there is any situation that damages the interests of listed companies and shareholders 21 VIII. Avoidance of voting by encouraged directors and related Directors 22 IX. concluding comments twenty-two
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Sichuan 610041, P. R. China
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Beijing Zhonglun (Chengdu) law firm
About Sichuan Kelun Pharmaceutical Co.Ltd(002422)
2021 restricted stock incentive plan (Draft) (Second Revision)
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) “) as the special legal adviser for the company to implement the 2021 restricted stock incentive plan (hereinafter referred to as “the equity incentive plan” or “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”), the measures for the administration of equity incentives of listed companies (hereinafter referred to as the “administrative measures”) promulgated by the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”), and the stock listing rules of Shenzhen Stock Exchange (hereinafter referred to as the “Listing Rules”) promulgated by Shenzhen Stock Exchange (hereinafter referred to as the “Shenzhen Stock Exchange”) Current laws, regulations, normative documents and relevant provisions of the company’s articles of association, such as self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – business handling (hereinafter referred to as “self regulatory guidelines No. 1”), self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 10 – share change Management (hereinafter referred to as “self regulatory guidelines No. 10”), etc, This legal opinion is issued on the matters related to the implementation of the equity incentive plan by the company.
In order to issue this legal opinion, our lawyers checked and verified the documents and facts related to the company’s equity incentive plan in accordance with the provisions of relevant laws, administrative regulations, normative documents and the requirements of our business rules and in the principle of prudence and importance.
With regard to this legal opinion, our lawyer makes the following statement:
1. In the process of verification and verification, our lawyers have obtained the following guarantee from the company: the company has provided our lawyers with the original written materials, copies and explanatory documents that our lawyers believe are necessary for the preparation of this legal opinion, and the documents and materials provided are true, complete and effective without concealment, falsehood and major omissions.
2. The exchange shall issue legal opinions according to the facts that have occurred or existed before the date of issuance of this legal opinion, and according to the laws, administrative regulations, rules and normative documents currently in force in China or applicable to the company’s behavior and relevant facts.
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 or other relevant units and the publicly available information of the competent authorities as the basis for making this legal opinion.
4. The firm and its lawyers have strictly performed their statutory duties, followed the principles of diligence, good faith and full verification in accordance with the provisions of the securities law, the measures for the administration of securities legal business of law firms, the rules for the practice of securities legal business of law firms (for Trial Implementation) and the facts that have occurred or exist before the date of issuance of this legal opinion, 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.
5. This legal opinion only expresses legal opinions on the legal issues in China related to the equity incentive plan. The firm and its lawyers do not express opinions on the rationality of the underlying stock value, assessment standards and other issues involved in the company’s equity incentive plan, as well as accounting, finance, audit and other non legal professional matters.
When we quote relevant financial data or conclusions in this legal opinion, we have fulfilled the necessary duty of care, but such quotation shall not be deemed as any express or implied guarantee for the authenticity and accuracy of these data and conclusions.
6. The exchange agrees that this legal opinion, as one of the necessary documents for the company to implement this equity incentive plan, shall be submitted to the Shenzhen stock exchange together with other application materials for announcement, and shall bear corresponding legal liabilities for this legal opinion according to law. This legal opinion is only for the purpose of the company’s equity incentive plan, and shall not be used for any other purpose without the consent of the exchange.
7. The exchange agrees that the company shall quote the relevant contents of this legal opinion in the relevant documents prepared for the implementation of this equity incentive plan according to law, but when the company makes the above quotation, it shall not lead to legal ambiguity or misinterpretation due to the quotation. The exchange has the right to review and confirm the relevant contents of the above documents again.
In accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, and on the basis of full verification and verification of the relevant documents and facts provided by the company, we hereby issue the following legal opinions:
1、 The company meets the conditions for the implementation of this equity incentive plan
(I) Sichuan Kelun Pharmaceutical Co.Ltd(002422) is a joint stock limited company established and validly existing according to law
Sichuan Kelun Pharmaceutical Co.Ltd(002422) was established on May 29, 2002. With the approval of the reply on the approval of Sichuan Kelun Pharmaceutical Co.Ltd(002422) initial public offering of shares (zjxk [2010] No. 598) issued by China Securities Regulatory Commission, Sichuan Kelun Pharmaceutical Co.Ltd(002422) initially issued 60 million RMB ordinary shares. With the approval of 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 Sichuan Kelun Pharmaceutical Co.Ltd(002422) 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) “.
Sichuan Kelun Pharmaceutical Co.Ltd(002422) now holds the business license (Unified Social Credit Code: 915101 Shandong Weida Machinery Co.Ltd(002026) 0067×4) issued by Chengdu market supervision and Administration Bureau, whose domicile is NanEr Road, Xindu Satellite City Industrial Development Zone, Chengdu, the legal representative is Liu Chuangxin, and the registered capital is 1425422862 yuan, The business scope is “Research and production of large volume injections, small volume injections and flushing agents; technical development and production of vertical polypropylene infusion bags; import and export of goods and technology; operation of branches at the lower limit: manufacturing and sales of hard capsules, granules, powders, soft capsules, tablets, dropping pills, pretreatment and extraction of traditional Chinese medicine; production and sales of APIs; medical technical services; medical technical consultation; sales of computer software; 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). “
According to Sichuan Kelun Pharmaceutical Co.Ltd(002422) business license, articles of association, industrial and commercial registration materials, resolutions of previous general meetings of shareholders and other documents, Sichuan Kelun Pharmaceutical Co.Ltd(002422) is established and validly exists according to law, and there is no situation requiring termination specified in laws, regulations, normative documents or articles of Association.
(II) Sichuan Kelun Pharmaceutical Co.Ltd(002422) there is no circumstance that the equity incentive plan shall not be implemented
According to the company’s 2021 audit report issued by KPMG Huazhen Certified Public Accountants (special general partnership) (KPMG Huazhen Shen Zi No. 2205186), the resolutions of the company’s previous general meetings, the company’s statutory information disclosure documents and the company’s description, and verified by the lawyers of the firm, Sichuan Kelun Pharmaceutical Co.Ltd(002422) there are no following circumstances stipulated in Article 7 of the management measures that the equity incentive plan shall not be implemented:
1. The financial 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 the certified public accountant;
3. Failure to distribute profits in accordance with laws and regulations, articles of association and public commitments in the last 36 months after listing;
4. Equity incentive is prohibited by laws and regulations;
5. Other circumstances recognized by the CSRC.
To sum up, our lawyers believe that Sichuan Kelun Pharmaceutical Co.Ltd(002422) is a joint stock limited company established and validly existing according to law, and there are no circumstances requiring termination as stipulated in laws, regulations, normative documents or the articles of association, and there are no circumstances requiring the implementation of equity incentive plan as stipulated in Article 7 of the management measures, which meets the conditions for the implementation of this equity incentive plan.
2、 Main contents of this equity incentive plan
On April 7, 2022, Sichuan Kelun Pharmaceutical Co.Ltd(002422) held the 11th meeting of the 7th board of directors, deliberated and approved the Sichuan Kelun Pharmaceutical Co.Ltd(002422) 2021 restricted stock incentive plan (Draft) (Second Revision) (hereinafter referred to as “restricted stock incentive plan (Draft) (Second Revision)”) prepared by the remuneration and assessment committee of the company.
According to the restricted stock incentive plan (Draft) (Second Revision), the matters specified in the equity incentive plan include the interpretation, the purpose of the incentive plan, the management organization, the determination basis and scope of incentive objects, the rights and interests to be granted in the incentive plan, the list of incentive objects and the distribution of rights and interests to be granted, the period of validity, the date of grant, the restriction period, the lifting of the restriction arrangement and the prohibition period The granting price and determination method of restricted shares, the conditions for granting and lifting the restriction on sale of restricted shares, the adjustment methods and procedures of this incentive plan, the accounting treatment of restricted shares, the implementation, granting, lifting the restriction on sale and change of this incentive plan, the termination procedures, other rights and obligations of the company / incentive object, the treatment of this incentive plan in case of change of the company / incentive object, the repurchase and cancellation of restricted shares, etc. The main contents are as follows:
(I) purpose of this equity incentive plan
According to the restricted stock incentive plan (Draft) (Second Revision), the purpose of Sichuan Kelun Pharmaceutical Co.Ltd(002422) implementing this equity 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 (including subsidiaries) senior managers, core managers and core technical (business) personnel, and effectively bring the interests of shareholders The interests of the company and employees are combined to make all parties pay common attention to the long-term development of the company. On the premise of fully protecting the interests of shareholders, this incentive plan is formulated in accordance with the principle of equal benefits and contributions, and in accordance with the provisions of the company law, the securities law, the management measures and other relevant laws, administrative regulations, normative documents and the articles of association.
Our lawyers believe that the equity incentive plan defines the purpose of equity incentive and complies with the provisions of item (I) of Article 9 of the administrative measures.
(II) determination basis and scope of incentive objects
According to the restricted stock incentive plan (Draft) (Second Revision), the basis and scope for determining the incentive objects of this equity incentive plan are as follows:
The incentive object of this equity incentive plan is determined according to the company law, securities law, administrative measures and other relevant laws, administrative regulations, normative documents and the articles of association, and in combination with the actual situation of the company. The incentive objects of this equity incentive plan are senior managers, core managers and core technical (business) personnel of the company (including subsidiaries). For those who meet the scope of incentive objects of this equity incentive plan, the salary and assessment committee of the board of directors of the company shall draw up a list, which shall be verified and determined by the board of supervisors of the company. The total number of incentive objects involved in this equity incentive plan is 399, including: (1) senior managers; (2) Core management personnel of the company; (3) Core technical (business) personnel of the company. The above incentive objects do not include the company’s directors, independent directors, supervisors, shareholders or actual controllers who individually or jointly hold more than 5% of the company’s shares and their spouses, parents and children. Among the above incentive objects, the senior managers of the company must be appointed by the board of directors of the company. All incentive objects must cooperate with the company or its subsidiaries within the assessment period of this equity incentive plan
