Guohao law firm (Shanghai)
about
Fujian Cosunter Pharmaceutical Co.Ltd(300436) cancel the part of 2020 stock option incentive plan
the stock option
of
Legal opinion
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Website: http://www.grandall.com.cn.
Guohao law firm (Shanghai)
About Fujian Cosunter Pharmaceutical Co.Ltd(300436)
Cancellation of some stock options in 2020 stock option incentive plan
Legal opinion
To: Fujian Cosunter Pharmaceutical Co.Ltd(300436)
Guohao law firm (Shanghai) (hereinafter referred to as “the firm”) has accepted the entrustment of Fujian Cosunter Pharmaceutical Co.Ltd(300436) (hereinafter referred to as ” Fujian Cosunter Pharmaceutical Co.Ltd(300436) ” or “the company”) 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”) Relevant provisions of the Shenzhen Stock Exchange gem stock listing rules (hereinafter referred to as the “Listing Rules”), the administrative measures for equity incentive of listed companies (hereinafter referred to as the “administrative measures”) and other laws and regulations, as well as the Fujian Cosunter Pharmaceutical Co.Ltd(300436) 2020 stock option incentive plan (Draft) (hereinafter referred to as the “2020 stock option incentive plan”), This legal opinion is issued on matters related to the cancellation of some granted but not exercised stock options of incentive objects (hereinafter referred to as “part of stock options cancelled this time”).
For the issuance of this legal opinion, our lawyer hereby makes the following statement:
(I) the firm and its lawyers issue this legal opinion in accordance with the provisions of laws and regulations such as the securities law, the measures for the administration of law firms engaging in securities legal business and the rules for the practice of securities legal business of law firms (for Trial Implementation), as well as the relevant facts and legal matters that have occurred or exist before the date of issuance of the legal opinion;
(II) our lawyers have strictly performed their legal duties, followed the principles of diligence and good faith, conducted sufficient verification and verification, and ensured 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, and bear corresponding legal liabilities;
(III) our lawyers agree to take this legal opinion as one of the necessary legal documents for the cancellation of some stock options of the company, report or announce it together with other disclosure materials, and bear corresponding legal liabilities for the legal opinions issued according to law;
(IV) the company guarantees to the exchange that it has provided the lawyers of the exchange with authentic, complete and effective original written materials, copies, copies or oral testimony necessary for the issuance of this legal opinion;
(V) our lawyers only express opinions on legal professional matters related to Fujian Cosunter Pharmaceutical Co.Ltd(300436) this cancellation of some stock options, and do not express opinions on other non legal professional matters;
(VI) our lawyer has not authorized any unit or individual to make any explanation or explanation on this legal opinion; (VII) this legal opinion is only for Fujian Cosunter Pharmaceutical Co.Ltd(300436) this cancellation of some stock options and shall not be used for any other purpose.
Based on the above, in accordance with the provisions of relevant laws, regulations and normative documents, and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, our lawyers give legal opinions on the matters related to Fujian Cosunter Pharmaceutical Co.Ltd(300436) this cancellation of some stock options as follows: I. The procedures for the cancellation of some stock options have been fulfilled
1. On April 14, 2020, the company held the 33rd meeting of the third board of directors and the 24th Meeting of the third board of supervisors respectively, deliberated and adopted the proposal on the 2020 stock option incentive plan (Draft) and its summary, the proposal on the measures for the implementation and assessment of the 2020 stock option incentive plan Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the 2020 stock option incentive plan and proposal on requesting the convening of the second extraordinary general meeting of shareholders in 2020. Independent directors of the company expressed independent opinions.
2. From April 15, 2020 to April 24, 2020, the company publicized the names and positions of the incentive objects within the company. During the publicity period, the board of supervisors of the company did not receive any objection related to the incentive objects proposed in the 2020 stock option incentive plan. On April 25, 2020, the company disclosed the review opinions and publicity statement of the board of supervisors on the list of incentive objects of 2020 stock option incentive plan.
3. On April 30, 2020, the company held the second extraordinary general meeting of shareholders in 2020, deliberated and passed the proposal on the 2020 stock option incentive plan (Draft) and its summary, the proposal on the measures for the administration of the implementation and assessment of the 2020 stock option incentive plan, and the proposal on submitting to the general meeting of shareholders to authorize the directors
The Council handled the proposal on matters related to the 2020 stock option incentive plan, and disclosed the self inspection report on the trading of company shares by insiders and incentive objects of the 2020 stock option incentive plan on May 1, 2020.
4. On May 12, 2020, the company held the 35th meeting of the third board of directors and the 26th meeting of the third board of supervisors respectively, deliberated and adopted the proposal on granting stock options to incentive objects. According to the relevant provisions of the administrative measures, the 2020 stock option incentive plan and the authorization of the second extraordinary general meeting of shareholders in 2020 held on April 30, 2020, The board of directors considered that the authorization conditions specified in the 2020 stock option incentive plan of the company had been met, and agreed to determine may122020 as the authorization date, granting 2.8 million stock options to 35 incentive objects. The independent directors of the company expressed independent opinions on this, and the board of supervisors verified the list of incentive objects granted stock options this time.
5. On June 15, 2020, the company completed the grant registration of stock options involved in the 2020 stock option incentive plan and granted 2.8 million stock options to 35 incentive objects.
6. On January 14, 2022, the company held the 10th meeting of the 4th board of directors and the 9th meeting of the 4th board of supervisors respectively, and deliberated and approved (1) the proposal on canceling some stock options of the 2020 stock option incentive plan. According to the relevant provisions of the 2020 stock option incentive plan, A total of 1204000 stock options that cannot be exercised due to the resignation of 13 original incentive objects of the company due to personal reasons and failure to meet the incentive conditions shall be cancelled; (2) The proposal on the achievement of exercise conditions in the first exercise period of 2020 stock option incentive plan holds that the exercise conditions in the first exercise period of 2020 stock option incentive plan of the company have been achieved, and it is agreed that 798000 stock options of 22 incentive objects who meet the exercise conditions will be exercised in the first exercise period, and the exercise period is from May 12, 2021 to May 11, 2022. The board of supervisors issued verification and consent opinions, and the independent directors of the company issued independent opinions.
7. On April 21, 2022, the company held the 13th meeting of the 4th board of directors and the 12th meeting of the 4th board of supervisors respectively, deliberated and adopted the proposal on canceling some stock options in the 2020 stock option incentive plan. According to the relevant provisions of the 2020 stock option incentive plan, A total of 798000 stock options that could not be exercised due to failure to meet the performance assessment in the second exercise period of the company were cancelled. The board of supervisors issued a verification and consent opinion, and the independent directors of the company issued a consent opinion.
In conclusion, our lawyers believe that as of the date of issuance of this legal opinion, the cancellation of some stock options of the company has obtained the necessary authorization and approval at this stage, which is in line with the relevant provisions of the management measures, the articles of association and the 2020 stock option incentive plan. According to the authorization of the second extraordinary general meeting of shareholders in 2020, the cancellation of some stock options does not need to be submitted to the general meeting of shareholders for deliberation. 2、 Reasons and quantity of partial cancellation of stock options
In view of the fact that the performance assessment of the company in the second exercise period of the 2020 stock option incentive plan did not meet the standard, 798000 stock options in the second exercise period were cancelled.
In conclusion, our lawyers believe that as of the date of issuance of this legal opinion, the reasons and quantity of the company’s cancellation of some stock options this time comply with the relevant provisions of the administrative measures, the articles of association and the 2020 stock option incentive plan. 3、 Concluding observations
In conclusion, our lawyers believe that as of the date of issuance of this legal opinion, the company has obtained the necessary approval and authorization for the cancellation of some stock options at this stage. According to the authorization of the second extraordinary general meeting of shareholders in 2020, some stock options cancelled this time need not be submitted to the general meeting of shareholders for deliberation. The reason and quantity of this cancellation of some stock options comply with the relevant provisions of the administrative measures, the articles of association and the 2020 stock option incentive plan. The company shall timely perform the obligation of information disclosure on matters related to the cancellation of some stock options, and go through the relevant registration procedures for the cancellation of stock options with China Securities Depository and Clearing Co., Ltd. Shenzhen Branch.
This legal opinion is made in triplicate.
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(there is no text on this page, which is the signature page of the legal opinion of Guohao law firm (Shanghai) on Fujian Cosunter Pharmaceutical Co.Ltd(300436)
Guohao law firm (Shanghai)
Person in charge: Handling lawyer:
————————————————————Lawyer Li Qiang lawyer Li Qiang
——————————Lawyer Qiao ruoyao
specific date
