Boji Pharmaceutical (300404): Beijing Kangda (Guangzhou) Law Firm’s achievements in the first grant of the company’s 2023 restricted stock incentive plan, the first release of the restriction period and the achievement of the vesting conditions of the first vesting period Legal Opinion – CFi.CN China Finance Network

Original title: Boji Pharmaceuticals: Beijing Kangda (Guangzhou) Law Firm’s achievements in the first grant of the company’s 2023 restricted stock incentive plan, the first release of restrictions on sales and the achievements of the first vesting period of vesting conditions legal opinion

Beijing Kangda (Guangzhou) Law Firm regarding the first grant of the restricted stock incentive plan of Boji Pharmaceutical Technology Co., Ltd. in 2023, the achievement of the conditions for the release of the lock-up period and the vesting conditions of the first vesting period Legal Opinion Guangzhou Branch
Address: 29th Floor, Litong Plaza, No. 32 Zhujiang East Road, Zhujiang New Town, Guangzhou
Postal code: 510630
Tel: 020-37392666 Fax: 020-37392826
About Boji Pharmaceutical Technology Co., Ltd.
2023 Restricted Stock Incentive Plan
Granted for the first time to some of the first unlocked sales period and unlocked sales condition achievements
and the vesting conditions of the first vesting period are met
legal opinion

To: Boji Pharmaceutical Technology Co., Ltd.

Beijing Kangda (Guangzhou) Law Firm (hereinafter referred to as the “firm”) accepted the entrustment of Boji Pharmaceutical Technology Co., Ltd. (hereinafter referred to as “Boji Pharmaceutical” or the “Company”). In accordance with the “Company Law” and “Securities Law” and other relevant provisions of laws, regulations and normative documents, and issue legal opinions on relevant matters involved in the Boji Pharmaceutical 2023 Restricted Stock Incentive Plan in accordance with the business standards, ethics and diligence recognized by the lawyer industry. In order to issue this legal opinion, our firm and our lawyers declare as follows:
1. Our firm and our lawyers act in accordance with the provisions of the Securities Law, the Company Law, the Measures for the Administration of Equity Incentives of Listed Companies, the Self-Regulatory Guidelines for Companies Listed on the Growth Enterprise Market of the Shenzhen Stock Exchange No. 1—Business Handling, and this law. The facts that have occurred or existed before the date of issuance of the legal opinion have been strictly fulfilled, the statutory duties have been strictly performed, the principles of diligence and good faith have been followed, and sufficient verification has been carried out to ensure that the facts identified in this legal opinion are true, accurate and complete. The concluding opinions published are legal and accurate, and there are no false records, misleading statements or major omissions, and corresponding legal responsibilities shall be borne.

2. Boji Pharmaceutical guarantees that it has provided the lawyers of our firm with authentic and valid original written materials, copies of materials or oral testimony necessary for the issuance of this legal opinion, and the signatures and seals on the relevant materials are authentic and valid. , the relevant duplicate materials or photocopies are consistent with the original materials or originals, and there are no false contents or major omissions.

The relevant facts and information were verified and verified.

4. This legal opinion only expresses opinions on the legal issues related to Boji Pharmaceutical’s incentive plan, and does not express opinions on professional matters such as accounting, finance, and auditing. When this legal opinion involves such content, it is strictly based on reports issued by relevant intermediaries or quoted from Boji Pharmaceutical’s documents.

5. This legal opinion will only be used by Boji Pharmaceutical for the purpose of implementing this incentive plan and shall not be used for any other purpose.

(text)

1. Approval and authorization of the achievement of the conditions for lifting the sales restrictions and the achievement of the vesting conditions during the vesting period
(1) On March 17, 2023, the 25th meeting of the company’s fourth board of directors reviewed and approved the “Proposal on the Company’s 2023 Restricted Stock Incentive Plan (Draft)” and its Summary, and the “Proposal on the Company’s 2023 Restricted Stock Incentive Plan (Draft)” and its Summary Proposal on the Implementation Assessment and Management Measures for the 2023 Restricted Stock Incentive Plan, “Proposal on Proposing to the General Meeting of Shareholders to Authorize the Board of Directors to Handle Matters Related to the 2023 Restricted Stock Incentive Plan” and other proposals. On the same day, the 23rd meeting of the company’s fourth session of the Board of Supervisors reviewed and approved the “Proposal on the Company’s 2023 Restricted Stock Incentive Plan (Draft)” and its Summary, and the “Proposal on the Implementation Assessment of the Company’s 2023 Restricted Stock Incentive Plan” “Administrative Measures” and “Proposal on Verifying the Company’s List of Incentive Objects of the 2023 Restricted Stock Incentive Plan”.

The company’s independent directors expressed independent opinions on whether this equity incentive plan is conducive to the company’s sustainable development and whether it harms the interests of the company and all shareholders, and publicly solicited voting rights.

(2) From March 20, 2023 to March 29, 2023, the company announced the list of incentive targets within the company. After the expiration of the publicity period, the Board of Supervisors verified the list of incentive recipients granted under this equity incentive plan and explained the publicity situation.

(3) On April 4, 2023, the company’s second extraordinary general meeting of shareholders in 2023 reviewed and approved the “Proposal on the Company’s 2023 Restricted Stock Incentive Plan (Draft)” and its Summary, and the “Proposal on the Company’s 2023 Restrictions” “Proposal on the Implementation Assessment and Management Measures for the Restricted Stock Incentive Plan” and “Proposal on Requesting the General Meeting of Shareholders to Authorize the Board of Directors to Handle Matters Related to the 2023 Restricted Stock Incentive Plan”, and issued the “Insider Information and Incentives on the 2023 Restricted Stock Incentive Plan” Self-examination report on the subject’s purchase and sale of company stocks”.

(4) On April 26, 2023, the 27th meeting of the company’s fourth board of directors and the 25th meeting of the fourth board of supervisors reviewed and approved the “Proposal on Adjusting Matters Related to the 2023 Restricted Stock Incentive Plan” and “Proposal on the First Grant of Restricted Stocks to Incentive Objects of the 2023 Restricted Stock Incentive Plan”. The company’s board of directors agreed to determine April 26, 2023 as the first grant date, and grant 2.998 million restricted shares to 48 eligible incentive targets. Among them, the first type of restricted stock was granted to 3 incentive targets with 800,000 shares for the first time, and the first grant price was 5.47 yuan/share; the second type of restricted stock was granted to 44 incentive targets for the first time with 2.168 million shares, and the first grant price was 8.75 yuan/share. share. The company’s independent directors expressed independent opinions on this, believing that the method for confirming the qualifications of incentive objects is legal and valid, and the determined grant date complies with relevant regulations.

(5) On May 25, 2023, the company completed the first grant registration of the first category of restricted stocks and granted 800,000 restricted stocks to three incentive targets for the first time. For details, please refer to the “Announcement on the Completion of Registration for the First Grant of the 2023 Restricted Stock Incentive Plan” published by the company on cninfo.com on May 26, 2023 (announcement number: 2023-067).

(6) On July 17, 2023, the 29th meeting of the company’s fourth board of directors and the 27th meeting of the fourth board of supervisors reviewed and approved the “Proposal on Adjusting the Grant Price of the 2023 Restricted Stock Incentive Plan” , in view that the company’s 2022 profit distribution plan has been implemented, it is agreed that the reserved grant price of the company’s first type of restricted stock will be adjusted from 5.47 yuan/share to 5.46 yuan/share, and the initial and reserved grant price of the second type of restricted stock will be adjusted from 5.47 yuan/share to 5.46 yuan/share. 8.75 yuan/share was adjusted to 8.74 yuan/share.

(7) On March 19, 2024, the company held the sixth meeting of the fifth board of directors and the sixth meeting of the fifth board of supervisors, and reviewed and approved the “About the Reserved Grant of the First Prize to the Incentive Objects of the 2023 Restricted Stock Incentive Plan” “Proposal on Class I Restricted Stocks”, the company’s board of directors agreed to determine March 19, 2024 as the reserved grant date, and grant 200,000 shares of Class I restricted stocks to two eligible incentive targets, with the reserved grant price of 5.46 yuan /share. The company’s Board of Supervisors has verified the list of incentive targets reserved for this restricted stock incentive plan.

(8) On April 23, 2024, the eighth meeting of the company’s fifth board of directors and the eighth meeting of the fifth board of supervisors reviewed and approved the “About the First Release of the Restrictions on the First Grant of the Company’s 2023 Restricted Stock Incentive Plan” “Proposal on the Achievement of the Achievement of the Restriction-Restricted Stock Period and the Achievement of the Attribution Conditions of the First Vesting Period” and the “Proposal on the Abolition of Part of the Restricted Stock”, the first release of the restricted-sales period of the first grant portion of the company’s 2023 restricted stock incentive plan The conditions for sale and the conditions for vesting in the first vesting period have been met. The number of Class 1 restricted shares that can be unlocked for the 3 incentive objects involved in the first unlocking period is 200,000 shares, and the number of 39 incentive objects involved is 200,000. The number of Class II restricted shares vesting during the first vesting period is 607,800 shares.

In view of the fact that some of the company’s incentive recipients have resigned due to personal reasons and are no longer eligible for incentives, and the personal performance evaluation of some incentive recipients has not reached “A”, the company agrees to invalidate the 140,600 second-class restricted stocks that have been granted but have not vested; and Because the reserved portion of the second class restricted stock in the company’s 2023 restricted stock incentive plan failed to be granted within the specified period, the 300,000 second class restricted stock in the reserved portion became invalid.

The Board of Supervisors has verified the list of incentive targets that can be lifted from sales restrictions and vested this time.

Our lawyers believe that as of the date of issuance of this legal opinion, the first unlocking period and vesting conditions for the first vesting period set in the first grant part of the 2023 restricted stock incentive plan have been achieved. The necessary approvals and authorizations at this stage have been obtained and are in compliance with laws, regulations and normative documents such as the “Administration Measures” and “Self-Regulatory Guidelines No. 1” as well as the “Articles of Association” and the relevant provisions of this incentive plan. Boji Pharmaceuticals still needs Handle the registration procedures for this grant in accordance with the law and perform corresponding information disclosure obligations.

2. Matters regarding the achievement of the conditions for lifting the sales restrictions and the achievement of the vesting conditions during the vesting period
(1) Unlocking period/expiry of vesting period
1. Class I restricted stocks
According to the relevant provisions of this incentive plan, the first unlocking period for the initial grant part starts from the first trading day 12 months after the first grant registration date and ends on the last trading day within 24 months from the grant registration date. The proportion of sales that can be lifted is 25%.

The grant date for the first grant part of this incentive plan is April 26, 2023, and the registration completion date for the first class of restricted stock grant is May 31, 2023. Therefore, the first unlocking period will be on May 30, 2024. day expires.

2. Class II restricted stocks
According to the relevant provisions of this incentive plan, the first vesting period of the initial grant part shall be from the first trading day 12 months after the date of grant to the last trading day within 24 months from the date of grant, and the vesting ratio shall be 30 %.

The vesting date for the first vesting portion of this incentive plan is April 26, 2023, so the first vesting period will expire on April 25, 2024.

(2) Explanation on the achievement of the conditions for lifting the sales restrictions during the first lifting period and the vesting conditions during the first vesting period

Lawyers from our firm believe that the first unlocking period and vesting conditions for the first vesting period for some restricted stocks granted under the company’s 2023 restricted stock incentive plan have been met, and are in compliance with the “Administrative Measures” and “Self-Regulatory Supervision” The relevant provisions of “Guide No. 1”, “Articles of Association” and “Incentive Plan (Draft)” are legal and valid.

3. Specific arrangements for lifting sales restrictions and vesting
(1) Source of stocks: The source of the subject stocks granted under this incentive plan is the company’s A-share ordinary shares issued by the company to the incentive targets.

(2) The number of incentive objects that can be unlocked and the number of Class I restricted stocks that can be unlocked during the first unlocking period.

(3) The number of incentive objects that can be vested and the second type of restricted stocks that can be vested in the first vesting period.

The vesting price of the second type of restricted shares that can be vested is 8.74 yuan/share. In view of the company’s implementation of the profit distribution plan for 2022, the company held the 29th meeting of the fourth board of directors and the 27th meeting of the fourth board of supervisors on July 17, 2023, and reviewed and approved the “About Adjustment of Limits for 2023” “Proposal on Grant Price of Sexual Stock Incentive Plan”, agreeing to adjust the vesting price of the company’s second type of restricted stock from 8.75 yuan/share to 8.74 yuan/share. If before the second type of restricted stock vests, the company has matters such as converting capital reserves into equity capital, distributing stock dividends, subdividing shares, allotment, reduction of shares or distribution of dividends, the vesting price will be adjusted accordingly.

Lawyers from our firm believe that the specific arrangements for the release and vesting of some restricted stocks during the first unlocking period for the first time granted under the company’s 2023 restricted stock incentive plan are in compliance with the “Administrative Measures”, “Self-Regulatory Supervision Guide No. 1″ and ” The relevant provisions of the “Articles of Association” and the “Incentive Plan (Draft)” are legal and valid.

4. Concluding observations
To sum up, our lawyers believe that the company’s 2023 restricted stock incentive plan first granted part of the first unlocking period and the first vesting period’s vesting conditions have been achieved. Obtaining the necessary approvals and authorizations at this stage complies with the relevant provisions of the “Administrative Measures”, “Self-Regulation Guidelines No. 1”, “Articles of Association” and “Incentive Plan (Draft)”. The company still needs to go through relevant registration procedures in accordance with the law and fulfill corresponding information disclosure obligations.

This legal opinion will take effect after it is stamped by our firm and signed by our lawyer.

This legal opinion is in four copies.

(This page has no text, but it is “Beijing Kangda (Guangzhou) Law Firm’s first grant of the 2023 restricted stock incentive plan of Boji Pharmaceutical Technology Co., Ltd., the first release of the restricted stock period, the achievement of the first release of the restricted stock conditions and the first Legal Opinion on Achievement of Vesting Conditions for a Vesting Period” Signing Page)

Lawyer in charge of Beijing Kangda (Guangzhou) Law Firm:

Person in charge: Wang Xuechen Dong Yong

Luo Lingxiao

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