Guohao law firm (Shenzhen)
about
Hybio Pharmaceutical Co.Ltd(300199)
Restricted stock incentive plan for 2002 (Draft)
of
Legal opinion
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Floors 24, 31, 41 and 42, special zone newspaper building, 6008 Shennan Avenue, Shenzhen 518034
24、31、41、42F, SpecialZone Press Tower, 6008 Shennan Avenue, Shenzhen, Guangdong Province 518034, China
Tel: + 86 75583515666 Fax: + 86 75583515333
Website: http://www.grandall.com.cn.
March, 2002
Guohao law firm (Shenzhen)
About Hybio Pharmaceutical Co.Ltd(300199)
Of the 2002 restricted stock incentive plan (Draft)
Legal opinion
GLG / SZ / a2865 / FY / 2022132 to: Hybio Pharmaceutical Co.Ltd(300199)
Guohao law firm (Shenzhen) (hereinafter referred to as the firm) is entrusted by Hybio Pharmaceutical Co.Ltd(300199) (hereinafter referred to as the company or Hybio Pharmaceutical Co.Ltd(300199) ) to act as the special legal adviser of the company’s restricted stock incentive plan in 2002 (hereinafter referred to as the incentive plan or the incentive plan or the plan). 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 incentives of listed companies (hereinafter referred to as the administrative measures) and the rules for the listing of shares on the growth enterprise market of Shenzhen Stock Exchange (revised in December 2020) issued by the China Securities Regulatory Commission (hereinafter referred to as the CSRC) (hereinafter referred to as the “Listing Rules”), self regulatory guidelines for companies listed on the growth enterprise market of Shenzhen Stock Exchange No. 1 – business handling (hereinafter referred to as the “regulatory guidelines”) and other laws, regulations and normative documents, as well as the relevant provisions of Hybio Pharmaceutical Co.Ltd(300199) articles of Association (hereinafter referred to as the “articles of association”), Hybio Pharmaceutical Co.Ltd(300199) 2022 restricted stock incentive plan (Draft) (hereinafter referred to as the “incentive plan”), The legal opinions issued by the company on the implementation of the incentive plan.
In accordance with the provisions of the securities law, the measures for the administration of law firms engaging 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, 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 to ensure that the facts identified in this legal opinion are true It is accurate and complete, and the concluding opinions issued are legal and accurate, without false records, misleading statements or major omissions, and shall bear corresponding legal liabilities.
In order to issue this legal opinion, our lawyers consulted the documents required to be consulted as stipulated in 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), as well as the documents that we considered necessary to be consulted (including relevant records, materials and certificates), and conducted necessary verification and verification on the relevant facts and legal matters involved in this incentive plan.
On the basis that the company guarantees to the exchange that it has provided the original written materials, copy materials and photocopy materials required by the exchange to issue this legal opinion, that the documents and materials provided to the exchange are true, accurate, complete and effective, without concealed records, false statements and major omissions, and that the documents and materials are copies or photocopys, which are consistent and consistent with the original, The exchange agrees to take this legal opinion as the announcement material of the company’s incentive plan and announce it together with other documents to be announced.
This legal opinion is only issued on the relevant legal matters involved in the company’s incentive plan. In addition, without the written consent of the exchange, this legal opinion shall not be used for any other purpose for any other person.
In accordance with the business standards, ethics and the spirit of diligence recognized by the Chinese lawyer industry, and on the basis of full verification and verification of the relevant documents and facts provided by the company, the handling lawyers of the firm issued the following legal opinions on the incentive plan:
1、 Conditions for the company to implement the equity incentive
(I) subject qualification of the company
1. Hybio Pharmaceutical Co.Ltd(300199) is a joint stock limited company established by Shenzhen Hybio Pharmaceutical Co.Ltd(300199) Co., Ltd. on October 26, 2009.
2. The company’s shares were listed on the growth enterprise market of Shenzhen Stock Exchange on April 7, 2011 with the approval of Shenzhen Stock Exchange, the reply on approving Hybio Pharmaceutical Co.Ltd(300199) initial public offering and listing on the growth enterprise market (zjxk [2011] No. 397) of China Securities Regulatory Commission, and the notice on listing of Hybio Pharmaceutical Co.Ltd(300199) RMB common shares (SZS [2011] No. 105) of Shenzhen Stock Exchange, Stock abbreviation ” Hybio Pharmaceutical Co.Ltd(300199) “, stock code Hybio Pharmaceutical Co.Ltd(300199) .
3. After verification by our lawyers, the company now holds the business license with the unified social credit code of 91440 Jl Mag Rare-Earth Co.Ltd(300748) 855818e issued by Shenzhen market supervision and administration on March 1, 2021. According to the business license and the search and verification of our lawyers, as of the date of issuance of this legal opinion, the basic information of the company is as follows:
Name Hybio Pharmaceutical Co.Ltd(300199)
Unified social credit code 91440 Jl Mag Rare-Earth Co.Ltd(300748) 855818e
Legal representative Zeng shaogui
Registered capital: 91692704 million yuan
Company type listed company limited by shares
Address: hanyuchuang Shenzhen New Industries Biomedical Engineering Co.Ltd(300832) building, No. 7, Guansheng Fourth Road, Guanlan high tech park, Longhua District, Shenzhen
Office address of Hanyu biomedical park, high tech Industrial Park, Nanshan District, Shenzhen, Guangdong Province
General business items are: import and export business (except for the items prohibited by laws, administrative regulations and decisions of the State Council, and the restricted items can be operated only after obtaining permission); Non residential real estate leasing; Medical research and experimental development; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion. (excluding business scope)
In addition to the items that must be approved according to law, the business activities shall be carried out independently according to the business license). The licensed business items are: production and business of tablets, hard capsules, granules, small volume injections, freeze-dried powder injections and APIs (produced according to the types approved in the drug production license).
Date of establishment: April 2, 2003
Business term: April 2, 2003 to no fixed term
Existence of registration status (in operation, opening, registered)
According to the verification of our lawyers, as of the date of issuance of this legal opinion, the company has not been terminated in accordance with laws, regulations, normative documents and the articles of association.
(II) the company does not have the situation that equity incentive shall not be implemented as stipulated in Article 7 of the management measures
According to the audit report (Da Hua Shen Zi [2021] No. 006764) issued by Dahua Certified Public Accountants (special general partnership) on April 27, 2021, the implementation announcement, explanation and commitment of the company’s profit distribution plan after listing, and after retrieval and verification by our lawyers, as of the date of issuance of this legal opinion, the company has no following circumstances that prohibit the implementation of stock incentive plan as stipulated in Article 7 of the administrative measures:
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 latest 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 the last 36 months after listing;
4. Circumstances where equity incentive is prohibited by laws and regulations;
5. Other circumstances recognized by the CSRC.
In conclusion, our lawyers believe that as of the date of issuance of this legal opinion, Hybio Pharmaceutical Co.Ltd(300199) is a joint stock limited company established and effectively existing according to law, and there is no situation that equity incentive plan shall not be implemented as stipulated in Article 7 of the administrative measures, which meets the conditions for the implementation of this incentive plan.
2、 Main contents of this incentive plan
According to the incentive plan, the main contents of this incentive plan are as follows:
(I) purpose of the incentive plan
In order to further establish and improve the company’s long-term incentive mechanism, attract and retain excellent talents, fully mobilize the enthusiasm of the company’s core team, effectively combine the interests of shareholders, the interests of the company and the personal interests of the core team, and make all parties pay common attention to the long-term development of the company, on the premise of fully protecting the interests of shareholders, in accordance with the principle of reciprocity of incentive and restraint, This incentive plan is formulated in accordance with the company law, securities law, administrative measures, regulatory guidelines and other relevant laws, regulations, normative documents and the articles of association. The lawyers of the firm believe that the incentive plan of the company defines the implementation purpose of equity incentive, which is in line with the provisions of item (I) of Article 9 of the management measures.
(II) determination basis and scope of incentive objects
1. Determination basis of incentive object
(1) Legal basis for determining incentive objects
According to the incentive plan, the incentive object of this incentive plan is determined in accordance with the company law, securities law, administrative measures and other relevant laws, regulations, normative documents and the relevant provisions of the articles of association, and in combination with the actual situation of the company.
(2) Job basis for determining incentive objects
The incentive objects of this incentive plan are directors, senior managers of the company (including branches and holding subsidiaries, the same below) and other personnel deemed necessary by the board of directors (excluding independent directors and supervisors). For those who meet the scope of incentive objects of the incentive plan, the salary and assessment committee of the board of directors shall draw up a list, which shall be verified and determined by the board of supervisors of the company.
2. Scope of incentive objects
(1) The total number of incentive objects granted for the first time in this incentive plan is 205, including:
1) Directors of the company;
2) Senior management of the company;
3) Other personnel deemed necessary by the board of directors.
The above incentive objects include one foreign employee, Ms. Pinxiang Yu, who used to be the laboratory director of novocol pharmaceutical and apotexpharmachem Inc. in Canada and the pharmaceutical administration / audit expert of the quality management department. During this period, Ms. Pinxiang Yu obtained the certified auditor (CQA) and Engineer (CQE) of the American quality Association. Ms. Pinxiang Yu served as vice president of the company and general manager of Pingshan Branch from July 2010 to may 2019. She is currently the executive president and director of the company. She is the core management of the company and has made significant contributions to the strategic layout, business development and standardized management of the company, which is in line with the scope of incentive objects of the incentive plan.
Among the incentive objects of this incentive plan, directors must be elected by the general meeting of shareholders of the company, and senior managers must be appointed by the board of directors of the company. All incentive objects must have employment or labor relations with the company and sign labor contracts or employment contracts when the company grants rights and interests and within the assessment period of this incentive plan.
The incentive object of the reserved grant part shall be determined within 12 months after the incentive plan is considered and approved by the general meeting of shareholders. After the proposal of the board of directors, the explicit opinions of the independent directors and the board of supervisors, the professional opinions of lawyers and the legal opinions are issued, the company shall timely and accurately disclose the relevant information of the incentive object on the information disclosure media designated by the CSRC in accordance with relevant regulations. If the incentive object is not specified for more than 12 months, the reserved rights and interests shall become invalid. The criteria for determining the reserved incentive object shall be determined with reference to the criteria for the first award.
(2) Incentive objects of this incentive plan
