Aide Biotechnology: Shanghai AllBright Law Firm's legal opinion on Xiamen Aide Biomedical Technology Co., Ltd.'s repurchase and cancellation of some 2023 restricted stocks
Shanghai AllBright Law Firm
Regarding the repurchase and cancellation of some 2023 restricted stocks by Xiamen Aide Biomedical Technology Co., Ltd.
legal opinion
Address: Floors 9, 11 and 12, Shanghai Tower, No. 501 Yincheng Middle Road, Pudong New District, Shanghai Tel: 021-20511000 Fax: 021-20511999 Postcode: 200120
Shanghai AllBright Law Firm Legal Opinion
Shanghai AllBright Law Firm
About Xiamen Aide Biomedical Technology Co., Ltd.
Repurchase and cancellation of part of 2023 restricted shares
legal opinion
Case number: 01F20234040
To: Xiamen Aide Biomedical Technology Co., Ltd.
Shanghai AllBright Law Firm (hereinafter referred to as the "Firm") accepted the entrustment of Xiamen Aide Biomedical Technology Co., Ltd. (hereinafter referred to as the "Company" or "Aide Biotechnology"), and in accordance with the "Special Legal Counsel Contract" signed between the company and the firm, served as the special legal advisor on matters related to the company's 2023 restricted stock incentive plan (hereinafter referred to as the "Incentive Plan").
In accordance with the provisions of 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 Incentives of Listed Companies" (hereinafter referred to as the "Management Measures") and other relevant laws, regulations and normative documents, our firm and our handling lawyers are now focusing on the company's repurchase and cancellation in 2023 This legal opinion is issued on matters related to some of the restricted stocks first granted under the 2018 Restricted Stock Incentive Plan (hereinafter referred to as "this repurchase and cancellation").
Statement
- The firm and its handling lawyers have strictly performed their statutory duties in accordance with relevant regulations such as the Securities Law, 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 the facts that have occurred or existed before the date of issuance of this legal opinion. , followed the principles of diligence and good faith, conducted 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 bear corresponding legal responsibilities.
Shanghai AllBright Law Firm Legal Opinion
The firm and the handling lawyers only express opinions on legal issues related to this incentive plan, and do not express opinions on professional matters such as accounting and auditing. The citation of certain data and conclusions in relevant accounting reports and audit reports in this legal opinion does not mean that the firm makes any express or implied guarantee as to the authenticity and accuracy of these data and conclusions.
In this legal opinion, our firm and the handling lawyers determine whether certain events are legal and valid based on the applicable laws, regulations and normative documents when such events occurred.
4. The issuance of this legal opinion has been guaranteed by the company as follows:
(1) The company has provided the original written materials, duplicate materials, copied materials, confirmation letters or certificates that the firm requires from the company to issue this legal opinion;
(2) The documents and materials provided by the company to the Exchange are true, accurate, complete and valid, and there are no concealments, falsehoods or major omissions. If the documents and materials are copies or photocopies, they shall be consistent and consistent with the originals.
Regarding the facts that are crucial to this legal opinion and cannot be supported by independent evidence, our firm and the handling lawyers will issue legal opinions based on the certification documents issued by relevant government departments, companies or other relevant units.
The firm agrees to regard this legal opinion as a necessary legal document for the company to implement this incentive plan, announce it together with other materials, and is willing to assume corresponding legal responsibilities.
The Exchange agrees that the company may partially or fully quote the content of this legal opinion in the relevant documents produced for the implementation of this incentive plan. However, when the company makes the above quotation, it shall not cause legal ambiguity or misinterpretation due to the quotation.
This legal opinion is only for the purpose of the company’s implementation of this incentive plan and may not be used for any other purpose without the written consent of the firm.
Based on the above, our firm and the handling lawyers issue this legal opinion in accordance with the provisions of laws, regulations and normative documents, and in accordance with the business standards, ethics and diligence and responsibility recognized by the lawyer industry.
Shanghai AllBright Law Firm Legal Opinion
Text
1. Approval procedures that have been completed for the cancellation of this repurchase
According to the information provided by the company and verified by our lawyers, the company has performed the following procedures regarding the repurchase and cancellation:
On April 14, 2026, Aide Biotech held the 11th meeting of the fourth session of the Board of Directors. The meeting reviewed and approved the "Proposal on the Repurchase and Cancellation of Part of the Restricted Stocks in the 2023 Restricted Stock Incentive Plan". Because the company's 2023 Restricted Stock Incentive Plan (hereinafter referred to as the "2023 Incentive Plan") first granted incentive objects, 29 The company has resigned and is no longer eligible for incentive targets and the company-level performance assessment has not met the standards during the third lifting period of this incentive plan. It is agreed that the company will repurchase and cancel the corresponding part of the restricted stock in the 2023 restricted stock incentive plan.
According to the authorization of the "2023 Restricted Stock Incentive Plan" and the second extraordinary general meeting of shareholders in 2023, the company's repurchase and cancellation does not involve matters that require adjustment and does not require review by the shareholders' meeting.
Our lawyers believe that as of the date of issuance of this legal opinion, the procedures completed by Aide Biotech for this repurchase and cancellation are in compliance with the provisions of the "Administrative Measures" and the "2023 Restricted Stock Incentive Plan".
2. Reasons, quantity and price of restricted shares repurchased and canceled
(1) Reasons for cancellation of this repurchase
According to the "2023 Restricted Stock Incentive Plan", 29 of the first-time incentive targets have resigned and are no longer eligible for incentive targets. The company will repurchase and cancel the 96,600 restricted shares held by the above-mentioned persons that have been granted but have not yet been released from sale restrictions.
According to the provisions of the company's "2023 Restricted Stock Incentive Plan" and "2023 Restricted Stock Incentive Plan Implementation Assessment and Management Measures", because the company-level performance assessment did not meet the standards in the third unlocking period of this incentive plan, the company should repurchase and cancel the restricted stocks corresponding to the third unlocking period of the restricted stock granted for the first time in the 2023 Restricted Stock Incentive Plan, that is, repurchase and cancel 340 1,334,375 restricted shares have been granted to incentive targets but have not yet been released.
Shanghai AllBright Law Firm Legal Opinion
(2) The repurchase quantity and price of this repurchase cancellation
- Repurchase quantity
The total number of restricted shares repurchased and canceled this time is 1,430,975 shares, accounting for 0.37% of the current total share capital of the company.
- Buy-back price
According to the company's "2023 Restricted Stock Incentive Plan", the repurchase price of the first restricted stock granted for this repurchase is the sum of 11.32 yuan/share plus bank deposit interest for the same period.
In summary, our lawyers believe that the reasons, quantity, and price of this repurchase and cancellation are in compliance with the relevant provisions of the "Administrative Measures" and the "2023 Restricted Stock Incentive Plan".
3. Conclusions
In summary, our lawyers believe that the necessary approvals for this repurchase and cancellation have been obtained at this stage and are in compliance with the relevant provisions of the "Administrative Measures" and the "2023 Restricted Stock Incentive Plan"; the reason, quantity and price of this repurchase and cancellation are in compliance with the "Administrative Measures" and the "2023 Restricted Stock Incentive Plan" Relevant provisions of the "Annual Restricted Stock Incentive Plan"; Aide Biotechnology must still perform corresponding information disclosure obligations regarding this repurchase and cancellation, and perform corresponding capital reduction procedures, handle share cancellation procedures and capital reduction change registration procedures in accordance with the "Company Law" and relevant regulations.
There are two original copies of this legal opinion.
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Shanghai AllBright Law Firm Legal Opinion (This page has no text, but is the signature page of "Shanghai AllBright Law Firm's Legal Opinion on the Repurchase and Cancellation of Part of the 2023 Restricted Stocks of Xiamen Aide Biomedical Technology Co., Ltd.")
Shanghai AllBright Law Firm Managing Lawyer:
Jiang Zhijun
Person in charge: Handling lawyer:
Shen Guoquan
Liang Yue
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