To: Youcare Pharmaceutical Group Co.Ltd(688658)
About Youcare Pharmaceutical Group Co.Ltd(688658)
Legal opinions on matters related to the first grant of the restricted stock incentive plan in 2021 Shanghai Yingming law firm Beijing Branch (hereinafter referred to as “the office”) accepts the entrustment of Youcare Pharmaceutical Group Co.Ltd(688658) (hereinafter referred to as ” Youcare Pharmaceutical Group Co.Ltd(688658) ” or “the company”) to act as the special legal adviser for Youcare Pharmaceutical Group Co.Ltd(688658) the implementation of the restricted stock incentive plan in 2021 (hereinafter referred to as “the incentive plan”), The legal opinion on Youcare Pharmaceutical Group Co.Ltd(688658) 2021 restricted stock incentive plan has been issued on December 1, 2021. Now, our lawyers, 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”), have The measures for the administration of equity incentive of listed companies (Order No. 148 of the CSRC) (hereinafter referred to as the “measures”) issued by the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”) Laws and administrative regulations such as the Listing Rules of Shanghai Stock Exchange on the science and Innovation Board (revised in December 2020) (hereinafter referred to as the “Listing Rules”) and the self regulatory guide for listed companies on the science and Innovation Board No. 4 – disclosure of equity incentive information (hereinafter referred to as the “regulatory guide”), the administrative rules of the CSRC In accordance with the relevant provisions of the normative documents and the Youcare Pharmaceutical Group Co.Ltd(688658) articles of Association (hereinafter referred to as the “articles of association”), this legal opinion is issued on matters related to the first grant of the company’s incentive plan.
The company guarantees that it has provided the true original written materials or copies or oral testimony necessary for the issuance of this legal opinion, and the relevant facts and documents have been disclosed to the exchange without concealment, falsehood or misleading. The company guarantees that the above documents and testimony are true, accurate and complete, that all signatures and seals on the documents are true, and that the copies are consistent with the original.
In accordance with the provisions of the securities law, the measures for the administration of securities legal business by law firms, 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, good faith and full 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. For the facts related to the issuance of this legal opinion that are difficult to conduct comprehensive verification due to objective restrictions or cannot be supported by independent evidence, our lawyers give opinions according to the supporting documents issued by relevant government departments, Youcare Pharmaceutical Group Co.Ltd(688658) , incentive objects or other relevant units and the publicly available information of the competent department.
This legal opinion expresses opinions on legal issues related to this incentive plan. The firm and the handling lawyer are not qualified to express opinions on professional matters such as accounting and auditing. The citations of certain data and conclusions in the accounting statements, audit reports and restricted stock incentive plans in this legal opinion are quoted in strict accordance with the professional documents and Youcare Pharmaceutical Group Co.Ltd(688658) instructions issued by relevant intermediaries, and do not imply any express or implied guarantee by the firm and its lawyers for the authenticity and accuracy of the quoted contents, The firm and its lawyers are not qualified to verify and judge such contents. In the process of making legal opinions, our lawyers have fulfilled the special duty of care of legal professionals for business matters related to law; For other business matters, our lawyers have fulfilled the general duty of care of ordinary people.
The exchange agrees that Youcare Pharmaceutical Group Co.Ltd(688658) shall quote part or all of the contents of this legal opinion in its disclosure documents on this incentive plan, but Youcare Pharmaceutical Group Co.Ltd(688658) shall not cause legal ambiguity or misinterpretation due to quotation.
This legal opinion is only for Youcare Pharmaceutical Group Co.Ltd(688658) the purpose of implementing this incentive plan, and shall not be used for any other purpose without the written consent of the exchange. Neither the firm nor its lawyers have authorized any organization or individual to make any interpretation or explanation on this legal opinion.
The exchange agrees to take this legal opinion as one of the necessary legal documents for Youcare Pharmaceutical Group Co.Ltd(688658) implementing the incentive plan, declare and publicly disclose it together with other information disclosure documents, and bear corresponding legal liabilities for the legal opinion issued according to law.
Unless otherwise specified, the definitions of the words involved in this supplementary legal opinion are consistent with those contained in the legal opinion on Youcare Pharmaceutical Group Co.Ltd(688658) 2021 restricted stock incentive plan.
In accordance with the requirements of relevant laws, administrative regulations and normative documents, and in accordance with the business standards, ethics and the spirit of diligence recognized by the Chinese lawyer industry, our lawyers have verified and verified the relevant facts involved in the implementation of the incentive plan in Youcare Pharmaceutical Group Co.Ltd(688658) and issued the following legal opinions:
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1、 Approval and authorization of the first grant of the incentive plan
1.1 on December 1, 2021, the board of directors of the company held the 18th meeting of the first board of directors, The proposal on the company’s 2021 restricted stock incentive plan (Draft) and its summary, the proposal on the management measures for the implementation and assessment of the company’s 2021 restricted stock incentive plan, and the proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to the 2021 restricted stock incentive plan were reviewed and adopted Related directors Yu Weishi, Yu Fei, Zhang Jiang, Zhang Qibo and Yu Pengfei have avoided voting on relevant proposals. Independent directors expressed independent opinions on the company’s incentive plan.
1.2 on December 1, 2021, the board of supervisors of the company held the 15th meeting of the first board of supervisors, Proposals such as the proposal on the company’s 2021 restricted stock incentive plan (Draft) and its summary, the proposal on the management measures for the implementation and assessment of the company’s 2021 restricted stock incentive plan, and the proposal on verifying the list of incentive objects of the company’s 2021 restricted stock incentive plan were reviewed and approved. On the same day, the board of supervisors of the company issued verification opinions on the incentive plan.
1.3 on December 2, 2021, the company passed the website of Shanghai Stock Exchange（ http://www.sse.com.cn./ , the same below) published the list of incentive objects of the restricted stock incentive plan in 2021, and publicized the list of proposed incentive objects of the incentive plan within the company from December 2, 2021 to December 11, 2021. During the publicity period, the board of supervisors of the company did not receive any objection related to the incentive objects of the incentive plan.
On December 15, 2021, the board of supervisors of the company issued the verification opinions and publicity statement on the list of incentive objects of the company’s restricted stock incentive plan in 2021, It is considered that the personnel on the list of incentive objects in this incentive plan meet all the conditions specified in the company law, management measures, listing rules, articles of association and incentive plan (Draft).
1.4 on December 21, 2021, the company held the fourth extraordinary general meeting of shareholders in 2021, The proposal on the company’s 2021 restricted stock incentive plan (Draft) and its summary, the proposal on the management 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 the restricted stock incentive plan were reviewed and adopted, Authorize the board of directors to determine the grant date of the incentive plan, authorize the board of directors to grant restricted shares to the incentive object when the incentive object meets the conditions, and handle all relevant matters.
1.5 on January 7, 2022, the board of directors of the company held the 19th meeting of the first board of directors, deliberated and adopted the proposal on granting restricted shares to incentive objects for the first time, and the related directors avoided voting; The independent directors of the company expressed independent opinions on this matter, considered that the grant conditions had been met, the subject qualification of the incentive object was legal and effective, and the determined grant date met the relevant provisions, and agreed to grant the restricted shares of the incentive object according to the grant date, quantity and price determined by the board of directors. On the same day, the 16th meeting of the first board of supervisors of the company deliberated and adopted the proposal on granting restricted shares to incentive objects for the first time. The board of supervisors verified the list of incentive objects granted for the first time and issued verification opinions.
Our lawyers believe that, as of the date of issuance of this legal opinion, the first grant of the company has obtained the necessary approval and authorization at this stage, which is in line with the relevant provisions of the company law, the securities law, the administrative measures, the listing rules and other laws, administrative regulations, administrative rules and normative documents of the CSRC and the incentive plan (Draft). 2、 The first grant date of the incentive plan 2.1 according to the provisions of the incentive plan (Draft) and the authorization of the general meeting of shareholders to the board of directors, the grant date of the incentive plan shall be determined by the board of directors after the incentive plan is reviewed and approved by the general meeting of shareholders.
2.2 on January 7, 2022, the board of directors of the company held the 19th meeting of the first board of directors, deliberated and adopted the proposal on the first grant of restricted shares to incentive objects, and determined January 7, 2022 as the first grant date of this incentive plan, The determination of the grant date has been approved by the independent directors of the company and deliberated and adopted at the 16th meeting of the first board of supervisors of the company.
The lawyers of the firm believe that the first grant date of the incentive plan is the trading day and shall be determined within 60 days from the date when the incentive plan is deliberated and approved by the general meeting of shareholders of the company, which is in line with the relevant provisions of the management measures, the regulatory guide and the incentive plan (Draft). 3、 Incentive objects, quantity and price granted for the first time in this incentive plan
3.1 on January 7, 2022, the board of directors of the company held the 19th meeting of the first board of directors, deliberated and adopted the proposal on granting restricted shares to incentive objects for the first time, and determined that 113 incentive objects were granted in the incentive plan, 10519000 restricted shares were granted, and the grant price was 10.97 yuan / share.
The subject qualification of the given incentive objects is legal and effective, and it is agreed to grant 1051900 restricted shares to 113 incentive objects at the grant price of 10.97 yuan / share.
3.3 on January 7, 2022, the 16th meeting of the first board of supervisors of the company agreed to grant 10.519 million restricted shares to 113 incentive objects at the grant price of 10.97 yuan / share.
The lawyers of the firm believe that the incentive objects, grant quantity and grant price determined by the first grant of the company comply with the relevant provisions of the administrative measures, listing rules and incentive plan (Draft). 4、 Conditions for the first grant of this incentive plan
According to the management measures, incentive plan (Draft) and other relevant provisions, the incentive object of the company’s incentive plan can be granted restricted shares only if the following conditions are met at the same time: 4.1 the company has not been under any of the following circumstances:
(1) An audit report with a negative opinion or unable to express an opinion on the financial and accounting report of the most recent fiscal year 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 a certified public accountant;
(3) Failure to distribute profits in accordance with laws and regulations, the articles of association and public commitments within the last 36 months after listing;
(4) Equity incentive is not allowed according to laws and regulations;
(5) Other circumstances recognized by the CSRC.
4.2 the incentive object does not have any of the following circumstances:
(1) Being identified as inappropriate by the stock exchange within the last 12 months;
(2) It has been identified as an inappropriate candidate by the CSRC and its dispatched offices within the last 12 months;
(3) Being administratively punished by the CSRC and its dispatched offices or taking market entry prohibition measures for major violations of laws and regulations within the last 12 months;
(4) Those who are not allowed to serve as directors or senior managers of the company as stipulated in the company law;
(5) Those who are not allowed to participate in equity incentive of listed companies according to laws and regulations;
(6) Other circumstances recognized by the CSRC.
According to the independent opinions issued by the company’s independent directors and the verification opinions on the list of incentive objects first granted by the company’s restricted stock incentive plan in 2021 (as of the grant date) issued by the board of supervisors, Both the independent directors and the board of supervisors believe that the incentive objects of the incentive plan meet the conditions specified in the management measures and the incentive plan (Draft), and they are legal and effective as the incentive objects of the incentive plan.
Our lawyers noted that after disclosing the relevant documents of the incentive plan, the company conducted a self-examination on the trading of the company’s shares by insiders within 6 months before the announcement, and issued a self-examination report on the trading of the company’s shares by insiders of the company’s restricted stock incentive plan in 2021 and incentive objects. According to the company’s self inspection report, the incentive objects and their immediate family members bought and sold the company’s shares within 6 months before the announcement; It is confirmed by these incentive objects that during the period when they buy and sell the company’s shares, they have not been informed of the insider information of the listed company planning this incentive plan, and there is no trading using the insider information.
According to the information provided by the company and verified by our lawyers, as of the date of issuance of this legal opinion, neither the company nor the incentive object has any of the above circumstances. Our lawyers believe that the incentive plan (Draft) stipulates
