Notice of Beijing Zhonglun (Guangzhou) law firm on matters related to Guangzhou Wondfo Biotech Co.Ltd(300482) 2020 restricted stock incentive plan
Legal opinion
January 2022
23 / F, Fuli center, No. 10, Huaxia Road, Zhujiang New Town, Tianhe District, Guangzhou postcode: 510623
23/F, R&F Center, 10#Huaxia Road, TianHe District, Guangzhou 510623
Tel: (8620) 2826 1688 Fax: (8620) 2826 1666
Website: www.zhonglun.com com.
Beijing Zhonglun (Guangzhou) law firm
About Guangzhou Wondfo Biotech Co.Ltd(300482)
Matters related to the restricted stock incentive plan in 2020
Legal opinion
To: Guangzhou Wondfo Biotech Co.Ltd(300482)
Beijing Zhonglun (Guangzhou) law firm (hereinafter referred to as “the firm”) has accepted the entrustment of Guangzhou Wondfo Biotech Co.Ltd(300482) (hereinafter referred to as “the company”) to act as the special legal adviser of the company’s 2020 restricted stock incentive plan (hereinafter referred to as “the restricted stock incentive plan”) on matters related to the company’s adjustment of the 2020 restricted stock incentive plan Revise the performance evaluation objectives of the 2020 restricted stock incentive plan, grant some restricted shares reserved in the 2020 restricted stock incentive plan to the incentive object, and repurchase and cancel some restricted shares granted but not unlocked by the incentive object (hereinafter referred to as “relevant matters of the company’s 2020 fixed-term stock incentive 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”) issued by the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”), the guidelines for business handling of companies listed on the gem No. 5 – equity incentive issued by the Shenzhen Stock Exchange, and the relevant provisions of the company’s 2020 restricted stock incentive plan (Draft), This legal opinion is issued on matters related to the company’s 2020 restricted stock incentive plan.
The exchange hereby makes the following statement on the issuance of this legal opinion:
The exchange issues legal opinions in accordance with the facts that have occurred or exist before the date of issuance of this legal opinion and the provisions of relevant laws, regulations, normative documents and industry self-discipline rules in force in China. The exchange’s determination of the legality and effectiveness of certain matters is based on the applicable laws, regulations, normative documents and industry self-discipline rules when such matters occur, and also takes full account of the relevant approvals and confirmations given by the relevant competent authorities of the government.
In this legal opinion, the exchange only gives legal opinions on matters related to the company’s 2020 restricted stock incentive plan, and does not comment on professional matters such as accounting and auditing. The quotation of some data and conclusions in relevant accounting statements, audit reports and other documents not issued by the exchange in this legal opinion does not mean that the exchange makes any express or implied guarantee for the authenticity and accuracy of such data and conclusions, and the exchange is not qualified to check and evaluate the contents of such documents.
The company has guaranteed to the exchange that it has provided the true, accurate, complete and effective documents, materials or oral statements and explanations necessary for the issuance of this legal opinion, and there are no concealment, falsehood and major omissions in such documents, materials or oral statements and explanations.
Our lawyers have strictly performed their statutory duties, followed the principles of diligence and good faith, reviewed the legality and compliance of matters related to the company’s 2020 restricted stock incentive plan, consulted necessary materials and documents, including the approval documents, relevant records, materials and certificates provided by relevant government departments, and guaranteed that there are no false records in this legal opinion For misleading statements and major omissions, we are willing to bear corresponding legal liabilities for their authenticity, accuracy and completeness.
This legal opinion is only for the purpose of matters related to the company’s 2020 restricted stock incentive plan, and shall not be used for any other purpose. The exchange agrees to submit this legal opinion to Shenzhen stock exchange together with other application materials as a necessary legal document for matters related to the company’s 2020 restricted stock incentive plan, is willing to serve as a public disclosure document, and agrees to bear corresponding responsibilities for the legal opinion issued by the exchange according to law.
1、 Approval and authorization of the company’s 2020 restricted stock incentive plan
1. On January 14, 2022, the company held the 7th Meeting of the 4th board of directors, deliberated and adopted the proposal on adjusting the 2020 restricted stock incentive plan, the proposal on Revising the 2020 restricted stock incentive plan, the proposal on granting some restricted shares reserved in the 2020 incentive plan to incentive objects The proposal on repurchase and cancellation of some restricted shares was reviewed and approved as follows: (1) based on the company’s completion of equity distribution in 2020, the company decided to adjust the number and price of restricted stock incentive plan in 2020, Specifically, the company’s 2020 restricted stock incentive plan for the first time granted class II restricted shares from the original 2882000 shares to 3746600 shares, and the number of reserved class II restricted shares was adjusted from the original 418000 shares to 543400 shares. In the company’s 2020 restricted stock incentive plan, the granting price of restricted shares was adjusted from the original 35.58 yuan / share to 26.98 yuan / share. (2) The company’s decision to revise the performance assessment objectives of the restricted stock incentive plan in 2020 is a response measure taken by the company according to the current business environment and actual situation, and will not have a significant adverse impact on the company’s business performance. (3) The board of directors of the company considers that the conditions for granting some reserved Restricted Shares specified in the incentive plan have been met, and agrees to grant 543400 restricted shares (class II restricted shares) to 33 eligible incentive objects at the price of 26.98 yuan / share on January 14, 2022. (4) As one incentive object granted restricted shares in the company’s 2022 restricted stock incentive plan (Draft) is no longer eligible for incentive, the company plans to repurchase and cancel 104000 shares of restricted shares granted to the incentive object but not unlocked.
2. On January 14, 2022, the company held the 6th meeting of the 4th board of supervisors, deliberated and adopted the proposal on adjusting the 2020 restricted stock incentive plan, the proposal on Revising the 2020 restricted stock incentive plan, the proposal on granting some restricted shares reserved in the 2020 incentive plan to incentive objects The proposal on repurchase and cancellation of some restricted shares agrees that the company will adjust the 2020 restricted stock incentive plan, revise the performance evaluation objectives of the 2020 restricted stock incentive plan, grant incentive objects some restricted shares reserved in the 2020 restricted stock incentive plan, repurchase and cancel some restricted shares and other related matters.
3. The independent directors of the company expressed their explicit consent on the adjustment of the 2020 restricted stock incentive plan, the revision of the performance evaluation objectives of the 2020 restricted stock incentive plan, the granting of some restricted shares reserved in the 2020 restricted stock incentive plan to the incentive objects, and the repurchase and cancellation of some restricted shares.
Our lawyers believe that as of the date of issuance of this legal opinion, the company has adjusted the 2020 restricted stock incentive plan, revised the performance evaluation objectives of the 2020 restricted stock incentive plan The granting of restricted shares to the incentive objects in 2020, the reservation of some restricted shares and the repurchase and cancellation of some restricted shares have obtained the necessary approval and authorization at this stage. The revision of the performance evaluation objectives of the 2020 restricted stock incentive plan and the repurchase and cancellation of some restricted shares still need to be deliberated and approved by the general meeting of shareholders.
2、 Matters related to the adjustment of 2020 restricted stock incentive plan
On May 19, 2021, according to the 2020 equity distribution plan approved by the 2020 annual general meeting of shareholders, the company took the total share capital on the equity registration date when the 2020 annual profit distribution plan was implemented, excluding the total share capital of 341564752 shares repurchased by the company through centralized bidding transaction and not participating in profit distribution according to law, Distribute a cash dividend of 5 yuan (including tax) for every 10 shares to all shareholders, and increase 3 shares for every 10 shares to all shareholders with capital reserve. No bonus shares will be given for this profit distribution, and the remaining undistributed profits will be carried forward to the next year.
According to the relevant provisions of “Chapter VII adjustment methods and procedures of restricted stock incentive plan” of the company’s 2020 restricted stock incentive plan (Revised Draft) and the authorization of the first extraordinary general meeting of shareholders in 2021, the board of directors of the company adjusted the granted quantity and price of class II restricted shares in the 2020 restricted stock incentive plan, The specific adjustment is as follows: the company’s 2020 restricted stock incentive plan first granted class II restricted shares from the original 2882000 shares to 3746600 shares, and the number of reserved class II restricted shares was adjusted from the original 418000 shares to 543400 shares. The initial and reserved grant price of class II restricted shares in the company’s 2020 restricted stock incentive plan was adjusted from the original 35.58 yuan / share to 26.98 yuan / share.
3、 Matters related to the revision of the performance appraisal objectives of the 2020 restricted stock incentive plan
According to the resolutions of the 7th Meeting of the 4th board of directors and the 6th meeting of the 4th board of supervisors, as well as the notes issued by the company, and in accordance with the relevant provisions of the self regulatory guidelines for companies listed on the gem of Shenzhen Stock Exchange No. 1 – business handling, the company plans to revise the relevant matters of the 2020 restricted stock incentive plan (Revised Draft), The details are as follows:
1. Conditions for granting and lifting restrictions on the sale of class I restricted shares
(1) Content before revision
The assessment year of the incentive plan is three fiscal years from 2021 to 2023, and each fiscal year is assessed
Once, the annual performance assessment objectives are shown in the table below:
Performance assessment objectives during the lifting of sales restrictions
Based on the net profit attributable to shareholders of Listed Companies in 2020, the growth rate of net profit in the first period of lifting the restrictions on sales of shares attributable to listed companies in 2021 shall not be less than 25%, unlocking 100%; The growth rate shall not be less than 20% and the unlocking rate shall not be less than 85%; The growth rate shall not be less than 15% and 70%; The growth rate shall not be less than 10% and unlock 50%;
Based on the net profit attributable to the shareholders of the listed company without deducting the equity payment expenses in 2021, the net profit growth rate attributable to the shareholders of the listed company without deducting the equity payment expenses in the second sales restriction lifting period in 2022 shall not be less than 20% and 100%; The growth rate shall not be less than 15% and the unlocking rate shall not be less than 85%; The growth rate shall not be less than 10% and 70%;
Based on the net profit attributable to the shareholders of the listed company without deducting the equity payment expenses in 2022, the net profit growth rate attributable to the shareholders of the listed company without deducting the equity payment expenses in the third sales restriction lifting period in 2023 shall not be less than 20% and 100%; The growth rate shall not be less than 15% and the unlocking rate shall not be less than 85%; The growth rate shall not be less than 10% and unlock 70%.
Note: the above net profit indicators are based on the audited net profit attributable to the shareholders of the listed company, the same below.
(2) Revised content
The assessment year of the incentive plan is three fiscal years from 2021 to 2023, and each fiscal year is assessed
Once, the annual performance assessment objectives are shown in the table below:
Performance assessment objectives during the lifting of sales restrictions
Based on the net profit attributable to the shareholders of the listed company in 2020, the first sales restriction period attributable to the shareholders of the listed company in 2021
The net profit growth rate of shall not be less than 25%;
Based on the net profit attributable to shareholders of the listed company without deduction of equity payment expenses in 2021, the net profit growth rate attributable to shareholders of the listed company without deduction of equity payment expenses in the second sales restriction lifting period in 2022 shall not be less than 20% and 100%; The growth rate shall not be less than 15% and the unlocking rate shall not be less than 85%; The growth rate shall not be less than 10% and 70%;
Based on the net profit attributable to the shareholders of the listed company without deducting the equity payment expenses in 2022, the net profit attributable to the shareholders of the listed company without deducting the equity payment expenses in the third sales restriction lifting period in 2023
