Shanghai jintiancheng law firm
On Shanghai Haohai Biological Technology Co.Ltd(688366) 2021 A-share restricted stock incentive plan (Draft)
Legal opinion
Address: 11/12 level, Shanghai Center Tower, 501 Yingcheng Middle Road, Pudong New Area, Shanghai.
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Shanghai jintiancheng law firm
About Shanghai Haohai Biological Technology Co.Ltd(688366)
2021 A-share restricted stock incentive plan (Draft)
Legal opinion
To: Shanghai Haohai Biological Technology Co.Ltd(688366) Dear Sirs:
Part I Introduction
Shanghai jintiancheng law firm (hereinafter referred to as "the firm") accepts the entrustment of Shanghai Haohai Biological Technology Co.Ltd(688366) (hereinafter referred to as " Shanghai Haohai Biological Technology Co.Ltd(688366) " or "the company") and appoints lawyer Zhou Jian and lawyer Yin Yingai as the special legal counsel of the company. According to the company law of the people's Republic of China (amended in 2018), the securities law of the people's Republic of China (amended in 2019) The measures for the administration of equity incentive of listed companies (revised in 2018), the Listing Rules of Shanghai Stock Exchange on the Kechuang board, the self regulatory guide for companies listed on the Kechuang board No. 4 - disclosure of equity incentive information, and other relevant laws, regulations, normative documents and the Shanghai Haohai Biological Technology Co.Ltd(688366) articles of association, in accordance with the business standards recognized by the lawyer industry This legal opinion is issued on the company's 2021 A-share restricted stock incentive plan (hereinafter referred to as "this incentive plan" or "this plan") in the spirit of ethics and diligence.
In order to issue this legal opinion, the exchange declares as follows:
1. The firm and its lawyers have strictly performed their statutory duties, followed the principles of diligence, good faith and full verification 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 issuance date of this legal opinion, 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;
2. In order to issue this legal opinion, our lawyers reviewed the documents and materials related to the issuance of this legal opinion provided by the company, listened to the statements and explanations of relevant parties on relevant facts, and conducted necessary verification and verification on relevant issues. The company guarantees that the information and documents (including but not limited to the original written materials, duplicate materials and oral information) provided to the lawyers of the firm are true, accurate, complete and effective, the copies or copies of such materials are consistent with the original materials or originals, and the signatures and seals of all documents are true without false records Misleading statements or material omissions;
3. Our lawyers determine whether a matter is legal and effective on the basis of the laws and regulations of China (for the purpose of this legal opinion, excluding the Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan region) applicable at the time of the occurrence of the matter, For the facts related to the issuance of this legal opinion that are difficult to conduct comprehensive verification due to objective restrictions or cannot be supported by independent evidence, our lawyers rely on the supporting documents issued by relevant government departments and other relevant institutions to issue this legal opinion;
4. The exchange does not express opinions on professional matters such as accounting and auditing. The reference of our lawyers to some data and conclusions in relevant statements, data and reports in this legal opinion does not mean that our lawyers make any express or implied guarantee for the authenticity of these data and conclusions, and our lawyers do not have the legal qualification to check and judge these contents;
5. The exchange only gives legal opinions on the matters involved in this legal opinion. The issuance of this legal opinion does not mean or imply that the exchange makes any form of guarantee for this incentive plan or gives any opinions on the value of the underlying shares involved in this incentive plan;
6. The exchange agrees to take this legal opinion as one of the necessary legal documents for the company to implement this incentive plan, record or publicly disclose it together with other materials, and bear corresponding legal liabilities for the legal opinion issued in accordance with the law;
7. This legal opinion is only for the purpose of the company's implementation of this incentive plan, and shall not be used for any other purpose.
Based on the above, our lawyers issue the following legal opinions in accordance with the business standards, ethics and diligence recognized by the lawyer industry:
Part II interpretation
Company, Shanghai Haohai Biological Technology Co.Ltd(688366) refers to Shanghai Haohai Biological Technology Co.Ltd(688366)
Restricted stocks and underlying stocks refer to the Shanghai Haohai Biological Technology Co.Ltd(688366) stocks obtained and registered by incentive objects who meet the grant conditions of this incentive plan after meeting the corresponding benefit conditions
Restricted stock incentive plan refers to the Shanghai Haohai Biological Technology Co.Ltd(688366) 2021 A-share restricted stock (Draft) incentive plan (Draft)
This incentive plan and this plan refer to the company's 2021 A-share restricted stock incentive plan (the incentive form adopted in this incentive plan is class II restricted stock)
Articles of association means the Shanghai Haohai Biological Technology Co.Ltd(688366) articles of association
The directors and incentive objects of the company (including subsidiaries) who obtain restricted shares in accordance with the provisions of the plan refer to the directors, senior managers, core technicians and other personnel deemed necessary by the board of directors
The grant date refers to the date on which the company grants restricted shares to the incentive object, and the grant date must be the trading day
The grant price refers to the price determined by the company when granting restricted shares to the incentive object and the incentive object obtains the shares of the company
Attribution refers to the behavior that the company registers the shares in the account of the incentive object after the incentive object meets the benefit conditions
Attribution conditions refer to the benefit conditions set up in this incentive plan, and the incentive object is the benefit conditions to be met to obtain the incentive shares
The term of validity refers to the period from the date of the grant of restricted shares to the date when all the restricted shares granted to the incentive object are vested or invalidated, with a maximum of 36 months
CSRC refers to the China Securities Regulatory Commission
Shanghai stock exchange refers to Shanghai Stock Exchange
The Company Law refers to the company law of the people's Republic of China (amended in 2018)
Securities Law refers to the securities law of the people's Republic of China (revised in 2019)
The Administrative Measures refer to the administrative measures for equity incentive of listed companies (revised in 2018)
Listing Rules refers to the Listing Rules of Shanghai Stock Exchange's Sci tech innovation board
The self regulatory guide refers to the self regulatory guide for listed companies on the science and Innovation Board No. 4 - disclosure of equity incentive information
The third part is the main body
1、 Shanghai Haohai Biological Technology Co.Ltd(688366) subject qualification for implementing this incentive plan
According to the information provided by the company and verified by our lawyers, Shanghai Haohai Biological Technology Co.Ltd(688366) is a joint stock limited company established by Shanghai Haohai Biotechnology Co., Ltd. with the overall change of audited book net assets into shares as of December 31, 2009, and completed the industrial and commercial change registration at Shanghai Administration for Industry and Commerce on August 2, 2010.
According to the reply on Approving the registration of Shanghai Haohai Biological Technology Co.Ltd(688366) initial public offering issued by China Securities Regulatory Commission on September 27, 2019 (zjxk [2019] No. 1793) and with the consent of Shanghai Stock Exchange, the company publicly issued 17.8 million RMB common shares in October 2019 and listed on the science and Innovation Board of Shanghai Stock Exchange. The securities are abbreviated as " Shanghai Haohai Biological Technology Co.Ltd(688366) " and the securities code is "688366".
According to the company's current valid business license (Unified Social Credit Code: 91310000797066532q), the company's domicile is No. 5, Dongjing Road, Songjiang Industrial Zone, Shanghai; The legal representative is Hou Yongtai; The business scope of the company includes technology development, technology transfer, technical consultation and technical services in genetic engineering, chemical synthesis, natural drugs and diagnostic reagents; Research and production of small volume injections, APIs, bioengineering products, class III 6822 ophthalmic optical instruments implanted in the body or in long-term contact with the body, 6864 absorbable hemostatic and anti adhesion materials; Engaged in the import and export business of goods and technology, the operation of medical devices, the wholesale of ethanol (anhydrous) (renting storage facilities), the sales of chemical raw materials and products (except dangerous chemicals) and cosmetics. [for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments].
According to the confirmation of the company and the verification of the lawyers of the exchange, as of the date of issuance of this legal opinion, the company is in existence. The company does not need to be terminated as stipulated in the company law and other laws, regulations and normative documents and the articles of association, and there is no need to be terminated as stipulated in the securities law, listing rules and other laws, regulations and normative documents Suspension of listing.
According to the confirmation of the company and the verification of our lawyers, as of the date of issuance of this legal opinion, Shanghai Haohai Biological Technology Co.Ltd(688366) there is no following situation that the incentive plan shall not be implemented as stipulated in Article 7 of the management measures:
(I) the audit report of the financial accounting report of the latest fiscal year issued by the certified public accountant with a negative opinion or unable to express an opinion;
(II) the internal control of the financial report of the most recent fiscal year has been given a negative opinion or unable to express an opinion by the certified public accountant;
(III) failure to distribute profits in accordance with laws and regulations, the articles of association and public commitments within the last 36 months after listing;
(IV) equity incentive is prohibited by laws and regulations;
(V) other circumstances recognized by the CSRC.
To sum up, our lawyers believe that Shanghai Haohai Biological Technology Co.Ltd(688366) is a listed company established and effectively existing according to law. There is no situation that equity incentive shall not be implemented as stipulated in the administrative measures, and it meets the subject qualification of equity incentive.
2、 Contents of this incentive plan
The board of directors of the company reviewed and approved the restricted stock incentive plan (Draft) prepared by the remuneration and assessment committee of the board of directors on December 29, 2021. The restricted stock incentive plan (Draft) is divided into 15 chapters, including "interpretation", "purpose of the incentive plan", "management organization of the incentive plan", "determination basis and scope of incentive objects", "rights and interests to be granted under the incentive plan", "list of incentive objects and distribution of rights and interests to be granted" "Validity period, grant date, attribution arrangement and lock up period", "grant price and determination method of restricted shares", "grant and attribution conditions of restricted shares", "adjustment methods and procedures of this incentive plan", "accounting treatment of restricted shares", "implementation, grant, attribution, change and termination procedures of this incentive plan" "Other rights and obligations of the company / incentive object", "treatment of this incentive plan in case of change of the company / incentive object" and "Supplementary Provisions".
After verification by lawyers of the exchange, the restricted stock incentive plan (Draft) has specified the following items required to be specified in Article 9 of the administrative measures:
(I) purpose of equity incentive;
(II) determination basis and scope of incentive objects;
(III) the number of rights and interests to be granted, the type, source and number of underlying shares involved in the rights and interests to be granted, and the percentage in the total share capital of the listed company;
(IV) if the incentive objects are directors and senior managers, the number of rights and interests they can be granted and their percentage in the total amount of rights and interests to be granted under the equity incentive plan; The names and positions of other incentive objects, the number of rights and interests that can be granted and their percentage in the total amount of rights and interests to be granted under the equity incentive plan;
(V) the validity period of the equity incentive plan, the grant date and the lock up period of restricted shares;
(VI) the grant price and determination method of restricted shares;
(VII) conditions for granting rights and interests to incentive objects and exercising rights and interests;
(VIII) procedures for granting rights and interests by the company and exercising rights and interests by incentive objects;
(IX) methods and procedures for adjusting the number of underlying shares and the grant price;
(x) accounting treatment method of equity incentive, determination method of the fair value of restricted shares, and the impact of the implementation of restricted shares on the operating performance of each period;
（11） Change and termination of equity incentive plan;
（12） Implementation of equity incentive plan in case of change of control, merger and division of the company and change of position, resignation and death of incentive objects;
（13） Relevant disputes or dispute settlement mechanism between the company and the incentive object;
（14） Other rights and obligations of the company and the incentive object.
In conclusion, our lawyers believe that the contents of the restricted stock incentive plan (Draft) comply with the relevant provisions of the administrative measures.
3、 Approval procedures involved in this incentive plan
(I) procedures performed by the company for the implementation of this incentive plan
According to the information provided by the company and verified by our lawyers, it has been implemented as of the date of issuance of this legal opinion
