Guohao law firm (Shenzhen)
about
Teyi Pharmaceutical Group Co.Ltd(002728)
Legal opinion on the adjustment of exercise price of stock option incentive plan in 2021
42, 41, 31de, 2403, 2405, special zone newspaper building, 6008 Shennan Avenue, Futian District, Shenzhen
Tel.: (+ 86) (755) 83515666 fax.: (+ 86) (755) 83515333 / 83515090 website: http://www.grandall.com.cn.
May 2022
interpretation…… Section 1 Introduction 5 Section II text seven
1、 Approval and authorization of the adjustment of the incentive plan seven
2、 Details of exercise price adjustment seven
3、 Concluding observations eight
interpretation
Unless otherwise specified, the relevant words in this legal opinion have the following specific meanings:
The company, Teyi Pharmaceutical Group Co.Ltd(002728) refers to Teyi Pharmaceutical Group Co.Ltd(002728)
Stock incentive plan refers to Teyi Pharmaceutical Group Co.Ltd(002728) 2021 stock option incentive plan
This incentive plan refers to this stock option incentive plan of the company
Stock options granted by the company to incentive objects at predetermined prices and conditions in a certain period of time in the future refer to
The right to purchase a certain number of shares of the company
Company Law refers to the company law of the people’s Republic of China
Securities Law refers to the securities law of the people’s Republic of China
The Administrative Measures refer to the administrative measures for equity incentive of listed companies
This office refers to Guohao law firm (Shenzhen)
The lawyer of the exchange refers to the handling lawyer appointed by the exchange for this incentive plan
Yuan refers to RMB unless otherwise specified
Guohao law firm (Shenzhen)
About Teyi Pharmaceutical Group Co.Ltd(002728)
Adjustment of exercise price of stock option incentive plan in 2021
Legal opinion
GLG / SZ / a2957 / FY / 2022205 to: Teyi Pharmaceutical Group Co.Ltd(002728)
Guohao law firm (Shenzhen) (hereinafter referred to as “the firm”) is entrusted by your company to act as the special legal adviser of your company for this incentive plan.
According to the requirements of the company law, the securities law, the administrative measures and other laws, regulations and normative documents, the administrative measures for securities legal business of law firms and the practicing rules for securities legal business of law firms (for Trial Implementation), the lawyers of the firm issue this legal opinion in accordance with the business standards, ethics and the spirit of diligence recognized by the law firm.
Section I Introduction
The lawyer of our firm gives legal opinions according to the facts that have occurred or existed before the date of issuance of this legal opinion, the current laws and regulations of China and the relevant provisions of the CSRC, and declares as follows:
1. In accordance with the provisions of the company law, the securities law, the administrative measures, the administrative measures for law firms engaging in securities legal business and the practicing rules for securities legal business of law firms (for Trial Implementation), as well as 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.
2. In order to issue this legal opinion, the office and the handling lawyer consulted the documents and materials related to the incentive plan provided by the company and verified the relevant facts involved in the incentive plan. The company has made a commitment to the exchange and has provided the handling lawyer of the exchange with the original written materials, copies or oral testimony that are necessary, accurate and effective to issue this legal opinion; Ensure that the documents and statements provided by it are true and complete; The signature and seal on the original document are true, and the copy and copy are consistent with the original and the original without any concealment, falsehood and major omission. The signatories of all documents and materials submitted to the exchange have full civil capacity, and their signing has been fully and effectively authorized.
3. The exchange and the handling lawyer only express opinions on the relevant legal matters related to the company’s incentive plan, and do not express opinions on the rationality of the subject stock value, assessment standards and other matters involved in the plan, as well as accounting, finance and other non legal professional matters. When quoting relevant financial data or conclusions in this legal opinion, the firm and the handling lawyer have fulfilled the necessary duty of care, but such quoting shall not be deemed as any express or implied guarantee by the firm and the handling lawyer for the authenticity and accuracy of these data and conclusions.
4. For the fact that it is very important to issue this legal opinion and cannot be supported by independent evidence, the office and the handling lawyer rely on the certificates or explanatory documents issued by relevant government departments, companies or other relevant institutions and persons, as well as the search information on the website of government departments to express their opinions. The authenticity, validity, completeness and accuracy of such certificates, confirmation documents or information shall be borne by the unit or person issuing such certificates, confirmation documents or publishing such public information.
5. The exchange agrees that this legal opinion, as one of the necessary documents of the company’s incentive plan, shall be reported or publicly disclosed together with other application materials, and shall bear corresponding legal liabilities for the legal opinion issued in accordance with the law. 6. This legal opinion is only used by the company for the purpose of implementing this incentive plan, and shall not be used for any other purpose. The exchange agrees that the company shall quote the contents of this legal opinion in the relevant documents prepared by the company for the implementation of this incentive plan, but when the company makes the above quotation, it shall not cause legal ambiguity or misinterpretation due to the quotation. The exchange has the right to review and confirm the relevant contents of the cited documents again.
Section II main body
1、 Approval and authorization of the adjustment of the incentive plan
1. On October 28, 2021, the company held the first extraordinary general meeting of shareholders in 2021, deliberated and approved the proposal on the company’s stock option incentive plan in 2021 (Draft) and its summary, the proposal on the measures for the implementation and assessment of the company’s stock option incentive plan in 2021, and the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the stock option incentive plan in 2021, Authorize the board of directors to adjust the exercise price of stock options according to the method specified in the incentive plan when the company has matters such as capital reserve converted into share capital, distribution of stock dividends, stock subdivision or reduction, allotment and dividend distribution.
2. On November 30, 2021, the company held the 23rd Meeting of the 4th board of directors and the 23rd Meeting of the 4th board of supervisors, deliberated and approved the proposal on granting stock options to incentive objects, the independent directors of the company expressed independent opinions on relevant matters, and the board of supervisors verified the list of incentive objects granted stock options and grant arrangements.
3. On May 4, 2022, the company held the 27th meeting of the 4th board of directors and the 27th meeting of the 4th board of supervisors, deliberated and adopted the proposal on adjusting the exercise price of 2021 stock option incentive plan, and the independent directors of the company expressed independent opinions on relevant matters.
To sum up, our lawyers believe that the company has obtained the necessary approval and authorization procedures for the adjustment of exercise price in this incentive plan, which is in line with the relevant provisions of the administrative measures and the stock incentive plan.
2、 Details of exercise price adjustment
According to the resolution of the 27th meeting of the 4th board of directors of the company, the specific circumstances of the adjustment of exercise price in this incentive plan are as follows:
(I) adjustment reasons
The 2021 annual general meeting of shareholders of the company deliberated and approved the 2021 annual equity distribution plan of the company. Based on the total share capital on the equity registration date when the equity distribution is implemented, the company will distribute a cash dividend of 6.50 yuan (including tax) to all shareholders for every 10 shares, without giving bonus shares or increasing share capital with accumulation fund. The profit distribution plan of the company is to be implemented on May 10, 2022.
According to the relevant provisions of the company’s stock incentive plan, the exercise price of the stock option incentive plan in 2021 shall be adjusted.
(II) adjustment results
According to the stock incentive plan, the method of adjusting the exercise price due to dividend distribution is as follows:
P＝P0-V
Where: P0 is the exercise price before adjustment; V is the dividend per share; P is the adjusted exercise price. After dividend adjustment, P must still be greater than 1.
After this adjustment, the exercise price of the stock incentive plan in 2021 will be adjusted from 14.22 yuan / share to 13.57 yuan / share.
In conclusion, our lawyers believe that the adjustment of the exercise price of the company’s stock option incentive plan in 2021 complies with the relevant provisions of the administrative measures and the stock incentive plan, and the adjustment matters are legal and effective.
3、 Concluding observations
In conclusion, our lawyers believe that the adjustment of exercise price of Teyi Pharmaceutical Group Co.Ltd(002728) this stock option incentive plan has obtained the necessary approval and authorization, complies with the provisions of the administrative measures and the stock incentive plan, and is legal and effective.
This legal opinion is made in triplicate. It shall come into force after being signed by the person in charge of the office and the handling lawyer and sealed by the office. (no text below)
[there is no text on this page, which is the signature page of Guohao law firm’s legal opinion on the adjustment of exercise price of Teyi Pharmaceutical Group Co.Ltd(002728) 2021 stock option incentive plan]
Person in charge: Handling lawyer:
Ma zhuotan, Chen benrong
Huang Yuan
specific date
