Guohao law firm (Shenzhen)
about
Hvsen Biotechnology Co.Ltd(300871) repurchase and cancel some equity incentive restricted shares that have been granted but have not been lifted
of
Legal opinion
Floors 24, 31, 41 and 42, special zone newspaper building, 6008 Shennan Avenue, Shenzhen zip code: 518034
24 / F, 31 / F, 41F, 42F, tequbaoye building, 6008 shennanavenue, Shenzhen, Guangdong Province 518034, China Tel: (+ 86) (755) 83515666 fax / Fax: (+ 86) (755) 83515333
Website: http://www.grandall.com.cn.
March, 2002
Guohao law firm (Shenzhen)
About Hvsen Biotechnology Co.Ltd(300871)
Legal opinion on repurchase and cancellation of some equity incentive restricted shares granted but not lifted
No.: GLG / SZ / A5003 / FY / 2022100 to: Hvsen Biotechnology Co.Ltd(300871)
Guohao law firm (Shenzhen) (hereinafter referred to as "the firm") accepts the entrustment of Hvsen Biotechnology Co.Ltd(300871) (hereinafter referred to as " Hvsen Biotechnology Co.Ltd(300871) " or "the company") to act as the special legal adviser of the company's restricted stock incentive plan in 2021 (hereinafter referred to as "the incentive plan" or "the incentive plan" or "the plan"). In accordance with the company law of the people's Republic of China (hereinafter referred to as the "company law") and 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") and the guide for business handling of companies listed on the gem No. 5 - equity incentive (hereinafter referred to as the "business guide") issued by the China Securities Regulatory Commission (hereinafter referred to as the "CSRC") In accordance with the provisions of relevant laws, regulations and normative documents such as the self regulatory guide No. 1 - business handling of companies listed on the gem of Shenzhen Stock Exchange (hereinafter referred to as the "regulatory guide"), the relevant documents provided by the company have been verified and verified in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, This legal opinion is issued for matters related to the cancellation of part of the equity incentive restricted shares granted but not lifted in this repurchase (hereinafter referred to as "this repurchase cancellation").
In order to issue this legal opinion, our lawyer hereby makes the following statement:
1、 In accordance with the provisions of the company law, the securities law, the administrative measures and other provisions and the facts that have occurred or exist before the date of issuance of this legal opinion, the exchange and the handling lawyers have strictly performed their statutory duties, followed the principles of diligence and good faith, fully verified and verified the repurchase and sale of the company, and ensured that there are no false records Misleading statements and material omissions.
2、 Our lawyer agrees to take this legal opinion as a necessary legal document for the company's repurchase cancellation, report it together with other materials, and bear legal responsibility for the legal opinion issued in accordance with the law. Our lawyers agree that the company shall quote the relevant contents of this legal opinion in the relevant documents prepared for the implementation of this repurchase cancellation, but when the company makes the above quotation, it shall not cause legal ambiguity or misinterpretation due to the quotation. Our lawyers have the right to review and confirm the corresponding contents of the above relevant documents again.
3、 In order to issue this legal opinion, the company has guaranteed to provide the lawyers of the firm with the original written materials, copies or oral testimony that are true and effective and necessary for issuing this legal opinion. The signatures and / or seals on the relevant materials are true and effective, and the relevant copies or copies are consistent with the original materials or originals, There are no false contents and major omissions.
4、 For the facts that are crucial to this legal opinion and cannot be supported by independent evidence, the exchange relies on the statements or supporting documents issued by relevant government departments, companies or other relevant units to make judgments.
5、 The lawyers of the firm only express their opinions on the legal issues related to the repurchase and cancellation of the company, and do not express their opinions on the rationality of the underlying stock value, assessment standards and other non legal matters involved in the company's incentive plan, as well as accounting, finance and other non legal professional matters. The quotation of relevant financial data or conclusions in this legal opinion does not mean that the exchange makes any express or implied guarantee for the authenticity and accuracy of these data or conclusions. The institute does not have the appropriate qualification to verify and evaluate such data and conclusions.
This legal opinion is only for the purpose of the company's repurchase cancellation, and shall not be used for any other purpose. Our lawyers have verified and verified the relevant documents and facts provided by the company in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, and now issue the following legal opinions:
catalogue
interpretation...... 4 I. approval and authorization of this repurchase cancellation 6 II. Specific contents of this repurchase cancellation 6 III. Changes in the company's equity structure after the cancellation of this repurchase 7 IV. procedures to be performed for the cancellation of this repurchase 8 v. concluding comments eight
interpretation
Unless otherwise specified, the relevant words in this legal opinion have the following specific meanings:
Abbreviation refers to the full name
Hvsen Biotechnology Co.Ltd(300871) . Company refers to Hvsen Biotechnology Co.Ltd(300871)
This incentive plan and this incentive plan refer to Hvsen Biotechnology Co.Ltd(300871) 2021 restricted stock incentive plan and this plan
This repurchase cancellation refers to Hvsen Biotechnology Co.Ltd(300871) repurchase cancellation of some equity incentive restricted shares that have been granted but have not been lifted
The company grants incentives according to the conditions and prices specified in the incentive plan. For restricted stocks and a certain number of company stocks of the first type of restricted index, the restricted stock period of a certain period shall be set for these stocks. The restricted circulation can be lifted only after the conditions for lifting the restrictions specified in the incentive plan are met
Restricted stock incentive plan for 2021 Hvsen Biotechnology Co.Ltd(300871) 2021 restricted stock incentive plan (Draft) and incentive plan (Draft) (Draft)
Incentive objects refer to the senior managers and key employees of the company who have obtained restricted shares in accordance with the provisions of this incentive plan
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 of each restricted stock granted by the company to the incentive object
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
Listing Rules refers to the Shenzhen Stock Exchange GEM Listing Rules (revised in December 2020)
Business guide refers to the guide for business handling of GEM listed companies No. 5 - equity incentive
The regulatory guide refers to the self regulatory guide for companies listed on the gem of Shenzhen Stock Exchange No. 1 - business handling
The articles of association refers to the Hvsen Biotechnology Co.Ltd(300871) articles of association
CSRC refers to the China Securities Regulatory Commission
Stock exchange refers to Shenzhen Stock Exchange
This office refers to Guohao law firm (Shenzhen)
The lawyer of the firm refers to the handling lawyer assigned by the firm for the repurchase cancellation of the company, that is, the lawyer who signs in the column of "handling lawyer" on the signature page of this legal opinion
The legal opinion of Guohao law firm (Shenzhen) on Wuhan Huisheng shengben refers to the legal opinion of Wu Technology Co., Ltd. on repurchasing and canceling some equity incentive restricted shares that have been granted but have not been lifted
Yuan and 10000 yuan refer to RMB yuan and 10000 yuan
Note: if the total number in this legal opinion is inconsistent with the mantissa of the sum of the sub item values, it is caused by rounding.
Text
1、 Approval and authorization of this repurchase cancellation
1. On March 9, 2022, the company held the eighth meeting of the second remuneration and assessment committee, which deliberated and approved the proposal on repurchase and cancellation of some equity incentive restricted shares that have been granted but have not been lifted.
2. On March 10, 2022, the company held the 23rd Meeting of the second board of directors, deliberated and approved the proposal on repurchase and cancellation of some equity incentive restricted shares that have been granted but have not been lifted, and the independent directors of the company expressed their independent opinions.
3. On March 10, 2022, the company held the 20th meeting of the second board of supervisors, deliberated and approved the proposal on repurchase and cancellation of some equity incentive restricted shares that have been granted but have not been lifted. The board of supervisors reviewed the assessment conditions and the corresponding number of restricted shares in the first lifting period of the incentive plan, and agreed that the company would buy back 195200 shares of equity incentive restricted shares granted to the incentive object but not lifted according to the relevant provisions of the incentive plan at the grant price (subject to the adjusted grant price in case of any adjustment), and go through the cancellation procedures.
In conclusion, our lawyers believe that as of the date of issuance of this legal opinion, the repurchase cancellation of the company has been approved and authorized by the board of directors and the board of supervisors, which is in line with the relevant provisions of the management measures and the incentive plan (Draft). The company still needs to submit the cancellation of this repurchase to the general meeting of shareholders for special deliberation and approval in accordance with the provisions of relevant laws and regulations.
2、 Specific contents of this repurchase cancellation
(I) reasons for repurchase cancellation
According to the provisions of the company's incentive plan (Draft), if the company fails to meet the performance assessment objectives of the assessment year, the restricted shares granted to all incentive objects in the corresponding assessment year shall not be lifted or deferred to the next period. The restricted shares shall be repurchased and cancelled by the company, and the repurchase price shall be the grant price. Since the performance appraisal results of the company in 2021 do not meet the requirements of the performance appraisal objectives of the current year, the shares held by all incentive objects that have been granted but have not been lifted shall be repurchased and cancelled by the company.
(II) quantity and price of repurchase cancellation
According to the provisions of the company's incentive plan (Draft), if the company repurchases and cancels restricted shares according to the provisions of this incentive plan, unless otherwise agreed in this incentive plan, the repurchase price is the grant price. The number of restricted shares repurchased and cancelled by the company this time is 195200 shares.
(III) adjustment of the number and price of repurchased shares
According to the proposal on repurchase and cancellation of some equity incentive restricted shares granted but not lifted at the 23rd Meeting of the second board of directors and the 20th meeting of the second board of supervisors, if the repurchase amount and price are adjusted before the actual repurchase operation, The company will adjust the repurchase quantity and price according to the relevant provisions of the incentive plan (Draft).
(IV) capital source of this repurchase
According to the proposal on repurchasing and canceling some equity incentive restricted shares granted but not lifted at the 23rd Meeting of the second board of directors and the 20th meeting of the second board of supervisors, the funds required for the company's proposed repurchase of restricted shares come from the company's own funds, and the total funds required for the repurchase are 380640000 yuan. If the repurchase price is adjusted during the actual repurchase, the total amount of funds required for the repurchase will be adjusted accordingly.
In conclusion, our lawyers believe that as of the date of issuance of this legal opinion, the reason, quantity, price and capital source of this repurchase cancellation are in line with the relevant provisions of the company law, securities law, administrative measures and other laws, regulations and normative documents, as well as the articles of Association and incentive plan (Draft).
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