Guohao law firm (Shenzhen)
about
Jafron Biomedical Co.Ltd(300529)
2022 stock option incentive plan (Draft)
of
Legal opinion
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January 2022
Guohao law firm (Shenzhen)
about
Jafron Biomedical Co.Ltd(300529)
2022 stock option incentive plan (Draft)
of
Legal opinion
GLG / SZ / A2061 / FY / 2022-012 to: Jafron Biomedical Co.Ltd(300529)
In accordance with 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”) and the measures for the administration of equity incentive of listed companies (hereinafter referred to as the “administrative measures”) The Shenzhen Stock Exchange GEM Listing Rules (hereinafter referred to as the “Stock Listing Rules”), the Shenzhen Stock Exchange GEM listed companies’ self regulatory guide No. 1 – business handling (hereinafter referred to as the “self regulatory guide”) and other current Chinese laws Regulations, regulatory documents of China Securities Regulatory Commission (hereinafter referred to as “CSRC”) and Shenzhen Stock Exchange (hereinafter collectively referred to as “Chinese laws”) and relevant provisions of the Jafron Biomedical Co.Ltd(300529) articles of Association (hereinafter referred to as “articles of association”), Guohao law firm (Shenzhen) (hereinafter referred to as “the firm”) has accepted the entrustment of Jafron Biomedical Co.Ltd(300529) (hereinafter referred to as ” Jafron Biomedical Co.Ltd(300529) ” or “the company”) to issue this legal opinion on the relevant matters involved in the company’s plan to implement the 2022 stock option incentive plan (hereinafter referred to as “the incentive plan”).
In order to issue this legal opinion, our lawyers reviewed the matters involved in the company’s incentive plan, consulted the documents that our lawyers considered necessary to issue this legal opinion, and conducted necessary verification and verification on relevant issues.
The exchange has obtained the following guarantee from the company: 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 this legal opinion have been disclosed to the exchange without any concealment or major 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.
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, our lawyers have strictly performed their legal duties, followed the principles of diligence, good faith and full verification, Ensure that the facts identified in this legal opinion are true, accurate and complete, and the concluding opinions issued are legal and accurate, without false records, misleading statements or major omissions, and are willing to bear corresponding legal liabilities.
The exchange agrees that the company will announce this legal opinion as a necessary document for the implementation of this incentive plan, and bear the responsibility for the legal opinion issued according to law.
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 without the prior written consent of the exchange.
In accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, and on the basis of full verification and verification of the relevant documents and facts provided by the company, our lawyers hereby issue the following legal opinions:
Text
1、 The company is qualified to implement the incentive plan
(I) according to the business license (Unified Social Credit Code: 914404006175105107) and the articles of association currently held by Jafron Biomedical Co.Ltd(300529) , the domicile of Jafron Biomedical Co.Ltd(300529) is No. 98, Keji Sixth Road, Zhuhai high tech Zone, and the legal representative is Dong Fan, Business scope: “R & D, manufacturing, sales, technical consultation and services of medical devices, instruments and equipment and their spare parts, as well as software products related to products; drugs, formula foods for special medical purposes, special dietary foods, health food, health products, medical packaging materials, disinfectants, biological culture media, biological products, biological reagents and chemical reagents (excluding hazardous chemicals), sanitary materials and medical supplies, biomaterials, medical polymer materials, special composite materials and products, fine chemical materials, washing supplies, batteries, chemical products (excluding toxic, harmful, flammable, explosive and hazardous chemicals) and related products; Development, sales and system management and maintenance of medical computer software products (those prohibited by laws, regulations and decisions of the State Council shall not be operated; for projects subject to approval according to law, business activities can be carried out only with the approval of relevant departments); Technology development, technology transfer, technology extension services and technical consultation in the fields of medical science and technology, information technology and Biotechnology; Concurrently engaged in medical services, self owned house leasing and sales, machinery and equipment leasing and general freight transportation; Import and export of goods and technologies (excluding goods and Technologies Prohibited and restricted by the state).
The company engages in activities within its business scope. Projects subject to license according to laws, regulations and decisions of the State Council shall be operated on the strength of license examination and approval documents or license certificates after applying to relevant licensing departments. The business scope of the company shall be publicized on Zhuhai commercial subject registration license and credit publicity platform as required. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments) “. (II) according to the company’s 2020 annual report, announcement on the implementation of 2020 annual equity distribution, announcement on the implementation of 2019 annual equity distribution and other documents, and verified by our lawyers, the company does not have the following circumstances that equity incentive shall not be implemented as stipulated in Article 7 of the management measures:
1. The financial 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, the articles of association and public commitments within the last 36 months after listing;
5. Other circumstances recognized by the CSRC.
In conclusion, our lawyers believe that as of the date of issuance of this legal opinion, Jafron Biomedical Co.Ltd(300529) is a joint stock limited company established and effectively existing according to law, there is no situation that needs to be terminated according to relevant laws and regulations and the articles of association, and there is no situation that equity incentive shall not be implemented according to Article 7 of the management measures, so it is qualified to implement the incentive plan.
2、 Legality and compliance of this incentive plan
On January 17, 2022, At the 29th meeting of the 4th board of directors of the company, the proposal on the company’s 2022 stock option incentive plan (Draft) and its summary, the proposal on the company’s assessment and management measures for the implementation of 2022 stock option incentive plan, and the proposal on submitting to the general meeting of shareholders of the company to authorize the board of directors to handle matters related to 2022 stock option incentive plan were reviewed and approved And other proposals, this incentive plan is a stock option incentive plan.
(I) items specified in this incentive plan
According to the Jafron Biomedical Co.Ltd(300529) 2022 stock option incentive plan (Draft) (hereinafter referred to as the “incentive plan (Draft)”), the incentive plan includes the interpretation, the purpose and principle of the incentive plan, the management organization of the incentive plan, the basis and scope for determining the incentive object, the rights and interests to be granted by the incentive plan, the validity period of the incentive plan Grant date, waiting period, exercise arrangement and lock up period, exercise price and determination method of exercise price of stock options, grant and exercise conditions of stock options, adjustment methods and procedures of this incentive plan, accounting treatment of stock options, implementation procedures of this incentive plan, respective rights and obligations of the company / incentive object, and treatment of changes in the company / incentive object, Supplementary provisions, etc. In conclusion, our lawyers believe that the matters specified in the company’s incentive plan (Draft) comply with the provisions of Article 9 of the management measures.
(II) specific contents of this incentive plan
According to the incentive plan (Draft), this incentive plan is a stock option incentive plan, and the specific contents are as follows:
1. Stock source of this incentive plan
According to the relevant provisions of Chapter V “rights and interests to be granted under this incentive plan” of the incentive plan (Draft), the stock source of this incentive plan is the company’s directional issuance of A-share common shares to the incentive object. Our lawyers believe that the stock source of this incentive plan complies with the provisions of Article 12 of the administrative measures. 2. Number of stock options
According to the relevant provisions of Chapter V “rights and interests to be granted under the incentive plan” of the incentive plan (Draft), the incentive plan plans to grant 8.02 million stock options to the incentive objects, involving RMB A-share common shares, accounting for about 1.00% of the total share capital of the company at the time of announcement of the incentive plan. Among them, 7.02 million were granted for the first time, accounting for about 0.87% of the total share capital of the company when the draft incentive plan was announced; 1 million reserved grants, accounting for about 0.13% of the total share capital of the company at the time of announcement of the draft incentive plan, and the reserved part accounts for 12.47% of the total equity granted this time.
The company disclosed the 2016 restricted stock incentive plan (Draft) in January 2017. The plan plans to grant restricted shares, accounting for 1.46% of the total share capital of the company at the time of the announcement of the draft. As of the date of issuance of this legal opinion, the incentive plan has expired; In November 2017, the company disclosed the 2017 stock option incentive plan (Draft), which plans to grant stock options, accounting for 1.34% of the total share capital of the company at the time of the announcement of the draft; In January 2019, the company announced the 2019 stock option incentive plan (Draft), which plans to grant stock options, accounting for 0.79% of the total share capital of the company at the time of the announcement of the draft; In November 2019, the company announced the 2019 second stock option incentive plan (Draft), which plans to grant stock options, accounting for 1.05% of the total share capital of the company at the time of the draft announcement; The company announced the restricted stock incentive plan for 2021 (Draft) in February 2021. The plan plans to grant restricted shares, accounting for 0.94% of the total share capital of the company at the time of the announcement of the draft. The incentive plan is the sixth equity incentive plan implemented after the company’s listing. Within the validity period, the total subject shares involved in the company’s implementation of the fifth equity incentive plan shall not exceed 20% of the total share capital of the company. The company’s shares granted to a single incentive object through all equity incentive plans within the validity period shall not exceed 1% of the total share capital of the company.
Our lawyers believe that the incentive plan (Draft) stipulates the number, type, number and proportion of stock options granted, which is in line with the provisions of item (III) of Article 9 of the administrative measures; The total number of shares involved in all equity incentive plans within the validity period of the company does not exceed 20% of the total share capital of the company, and the total number of shares granted to any incentive object through all equity incentive plans within the validity period does not exceed 1% of the total share capital of the company, which is in line with article 8.4.5 of the stock listing rules and section 2 of Chapter II of the guide to self regulatory supervision.
3. Distribution of incentive plan
According to the relevant provisions of Chapter V “rights and interests to be granted under this incentive plan” of the incentive plan (Draft), our lawyers believe that the incentive objects, the number and proportion of stock options to be granted under this incentive plan comply with the provisions of Articles 8, 9 (IV), 14 of the administrative measures and articles 8.4.2 and 8.4.5 of the stock listing rules.
4. Validity period, grant date, waiting period, vesting date and lock up period of the incentive plan
According to the relevant provisions of Chapter VI “validity, authorization date, waiting period, exercise arrangement and lock up period of this incentive plan” of the incentive plan (Draft), our lawyers believe that the relevant provisions of the validity, grant date, waiting period, vesting date and lock up period of this incentive plan comply with Article 9 (V), Article 13, Article 16 The provisions of articles 30, 31 and 44.
5. Exercise price and determination method of exercise price
