Beijing Deheng (Shenzhen) law firm on Guangdong Vtr Bio-Tech Co.Ltd(300381)
Restricted stock incentive plan for 2021
Voiding part of the restricted shares that have been granted but not yet vested
Legal opinion
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Beijing Deheng (Shenzhen) law firm
About Guangdong Vtr Bio-Tech Co.Ltd(300381)
Restricted stock incentive plan for 2021
Voiding part of the restricted shares that have been granted but not yet vested
Legal opinion
Deheng 06f2021008900005
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 cancellation of the restricted shares that have been granted but not yet vested in the company's implementation of this restricted stock incentive plan (hereinafter referred to as "this cancellation").
In order to issue this legal opinion, our lawyers have reviewed the incentive plan of Guangdong Vtr Bio-Tech Co.Ltd(300381) 2021 restricted stock incentive plan (hereinafter referred to as the "incentive plan"), the measures for the administration of the implementation of Guangdong Vtr Bio-Tech Co.Ltd(300381) 2021 restricted stock incentive plan (hereinafter referred to as the "assessment management measures") and other documents and materials related to the incentive plan of the company, 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, conducted sufficient verification and verification, and independently, objectively and impartially issued this legal opinion, 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 and normative documents such as the company law, the securities law, the measures for the administration of equity incentive, the listing rules and the Guangdong Vtr Bio-Tech Co.Ltd(300381) articles of Association (hereinafter referred to as the "articles of association"), the lawyers of the firm have fully 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, The legal opinions are as follows:
1、 Approval and authorization of this cancellation
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 statement of the board of supervisors of Guangdong Vtr Bio-Tech Co.Ltd(300381) on the verification opinions and publicity of 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, deliberated and approved the proposals related to this incentive plan, such as the proposal on the company's restricted stock incentive plan in 2021 (Draft) and its summary, the proposal on the measures for the implementation and assessment of the company's restricted stock incentive plan in 2021, and 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 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, 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, the proposal on granting restricted shares for the first time in 2021 to incentive objects, and the proposal on verifying the list of incentive objects granted for the first time in the 2021 restricted stock incentive plan (grant date), 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 April 22, 2022, the company held the 17th meeting of the seventh board of directors, deliberated and adopted the proposal on Canceling Part of the granted but not yet vested class II restricted shares. At the same time, the independent directors of the company expressed independent opinions.
8. On April 22, 2022, the company held the 11th meeting of the 7th board of supervisors, deliberated and adopted the proposal on canceling the part of class II restricted shares that have been granted but not yet vested.
In conclusion, our lawyers believe that as of the date of issuance of this legal opinion, the company has obtained necessary approval and authorization for this cancellation, which is in line with the relevant provisions of the measures for the administration of equity incentive and the incentive plan.
2、 Details of this cancellation
(I) reasons for cancellation
1. In view of the fact that 10 of the incentive objects granted by the company's restricted stock incentive plan for the first time in 2021 have resigned for personal reasons, according to the provisions of the incentive plan, the 10 resigned employees are no longer qualified as incentive objects, and the restricted shares granted but not yet vested shall not be vested and shall be invalidated by the company.
2. According to the provisions of the company's incentive plan and assessment management measures, if the company fails to meet the performance assessment objectives, the restricted shares of all incentive objects corresponding to the assessment plan in the current year shall not be attributed or deferred to the next period, and shall be invalid. As the company failed to meet the performance assessment objectives specified in the first vesting period of the first part of the incentive plan in 2021, the board of directors of the company decided to cancel the 1857000 restricted shares that cannot be vested in the first vesting period of the first part of the incentive plan.
(II) quantity cancelled this time
1. Among the incentive objects first granted by the company's restricted stock incentive plan in 2021, 10 incentive objects have resigned for personal reasons, and the 10 resigned employees are no longer qualified as incentive objects. The restricted shares granted but not yet vested shall not be vested and shall be invalidated by the company. The number of incentive objects granted for the first time was adjusted from 86 to 76, the number of restricted shares granted for the first time was adjusted from 6.92 million to 6.19 million, and 730000 shares were cancelled.
2. According to the audit report of Guangdong Vtr Bio-Tech Co.Ltd(300381) 2021 (ztsz (2022) No. 442a012521), the audited net profit after deducting non recurring profits and losses attributable to the shareholders of the company in 2021 did not meet the performance assessment target of the first vesting period of the first vesting part specified in the incentive plan and the assessment management measures, so the board of directors of the company decided to cancel 1857000 shares of restricted shares that cannot be vested.
To sum up, the total number of restricted shares invalidated this time is 2.587 million. Our lawyers believe that as of the date of issuance of this legal opinion, the reason and quantity of this cancellation comply with the relevant provisions of the measures for the administration of equity incentive and the incentive plan.
3、 Concluding observations
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 this cancellation, and the reason and quantity of this cancellation comply with the relevant provisions of the measures for the administration of equity incentive and the incentive plan.
The original of this legal opinion is made in triplicate, which takes effect after being sealed by the office and signed by the person in charge of the unit and the handling lawyer.
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(there is no text on this page, which is the signature page of Beijing Deheng (Shenzhen) law firm's legal opinion on the cancellation of Guangdong Vtr Bio-Tech Co.Ltd(300381) 2021 restricted stock incentive plan and the granting of non vested restricted shares)
Principal of Beijing Deheng (Shenzhen) law firm:
Liu Zhenguo
Handling lawyer:
Puhong
Handling lawyer:
He Xuehua
specific date
