Shanghai tianyanhe law firm
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Yifan Pharmaceutical Co.Ltd(002019)
Legal opinion on matters related to the repurchase and cancellation of some restricted shares under the 2019 restricted stock incentive plan
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Shanghai tianyanhe law firm
about
Yifan Pharmaceutical Co.Ltd(002019)
Legal opinion on matters related to the repurchase and cancellation of some restricted shares under the 2019 restricted stock incentive plan
Tly 2022 No. 00540 to: Yifan Pharmaceutical Co.Ltd(002019)
Entrusted by Yifan Pharmaceutical Co.Ltd(002019) (hereinafter referred to as " Yifan Pharmaceutical Co.Ltd(002019) " or "the company"), Shanghai tianyanhe law firm (hereinafter referred to as "the firm") acted as the special legal adviser on matters related to Yifan Pharmaceutical Co.Ltd(002019) implementing the 2019 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) and the securities law of the people's Republic of China (hereinafter referred to as the Securities Law) The measures for the administration of equity incentive of listed companies (hereinafter referred to as the measures) of the China Securities Regulatory Commission (hereinafter referred to as the "CSRC") and the guidelines for the business handling of listed companies of Shenzhen Stock Exchange No. 9 - equity incentive and other relevant laws, regulations and normative documents on matters related to the repurchase and cancellation of some restricted shares in the Yifan Pharmaceutical Co.Ltd(002019) 2019 restricted stock incentive plan, Issue the legal opinion of Shanghai tianyanhe law firm on matters related to the repurchase and cancellation of some restricted shares under the Yifan Pharmaceutical Co.Ltd(002019) 2019 restricted stock incentive plan (hereinafter referred to as the "legal opinion").
Before issuing this legal opinion, our lawyer declares as follows:
1. In accordance with the measures for the administration of securities legal business of law firms and 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, our lawyers 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, The concluding opinions issued are legal and accurate, and there are no false records, misleading statements or major omissions.
2. Yifan Pharmaceutical Co.Ltd(002019) has promised that all factual documents related to the equity incentive plan provided to the exchange are true, complete, legal and effective, without any false records, misleading statements or major omissions, and all copies or duplicates are completely consistent with the original or the original.
3. This legal opinion is only for the purpose of Yifan Pharmaceutical Co.Ltd(002019) handling matters related to this equity incentive plan. Without the consent of the exchange, this legal opinion shall not be used for any other purpose.
4. For matters that are crucial to the issuance of this legal opinion and cannot be supported by independent evidence, our lawyers rely on the supporting documents issued by relevant government departments, Yifan Pharmaceutical Co.Ltd(002019) or other relevant units and the publicly available information of the competent department as the basis for the preparation of this legal opinion.
5. Our lawyers agree that Yifan Pharmaceutical Co.Ltd(002019) take this legal opinion as an integral part of the announcement materials of this equity incentive plan, and disclose it on the information disclosure website designated by the CSRC together with other documents, and bear the responsibility for this legal opinion according to law.
Based on the above statement, our lawyers have verified and verified the documents and relevant facts provided by the company in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, and now issue this legal opinion as follows:
1、 Implementation of this incentive plan
(I) on April 1, 2019, the company held the 27th meeting of the sixth board of directors, deliberated and adopted the proposal on Yifan Pharmaceutical Co.Ltd(002019) 2019 restricted stock incentive plan (Draft) and its summary and related matters. The independent directors of the company expressed their independent opinions on the incentive plan of the company.
(II) on April 1, 2019, the company held the 21st Meeting of the 6th board of supervisors. All supervisors unanimously passed the resolution of the board of supervisors, issued verification opinions on the Yifan Pharmaceutical Co.Ltd(002019) 2019 restricted stock incentive plan (Draft) (hereinafter referred to as the incentive plan (Draft)) and its summary, and verified and confirmed the list of incentive objects of the equity incentive plan.
(III) from April 4, 2019 to April 13, 2019, the company issued the publicity on the list of incentive objects of Yifan Pharmaceutical Co.Ltd(002019) 2019 restricted stock incentive plan through the internal OA system, and publicized the names and positions of the incentive objects granted this time. During the publicity period, the company has not received any objection related to the proposed incentive objects of the incentive plan. On April 19, 2019, the board of supervisors of the company issued the Yifan Pharmaceutical Co.Ltd(002019) board of supervisors' statement on publicity and verification opinions on the list of incentive objects first granted by the restricted stock incentive plan in 2019.
(IV) on April 24, 2019, the company held the 2018 annual general meeting of shareholders, deliberated and passed the proposal on Yifan Pharmaceutical Co.Ltd(002019) 2019 restricted stock incentive plan (Draft) and its summary, the proposal on Yifan Pharmaceutical Co.Ltd(002019) 2019 restricted stock incentive plan implementation assessment management measures, and the proposal on submitting the general meeting of shareholders of the company to authorize the board of directors to handle matters related to 2019 restricted stock incentive plan.
(V) on May 22, 2019, the company held the second (Interim) meeting of the seventh board of directors, deliberated and approved the proposal on adjusting the grant price of the company's 2019 restricted stock incentive plan and the proposal on granting restricted shares to the first incentive object of the company's 2019 restricted stock incentive plan. The board of directors agreed to determine the first grant date of this incentive plan as may 22, 2019, Agree to grant 24 million restricted shares to 217 incentive objects, and agree to adjust the grant price according to the company's annual equity distribution in 2018.
The independent directors of the company expressed their independent opinions on this, and believed that the conditions for the grant of restricted shares had been met, the subject qualification of the incentive object was legal and valid, and the grant date and price met the relevant provisions; The price adjustment of this grant does not violate relevant laws and regulations, and does not damage the legitimate rights and interests of the company and all shareholders of the company, especially minority shareholders.
(VI) on May 22, 2019, the company held the second (Interim) meeting of the seventh board of supervisors, deliberated and approved the proposal on adjusting the grant price of the company's 2019 restricted stock incentive plan and the proposal on granting restricted shares to the first incentive object of the company's 2019 restricted stock incentive plan. The board of supervisors agreed to determine the first grant date of this incentive plan as may 22, 2019, It is agreed to grant 24 million restricted shares to 217 incentive objects. The board of supervisors verified the list of incentive objects granted restricted shares this time.
(VII) in June 2019, the company completed the registration of the first grant of the restricted stock incentive plan in 2019. In the process of contribution verification after the date of grant, two incentive objects no longer qualified for incentive due to resignation, and three incentive objects voluntarily gave up subscribing for the restricted shares to be granted by the company for personal reasons, involving a total of 70000 shares. The company finally granted restricted shares to 212 first incentive objects
23.93 million shares, the grant price is 6.66 yuan / share, and the listing date of the granted shares is June 19, 2019.
(VIII) on October 23, 2019, the company held the sixth meeting of the seventh board of directors and the fifth meeting of the seventh board of supervisors, deliberated and approved the proposal on repurchase and cancellation of some restricted shares, and agreed that the Company repurchased the restricted shares granted but not lifted to five incentive objects who did not meet the incentive conditions of the former employees, and one person left his post due to retirement and applied for repurchase of the restricted shares granted but not lifted, And cancel.
(IX) on December 16, 2019, the company held the seventh (Interim) meeting of the seventh board of directors and the sixth (Interim) meeting of the seventh board of supervisors, deliberated and adopted the proposal on granting restricted shares reserved in the 2019 restricted stock incentive plan to incentive objects and the proposal on repurchase and cancellation of some restricted shares, and agreed to determine December 16, 2019 as the grant date of reserved restricted shares, Grant 60 incentive Objects 6 million restricted shares at a price of 6.66 yuan / share; It is agreed that the company will buy back and cancel the restricted shares granted to the incentive object of one former employee who does not meet the incentive conditions but has not been lifted.
(x) in December 2019, the company completed the listing registration of the reserved part of the restricted stock incentive plan in 2019. A total of 60 incentive objects were actually granted restricted shares, the number of shares granted was 6 million, the grant price was 6.66 yuan / share, and the listing date was December 31, 2019.
（11） On February 27, 2020, the company held the eighth (Interim) meeting of the seventh board of directors and the seventh (Interim) meeting of the seventh board of supervisors, deliberated and approved the proposal on repurchase and cancellation of some restricted shares in the 2019 restricted stock incentive plan, and agreed that the Company repurchased and cancelled the restricted shares granted but not lifted by the two incentive objects who did not meet the incentive conditions. The number of restricted shares cancelled in this repurchase is 87500 shares, and the repurchase price is 6.66 yuan / share.
（12） On May 7, 2020, the company held the 2019 annual general meeting of shareholders, which deliberated and approved relevant restricted stock repurchase matters respectively.
（13） On June 18, 2020, the company completed the repurchase and cancellation procedures of some restricted shares, with a total of 2227500 shares repurchased.
（14） On June 22, 2020, the company held the 11th meeting of the 7th board of directors and the 10th (Interim) meeting of the 7th board of supervisors respectively, and deliberated and adopted the proposal on the achievement of lifting the restrictions during the first lifting period of the restricted stock incentive plan in 2019 and the proposal on repurchase and cancellation of some restricted stocks in the restricted stock incentive plan in 2019, The independent directors of the company have expressed their independent opinions on relevant proposals.
（15） On August 27, 2020, the company held the 12th meeting of the 7th board of directors and the 11th meeting of the 7th board of supervisors respectively, deliberated and approved the proposal on repurchase and cancellation of some restricted shares in the 2019 restricted stock incentive plan, and agreed that the Company repurchased and cancelled the restricted shares granted but not lifted by the three incentive objects who did not meet the incentive conditions.
（16） On November 27, 2020, the company held the first extraordinary general meeting of shareholders in 2020, deliberated and approved the proposals on restricted stock repurchase submitted at the 11th meeting of the seventh board of directors and the 12th meeting of the seventh board of directors.
（17） On January 4, 2021, the company held the 14th meeting of the 7th board of directors and the 13th (Interim) meeting of the 7th board of supervisors respectively, and deliberated and adopted the proposal on the achievement of the first lifting of the restrictions during the first lifting period of the reserved grant part of the restricted stock incentive plan in 2019 and the proposal on the repurchase and cancellation of some restricted stocks in the restricted stock incentive plan in 2019, The independent directors of the company have expressed their independent opinions on relevant proposals.
（18） On March 29, 2021, the company held the 16th meeting of the 7th board of directors and the 15th meeting of the 7th board of supervisors respectively, deliberated and adopted the proposal on repurchase and cancellation of some restricted shares in the 2019 restricted stock incentive plan, and the independent directors of the company expressed their independent opinions on the relevant proposals.
（19） On April 27, 2021, the company held the 2020 annual general meeting of shareholders, deliberated and approved the matters on restricted stock repurchase submitted at the 14th meeting of the seventh board of directors and the 16th meeting of the seventh board of directors.
（20） On June 24, 2021, the company completed the repurchase and cancellation procedures of some restricted shares, with a total of 571000 shares repurchased and cancelled.
（21） On June 24, 2021, the company held the 18th (Interim) meeting of the 7th board of directors and the 17th (Interim) meeting of the 7th board of supervisors respectively, and deliberated and adopted the proposal on the achievement of lifting the restrictions in the second lifting period of the first grant of the restricted stock incentive plan in 2019 and the proposal on repurchase and cancellation of some restricted stocks in the restricted stock incentive plan in 2019, The independent directors of the company have expressed their independent opinions on relevant proposals.
（22） In July 2021, the company completed the listing and circulation of some shares granted in the second release period for the first time. The total number of incentive objects for the release of restrictions was 184, the number of restricted shares released this time was 6240750, and the listing and circulation time was July 15, 2021.
（23） On August 26, 2021, the company held the 20th meeting of the 7th board of directors and the 18th meeting of the 7th board of supervisors respectively, deliberated and adopted the proposal on repurchase and cancellation of some restricted shares in the 2019 restricted stock incentive plan, and the independent directors of the company expressed their independent opinions on the relevant proposals.
（24） On September 15, 2021, the company held the first extraordinary shareholders' meeting in 2021
