Shanghai jintiancheng law firm
About Shanghai Haohai Biological Technology Co.Ltd(688366)
Adjustment of A-share restricted stock incentive plan and matters related to initial grant in 2021
Legal opinion
Address: 11/12 level, Shanghai Center Tower, 501 Yingcheng Middle Road, Pudong New Area, Shanghai.
Tel: 02120511000 Fax: 02120511999
Postal Code: 200120
Shanghai jintiancheng law firm
About Shanghai Haohai Biological Technology Co.Ltd(688366)
Legal opinions on the adjustment of A-share restricted stock incentive plan and initial grant in 2021
To: Shanghai Haohai Biological Technology Co.Ltd(688366) Dear Sirs:
Part I Introduction
Entrusted by Shanghai Haohai Biological Technology Co.Ltd(688366) (hereinafter referred to as Shanghai Haohai Biological Technology Co.Ltd(688366) “or” the company “), Shanghai jintiancheng law firm (hereinafter referred to as” the firm “) appoints lawyer Zhou Jian and lawyer Yin Yingai as special legal advisers of the company. According to the company law of the people’s Republic of China (revised in 2018), the securities law of the people’s Republic of China (revised 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 science and innovation board, the self regulatory guide for companies listed on the science and Innovation Board No. 4 – disclosure of equity incentive information, and other relevant laws, regulations, normative documents and the provisions of Shanghai Haohai Biological Technology Co.Ltd(688366) articles of association, in accordance with the business standards recognized by the lawyer industry With regard to the company’s 2021 A-share restricted stock incentive plan (hereinafter referred to as “this incentive plan” or “this plan”), the legal opinion of Shanghai jintiancheng law firm on Shanghai Haohai Biological Technology Co.Ltd(688366) 2021 A-share restricted stock incentive plan (Draft) has been issued on February 10, 2022. After further verification by our lawyers, we have issued this legal opinion on the adjustment of the company’s A-share restricted stock incentive plan in 2021 and matters related to the initial grant.
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
The company, Shanghai Haohai Biological Technology Co.Ltd(688366) refers to Shanghai Haohai Biological Technology Co.Ltd(688366)
Restricted shares and underlying shares refer to Shanghai Haohai Biological Technology Co.Ltd(688366) shares 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 (refer to the draft of Shanghai Haohai Biological Technology Co.Ltd(688366) 2021 A-share restricted stock 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)
The articles of association refers to 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
CSRC refers to the China Securities Regulatory Commission
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
Shanghai jintiancheng law firm
Yuan means RMB yuan
The third part is the main body
1、 The adjustment of the incentive plan and the approval and authorization granted for the first time
(I) the remuneration and assessment committee of the board of directors of the company has formulated the restricted stock incentive plan (Draft) and the management measures for the implementation and assessment of Shanghai Haohai Biological Technology Co.Ltd(688366) 2021 A-share restricted stock incentive plan, which have been submitted to the 31st meeting of the Fourth Board of directors for deliberation.
(II) on December 29, 2021, the company held the 31st meeting of the 4th board of directors, deliberated and approved the proposals related to the incentive plan, Including the proposal on the company’s 2021 A-share restricted stock incentive plan (Draft) and its summary, the proposal on the measures for the implementation and assessment of the company’s 2021 A-share 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 equity incentive plan. The independent directors of the company expressed their independent opinions on the incentive plan.
(III) on December 29, 2021, the company held the 19th meeting of the 4th board of supervisors, deliberated and approved the proposals related to the incentive plan, Including the proposal on the company’s 2021 A-share restricted stock incentive plan (Draft) and its summary, the proposal on the management measures for the implementation and assessment of the company’s 2021 A-share restricted stock incentive plan, and the proposal on verifying the list of incentive objects granted by the company’s 2021 A-share restricted stock incentive plan for the first time. The board of supervisors of the company issued verification opinions on the restricted stock incentive plan (Draft).
(IV) from January 19, 2022 to January 28, 2022, the company will publicize the names and positions of the incentive objects in the company through the company’s internal website and other channels for a total period of 10 days. As of the expiration of the publicity period, the board of supervisors of the company has not received any objection to the proposed incentive object. On March 1, 2022, the company disclosed the announcement and verification opinions of Shanghai Haohai Biological Technology Co.Ltd(688366) board of supervisors on the list of incentive objects first granted by the company’s A-share restricted stock incentive plan in 2021. (V) on February 11, 2022, the company disclosed the Shanghai Haohai Biological Technology Co.Ltd(688366) announcement on public solicitation of voting rights by independent directors. According to the entrustment of other independent directors of the company, As the collector, Ms. Li Yingqi, an independent director, publicly solicited voting rights from all A-share shareholders of the company on the proposals related to the incentive plan considered at the first extraordinary general meeting of shareholders in 2022 and the first A-share general meeting in 2022.
(VI) on March 7, 2022, the company held the first extraordinary general meeting in 2022, the first A-share general meeting in 2022 and the first H-share general meeting in 2022, and deliberated and passed the proposals related to the incentive plan, Including the proposal on the company’s 2021 A-share restricted stock incentive plan (Draft) and its summary, the proposal on the management measures for the implementation and assessment of the company’s 2021 A-share 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 equity incentive plan. On March 8, 2022, the company disclosed Shanghai Haohai Biological Technology Co.Ltd(688366) the self inspection report on the trading of the company’s shares by insiders of the company’s A-share restricted stock incentive plan in 2021.
(VII) on March 11, 2022, the company held the 33rd meeting of the 4th board of directors, deliberated and approved the proposal on adjusting the matters related to the first grant of A-share restricted stock incentive plan in 2021 and the proposal on the first grant of A-share restricted stock to the incentive objects of A-share restricted stock incentive plan in 2021, It is agreed to grant 1.44 million restricted shares to 204 incentive objects for the first time on March 11, 2022, with the grant price of 95.00 yuan / share. The independent directors of the company have expressed their independent opinions on relevant matters.
(VIII) on March 11, 2022, the company held the 20th meeting of the 4th board of supervisors, deliberated and approved the proposal on adjusting the matters related to the first grant of A-share restricted stock incentive plan in 2021 and the proposal on the first grant of A-share restricted stock to the incentive objects of A-share restricted stock incentive plan in 2021. The board of supervisors of the company verified relevant matters and issued verification opinions.
In conclusion, our lawyers believe that as of the date of issuance of this legal opinion, the adjustment and first grant of the incentive plan have obtained the necessary approval and authorization at this stage, and comply with the relevant provisions of the company law, the securities law, the administrative measures, the listing rules and other laws, regulations and regulatory documents and the restricted stock incentive plan (Draft).
2、 Contents of this incentive plan adjustment
(I) in view of the resignation of one proposed incentive object from the company and the disqualification of one proposed incentive object, on March 11, 2022, the company held the 33rd meeting of the Fourth Board of directors, deliberated and adopted the proposal on adjusting the matters related to the first grant of A-share restricted stock incentive plan in 2021, Agree to adjust the number of incentive objects granted for the first time and the number to be granted in this incentive plan.
After this adjustment, the number of people granted for the first time in this incentive plan is adjusted from 206 to 204, the number of restricted shares granted for the first time is adjusted from 1.45 million shares to 1.44 million shares, and the number of reserved shares is adjusted from 350000 shares to 360000 shares. The total number of restricted shares granted in this incentive plan remains unchanged. The incentive objects after this adjustment belong to the first extraordinary general meeting of shareholders in 2022 and 20
