Legal opinion of Shanghai Chengming Zezheng law firm on the restricted stock incentive plan in 2022
Shanghai Chengming Zezheng law firm
About Jiangsu Aidea Pharmaceutical Co.Ltd(688488)
Implementation of restricted stock incentive plan in 2022
Legal opinion
Shanghai Chengming Zezheng law firm
Room 2805, phase II, Henglong Plaza, No. 1366, Nanjing West Road, Shanghai
Tel: 021-52526819 Fax: 021-52526089
www.cm-law. com. cn.
To: Jiangsu Aidea Pharmaceutical Co.Ltd(688488)
Shanghai Chengming Zezheng law firm (hereinafter referred to as "the firm") has accepted the entrustment of Jiangsu Aidea Pharmaceutical Co.Ltd(688488) (hereinafter referred to as " Jiangsu Aidea Pharmaceutical Co.Ltd(688488) " or "the company") to act as the special legal adviser for the company's restricted stock incentive plan in 2022 (hereinafter referred to as "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") and the measures for the administration of equity incentive of listed companies (hereinafter referred to as the "administrative measures") The provisions of relevant laws, regulations and normative documents such as the Listing Rules of Shanghai Stock Exchange on the Kechuang board (hereinafter referred to as the "Listing Rules") and the business guide for information disclosure of companies listed on the Kechuang board No. 4 - disclosure of equity incentive information (hereinafter referred to as the "disclosure guide") and the Jiangsu Aidea Pharmaceutical Co.Ltd(688488) articles of Association (hereinafter referred to as the "articles of association"), In accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, the company has verified and verified the relevant documents provided by the company, and issued this legal opinion for the company's incentive plan.
In order to issue this legal opinion, our lawyer hereby makes the following statement:
1、 In accordance with the provisions of the company law, 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, the firm and its handling lawyers have strictly performed their statutory duties and followed the principles of diligence and good faith, The legal compliance of the incentive plan has been fully verified to ensure that there are no false records, misleading statements and major omissions in this legal opinion.
2、 Our lawyers agree to take this legal opinion as a necessary legal document for this incentive plan, report it to Shanghai Stock Exchange (hereinafter referred to as "Shanghai Stock Exchange") together with other materials for public disclosure, and bear legal responsibility for the legal opinion issued in accordance with the law. The lawyer of the firm agrees that the company shall quote the relevant contents of this legal opinion in the relevant documents prepared by the company for the implementation of the incentive plan, but when the company makes the above quotation, it shall not cause legal ambiguity or misinterpretation due to the quotation. The lawyer of the firm has the right to review and confirm the corresponding contents of the above relevant documents again.
3、 In order to issue this legal opinion, the company has guaranteed to provide the lawyers of the firm with authentic and effective original written materials, copies or oral testimony necessary for the issuance of this legal opinion. The signatures and / or seals on the relevant materials are true and valid, and the relevant copies or copies are consistent with the original materials or originals, There are no false contents and major omissions.
4、 For the facts that are crucial to this legal opinion and cannot be supported by independent evidence, the exchange relies on the statements or supporting documents issued by relevant government departments, companies or other relevant units to make judgments.
5、 Our lawyers only express opinions on the legal issues related to the incentive plan, but do not express opinions on the rationality of the underlying equity value and other non legal professional matters such as accounting and finance involved in the incentive plan. The quotation of relevant financial data or conclusions in this legal opinion does not mean that the exchange makes any express or implied guarantee for the authenticity and accuracy of these data or conclusions. The institute does not have the appropriate qualification to verify and evaluate such data and conclusions.
6、 This legal opinion is only for the purpose of this incentive plan and shall not be used for any other purpose. Our lawyers have verified and verified the relevant documents and 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 the following legal opinions:
catalogue
1、 The company is qualified to implement the incentive plan 5 II. Legality and compliance of the incentive plan 6 III. decision making and approval procedures involved in the incentive plan 8 IV. incentive objects of the incentive plan 11 v. information disclosure of the incentive plan Vi. this incentive plan does not provide financial assistance to the incentive object 12 VII. Impact of the incentive plan on Jiangsu Aidea Pharmaceutical Co.Ltd(688488) and the interests of all shareholders 12 VIII. Avoidance of voting involved in this incentive plan 13 IX. concluding comments 13 I. The company is qualified to implement the incentive plan
(I) subject qualification
1. Basic information
The company is listed on the science and Innovation Board of Shanghai Stock Exchange, with stock abbreviation of " Jiangsu Aidea Pharmaceutical Co.Ltd(688488) " and stock code of "688488". After verification by our lawyers, the company now holds the business license with the unified social credit code of 913210006979433664 issued by Yangzhou market supervision and Administration Bureau of Jiangsu Province. According to the business license, the legal representative of the company is Fu Heliang, the registered capital is RMB 420 million, the domicile is No. 2, Liuzhuang Road, Hanjiang District, Yangzhou City, Jiangsu Province, the business term is from December 15, 2009 to no fixed term, and the business scope is drug R & D, drug production and sales; Development, acquisition, processing and sales of human urinary protein, animal organs and effective components of plant raw materials; Technology research, development and transfer, technical consultation and technical services; Self support and agency of import and export business of general commodities and technologies (not involving state-owned trade management commodities, but involving quota and license management commodities, the application shall be handled in accordance with the relevant provisions of the state). (the business scope does not include the projects for which the State implements special administrative measures for foreign investment access, and the projects that must be approved according to law can only be carried out after being approved by relevant departments).
2. Legal existence
According to the company's current valid business license, articles of association and the verification of our lawyers through the national enterprise credit information publicity system, as of the date of issuance of this legal opinion, the company's business status is in existence. At present, the company does not need to be terminated in accordance with laws, regulations, normative documents and the articles of association.
(II) there is no prohibition of equity incentive
According to the audit report of Rongcheng Shenzi [2021] No. 216z0070 issued by Rongcheng Certified Public Accountants (special general partnership), Jiangsu Aidea Pharmaceutical Co.Ltd(688488) the annual report of the latest year and the description of the company, and through our lawyers, log in to the "inquiry platform of dishonesty records in Securities and futures market" of China Securities Regulatory Commission（ http://neris.c
Stand（ https://www.creditchina.gov.cn./ ）National enterprise credit information publicity system（ http://www.gsxt.gov.cn./ ）China executive information disclosure network（ http://zxgk.court.gov.cn./shixin/ ）Through inquiry, as of the date of issuance of this legal opinion, Jiangsu Aidea Pharmaceutical Co.Ltd(688488) there are no following circumstances under which the equity incentive plan shall not be implemented as stipulated in Article 7 of the administrative measures:
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.
In conclusion, our lawyers believe that Jiangsu Aidea Pharmaceutical Co.Ltd(688488) is a joint stock limited company established and validly existing according to law; As of the issuance date of this legal opinion, Jiangsu Aidea Pharmaceutical Co.Ltd(688488) there is no need to terminate in accordance with laws and regulations and the articles of association, and there is no situation that equity incentive shall not be implemented in accordance with the management measures; Jiangsu Aidea Pharmaceutical Co.Ltd(688488) have the subject qualification and conditions for implementing the equity incentive plan. 2、 Legality and compliance of the incentive plan
The proposal on Jiangsu Aidea Pharmaceutical Co.Ltd(688488) 2022 restricted stock incentive plan (Draft) and its summary was considered and adopted at the 21st Meeting of the first board of directors on January 19, 2022.
According to the Jiangsu Aidea Pharmaceutical Co.Ltd(688488) 2022 restricted stock incentive plan (Draft) (hereinafter referred to as the "incentive plan (Draft)"), the equity incentive plan adopts the form of restricted stock. The incentive plan (Draft) mainly includes "interpretation", "purpose and principle of the incentive plan", "management organization of the incentive plan", "basis and scope for determining incentive objects", "incentive mode, source, quantity and distribution of restricted shares", "validity period, grant date, attribution arrangement and lock up period of the incentive plan" "The granting price of restricted shares and the determination method of the granting price", "the granting and attribution conditions of restricted shares", "the implementation procedure of the restricted stock incentive plan", "the adjustment method and procedure of the restricted stock incentive plan", "the accounting treatment of restricted shares", "the respective rights and obligations of the company / incentive object", "the treatment of changes in the company / incentive object" and "Supplementary Provisions" and other 14 chapters.
After verification by our lawyers, the incentive plan (Draft) has included the following contents:
(I) purpose of equity incentive;
(II) determination basis and scope of incentive objects;
(III) the number of rights and interests to be granted, the type, source, number of underlying shares involved in the rights and interests to be granted, and the percentage in the total share capital of the listed company;
(IV) if the incentive objects are directors and senior managers, the number of rights and interests they can be granted and their percentage in the total amount of rights and interests to be granted under the equity incentive plan; The number of rights and interests that can be granted to other incentive objects and their percentage in the total amount of rights and interests to be granted under the equity incentive plan;
(V) the validity period of the equity incentive plan, the grant date of restricted shares, the restricted sale period and the lifting of the restricted sale arrangements;
(VI) the grant price of restricted shares or the method for determining the grant price;
(VII) conditions for granting rights and interests to incentive objects and exercising rights and interests;
(VIII) procedures for the granting of rights and interests by listed companies and the exercise of rights and interests by incentive objects;
(IX) methods and procedures for adjusting the number of rights and interests, the number of underlying shares, grant price or exercise price; (x) accounting treatment method of equity incentive, determination method of fair value of restricted shares, accrued expenses for the implementation of equity incentive and its impact on the operating performance of listed companies;
（11） Change and termination of equity incentive plan;
（12） The implementation of the equity incentive plan in case of change of control, merger, division of the listed company and change of position, resignation and death of the incentive object;
（13） Relevant disputes or dispute settlement mechanism between listed companies and incentive objects;
（14） Other rights and obligations of listed companies and incentive objects.
Our lawyers believe that the contents of the incentive plan (Draft) deliberated and adopted by the Jiangsu Aidea Pharmaceutical Co.Ltd(688488) board of directors comply with the relevant provisions on the contents that listed companies should specify in the equity incentive plan in Article 9 of the administrative measures. 3、 Decision making and approval procedures involved in this incentive plan
(I) Jiangsu Aidea Pharmaceutical Co.Ltd(688488) is the main procedure performed for the implementation of the incentive plan
After verification by our lawyers, as of the date of issuance of this legal opinion, Jiangsu Aidea Pharmaceutical Co.Ltd(688488) has performed the following main procedures for the implementation of this incentive plan:
1. The remuneration and assessment committee under the board of directors prepared the incentive plan (Draft) and submitted it to the board of directors for deliberation.
2. On January 19, 2022, the 21st Meeting of the first board of directors of the company deliberated and approved the incentive plan (Draft), its summary and the proposals related to the equity incentive plan.
3. On January 19, 2022, the independent directors of the company expressed independent opinions on the relevant proposals of the company's incentive plan, holding that:
(1) The formulation and review process of the company's incentive plan (Draft) and its summary comply with the provisions of relevant laws, regulations, rules and normative documents such as the administrative measures, listing rules and so on. (2) It is not found that the company is prohibited from implementing the equity incentive plan as stipulated in the management measures and other laws, regulations and normative documents, and the company has the subject qualification to implement the equity incentive plan. (3) The incentive objects determined by the company's restricted stock incentive plan have the qualifications specified in the company law, securities law, articles of association and other laws, regulations and normative documents; There is no situation that the stock exchange has identified it as an inappropriate candidate within the last 12 months; There is no case that the CSRC and its dispatched offices have identified it as an inappropriate candidate within the last 12 months; There are no cases in which the CSRC and its dispatched offices have imposed administrative penalties or taken market entry prohibition measures for major violations of laws and regulations in the last 12 months; There are no circumstances under which the company law stipulates that he shall not serve as a director or senior manager of the company; There are no circumstances where laws and regulations stipulate that they are not allowed to participate in the equity incentive of listed companies. The listed personnel meet the conditions of incentive objects specified in the administrative measures and listing rules, and the scope of incentive objects specified in the company's incentive plan (Draft)
