Beijing Deheng (Shenzhen) law firm on Guangdong Vtr Bio-Tech Co.Ltd(300381)
Restricted stock incentive plan for 2021
Legal opinions on matters related to the grant of reserved parts
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Beijing Deheng (Shenzhen) law firm
About Guangdong Vtr Bio-Tech Co.Ltd(300381)
Restricted stock incentive plan for 2021
Legal opinions on matters related to the grant of reserved parts
Deheng 06f20210089-00004
To: Guangdong Vtr Bio-Tech Co.Ltd(300381)
Beijing Deheng (Shenzhen) law firm (hereinafter referred to as “the firm”) accepts the entrustment of Guangdong Vtr Bio-Tech Co.Ltd(300381) (hereinafter referred to as “the company” or ” Guangdong Vtr Bio-Tech Co.Ltd(300381) “) to act as special legal counsel. According to 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”), the measures for the administration of equity incentive of listed companies (hereinafter referred to as the “measures for the administration of equity incentive”) and the Listing Rules of gem shares of Shenzhen Stock Exchange (hereinafter referred to as the “Listing Rules”) In accordance with the relevant provisions of Shenzhen Stock Exchange GEM listed companies’ self regulatory guide No. 1 – business handling, this exchange issues this legal opinion on the matters related to the granting of reserved restricted shares involved in the implementation of this restricted stock incentive plan (hereinafter referred to as the “incentive plan”).
In order to issue this legal opinion, our lawyers have reviewed the documents and materials related to the company’s incentive plan, such as the incentive plan for Guangdong Vtr Bio-Tech Co.Ltd(300381) 2021 restricted stock (hereinafter referred to as the “incentive plan”), the measures for the administration of the assessment of the implementation of the incentive plan for Guangdong Vtr Bio-Tech Co.Ltd(300381) 2021 restricted stock (hereinafter referred to as the “measures for the administration of the assessment”), The applicant has obtained the following guarantee from the applicant: all documents, materials, statements and explanations provided by the company to the exchange are complete, true and effective, and all facts and documents sufficient to affect the legal opinion have been disclosed to the exchange without any concealment or material omission; All signatures and seals in the documents provided by the company are authentic, and the copies, copies or faxes of the documents are consistent with the original.
For the fact that this legal opinion is very important and cannot be supported by independent evidence, the exchange relies on the supporting documents issued by relevant government departments, companies or other relevant units to issue this legal opinion.
Our lawyers only conduct legal review and express legal opinions on the facts that have occurred before the date of issuance of this legal opinion, and do not express opinions on professional matters such as accounting, audit and asset evaluation. The quotation of certain contents in relevant accounting statements, audit reports and asset evaluation reports in this legal opinion does not indicate that our lawyers make any judgment or guarantee on the authenticity, accuracy and legitimacy of these contents.
In accordance with relevant laws and regulations, the measures for the administration of securities legal business of law firms, 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 date of issuance of this legal opinion, the firm and its handling lawyers have strictly performed their statutory duties, followed the principles of diligence and good faith, and conducted sufficient verification and verification, Issue this legal opinion independently, objectively and impartially, ensure that there are no false records, misleading statements or major omissions in this legal opinion, and bear corresponding legal liabilities.
Our lawyer agrees to take this legal opinion as the necessary legal document for this incentive plan, perform the declaration procedures or public disclosure with other materials in accordance with relevant regulations and the requirements of regulatory authorities, and bear corresponding legal liabilities for the legal opinion issued.
This legal opinion is only used by the company for the purpose of implementing this incentive plan and shall not be used for any other purpose. The exchange agrees that the company shall quote the relevant contents of this legal opinion in the relevant documents prepared for the implementation of this incentive plan, but the company shall not cause ambiguity or misinterpretation due to the above quotation. The exchange has the right to review and confirm the corresponding contents of the relevant documents again.
In accordance with the provisions of Chinese laws, regulations, normative documents such as the company law, the securities law, the measures for the administration of equity incentive, the listing rules and the articles of association of Guangdong Vtr Bio-Tech Co.Ltd(300381) (hereinafter referred to as the “articles of association”), and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, Based on the full verification of the relevant documents and facts provided by the company, the legal opinions are as follows:
1、 The incentive plan reserves the approval and authorization of some grant matters
1. On February 3, 2021, the company held the 53rd meeting of the 6th board of directors, The proposal on the company’s 2021 restricted stock incentive plan (Draft) > and its summary, the proposal on the measures for the implementation and assessment of the company’s 2021 restricted stock incentive plan, the proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s equity incentive plan and other proposals related to the incentive plan were reviewed and approved. When the board of directors of the company considered the above-mentioned proposal, Mr. Chen shaomei, the chairman and Mr. Zhou Derong, the director to be the incentive object, have avoided voting. At the same time, the independent directors of the company expressed independent opinions.
2. On February 3, 2021, the company held the 42nd meeting of the sixth board of supervisors, The proposal on the company’s 2021 restricted stock incentive plan (Draft) > and its summary, the proposal on the company’s assessment and management measures for the implementation of the 2021 restricted stock incentive plan, the proposal on verifying the list of incentive objects first granted by the company’s 2021 restricted stock incentive plan and other proposals related to the incentive plan were reviewed and approved. 3. From February 3, 2021 to February 17, 2021, the company publicized the names and positions of the proposed incentive objects of the incentive plan through internal billboards. By the end of the publicity period, the board of supervisors of the company had not received any objection from any employee to the proposed incentive objects of the incentive plan, and disclosed the verification opinions and publicity of the Guangdong Vtr Bio-Tech Co.Ltd(300381) board of supervisors on the list of incentive objects first granted by the company’s restricted stock incentive plan in 2021 on February 18, 2021.
4. On February 22, 2021, the company held the first extraordinary general meeting of shareholders in 2021, The proposal on the company’s 2021 restricted stock incentive plan (Draft) and its summary, the proposal on the measures for the implementation and assessment of the company’s 2021 restricted stock incentive plan, the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s equity incentive plan and other proposals related to the incentive plan were reviewed and approved, And authorize the board of directors of the company to handle matters related to the incentive plan.
5. On March 16, 2021, the company held the second meeting of the seventh board of directors, deliberated and approved the proposal on adjusting the list of incentive objects and the number of rights and interests granted for the first time in the 2021 restricted stock incentive plan and the proposal on granting restricted shares to incentive objects for the first time in 2021, and agreed to adjust the relevant matters of the incentive plan. After the adjustment, the number of incentive objects granted for the first time was adjusted from 93 to 86, and the total number of class II restricted shares granted was adjusted from 8 million shares to 7.72 million shares, of which the number of class II restricted shares granted for the first time was adjusted from 7.2 million shares to 6.92 million shares, and the reserved grant number was 800000 shares without adjustment. When the board of directors of the company considered the above-mentioned proposal, the chairman Mr. Chen shaomei, the director Mr. Zhou Derong and the director Mr. Chen Guancheng, who were intended to be the incentive objects, have avoided voting. At the same time, the independent directors of the company expressed independent opinions.
6. On March 16, 2021, the company held the second meeting of the seventh board of supervisors, The proposal on adjusting the list of incentive objects and the number of rights and interests granted for the first time in the 2021 restricted stock incentive plan, the proposal on granting restricted shares for the first time in 2021 to incentive objects, and the proposal on verifying the company’s list of incentive objects granted for the first time in the 2021 restricted stock incentive plan (grant date) were reviewed and approved, Agreed to adjust the relevant matters of the incentive plan and re verified the list of incentive objects granted by the company for the first time.
7. On February 18, 2022, the company held the 14th meeting of the 7th board of directors, deliberated and approved the proposal on adjusting the grant price of the 2021 restricted stock incentive plan and the proposal on granting reserved restricted shares to incentive objects. The board of directors considered that the conditions for the reserved grant of class II Restricted Shares specified in the incentive plan of the company had been met, It is agreed to set February 18, 2022 as the reserved grant date and grant 800000 reserved class II restricted shares to 22 incentive objects meeting the grant conditions at the grant price of 4.99 yuan / share. At the same time, the independent directors of the company expressed independent opinions.
8. On February 18, 2022, the company held the 10th meeting of the 7th board of supervisors, deliberated and approved the proposal on adjusting the first grant price of the 2021 restricted stock incentive plan and the proposal on granting reserved restricted shares to incentive objects. The board of supervisors considered that the reserved grant conditions of class II Restricted Shares specified in the company’s incentive plan had been met, It is agreed to set February 18, 2022 as the reserved grant date and grant 800000 reserved class II restricted shares to 22 incentive objects meeting the grant conditions at the grant price of 4.99 yuan / share.
In conclusion, our lawyers believe that as of the date of issuance of this legal opinion, the company has obtained the necessary approval and authorization for the grant of the reserved part of the incentive plan, which is in line with the relevant provisions of the measures for the administration of equity incentive and the incentive plan.
2、 The incentive plan reserves part of the grant date
1. On February 22, 2021, the company held the first extraordinary general meeting of shareholders in 2021, The proposal on the company’s 2021 restricted stock incentive plan (Draft) and its summary, the proposal on the measures for the implementation and assessment of the company’s 2021 restricted stock incentive plan, the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s equity incentive plan and other proposals related to the incentive plan were reviewed and approved, And authorize the board of directors of the company to handle matters related to the incentive plan.
2. On February 18, 2022, the company held the 14th meeting of the seventh board of directors, deliberated and approved the proposal on adjusting the grant price of the restricted stock incentive plan in 2021 and the proposal on granting reserved restricted shares to incentive objects, and agreed to determine February 18, 2022 as the reserved grant date. At the same time, the independent directors of the company expressed independent opinions.
3. On February 18, 2022, the company held the 10th meeting of the 7th board of supervisors, deliberated and approved the proposal on adjusting the first grant price of the 2021 restricted stock incentive plan and the proposal on granting reserved restricted shares to incentive objects, and agreed to determine February 18, 2022 as the reserved grant date.
4. According to the provisions of the incentive plan and the verification of our lawyers, the grant date determined by the board of directors of the company is not within the following periods:
(1) Within 30 days before the announcement of the company’s periodic report, if the announcement date of the periodic report is delayed due to special reasons, it shall be calculated from 30 days before the original scheduled announcement date to 1 day before the announcement;
(2) Within 10 days before the announcement of the company’s performance forecast and performance express;
(3) From the date of major events that may have a great impact on the trading price of the company’s shares and their derivatives or the date of entering the decision-making process to 2 trading days after disclosure according to law;
(4) Other periods prescribed by the CSRC and the stock exchange.
In conclusion, our lawyers believe that the grant date of the reserved part of the incentive plan complies with the relevant provisions of the measures for the administration of equity incentive and the incentive plan.
3、 The incentive plan reserves some conditions for grant
According to the measures for the administration of equity incentive and the incentive plan, the conditions for the incentive objects of the incentive plan to be granted restricted shares are as follows:
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 financial report issued by the certified public accountant for the latest accounting year cannot be denied or the internal audit opinion issued by the certified public accountant cannot be controlled;
(3) Failure to distribute profits in accordance with laws and regulations, the 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) Being administratively punished by the CSRC and its dispatched offices or taking market entry prohibition measures for major violations of laws and regulations in the last 12 months;
(4) Those who are not allowed to serve as directors or senior managers of the company as stipulated in the company law;
(5) Those who are not allowed to participate in the equity incentive of listed companies according to laws and regulations;
(6) Other circumstances recognized by the CSRC.
According to the relevant meeting documents provided by the company and the verification of our lawyers, as of the date of issuance of this legal opinion, neither the company nor the incentive object has occurred or caused any situation that does not belong to any of the above grant conditions.
In conclusion, our lawyers believe that the reserved part of the incentive plan has been granted, and the company can grant it in accordance with the relevant provisions of the incentive plan.
4、 The object, price and quantity of some awards reserved in the incentive plan
1. On February 18, 2022, the company held the 14th meeting of the 7th board of directors, deliberated and approved the proposal on adjusting the grant price of the restricted stock incentive plan in 2021 and the proposal on granting reserved restricted shares to incentive objects. The board of directors agreed to grant 22 qualified incentive shares at the grant price of 4.99 yuan / share
