Shanghai Guangfa law firm
About Ningbo Menovo Pharmaceutical Co.Ltd(603538)
Matters related to repurchase and cancellation of some restricted shares
Legal opinion
Tel: 021-58358013 | Fax: 021-58358012
website: http://www.gffirm.com. |Email: [email protected].
Office address: 26th floor, Taikang Insurance Building, No. 429, Nanquan North Road, Shanghai Postal Code: 200120
Shanghai Guangfa law firm
About Ningbo Menovo Pharmaceutical Co.Ltd(603538)
Matters related to repurchase and cancellation of some restricted shares
Legal opinion
To: Ningbo Menovo Pharmaceutical Co.Ltd(603538)
Shanghai Guangfa law firm (hereinafter referred to as "the firm") is entrusted by Ningbo Menovo Pharmaceutical Co.Ltd(603538) (hereinafter referred to as " Ningbo Menovo Pharmaceutical Co.Ltd(603538) " or "the company") to act as the special legal adviser for Ningbo Menovo Pharmaceutical Co.Ltd(603538) to implement the restricted stock 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"), the measures for the administration of equity incentive of listed companies (hereinafter referred to as the "administrative measures") and other laws, regulations and normative documents, as well as the Ningbo Menovo Pharmaceutical Co.Ltd(603538) articles of Association (hereinafter referred to as the "articles of association") This legal opinion is issued in accordance with the provisions of the Ningbo Menovo Pharmaceutical Co.Ltd(603538) 2018 restricted stock incentive plan (hereinafter referred to as the "equity incentive plan") and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry.
The exchange issues legal opinions in accordance with the facts that have occurred or exist before the issuance date of this legal opinion, the current laws and regulations of China and the relevant provisions of the CSRC, and declares as follows: the exchange and its handling lawyers in accordance with the securities law In accordance with the provisions of 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, they have strictly performed their statutory duties, followed the principles of diligence and good faith, and conducted full verification and 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.
In the course of the investigation for the issuance of this legal opinion, the company guarantees that it has provided the original written materials and copies that the lawyers of the firm believe are necessary for the issuance of this legal opinion, and that the above documents are true, accurate, complete, legal and effective, that all signatures and seals on the documents are true, and that all copy materials or copies are consistent with the original; All facts and documents sufficient to affect the legal judgment made by our lawyers have been disclosed without any concealment, misleading or omission.
The necessary legal documents of the stock exchange shall be submitted together with other application materials, and shall bear corresponding legal liabilities according to law. This legal opinion is only for the purpose of the company's repurchase and cancellation of restricted shares, and shall not be used for any other purpose without the prior written consent of the exchange.
According to the requirements of the law, in accordance with the recognized business standards, ethics and the spirit of diligence in the lawyer industry, the lawyers of the firm have fully verified and verified the relevant documents provided by the company and issued the following legal opinions.
1、 Approval and authorization on matters related to the repurchase and cancellation of restricted shares
The lawyers of the firm consulted the relevant meeting materials of the company on the repurchase and cancellation of restricted shares, stock incentive plan and other materials.
According to the provisions of "II. Changes in the personal situation of the incentive object" in Chapter XIII "handling of changes in the company and incentive objects" of the company's stock incentive plan: "(III) if the incentive object leaves the company due to resignation and layoffs, the restricted shares granted to the incentive object but not lifted shall not be lifted, and the company shall repurchase and cancel them at the grant price". On August 8, 2018, the company held the second extraordinary general meeting of shareholders in 2018 and passed the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the equity incentive plan, In the proposal, the general meeting of shareholders authorizes the board of directors to be responsible for the specific implementation of equity incentive, including but not limited to: when there are restricted shares listed in the 2018 restricted stock incentive plan that need to be repurchased and cancelled, all matters necessary for the repurchase and cancellation of such shares.
On July 23, 2021, the company held the second meeting of the Fourth Board of directors, deliberated and approved the proposal on repurchase and cancellation of restricted shares granted to some incentive objects but not lifted. In view of the resignation of Deng Jian and other six incentive objects and no longer have the qualification of incentive objects, according to the management measures, stock incentive plan and other relevant provisions, The board of directors agreed to repurchase all 13300 restricted shares granted but not lifted from the above six incentive objects, and handle the repurchase cancellation procedures.
According to the verification of our lawyers, Deng Jian and other six incentive objects resigned for personal reasons and terminated the labor contract with the company in advance, which is no longer in line with the provisions on Incentive objects in the company's equity incentive plan. According to the relevant provisions of the stock incentive plan, the restricted shares granted to such incentive objects but not lifted shall be repurchased and cancelled by the company at the grant price.
The exchange believes that the company's repurchase and cancellation of restricted shares meets the cancellation conditions specified in the stock incentive plan, and the approval and authorization of matters related to the repurchase and cancellation of restricted shares comply with the administrative measures, stock incentive plan and other relevant laws and regulations.
2、 Specific information on the cancellation of this restricted stock repurchase
The lawyers of the firm consulted the relevant meeting materials of the company on the repurchase and cancellation of restricted shares, the restricted stock grant agreement signed between the incentive object involved in the repurchase and cancellation and the company, etc. According to the verification of our lawyers, the details of the company's restricted stock repurchase and cancellation are as follows:
(I) objects of this restricted stock repurchase cancellation
According to the verification of our lawyers, the repurchase and cancellation of restricted shares involves six incentive objects such as Deng Jian. The company has completed the grant registration of restricted shares and granted a total of 36200 restricted shares to six incentive objects such as Deng Jian, of which 22900 shares have been lifted, and the remaining restricted shares are 13300.
(II) reasons for cancellation of this restricted stock repurchase
According to the stock incentive plan of the company and the proposal on the company granting restricted shares to the incentive objects for the first time in the 2018 restricted stock incentive plan deliberated and adopted at the third meeting of the third board of directors of the company, in view of the fact that 6 incentive objects have resigned for personal reasons, they have not met the provisions on Incentive objects in the company's restricted stock incentive plan, The company decides to repurchase and cancel the restricted shares held by the above incentive objects that have been granted but have not been lifted.
(III) number of restricted stock repurchases
According to the stock incentive plan of the company and the proposal on the company granting restricted shares to the incentive objects for the first time in the 2018 restricted stock incentive plan deliberated and adopted at the third meeting of the third board of directors of the company, the granting date of the company's first restricted stock incentive is August 30, 2018, with a total of 200 granted objects and a grant price of 7.62 yuan / share, The actual number of shares granted was 5.134 million, of which a total of 36200 shares were granted to six incentive objects such as Deng Jian. The shares granted have been registered in Shanghai Branch of China Securities Depository and Clearing Corporation Limited (hereinafter referred to as "zhongdeng company Shanghai Branch") on September 21, 2018. According to the stock incentive plan, the shares to be repurchased by the company this time are the restricted shares held by Deng Jian and other 6 persons who have not yet lifted the sales restriction. The number of repurchases is 13300 shares and the repurchase price is 7.31 yuan / share.
(IV) date of cancellation of this restricted stock repurchase
According to the written instructions and relevant materials issued by the company, the company has opened a special securities account for the restricted stock repurchase in zhongdeng company's Shanghai Branch (Account No.: b882755252) and submitted an application for cancellation of the restricted stock repurchase to zhongdeng company's Shanghai Branch. The company expects to complete the cancellation of the repurchased shares on January 24, 2022.
The exchange believes that the object, reason, number and price of shares repurchased and the date of cancellation of the company's restricted stock repurchase and cancellation comply with the administrative measures and other laws, regulations and normative documents, as well as the relevant provisions of the stock incentive plan and the restricted stock grant agreement.
3、 Decision making procedures and information disclosure on the repurchase and cancellation of restricted shares
The lawyers of the firm consulted the relevant meeting materials of the company on the repurchase and cancellation of restricted shares and logged on the website of Shanghai Stock Exchange (www.sse. Com. CN) Made a query. According to the verification of our lawyers, as of the date of issuance of this legal opinion, the decision-making procedures and information disclosure obligations of the company on the cancellation of this restricted stock repurchase are as follows:
1. On July 23, 2021, the company held the second meeting of the Fourth Board of directors, deliberated and approved the proposal on repurchase and cancellation of restricted shares granted to some incentive objects but not lifted. After deliberation by the board of directors, in view of the termination of labor contracts between Deng Jian and other six incentive objects and the company for personal reasons, according to the provisions of the company's stock incentive plan, the board of directors agreed to repurchase and cancel a total of 13300 restricted shares granted but not unlocked, with a repurchase price of 7.31 yuan / share. After the board of directors deliberates and approves the repurchase and before the actual repurchase procedures are completed, if the company has matters such as capital reserve conversion to share capital, dividend distribution, stock subdivision, stock reduction, allotment or additional issuance, the company will adjust the repurchase price and repurchase quantity of restricted shares in accordance with the relevant provisions of the stock incentive plan.
On July 23, 2021, the independent directors of the company expressed independent opinions on matters related to the repurchase and cancellation of restricted shares. The independent directors of the company believe that: the incentive objects who leave the company do not meet the incentive conditions, and the company repurchases and cancels the restricted shares granted but not lifted, which is in line with the provisions of relevant laws and regulations. The reason and object of repurchase are legal and effective. This repurchase cancellation of the company will not have a significant impact on the normal production and operation of the company, and there is no situation that damages the interests of all shareholders, especially small and medium-sized shareholders; Agree to the repurchase and cancellation of some restricted shares by the company, and agree to submit the proposal to the general meeting of shareholders for deliberation.
On July 27, 2021, the company disclosed the announcement on the resolution of the second meeting of the Fourth Board of directors of Ningbo Menovo Pharmaceutical Co.Ltd(603538) , Ningbo Menovo Pharmaceutical Co.Ltd(603538) announcement on repurchase and cancellation of restricted shares granted to some incentive objects but not lifted, and Ningbo Menovo Pharmaceutical Co.Ltd(603538) announcement on Amending the articles of association on the website of Shanghai Stock Exchange.
2. On July 23, 2021, the company held the second meeting of the Fourth Board of supervisors, deliberated and approved the proposal on repurchase and cancellation of restricted shares granted to some incentive objects but not lifted. The board of supervisors held that the repurchase and cancellation of restricted shares was in line with the management measures and other relevant laws and regulations and the relevant provisions of the company's incentive plan, and the decision-making procedure was legal Compliance; We agree to cancel some restricted shares in this repurchase. The company disclosed the Ningbo Menovo Pharmaceutical Co.Ltd(603538) announcement on the resolution of the second meeting of the Fourth Board of supervisors on the website of Shanghai Stock Exchange on July 27, 2021.
3. On November 19, 2021, the company held the third extraordinary general meeting of shareholders in 2021. The shareholders attending the meeting deliberated and adopted the proposal on repurchase and cancellation of restricted shares of some incentive objects that have been authorized but have not been lifted by special resolution.
The company disclosed the announcement on the resolution of the Ningbo Menovo Pharmaceutical Co.Ltd(603538) 2020 third extraordinary general meeting of shareholders on the website of Shanghai Stock Exchange on November 20, 2021.
4. On November 20, 2021, the company disclosed Ningbo Menovo Pharmaceutical Co.Ltd(603538) notice on repurchase and cancellation of some restricted shares and reduction of registered capital to creditors (Announcement No.: 2021-096) on the website of Shanghai Stock Exchange and other designated information disclosure media. The company shall notify the creditors of the cancellation of this restricted stock repurchase. The creditors of the company shall have the right to require the company to pay off its debts or provide corresponding guarantees on the strength of valid creditor's rights documents and relevant certificates within 30 days from the date of receiving the company's notice or 45 days from the date of public announcement if they do not receive the notice. According to the written statement issued by the company, within 45 days from the date of disclosure of the above announcement, the company has not received any request from creditors for the company to pay off its debts or provide corresponding guarantee.
The exchange believes that, as of the date of issuance of this legal opinion, the company has fulfilled the necessary decision-making procedures and information disclosure obligations for this restricted stock repurchase, which is in line with the administrative measures and other laws, regulations and normative documents, as well as the relevant provisions of the stock incentive plan and the restricted stock grant agreement.
4、 Concluding observations
In conclusion, the exchange believes that the repurchase and cancellation of restricted shares of the company meets the cancellation conditions specified in the stock incentive plan, and the approval and authorization of matters related to the repurchase and cancellation of restricted shares comply with the administrative measures, stock incentive plan and other relevant laws and regulations; The objects of the repurchase and cancellation of restricted shares, the number and price of repurchased shares and the cancellation date of the company comply with the administrative measures and other laws, regulations and normative documents, as well as the relevant provisions of the stock incentive plan and the restricted stock grant agreement; As of the issuance date of this legal opinion, the company has fulfilled the necessary decision-making procedures and information disclosure obligations for the repurchase and cancellation of restricted shares, and complied with the administrative measures and other laws, regulations and normative documents, as well as the relevant provisions of the stock incentive plan and the restricted stock grant agreement, The company still needs to go through the procedures of reducing the registered capital and canceling the registration of shares in accordance with the provisions of relevant laws and regulations.
This legal opinion is made in three originals.
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