Boji Pharmaceutical: Beijing Kangda (Guangzhou) Law Firm’s legal opinion on the cancellation of some stock options under the company’s 2022 stock option incentive plan
Beijing Kangda (Guangzhou) Law Firm Legal Opinion
Beijing Kangda (Guangzhou) Law Firm's legal opinion on the cancellation of some stock options under the 2022 stock option incentive plan of Boji Pharmaceutical Technology Co., Ltd.
Beijing Kangda (Guangzhou) Law Firm
BEIJINGKANGDALAWFIRM
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Beijing Kangda (Guangzhou) Law Firm Legal Opinion
Beijing Kangda (Guangzhou) Law Firm
About Boji Pharmaceutical Technology Co., Ltd.
The 2022 Stock Option Incentive Plan cancels some stock options
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") to serve as the special legal counsel for Boji Pharmaceutical's 2022 stock option incentive plan project. Now, in accordance with the relevant provisions of the "Company Law of the People's Republic of China", the Securities Law of the People's Republic of China and other laws, regulations and normative documents, and in accordance with the business standards, ethics and diligence and responsibility recognized by the lawyer industry, our lawyers are advising Boji Pharmaceutical on Boji Pharmaceutical's 2022 stock option incentive plan project. Provided legal opinions on the cancellation of some stock options under the 2022 stock option incentive plan. In order to issue this legal opinion, our firm and our lawyers declare as follows:
Our firm and our lawyers have strictly implemented these regulations in accordance with the Securities Law, the Company Law, the Administrative Measures, the Administrative Measures for Law Firms Engaging in Securities Legal Business, the Rules for the Practice of Securities Legal Business of Law Firms (Trial) and other provisions as well as the facts that have occurred or existed before the date of issuance of this legal opinion. Legal responsibilities, following the principles of diligence and good faith, conducting sufficient verification and verification to ensure 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 corresponding legal responsibilities shall be assumed.
Boji Pharmaceutical guarantees that it has provided the lawyers of our firm with authentic and valid original written materials, duplicate materials or oral testimony necessary for issuing this legal opinion. 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.
Beijing Kangda (Guangzhou) Law Firm Legal Opinion
In order to issue this legal opinion, the lawyers of our firm reviewed the documents that were deemed necessary to be reviewed, and checked and verified the relevant facts and information.
This legal opinion only expresses opinions on the legal issues of 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.
This legal opinion will only be used by Boji Pharmaceuticals for the purpose of implementing this incentive plan and shall not be used for any other purpose.
Beijing Kangda (Guangzhou) Law Firm Legal Opinion
Definition
Serial number abbreviation refers to full name (meaning)
1 Boji Pharmaceuticals, the Company refers to Boji Pharmaceutical Technology Co., Ltd. 2 "2022 Stock Option Incentive Plan (draft) refers to "Boji Pharmaceutical Technology Co., Ltd. 2022 Stock Option Incentive Plan"
3 "Company Law" refers to the "Company Law of the People's Republic of China" 4 "Securities Law" refers to the "Securities Law of the People's Republic of China" 5 "Administrative Measures" refers to the "Measures for the Administration of Equity Incentives of Listed Companies" 6 "Articles of Association" refers to the "Articles of Association of Boji Pharmaceutical Technology Co., Ltd." 7 China Securities Regulatory Commission refers to the China Securities Regulatory Commission
8 Our firm refers to Beijing Kangda (Guangzhou) Law Firm 9 Our lawyers refer to Dong Yong and Liao Yanjie, our attorneys
Beijing Kangda (Guangzhou) Law Firm Legal Opinion
(text)
1. Approval and authorization related to the 2022 stock option incentive plan
- On March 23, 2022, the 18th meeting of the company’s fourth session of the board of directors reviewed and approved the “Proposal on the Company’s 2022 Stock Option Incentive Plan (Draft)” and its Summary, the “Proposal on the Company’s Implementation Assessment and Management Measures for the 2022 Stock Option Incentive Plan”, and the “Proposal on Submitting to the General Meeting of Shareholders to Authorize the Board of Directors to Handle Matters Related to Equity Incentives in 2022” and other motions. On the same day, the 16th meeting of the company's fourth session of the Board of Supervisors reviewed and approved the "Proposal on the Company's 2022 Stock Option Incentive Plan (Draft)" and its Summary, the "Proposal on the Company's "2022 Stock Option Incentive Plan Implementation Assessment and Management Measures", and the "Proposal on Verifying the Company's "List of Incentive Objects of the 2022 Stock Option 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.
From March 24, 2022 to April 5, 2022, 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.
On April 11, 2022, the company's second extraordinary general meeting of shareholders in 2022 reviewed and approved the "Proposal on the Company's 2022 Stock Option Incentive Plan (Draft)" and its Summary, the "Proposal on the Company's <2022 Stock Option Incentive Plan Implementation Assessment and Management Measures>" and the "Proposal on Requesting the General Meeting of Shareholders to Authorize the Board of Directors to Handle Matters Related to Equity Incentives in 2022", and issued the "Proposal on the 2022 Stock Option Incentive Plan Implementation Assessment Management Measures". Self-examination report on the purchase and sale of company stocks by insiders and incentive recipients of the annual stock option incentive plan.
On April 12, 2022, the 19th meeting of the company’s fourth board of directors and the 17th meeting of the fourth board of supervisors reviewed and approved the “Proposal on Adjusting Matters Related to the 2022 Stock Option Incentive Plan” and the “Proposal on Granting Stock Options to Incentive Objects of the 2022 Stock Option Incentive Plan”. The company's board of directors agreed to set April 12, 2022 as the grant date and grant 2,699,000 stock options to 86 eligible incentive recipients. 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.
On June 7, 2022, the company released the "Legal Opinion of Beijing Kangda (Guangzhou) Law Firm on Stock Options in 2022" on cninfo.com
Announcement on Completion of Grant Registration" (Announcement Number: 2022-058), the company completed the grant registration of stock options. After the grant date was determined and during the equity registration process, one incentive subject no longer qualified for the incentive due to resignation, and one incentive subject voluntarily gave up the stock options that the company planned to grant to him due to personal reasons. Therefore, the company granted and registered 2,697,000 stock options to 84 incentive subjects.
On June 6, 2022, the 21st meeting of the company’s fourth board of directors and the 19th meeting of the fourth board of supervisors reviewed and approved the “Proposal on Cancellation of Partial Stock Options and Adjustment of the Quantity and Exercise Price of Stock Option Incentive Plans”. Since the company's 2021 profit distribution plan has been implemented, it is agreed that the total number of stock options granted but not yet exercised under the company's 2022 stock option incentive plan will be adjusted from 2,697,000 to 3,775,800, and the exercise price will be adjusted from 12.27 yuan/share to 8.75 yuan/share. The company's independent directors expressed independent opinions on this matter.
On October 25, 2022, the 23rd meeting of the company’s fourth board of directors and the 21st meeting of the fourth board of supervisors reviewed and approved the “Proposal on Cancellation of Partial Stock Options”. In view of the fact that three of the company's incentive targets resigned due to personal reasons and were no longer eligible for incentives, the company agreed to cancel 107,800 stock options that had been granted but not yet exercised. The company's independent directors expressed independent opinions on this matter.
On November 2, 2022, the company published the "Announcement on the Completion of Cancellation of Partial Stock Options" (Announcement Number: 2022-085) on the cninfo.com.cn, and the company completed the cancellation of part of the stock options.
On April 24, 2023, the 26th meeting of the company's fourth board of directors and the 24th meeting of the fourth board of supervisors reviewed and approved the "Proposal on the Achievement of Exercise Conditions for the First Exercise Period of the Company's 2022 Stock Option Incentive Plan" and "Proposal on Cancellation of Part of the Stock Options". The first exercise condition of the company's 2022 stock option incentive plan has been met, and the number of stock options exercisable by the 78 incentive objects involved in the first exercise period is 1,061,760 shares; in view that three of the company’s incentive targets resigned due to personal reasons and were no longer eligible for incentives, the company agreed to cancel 128,800 stock options that had been granted but not yet exercised. The company's independent directors expressed independent opinions on this, and the board of supervisors verified the list of incentive targets for this exercise.
On May 13, 2023, the company published the "Announcement on the Completion of Cancellation of Partial Stock Options" (Announcement Number: 2023-058) on the cninfo.com.cn, and the company completed the cancellation of part of the stock options.
On June 10, 2023, the company released the "Legal Opinion of Beijing Kangda (Guangzhou) Law Firm on the Company's 2022 Shareholding" on cninfo.com
"Informative Announcement on Adopting Autonomous Exercise in the First Exercise Period of the Voting Option Incentive Plan" (Announcement No.: 2023-074), the company completed the registration and declaration work related to independent exercise.
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 Cancellation of Some Stock Options and Adjustment of the Exercise Price of the Stock Option Incentive Plan". In view of the resignation of two of the company's incentive targets, it was agreed that the company would cancel 50,960 stock options that had been granted but not yet exercised in the 2022 stock option incentive plan. And because the company's 2022 profit distribution plan has been implemented, it is agreed that the exercise price of the company's 2022 stock option incentive plan will be adjusted from 8.75 yuan/share to 8.74 yuan/share. The company's independent directors expressed independent opinions on this matter.
On July 21, 2023, the company released the "Announcement on the Completion of Cancellation of Partial Stock Options" (Announcement Number: 2023-095) on the cninfo.com.cn, and the company completed the cancellation of part of the stock options.
On October 25, 2023, the third meeting of the company’s fifth board of directors and the third meeting of the fifth board of supervisors reviewed and approved the “Proposal on Cancellation of Partial Stock Options”. In view of the resignation of three of the company's incentive targets, it was agreed that the company would cancel 80,657 stock options that had been granted but not yet exercised in the 2022 stock option incentive plan. The company's independent directors expressed independent opinions on this matter.
On November 1, 2023, the company released the "Announcement on the Completion of Cancellation of Partial Stock Options" (Announcement Number: 2023-128) on the cninfo.com.cn, and the company completed the cancellation of part of the stock options.
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 “Proposal on the Achievement of the Exercise Conditions for the Second Exercise Period of the Company’s 2022 Stock Option Incentive Plan” and the “Proposal on the Cancellation of Partial Stock Options”. The second exercise condition of the company’s 2022 stock option incentive plan has been met, involving 64 The number of stock options exercisable by the incentive subjects in the second exercise period is 916,860; in view that the company's nine incentive subjects have resigned due to personal reasons and are no longer eligible for incentives, the company is agreed to cancel 286,900 stock options that have been granted but have not yet been exercised. The Board of Supervisors has verified the list of incentive targets for this exercise.
On May 7, 2024, the company published the "Announcement on the Completion of Cancellation of Partial Stock Options" (Announcement Number: 2024-058) on the cninfo.com.cn, and the company completed the cancellation of part of the stock options.
On June 6, 2024, the ninth meeting of the company’s fifth board of directors and the ninth meeting of the fifth board of supervisors reviewed and approved the “Legal Opinion of Beijing Kangda (Guangzhou) Law Firm on Cancellation of Partial Stock Options and Adjustment of the Exercise Price of the Stock Option Incentive Plan”
Proposal", in view that the first exercise period of the company's 2022 stock option incentive plan has expired, and some of the company's incentive objects have not been able to exercise all their exercise quotas in the first exercise period, the company is agreed to cancel 473,379 of its expired unexercised stock options. And because the company's 2023 profit distribution plan has been implemented, it is agreed that the exercise price of the company's 2022 stock option incentive plan will be adjusted from 8.74 yuan/share to 8.73 yuan/share.
On June 13, 2024, the company released the "Announcement on the Completion of Cancellation of Partial Stock Options" (Announcement Number: 2024-069) on the cninfo.com.cn, and the company completed the cancellation of part of the stock options.
On June 15, 2024, the company published the "Informative Announcement on the Adoption of Autonomous Exercise for the Second Exercise Period of the Company's 2022 Stock Option Incentive Plan" (Announcement Number: 2024-072) on cninfo.com. The company completed the registration and declaration work related to independent exercise.
On August 23, 2024, the 10th meeting of the company’s fifth board of directors and the tenth meeting of the fifth board of supervisors reviewed and approved the “Proposal on Cancellation of Partial Stock Options”. In view of the resignation of one of the company’s incentive targets due to personal reasons, which resulted in him no longer being eligible for incentives, the company agreed to cancel 39,200 stock options that had been granted but not yet exercised.
On September 10, 2024, the company published the "Announcement on the Completion of Cancellation of Partial Stock Options" (Announcement Number: 2024-097) on the cninfo.com.cn, and the company completed the cancellation of part of the stock options.
On October 24, 2024, the 11th meeting of the company’s fifth board of directors and the 11th meeting of the fifth board of supervisors reviewed and approved the “Proposal on Cancellation of Partial Stock Options”. In view of the resignation of two of the company’s incentive targets due to personal reasons, which resulted in them no longer being eligible for incentives, the company was agreed to cancel 52,920 stock options that had been granted but not yet exercised.
On November 1, 2024, the company released the "Announcement on the Completion of Cancellation of Partial Stock Options" (Announcement Number: 2024-111) on the cninfo.com.cn, and the company completed the cancellation of part of the stock options.
On April 24, 2025, the 13th meeting of the company’s fifth board of directors and the 12th meeting of the fifth board of supervisors reviewed and approved the “Proposal on the Achievement of the Exercise Conditions for the Third Exercise Period of the Company’s 2022 Stock Option Incentive Plan” and the “Proposal on the Cancellation of Partial Stock Options”. The third exercise condition of the company’s 2022 stock option incentive plan has been met, involving 60 The number of stock options exercisable by one incentive subject in the third exercise period is 1,156,400; in view that one of the company's incentive subjects has resigned due to personal reasons and is no longer eligible for incentives, it is agreed that the company can cancel 13,440 stock options that have been granted but have not yet been exercised. Beijing Kangda (Guangzhou) Law Firm Legal Opinion
The Board of Supervisors has verified the list of incentive targets for this exercise.
On May 7, 2025, the company released the "Announcement on the Completion of Cancellation of Partial Stock Options" (Announcement Number: 2025-042) on the cninfo.com.cn, and the company completed the cancellation of part of the stock options.
On June 6, 2025, the 14th meeting of the company's fifth board of directors and the 13th meeting of the fifth board of supervisors reviewed and approved the "Proposal on Cancellation of Partial Stock Options". In view that the second exercise period of the company's 2022 stock option incentive plan has expired and the exercise quotas of some of the company's incentive objects in the second exercise period have not been fully exercised, the company was agreed to cancel 255,750 of its expired unexercised stock options.
On June 12, 2025, the company published the "Announcement on the Completion of Cancellation of Partial Stock Options" (Announcement No.: 2025-048) and the "Informative Announcement on the Use of Autonomous Exercise in the Third Exercise Period of the Company's 2022 Stock Option Incentive Plan" (Announcement No.: 2025-050) on the cninfo.com. The company completed the cancellation of some stock options and the registration and declaration work related to autonomous exercise.
On July 15, 2025, the 15th meeting of the company’s fifth board of directors and the 14th meeting of the fifth board of supervisors reviewed and approved the “Proposal on Adjusting the Exercise Price of the Stock Option Incentive Plan”. In view of the company’s completion of the annual equity distribution in 2024, in accordance with the company’s “2022 Stock Option Incentive Plan (Draft)”, “2022 Stock Option Incentive Plan Implementation Assessment and Management Measures” and other relevant regulations, it was agreed that the company’s 2022 Stock Option Incentive Plan Implementation Assessment Management Measures The exercise price of the annual stock option incentive plan was adjusted from 8.73 yuan/share to 8.72 yuan/share.
On June 8, 2026, the 21st meeting of the company's fifth board of directors reviewed and approved the "Proposal on Cancellation of Partial Stock Options". In view that the third exercise period of the company's 2022 stock option incentive plan has expired and some of the company's incentive objects failed to exercise all their exercise quotas in the third exercise period, the company was agreed to cancel 44,240 stock options that had not been exercised upon expiration.
Our lawyers believe that as of the date of issuance of this legal opinion, the company's cancellation of some stock options has obtained the necessary approvals and authorizations at this stage, and is in compliance with the "Management Measures" and other laws, regulations and normative documents, as well as the relevant provisions of the "Articles of Association" and "2022 Stock Option Incentive Plan (Draft)".
2. Details of the cancellation of some stock options this time
According to the company's "2022 Stock Option Incentive Plan (Draft)" and "2022 Stock Option Incentive Plan" Beijing Kangda (Guangzhou) Law Firm Legal Opinion
According to relevant regulations such as "Implementing Assessment Management Measures", the third exercise period of the company's 2022 stock option incentive plan has expired. Some of the company's incentive objects failed to exercise all their exercise quotas in the third exercise period, and the company was agreed to cancel 44,240 stock options that had not been exercised upon expiration.
Our lawyers believe that the cancellation of some stock options by Boji Pharmaceutical complies with the relevant provisions of the "Administrative Measures", "Articles of Association" and "2022 Stock Option Incentive Plan (Draft)" and is legal and valid.
3. Concluding observations
To sum up, our lawyers believe that the company's cancellation of some stock options this time has obtained corresponding approvals and authorizations, and is in compliance with the relevant provisions of the "Administrative Measures" and the company's "2022 Stock Option Incentive Plan (Draft)" and "Articles of Association". Matters related to this incentive plan still require the company to fulfill corresponding information disclosure obligations and handle corresponding registration procedures in accordance with relevant laws, regulations and normative documents.
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.
Beijing Kangda (Guangzhou) Law Firm Legal Opinion (This page has no text, it is the signing page of "Beijing Kangda (Guangzhou) Law Firm's Legal Opinion on the Cancellation of Partial Stock Options under the 2022 Stock Option Incentive Plan of Boji Pharmaceutical Technology Co., Ltd.") Beijing Kangda (Guangzhou) Law Firm Managing Lawyer:
Person in charge: Wang Xuechen Dong Yong
Liao Yanjie
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