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The fourth unlocking period for the first grant of the restricted stock incentive plan in 2017 and the third unlocking period for the reserved grant have not met the unlocking conditions and the repurchase and cancellation of some restricted shares
Legal opinion
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T&C Law Firm
About the fourth unlocking period of the first grant of Heren Health Co.Ltd(300550) 2017 restricted stock incentive plan and the third unlocking period of reserved grant
Failure of unlocking conditions and repurchase and cancellation of some restricted shares
Legal opinion
No.: tcyjs2022h0721
To: Heren Health Co.Ltd(300550)
Zhejiang Tiance law firm (hereinafter referred to as “the firm”) is entrusted by Heren Health Co.Ltd(300550) (hereinafter referred to as “the company” or ” Heren Health Co.Ltd(300550) “) to appoint lawyer Yu Yongxiang and lawyer Tao Yulin (hereinafter referred to as “the firm’s lawyer” or “the handling lawyer”) 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 other relevant laws, regulations and normative documents, as well as the relevant provisions of the Heren Health Co.Ltd(300550) articles of Association (hereinafter referred to as the “articles of association”), This legal opinion is issued on the matters related to the repurchase and cancellation of some restricted shares due to the failure of unlocking conditions for the restricted shares in the fourth unlocking period first granted and the third unlocking period reserved for grant by the company according to the 2017 restricted equity incentive plan (hereinafter referred to as the “incentive plan”).
Matters declared by our lawyer:
1. In accordance with the provisions of the securities law, the measures for the administration of law firms engaging in securities legal business and other provisions 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 ensured that the facts identified in this legal opinion are true, accurate and complete, and the concluding opinions issued are legal Accurate, free from false records, misleading statements or major omissions, and bear corresponding legal liabilities.
2. The company has assured the exchange that the documents provided and the statements and explanations made are true, accurate, complete and effective, and all facts and documents sufficient to affect this legal opinion have been disclosed to the exchange without any concealment or omission.
3. This legal opinion only expresses opinions on the legality and compliance of the repurchase and cancellation of some restricted shares due to the failure of the unlocking conditions of the restricted shares in the fourth unlocking period granted for the first time and the third unlocking period reserved for grant in the company’s restricted stock incentive plan in 2017, and does not give opinions on the rationality of stock value, assessment standards and other issues involved in the company’s incentive plan, as well as accounting, finance Express opinions on non legal professional matters such as audit. The quotation of relevant financial data or conclusions in this legal opinion shall not be regarded as any express or implied guarantee for the authenticity and accuracy of these data and conclusions. This legal opinion is only used by the company for the purpose of repurchasing and canceling part of the restricted shares without the fulfillment of the unlocking conditions of the restricted shares in the fourth unlocking period first granted by the company’s 2017 restricted stock incentive plan and the third unlocking period reserved for grant. It shall not be used for any other purpose without the prior written permission of the exchange.
4. The exchange agrees to declare or publicly disclose this legal opinion together with other application materials, and bear corresponding legal liabilities for the legal opinion issued in accordance with the law.
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1、 The company’s procedures for repurchase and cancellation of some restricted shares in the fourth unlocking period granted for the first time and the third unlocking period reserved for grant in the 2017 restricted stock incentive plan
According to the verification of the lawyers of the exchange, the company has performed the following procedures for the cancellation of some restricted shares in this repurchase in accordance with the provisions of the incentive plan:
(1) On January 4, 2018, the second extraordinary general meeting of the company in 2017 deliberated and approved the proposal on Heren Health Co.Ltd(300550) 2017 restricted stock incentive plan (Draft) and its summary, the proposal on the measures for the assessment and management of the implementation of Heren Health Co.Ltd(300550) 2017 restricted stock incentive plan, and the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s equity incentive plan, The general meeting of shareholders of the company authorizes the board of directors of the company to handle matters related to the equity incentive plan.
(2) On January 31, 2018, the sixth meeting of the second board of directors and the board of supervisors deliberated and approved the proposal on granting restricted shares to incentive objects granted for the first time, and determined that the first grant date of the company’s 2017 restricted stock incentive plan was January 31, 2018. According to the authorization of the general meeting of shareholders, the total amount of restricted shares granted to incentive objects by the company is 3.92 million shares, of which 3.22 million shares are granted for the first time and 700000 shares are reserved for grant. The listing date of the granted shares is March 21, 2018, and the grant price is RMB 16.53 per share.
(3) The 2017 annual general meeting of shareholders of the company reviewed and approved the equity distribution plan of the company in 2017 as follows: Based on the company’s existing total share capital of 83220000 shares, cash of 0.6 yuan (including tax) will be distributed to all shareholders for every 10 shares. This equity distribution has been completed on June 12, 2018.
(4) The company held the 14th meeting of the second board of directors on January 3, 2019, deliberated and approved the proposal on granting 2017 reserved restricted shares to incentive objects, and determined January 3, 2019 as the grant date of 2017 reserved restricted shares.
(5) The 2018 annual general meeting of shareholders of the company deliberated and approved the profit distribution plan for 2018, and the total share capital of the company was increased to 117306000 shares. On November 26, 2019, the company held the 23rd Meeting of the second board of directors, deliberated and approved the proposal on adjusting the repurchase price and repurchase quantity of restricted shares. Since the 2018 equity distribution and capital reserve conversion to share capital plan of the company were completed on June 17, 2019, according to the relevant provisions of the company’s incentive plan, The repurchase price of restricted shares that have not been unlocked and the number of repurchase cancellations shall be adjusted accordingly.
(6) The company held the 19th meeting of the second board of directors on May 17, 2019, deliberated and approved the proposal on the unlocking conditions of the first unlocking period of the company’s 2017 restricted stock incentive plan. The unlocking conditions of the first unlocking period of the company’s 2017 restricted stock incentive plan have been met, According to the relevant provisions of the 2017 restricted stock incentive plan (hereinafter referred to as the “incentive plan”), the company will handle the unlocking of 25% of the total amount of restricted shares involved in the first unlocking period of the first grant in accordance with the provisions. The unlocking has been completed on May 30, 2019.
(7) The 2019 annual general meeting of shareholders of the company deliberated and approved the profit distribution plan for 2019. Based on the total share capital with the right of profit distribution and conversion of reserve fund into share capital on the equity registration date when the 2019 annual equity distribution plan was implemented, the company distributed cash dividends of RMB 0.55 (including tax) to all shareholders for every 10 shares, increased 4 shares for every 10 shares with capital reserve, and did not send bonus shares. The equity distribution plan has been implemented on June 17, 2020, and the total share capital of the company has been increased to 164066700 shares.
(8) The company held the 23rd Meeting of the second board of directors on November 26, 2019, deliberated and approved the proposal on adjusting the repurchase and cancellation price and the number of repurchase and cancellation of restricted shares and the proposal on repurchase and cancellation of some restricted shares. Since the company’s 2018 annual equity distribution and capital reserve conversion to share capital plan were completed on June 17, 2019, the repurchase price and the number of repurchase and cancellation of restricted shares should be adjusted accordingly according to the relevant provisions of the company’s 2017 restricted stock incentive plan, and the restricted shares that have not been lifted by Gao Hufeng and others who do not meet the incentive qualification should be repurchased and cancelled. The above two matters shall be submitted to the general meeting of shareholders of the company for deliberation
Pass. The company completed the repurchase and cancellation of this part of restricted shares on March 11, 2020, and the total share capital was reduced from 117306000 shares to 117190500 shares.
(9) At the fifth meeting of the third board of directors held on May 18, 2020, the company considered and approved the proposal on the unlocking conditions of the second unlocking period for the first grant of the company’s restricted stock incentive plan in 2017 and the first unlocking period reserved for grant, The unlocking conditions of the second unlocking period of restricted shares granted for the first time and the first unlocking period of restricted shares reserved for grant in the company’s 2017 restricted stock incentive plan have been met. According to the relevant provisions of the 2017 restricted stock incentive plan, the company will handle the unlocking related matters of the unlocked shares granted for the first time and reserved for grant in accordance with the provisions.
(10) The company held the 7th Meeting of the 3rd board of directors and the 7th Meeting of the 3rd board of supervisors on July 10, 2020. As the 2019 annual equity distribution and capital reserve conversion to share capital plan of the company were implemented on June 17, 2020, the proposal on adjusting the repurchase price of restricted shares was deliberated and approved respectively according to the relevant provisions of the company’s incentive plan to adjust the repurchase price of restricted shares accordingly.
(11) On November 30, 2020, the company held the 11th meeting of the third board of directors, deliberated and approved the proposal on repurchase and cancellation of some restricted shares, and repurchased and cancelled 29400 restricted shares granted but not unlocked by Li Feng. The proposal was deliberated and approved by the fourth extraordinary general meeting of shareholders in 2020. The company held the 12th meeting of the third board of directors on December 20, 2020, deliberated and adopted the proposal on repurchase and cancellation of some restricted shares. Due to the resignation of the original incentive objects Ma Xiongwei and Xu Jiangmin, the Company repurchased and cancelled 617400 restricted shares granted but not unlocked by the original incentive objects Ma Xiongwei and Xu Jiangmin. The proposal was deliberated and approved by the company’s first extraordinary general meeting in 2021. The company completed the cancellation of restricted shares of Li Feng, Xu Jiangmin and Ma Xiongwei on April 13, 2021, and the total share capital of the company was reduced from 1899258 shares to 189282458 shares.
(12) With the approval of the company’s 2021 annual general meeting of shareholders, the profit distribution plan for 2020 is to distribute cash dividends of RMB 0.35 (including tax) to all shareholders for every 10 shares, increase 4 shares for every 10 shares with capital reserve and no bonus shares based on the total share capital with the right to profit distribution and conversion of reserve fund to share capital on the date of equity registration when the 2020 annual equity distribution plan is implemented. The equity distribution plan has been implemented on June 16, 2021, and the total share capital of the company has been increased to 264995441 shares.
(13) On December 30, 2021, the company held the 17th meeting of the 3rd board of directors and the 17th meeting of the 3rd board of supervisors, which respectively deliberated and approved the proposal on adjusting the repurchase price of restricted shares and the proposal on repurchase and cancellation of some restricted shares. According to the relevant provisions of the company’s 2017 restricted stock incentive plan, the repurchase price of unlocked restricted shares was adjusted accordingly, The repurchase price of the first granted shares is adjusted to 6024052 yuan / share, and the repurchase price of the reserved shares is adjusted to 8811953 yuan / share; The original incentive object Zhou Hejun and other three persons have terminated the labor contract relationship with the company, and the company will repurchase and cancel the restricted shares held by the three persons that have not been lifted. The independent directors issued opinions on agreeing to adjust the repurchase price and repurchase and cancel some restricted shares. (14) On May 18, 2022, the company held the 19th meeting of the third board of directors and the 19th meeting of the third board of supervisors, which respectively deliberated and approved the proposal on the failure of unlocking conditions and repurchase and cancellation of some restricted shares in the fourth unlocking period of the first grant and the third unlocking period of the reserved grant of the restricted stock incentive plan in 2017, In view of the failure to achieve the unlocking conditions of restricted shares in the fourth unlocking period granted for the first time and the third unlocking period reserved for grant in the incentive plan, according to the relevant provisions of the company’s 2017 restricted stock incentive plan, it is decided that the restricted shares in the fourth unlocking period granted for the first time and the third unlocking period reserved for grant will be repurchased and cancelled by the company due to the failure to achieve the unlocking conditions.
Our lawyers believe that the company has obtained the necessary approval and authorization at this stage for the repurchase and cancellation of some restricted shares due to the failure of unlocking conditions for the restricted shares in the fourth unlocking period granted for the first time and the third unlocking period reserved for grant in the incentive plan.
2、 Verification and verification of the unfulfilled unlocking conditions in the unlocking period set in the incentive plan
