Beijing JUNHE (Shenzhen) law firm
about
Shenzhen Yhlo Biotech Co.Ltd(688575) adjustment and initial grant of restricted stock incentive plan in 2022
of
Legal opinion
February, 2002
interpretation
In this legal opinion, unless the context otherwise requires, the following words, abbreviations or professional terms have the following meanings:
Abbreviation refers to the full name or meaning
This incentive plan refers to the Shenzhen Yhlo Biotech Co.Ltd(688575) 2022 restricted stock incentive plan
Company / listed company / Shenzhen Yhlo Biotech Co.Ltd(688575) refers to Shenzhen Yhlo Biotech Co.Ltd(688575)
Incentive plan (Draft) refers to the Shenzhen Yhlo Biotech Co.Ltd(688575) 2022 restricted stock incentive plan (Draft)
The legal opinion of Beijing JUNHE (Shenzhen) law firm on the equity of Shenzhen Shenzhen Yhlo Biotech Co.Ltd(688575) biotechnology refers to the legal opinion on the adjustment and initial grant of the restricted stock incentive plan of Shenzhen Co., Ltd. in 2022
CSRC refers to the China Securities Regulatory Commission
Shanghai stock exchange refers to Shanghai Stock Exchange
Articles of association means the Shenzhen Yhlo Biotech Co.Ltd(688575) articles of association
Company law of the people's Republic of China
Securities Law refers to the securities law of the people's Republic of China
The Administrative Measures refer to the administrative measures for equity incentive of listed companies
Listing Rules refers to the Listing Rules of Shanghai Stock Exchange's Sci tech innovation board
The regulatory guide refers to the self regulatory guide for listed companies on the science and Innovation Board No. 4 - disclosure of equity incentive information
Enterprise publicity system refers to the national enterprise credit information publicity system（ http://www.gsxt.gov.cn./ ）
Beijing JUNHE (Shenzhen) law firm
Beijing JUNHE (Shenzhen) law firm
About Shenzhen Yhlo Biotech Co.Ltd(688575)
Adjustment and initial grant of restricted stock incentive plan in 2022
Legal opinion
To: Shenzhen Yhlo Biotech Co.Ltd(688575)
Beijing JUNHE (Shenzhen) law firm accepted the entrustment of Shenzhen Yhlo Biotech Co.Ltd(688575) as the special legal adviser of the company's restricted stock incentive plan in 2022, In accordance with the relevant provisions of the current laws, regulations and normative documents of China (for the purpose of this legal opinion, "China" does not include the Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan region), such as the company law, the securities law, the administrative measures, the listing rules and the regulatory guide, on the relevant matters involved in the company's incentive plan, Issue this legal opinion.
In order to issue this legal opinion, we have examined the relevant documents and their copies provided by the company, checked the originals of the relevant documents, and obtained the following guarantee from the company: the company has provided the original written materials, copies, copies or oral testimony necessary for issuing this legal opinion, without any omission or concealment; The copy materials or copies provided by them are completely consistent with the original materials or originals. The validity of the original of each document has not been revoked by relevant government departments within its validity period, and they are held by their respective legal holders on the date of issuance of this legal opinion; The documents provided and the signatures and seals on the documents are true; The documents and facts provided are true, accurate and complete; All parties who have signed or will sign the documents exist in accordance with the law and have obtained appropriate authorization to sign the documents; For the fact that it is very important to issue this legal opinion and cannot be supported by independent evidence, the exchange relies on the supporting documents issued by relevant government departments or other relevant institutions, and the instructions or confirmation issued by the company or other parties. The exchange only expresses legal opinions in accordance with the relevant provisions of the current effective laws, regulations and normative documents of China, and does not express legal opinions in accordance with any laws outside China. The exchange only expresses opinions on the important legal issues that have occurred or exist before the issuance date of this legal opinion and related to this incentive plan, and does not express opinions on the rationality of the underlying stock value, assessment standards and other issues involved in this incentive plan, as well as non legal professional matters such as accounting, finance, audit, investment decision-making and so on. The reference of our lawyers in this legal opinion to the contents of professional documents related to accounting and auditing (including but not limited to audit reports, etc.) does not mean that our lawyers make any express or implied guarantee for the authenticity and accuracy of these professional documents and the referenced contents, Our lawyers also do not have the professional qualification to check and judge these professional documents and the contents quoted.
In accordance with the provisions of the securities law, the measures for the administration of securities legal business by law firms and the rules for the practice of securities legal business by 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, due diligence and good faith, Sufficient verification and verification have been carried out 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 liabilities.
This legal opinion is only used by the company for the purpose of this incentive plan and shall not be used for any other purpose. The exchange agrees that the company will take this legal opinion as one of the necessary documents for the implementation of this incentive plan, submit it to the Shanghai stock exchange together with other materials and make an announcement, and bear the responsibility for this legal opinion. The exchange agrees that the company shall quote the relevant contents of this legal opinion in the relevant documents prepared for this incentive plan according to law, but the quotation shall not be carried out in any way that may lead to deviation in the understanding of the opinions of the exchange.
According to the relevant meeting resolutions, the verification opinions of the board of supervisors, the opinions of independent directors and other documents provided by the company and the disclosed announcement, the company has performed the following procedures for the adjustment of the incentive plan and the first grant: 1. On January 14, 2022, the company held the third meeting of the third board of directors, The proposal on the company's 2022 restricted stock incentive plan (Draft) and its summary, the proposal on the measures for the implementation and assessment of the company's 2022 restricted stock incentive plan, and the proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to the company's 2022 restricted stock incentive plan were reviewed and approved.
On the same day, the independent directors of the company expressed independent opinions on the relevant proposals of the incentive plan.
2. On January 14, 2022, the company held the third meeting of the third board of supervisors, The proposal on the company's 2022 restricted stock incentive plan (Draft) > and its summary, the proposal on the measures for the implementation and assessment of the company's 2022 restricted stock incentive plan, and the proposal on verifying the list of incentive objects granted by the company's 2022 restricted stock incentive plan for the first time were reviewed and approved. On the same day, the board of supervisors of the company verified the relevant matters of the incentive plan and issued relevant verification opinions.
3. On January 15, 2022, the company posted on the website of Shanghai Stock Exchange (www.sse. Com. CN.) Disclosed the Shenzhen Yhlo Biotech Co.Ltd(688575) announcement on the public solicitation of entrusted voting rights by independent directors. According to the above announcement, Mr. Liu Dengming, the independent director, as the soliciter, solicited voting rights from all shareholders of the company on the proposals related to the 2022 fixed-term stock incentive plan deliberated at the first extraordinary general meeting of the company in 2022.
4. From January 17, 2022 to January 27, 2022, the company publicized the list of incentive objects granted for the first time in the incentive plan within the company. During the publicity period, the board of supervisors of the company did not receive any objection related to the incentive objects of the incentive plan. On January 28, 2022, the company disclosed the announcement and verification opinions of the Shenzhen Yhlo Biotech Co.Ltd(688575) board of supervisors on the list of incentive objects first granted by the company's restricted stock incentive plan in 2022 on the website of Shanghai Stock Exchange.
5. On February 7, 2022, the company held the first extraordinary general meeting of shareholders in 2022, The proposal on the company's 2022 restricted stock incentive plan (Draft) and its summary, the proposal on the measures for the implementation and assessment of the company's 2022 restricted stock incentive plan, and the proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to the company's 2022 restricted stock incentive plan were reviewed and passed, On February 8, 2022, the company disclosed the self inspection report of Shenzhen Yhlo Biotech Co.Ltd(688575) on the trading of company shares by insiders and incentive objects of the restricted stock incentive plan in 2022 on the website of Shanghai Stock Exchange.
6. According to the authorization of the general meeting of shareholders, on February 7, 2022, the company held the fifth meeting of the third board of directors and the fifth meeting of the third board of supervisors, deliberated and adopted the proposal on adjusting the matters related to the incentive plan of restricted shares in 2022 and the proposal on granting restricted shares to incentive objects for the first time, The board of directors agreed that the first grant date of restricted shares was February 7, 2022, and granted 1.633 million restricted shares to 63 incentive objects at the grant price of 16.00 yuan / share. The independent directors of the company expressed independent opinions on this matter and believed that the conditions for granting the incentive plan had been met, the subject qualification of the incentive object was legal and effective, and the determined granting date met the relevant provisions. The board of supervisors verified the list of incentive objects on the grant date and issued verification opinions.
In conclusion, the incentive plan and the regulatory guidelines for the first time have been approved, which is in line with the provisions of the incentive plan and the regulatory guidelines for the first time. 2、 Main contents of this incentive plan adjustment
According to the incentive plan (Draft), the resolution of the fifth meeting of the third board of directors of the company, the independent opinions of independent directors on the adjustment of the incentive plan, the resolution of the fifth meeting of the third board of supervisors and the instructions on voluntary abandonment issued by the incentive object, in view of the fact that the company's restricted stock incentive plan was granted to the incentive object for the first time in 2022, Two incentive objects voluntarily gave up the qualification and corresponding share of rights and interests granted by this incentive plan for personal reasons. The company adjusted the list of incentive objects and the number of rights and interests granted for the first time in this incentive plan. After the adjustment of the incentive plan, the number of incentive objects granted by the company's restricted stock incentive plan for the first time was adjusted from 65 to 63, the number of restricted shares granted for the first time was adjusted from 1658000 shares to 163300 shares, and the number of restricted shares reserved for grant was adjusted from 342000 shares to 367000 shares.
In addition to the above adjustments, other contents of the incentive plan implemented this time are consistent with the incentive plan (Draft) deliberated and approved by the first extraordinary general meeting of shareholders in 2022.
Based on the above, our lawyers believe that the adjustment of the incentive plan complies with the relevant provisions of the management measures, the regulatory guide and the incentive plan (Draft).
3、 The first grant date of this incentive plan
On February 7, 2022, the company held the first extraordinary general meeting of shareholders in 2022, deliberated and passed the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company's restricted stock incentive plan in 2022, and authorized the board of directors to determine the grant date of this incentive plan.
According to the proposal on granting restricted shares to incentive objects for the first time deliberated and adopted at the fifth meeting of the third board of directors and the fifth meeting of the third board of supervisors, the grant date of this incentive plan is February 7, 2022.
The independent directors of the company expressed independent opinions and believed that the grant date determined by the board of directors of the company was in line with the management measures and other laws and regulations, as well as the relevant provisions on the grant date in the incentive plan (Draft).
After verification by our lawyers, the granting date of this grant is within 60 days from the date when the incentive plan is deliberated and approved by the general meeting of shareholders of the company, and it is a trading day.
Based on the above, our lawyers believe that the grant date of this incentive plan complies with the relevant provisions of the administrative measures and the incentive plan (Draft). 4、 Grant conditions of this incentive plan
According to the provisions of the administrative measures and the incentive plan (Draft), the company may grant restricted shares to incentive objects when the following conditions are met:
1. The company is not under any of the following circumstances:
(1) The financial and accounting 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;
(2) The internal control of the financial report of the latest 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, 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.
2. The incentive object does not have any of the following situations:
(1) Being identified as an inappropriate candidate by the stock exchange within the last 12 months;
(2) In the last 12 months, it has been identified as an inappropriate candidate by the CSRC and its dispatched offices;
(3) In the last 12 months, he has been punished by the CSRC and
