Beijing JUNHE (Shenzhen) law firm
about
Shenzhen Yhlo Biotech Co.Ltd(688575) 2022 restricted stock incentive plan (Draft)
of
Legal opinion
January 2002
interpretation
In this legal opinion, unless the context otherwise requires, the following words, abbreviations or professional terms have the following meanings:
The following meanings:
Abbreviation means the full name or meaning
This incentive plan refers to the Shenzhen Yhlo Biotech Co.Ltd(688575) 2022 restricted stock incentive plan
Company / listed company / Shenzhen Yhlo Biotech Co.Ltd(688575) refers to Shenzhen Yhlo Biotech Co.Ltd(688575)
Incentive plan (Draft) refers to the Shenzhen Yhlo Biotech Co.Ltd(688575) 2022 restricted stock incentive plan (Draft)
This legal opinion refers to the legal opinion of Beijing JUNHE (Shenzhen) law firm on the 2022 restricted stock incentive plan (Draft) of Shenzhen Shenzhen Yhlo Biotech Co.Ltd(688575) Biotechnology Co., Ltd
CSRC refers to the China Securities Regulatory Commission
Shanghai stock exchange refers to Shanghai Stock Exchange
Articles of association means the Shenzhen Yhlo Biotech Co.Ltd(688575) articles of association
Company law means the company law of the people’s Republic of China
Securities Law means the securities law of the people’s Republic of China
The Administrative Measures refer to the administrative measures for equity incentive of listed companies
The Listing Rules refer to the Listing Rules of Shanghai Stock Exchange on the science and innovation board
The regulatory guide refers to the self regulatory guide for companies listed on the science and Innovation Board No. 4 – disclosure of equity incentive information
Enterprise publicity system refers to the national enterprise credit information publicity system（ http://www.gsxt.gov.cn./ ）
Beijing JUNHE (Shenzhen) law firm
Beijing JUNHE (Shenzhen) law firm
About Shenzhen Yhlo Biotech Co.Ltd(688575)
Of restricted stock incentive plan (Draft) in 2022
Legal opinion
To: Shenzhen Yhlo Biotech Co.Ltd(688575)
Beijing JUNHE (Shenzhen) law firm has accepted the entrustment of Shenzhen Yhlo Biotech Co.Ltd(688575) as the special legal adviser of the company’s restricted stock incentive plan in 2022, In accordance with the relevant provisions of the current laws, regulations and normative documents of China (for the purpose of this legal opinion, “China” does not include Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan region), such as the company law, the securities law, the administrative measures, the Listing Rules and the regulatory guide, on the relevant matters involved in the company’s incentive plan, Issue this legal opinion.
In order to issue this legal opinion, we have reviewed the relevant documents and their copies provided by the company, checked the originals of the relevant documents, and obtained the following guarantee from the company: the company has provided the original written materials, copies, copies or oral testimony necessary for issuing this legal opinion, without any omission or concealment; The copy materials or copies provided by them are completely consistent with the original materials or originals. The validity of the original of each document has not been revoked by relevant government departments within its validity period, and they are held by their respective legal holders on the date of issuance of this legal opinion; The documents provided and the signatures and seals on the documents are true; The documents and facts provided by it are true, accurate and complete; All parties who have signed or will sign documents are legally existing and have obtained appropriate authorization to sign such documents; For the fact that it is very important to issue this legal opinion and cannot be supported by independent evidence, the exchange relies on the supporting documents issued by relevant government departments or other relevant institutions, and the instructions or confirmation issued by the company or other parties. We only express legal opinions in accordance with the relevant provisions of China’s current effective laws, regulations and normative documents, and do not express legal opinions in accordance with any laws outside China. The exchange only expresses opinions on important legal issues related to the incentive plan that have occurred or exist before the issuance date of this legal opinion, and does not express opinions on the rationality of the underlying stock value, assessment standards and other issues involved in the incentive plan, as well as non legal professional matters such as accounting, finance, audit and investment decision-making. The reference of our lawyers in this legal opinion to the contents of professional documents such as accounting and audit (including but not limited to audit reports, etc.) does not mean that our lawyers make any express or implied guarantee for the authenticity and accuracy of these professional documents and the referenced contents, Our lawyers also do not have the professional qualification to check and judge these professional documents and the contents quoted.
In accordance with the provisions of the securities law, 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 and followed the principles of diligence and good faith, It has conducted sufficient verification and verification to 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 shall bear corresponding legal liabilities.
This legal opinion is only used by the company for the purpose of this incentive plan and shall not be used for any other purpose. The exchange agrees that the company will take this legal opinion as one of the necessary documents for the implementation of this incentive plan, submit it to the Shanghai stock exchange together with other materials and make an announcement, and bear the responsibility for this legal opinion. The exchange agrees that the company shall quote the relevant contents of this legal opinion in the relevant documents prepared for this incentive plan according to law, but the quotation shall not be carried out in any way that may lead to deviation in the understanding of the opinions of the exchange.
(I) basic information of the company
According to the reply on Approving the registration of Shenzhen Yhlo Biotech Co.Ltd(688575) initial public offering (zjxk [2021] No. 755) and other relevant announcement documents issued by China Securities Regulatory Commission on March 9, 2021, Shenzhen Yhlo Biotech Co.Ltd(688575) is a listed company on the science and Innovation Board of Shanghai Stock Exchange.
According to the current valid business license and articles of association provided by the company, and after the lawyers of the firm inquire the enterprise publicity system), the basic information of Shenzhen Yhlo Biotech Co.Ltd(688575) as of the date of issuance of this legal opinion is as follows:
Name Shenzhen Yhlo Biotech Co.Ltd(688575)
Unified social credit code 91440300680376756u
Enterprise type: joint stock limited company (listed, natural person investment or holding)
Legal representative: Song Yongbo
Registered capital: 405 million yuan
Address: Building 1, biotechnology plant area Shenzhen Yhlo Biotech Co.Ltd(688575) Baolong Second Road, Baolong street, Longgang District, Shenzhen
The general business items are: scientific research; Technology development, consultation and service; China Trade (excluding exclusive, exclusive and controlled commodities); Operate import and export business; Own property lease; Business services.
(for the items that must be approved according to law, the business scope activities can be carried out only after being approved by relevant departments). The licensed business items are: R & D, production, sales and after-sales service of medical devices, application software, electronic instruments and equipment, veterinary reagents and related consumables; R & D, production, sales and after-sales service of polymer materials, biomaterials, bioactive materials, biological products, biotechnology products and reagent intermediates; Ordinary freight and refrigerated freight.
Date of establishment: September 17, 2008
Business term: September 17, 2008 to long term
According to the written confirmation of Shenzhen Yhlo Biotech Co.Ltd(688575) and the verification of our lawyers, Shenzhen Yhlo Biotech Co.Ltd(688575) is a joint stock limited company established and validly existing according to law, and there is no situation that it may be liquidated, cancelled, revoked or dissolved according to the company law, other laws, regulations, normative documents and Shenzhen Yhlo Biotech Co.Ltd(688575) articles of association.
(II) the company is not allowed to implement equity incentive
According to the articles of association of Shenzhen Yhlo Biotech Co.Ltd(688575) , the audit report of Shenzhen Yhlo Biotech Co.Ltd(688575) (DAH Shen Zi [2021] No. 002214) and the internal control assurance report of Shenzhen Yhlo Biotech Co.Ltd(688575) (DAH He Zi [2021] No. 001749) issued by Dahua Certified Public Accountants on March 28, 2021, as well as the written confirmation issued by the company and the publicly disclosed announcement information of Shenzhen Yhlo Biotech Co.Ltd(688575) retrieved by our lawyers, Shenzhen Yhlo Biotech Co.Ltd(688575) there are no following circumstances under which equity incentive shall not be implemented as stipulated in Article 7 of the administrative measures:
1. An audit report with a negative opinion or unable to express an opinion on the financial and accounting report of the most recent fiscal year issued by a certified public accountant;
2. Audit report on internal control of financial report in the latest fiscal year issued by certified public accountants with negative opinions or unable to express opinions;
3. Failure to distribute profits in accordance with laws and regulations, the articles of association and public commitments within the last 36 months after listing;
4. Equity incentive is not allowed according to laws and regulations;
5. Other circumstances recognized by the CSRC.
In conclusion, our lawyers believe that Shenzhen Yhlo Biotech Co.Ltd(688575) is a joint stock limited company established and effectively existing according to law, and its shares have been listed and traded on the science and Innovation Board of Shanghai Stock Exchange; As of the issuance date of this legal opinion, Shenzhen Yhlo Biotech Co.Ltd(688575) there is no situation that may be liquidated, cancelled, revoked or dissolved according to laws, regulations, normative documents and the articles of association, and there is no situation that equity incentive shall not be implemented as stipulated in Article 7 of the management measures. The company has the subject qualification to implement this incentive plan. 2、 Main contents and legal compliance of this incentive plan
On January 14, 2022, Shenzhen Yhlo Biotech Co.Ltd(688575) the third meeting of the third board of directors deliberated and adopted the proposal on the company’s restricted stock incentive plan in 2022 (Draft) and its summary. The incentive plan (Draft) stipulates the relevant matters involved in the incentive plan, and the main contents are as follows:
(I) items specified in this incentive plan
The contents of the incentive plan (Draft) include “interpretation”, “purpose and principle of the incentive plan”, “management organization of the incentive plan”, “basis and scope for determining incentive objects”, “incentive mode, source, quantity and distribution of restricted shares”, “validity period, grant date, attribution arrangement and lock up period of the incentive plan” “The granting price of restricted shares and the determination method of the granting price”, “the granting and attribution conditions of restricted shares”, “the implementation procedure of the restricted stock incentive plan”, “the adjustment method and procedure of the restricted stock incentive plan”, “the accounting treatment of restricted shares”, “the respective rights and obligations of the company / incentive object”, “the treatment of changes in the company / incentive object” and The “Supplementary Provisions” have stated the matters that should be stated in the equity incentive plan as stipulated in Article 9 of the administrative measures.
(II) specific contents of this incentive plan
1. Source of underlying stock
According to the incentive plan (Draft), the incentive tool used in this incentive plan is class II restricted shares, and the source of the underlying shares involved is the company’s directional issuance of A-share common shares to the incentive object, which is in line with Article 12 of the administrative measures.
2. Type and number of underlying shares
According to the incentive plan (Draft), the number of restricted shares to be granted in this incentive plan is 2 million shares, accounting for about 0.49% of the total share capital of the company at the time of announcement of the incentive plan (Draft). Among them, 1658000 shares were granted for the first time, accounting for about 0.41% of the total share capital of the company when the incentive plan (Draft) was announced, and the part granted for the first time accounted for 82.90% of the total equity granted this time; 342000 shares are reserved, accounting for 0.08% of the total share capital of the company when the incentive plan (Draft) is announced, and the reserved part accounts for 17.10% of the total equity granted this time. Accordingly, the incentive plan (Draft) stipulates the types of shares, the number and proportion of initial grants, and the number and proportion of reserved rights and interests, which comply with the provisions of item (III) of Article 9 and paragraph 1 of Article 15 of the administrative measures; The total number of shares involved in all incentive plans within the validity period of the company does not exceed 20% of the total share capital of the company when the incentive plan is submitted to the general meeting of shareholders for deliberation, which is in line with Article 10.8 of the listing rules.
2. Distribution of authorized restricted shares of incentive objects
According to the incentive plan (Draft), the distribution of restricted shares to be granted in this incentive plan among incentive objects is shown in the table below:
Proportion of restricted shares granted by Xu Guozhi in the total number of authorized restricted shares (10000 shares) at the time of announcement of the incentive plan proportion of total share capital
1、 First award part (65 persons)
Core backbone 165.80 82.90% 0.41%
2、 Reserved part 34.20 17.10% 0.08%
