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Tel.: (+ 86) (20) 38799345 Fax: (+ 86) (20) 38799345-200
Guohao law firm (Guangzhou)
About By-Health Co.Ltd(300146)
The second exercise period of the second stock option incentive plan in 2019
Achievement of exercise conditions and cancellation of some granted stock options
Legal opinion
interpretation
By-Health Co.Ltd(300146) . The company refers to By-Health Co.Ltd(300146) .
The second issue of stock options in 2019 refers to the second issue of stock options in By-Health Co.Ltd(300146) 2019 incentive plan of By-Health Co.Ltd(300146) 2020 approved by the first extraordinary general meeting of shareholders.
This incentive plan is the second stock option incentive plan in 2019.
The Company Law refers to the 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.
The articles of association refers to the By-Health Co.Ltd(300146) articles of association.
CSRC refers to the China Securities Regulatory Commission.
Lawyers of the firm refer to the lawyers in charge of the firm, Li Caixia and Zhong Chenglong.
Yuan refers to the monetary unit of RMB. Unless otherwise specified in this legal opinion, it is the same.
(Introduction)
In order to issue this legal opinion, our lawyer and our firm declare as follows:
（1） The exchange accepts the entrustment of By-Health Co.Ltd(300146) as the special legal adviser of By-Health Co.Ltd(300146) this incentive plan, and appoints lawyers Li Caixia and Zhong Chenglong to give legal opinions on relevant matters related to the achievement of exercise conditions and cancellation of some granted stock options (hereinafter referred to as “this cancellation”) in the second exercise period of By-Health Co.Ltd(300146) this incentive plan.
（2） In order to issue this legal opinion, our lawyers have reviewed the documents of the 15th meeting of By-Health Co.Ltd(300146) the 5th board of directors, the 13th meeting of the 5th board of supervisors, the second stock option incentive plan in 2019, the list of incentive objects of this incentive plan and other documents that our lawyers think need to be reviewed, Relevant facts and data were verified and verified.
（3） The firm and its lawyers have strictly performed their statutory duties and followed the principles of diligence and good faith in accordance with the provisions of the securities law, the company law, the administrative measures, the administrative measures for the engagement of law firms in securities legal business, 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, 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.
（4） This legal opinion only expresses opinions on the legal issues related to this incentive plan, and will not express opinions on the rationality of the assessment standards and other matters involved in this incentive plan, as well as accounting, finance and other professional matters. When these contents are involved in this legal opinion, they are quoted in strict accordance with the reports issued by relevant intermediaries or By-Health Co.Ltd(300146) documents.
（5） This legal opinion is only for By-Health Co.Ltd(300146) the purpose of implementing this incentive plan, and shall not be used for any other purpose.
(text)
1、 Achievements on the exercise conditions
（1） Approval and authorization of the achievement of the exercise conditions
1. On January 7, 2020, the company held the first extraordinary general meeting of shareholders in 2020, The proposal on the company’s 2019 second stock option incentive plan (Draft) and its summary, the proposal on the management measures for the implementation and assessment of the company’s 2019 second 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 the 2019 second stock option incentive plan were reviewed and approved, and the company was approved to implement the incentive plan, And authorize the board of directors of the company to handle matters related to this incentive plan.
2. On March 4, 2022, the company held the 15th meeting of the 5th board of directors and the 13th meeting of the 5th board of supervisors, deliberated and adopted the proposal on the achievement of exercise conditions for the second exercise period of stock options first granted by the second stock option incentive plan in 2019, The board of directors and the board of supervisors believe that the exercise conditions for the second exercise period set in the 2019 second stock option incentive plan have been achieved. According to the authorization of the company’s first extraordinary general meeting in 2020, the board of directors agrees that the company shall handle matters related to the achievement of the conditions for the second exercise period of stock options in accordance with the relevant provisions of the 2019 second stock option incentive plan. There are 2 incentive objects who meet the exercise conditions this time. The number of stock options that can be exercised is 54000 shares, and the exercise price is 14.90 yuan / share. The independent directors of the company expressed their independent opinions.
Our lawyers believe that the company has obtained the necessary approval and authorization for the achievement of the exercise conditions, which is in line with the relevant provisions of the management measures and the 2019 second stock option incentive plan.
（2） Conditions for this exercise
1. Waiting period
According to the relevant provisions of the company’s 2019 second stock option incentive plan, the stock option waiting period of this incentive plan is 12 months, 24 months and 36 months respectively from the date of grant, and the second waiting period has expired on January 14, 2022.
2. Exercise conditions
According to the relevant provisions of the second stock option incentive plan in 2019, the stock options granted to the incentive object can be exercised only when the following conditions are met during the exercise period:
(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 most recent 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 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.
(3) Company level performance assessment requirements
The stock options granted by the incentive plan shall be subject to annual performance evaluation and exercise in three fiscal years of the exercise period, so as to meet the performance evaluation objectives of the company as the exercise conditions of the incentive object. The annual performance assessment objectives of the company for the first time granting and reserving some stock options are shown in the table below:
Performance assessment conditions during exercise period
The first exercise period of stock options granted for the first time is based on the operating income in 2018, and the growth rate of operating income in 2020 will not be less than 45%;
The second exercise period of stock options granted for the first time / based on the operating income in 2018, the growth rate of operating income in 2021 does not reserve that the first exercise period of stock options is less than 60%;
The third exercise period of stock options granted for the first time / based on the operating income in 2018, the growth rate of operating income in 2022 is not reserved, and the second exercise period of stock options is less than 75%.
(4) Performance appraisal requirements at individual level
The individual level assessment of the incentive object shall be organized and implemented in accordance with the relevant provisions of the company’s current salary and performance evaluation. The performance evaluation results of the incentive object in each assessment year are divided into three grades: exceeding expectations, meeting expectations and failing to meet expectations. The details are as follows:
Individual annual performance evaluation results exceed expectations, meet expectations and fail to meet expectations
Individual exercise proportion: 100%, 80%, 0%
In case of any of the circumstances specified in article (1) above, the stock options granted but not exercised by all incentive objects according to the incentive plan shall be cancelled by the company; If one of the circumstances specified in article (2) above occurs to an incentive object, the stock options granted but not exercised by the incentive object according to the incentive plan shall be cancelled by the company; If the company’s performance appraisal fails to meet the above conditions, all the stock options of the number of exercisable rights granted to the incentive object in the corresponding exercise period shall be cancelled by the company; The annual performance assessment at the company level meets the standard, and the actual exercise amount of the incentive object in the current year = the individual exercise proportion × The individual’s planned exercise limit in the current year, and the stock options that cannot be exercised by the incentive object in the current year shall be cancelled by the company.
（3） Achievements of exercise conditions of this incentive plan
After verification and confirmation by the company, as of the date of issuance of this legal opinion, the achievements of the exercise conditions of this incentive plan are as follows:
Types of exercise conditions and achievements of exercise conditions
The company is not under any of the following circumstances:
1. The financial report of the latest fiscal year was approved by the certified public accountant
The company issues audit reports with negative opinions or unable to express opinions; The company does not have the above situation. 2. The internal control of financial report in the latest fiscal year will meet the exercise conditions if it is registered.
Auditors issue audit reports with negative opinions or unable to express opinions;
3. Failure to comply with laws, regulations and company seal within 36 months after listing
1. The situation of publicly committing to profit distribution;
4. Equity incentive is not allowed according to laws and regulations;
5. Other circumstances recognized by the CSRC.
The incentive object does not have any of the following situations:
1. A person who has been identified as inappropriate by the stock exchange within the last 12 months
Select;
2. Recognized by China Securities Regulatory Commission and its dispatched offices in the last 12 months
Is an inappropriate candidate; The incentive object has not been the incentive object mentioned above. 3. The incentive object has been by the CSRC for major violations of laws and regulations in the last 12 months, and the exercise conditions are met. Administrative punishment or market entry prohibition measures taken by the Commission and its dispatched offices;
4. Those who have the provisions of the company law shall not serve as directors or senior managers of the company
The situation of senior management personnel;
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.
In 2021, the operating income of the company was first granted stock options, and the corresponding performance of the company in the second exercise period was 74312781 million yuan. The performance assessment objective of the company is: Taking the operating income of 2018 as the base, and taking the operating income of 2018 as the operating income in 2021, the growth rate of operating income shall not be less than 60%. Base, the growth rate of operating revenue in 2021 is 70.80%, meeting the exercise conditions.
