Guohao law firm (Shenzhen)
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Hvsen Biotechnology Co.Ltd(300871) adjust the performance evaluation indicators of the company under the restricted stock incentive plan in 2021
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Legal opinion
Floors 24, 31, 41 and 42, special zone newspaper building, 6008 Shennan Avenue, Shenzhen zip code: 518034
24/F、31/F、41F、42F, Tequbaoye Buliding, 6008 ShennanAvenue, Shenzhen, Guangdong Province 518034, China
Tel: (+ 86) (755) 8351 5666 Fax: (+ 86) (755) 8351 5333
Website: http://www.grandall.com.cn.
January 2002
Guohao law firm (Shenzhen)
About Hvsen Biotechnology Co.Ltd(300871)
Legal opinion on adjusting the performance evaluation indicators of companies under the restricted stock incentive plan in 2021
To: Hvsen Biotechnology Co.Ltd(300871)
Guohao law firm (Shenzhen) (hereinafter referred to as "the firm") has accepted the entrustment of Hvsen Biotechnology Co.Ltd(300871) (hereinafter referred to as " Hvsen Biotechnology Co.Ltd(300871) " or "the company") to act as the special legal adviser of the company's restricted stock incentive plan in 2021 (hereinafter referred to as "the incentive plan" or "the incentive plan" or "the 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 provisions of relevant laws, regulations and normative documents such as the measures for the administration of equity incentive of listed companies (hereinafter referred to as the "measures") and the guide for business handling of GEM listed companies No. 5 - equity incentive (hereinafter referred to as the "business guide") promulgated by the China Securities Regulatory Commission (hereinafter referred to as the "CSRC"), In accordance with the recognized business standards, ethics and the spirit of diligence in the lawyer industry, this legal opinion is issued for the adjustment of the company's performance evaluation indicators in this incentive plan.
In order to issue this legal opinion, our lawyer hereby makes the following statement:
1、 In accordance with the provisions of the company law, the securities law, the administrative measures and other regulations and the facts that have occurred or exist before the date of issuance of this legal opinion, the exchange and the handling lawyers have strictly performed their statutory duties, followed the principles of diligence and good faith, and fully verified the adjustment of the company's performance assessment indicators in this incentive plan, Guarantee that this legal opinion is free from false records, misleading statements and major omissions.
2、 Our lawyer agrees to take this legal opinion as the necessary legal document for the adjustment of the company's performance evaluation indicators of the company's incentive plan, report it together with other materials, and bear legal responsibility for the legal opinion issued according to law. The lawyer of the firm agrees that the company shall quote the relevant contents of this legal opinion in the relevant documents prepared by the company for the implementation of the adjustment of the company's performance evaluation indicators of the incentive plan, but the company shall not cause legal ambiguity or misinterpretation due to the quotation. The lawyer of the firm has the right to review and confirm the corresponding contents of the above relevant documents again.
3、 In order to issue this legal opinion, the company has guaranteed to provide the lawyers of the firm with authentic and effective original written materials, copies or oral testimony necessary for the issuance of this legal opinion. The signatures and / or seals on the relevant materials are true and valid, and the relevant copies or copies are consistent with the original materials or originals, There are no false contents and major omissions.
4、 For the fact that this legal opinion is very important and cannot be supported by independent evidence, the exchange relies on the statements or supporting documents issued by relevant government departments, companies or other relevant units to make judgments.
5、 Our lawyers only express opinions on the legal issues related to the adjustment of the company's performance evaluation indicators in the company's incentive plan, but do not express opinions on the rationality of the underlying stock value and evaluation standards involved in the company's incentive plan, as well as accounting, finance and other non legal professional matters. The quotation of relevant financial data or conclusions in this legal opinion does not mean that the exchange makes any express or implied guarantee for the authenticity and accuracy of these data or conclusions. The institute does not have the appropriate qualification to verify and evaluate such data and conclusions.
This legal opinion is only used for the purpose of adjusting the company's performance evaluation indicators in this incentive plan, and shall not be used for any other purpose.
Our lawyers have 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, and now issue the following legal opinions:
catalogue
interpretation...... 4 I. approval and authorization of this adjustment 5 II. Method and content of this adjustment 5 III. concluding comments seven
interpretation
Unless otherwise specified, the relevant words in this legal opinion have the following specific meanings:
Abbreviation means full name
Hvsen Biotechnology Co.Ltd(300871) . The company refers to Hvsen Biotechnology Co.Ltd(300871)
This incentive plan and this incentive plan refer to Hvsen Biotechnology Co.Ltd(300871) 2021 restricted stock incentive and this plan
The adjustment items and the company's performance test refer to Hvsen Biotechnology Co.Ltd(300871) the adjustment of the company's 2021 years' audit indicators and the adjustment of the company's performance evaluation indicators of the institutional stock incentive plan
The company grants incentives according to the conditions and prices specified in the incentive plan. For restricted stocks and a certain number of company stocks of the first type of restricted index, the restricted stock period of a certain period shall be set for these stocks. The restricted stock circulation can be lifted only after the conditions for lifting the restrictions specified in the incentive plan are met
Restricted stock incentive plan for 2021 Hvsen Biotechnology Co.Ltd(300871) restricted stock incentive plan for 2021 (Draft), incentive plan and incentive plan (Draft)
Incentive objects refer to the senior managers and key employees of the company who have obtained restricted shares in accordance with the provisions of this incentive plan
The grant date refers to the date on which the company grants restricted shares to the incentive object, and the grant date must be the trading day
The grant price refers to the price of each restricted stock granted by the company to the incentive object
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
Listing Rules refer to Shenzhen Stock Exchange GEM Listing Rules (revised in December 2020)
Business guide refers to the guide for business handling of companies listed on GEM No. 5 - equity incentive
Articles of association means the Hvsen Biotechnology Co.Ltd(300871) articles of association
CSRC refers to the China Securities Regulatory Commission
Stock exchange refers to Shenzhen Stock Exchange
This office refers to Guohao law firm (Shenzhen)
The lawyer of the firm refers to the handling lawyer assigned by the firm for this incentive plan, that is, the lawyer who signs in the column of "handling lawyer" on the signature page of this legal opinion
The legal opinion of Guohao law firm (Shenzhen) on Wuhan Huisheng shengben refers to the legal opinion of Property Technology Co., Ltd. on adjusting the performance evaluation indicators of the restricted stock incentive plan company in 2021 issued by the exchange
Yuan and 10000 yuan refer to RMB yuan and 10000 yuan
Note: any discrepancy between the total number and the mantissa of the sum of the itemized values in this legal opinion is caused by rounding.
Text
1、 Approval and authorization of this adjustment
1. On January 17, 2022, the company held the seventh meeting of the second remuneration and appraisal committee, which deliberated and approved the proposal on adjusting the performance appraisal indicators of the company's 2021 restricted stock incentive plan
2. On January 21, 2022, the company held the 22nd Meeting of the second board of directors, deliberated and adopted the proposal on adjusting the performance evaluation indicators of the company's 2021 restricted stock incentive plan and other proposals, and the independent directors of the company expressed their agreed independent opinions.
3. On January 21, 2022, the company held the 19th meeting of the second board of supervisors, deliberated and adopted the proposal on adjusting the performance evaluation indicators of the company's 2021 restricted stock incentive plan and other proposals.
4. On January 21, 2022, the board of supervisors of the company issued the opinions of Hvsen Biotechnology Co.Ltd(300871) board of supervisors on adjusting the performance evaluation indicators of the company's 2021 restricted stock incentive plan, believing that the adjustment of the performance evaluation indicators of the company's 2021 restricted stock incentive plan can further stimulate the enthusiasm of the company's senior managers and core backbone employees, It is conducive to the long-term sustainable development of the company and does not damage the interests of the company and all shareholders, especially small and medium-sized shareholders.
In conclusion, our lawyers believe that as of the date of issuance of this legal opinion, the adjustment of the company's performance evaluation indicators of the company's incentive plan has been approved and authorized by the board of directors and the board of supervisors, and the company still needs to submit the adjustment to the shareholders' meeting for deliberation and approval in accordance with the provisions of relevant laws and regulations.
2、 Methods and contents of this adjustment
In view of the downward cycle of the downstream aquaculture industry, the overall demand for veterinary drug products will be reduced. In order to effectively stimulate the work enthusiasm and enthusiasm of the incentive objects and more effectively deal with the new industry competition situation in the future, the company plans to adjust the company's performance evaluation indicators of the restricted stock incentive plan in 2021 from 2022 to 2023 in combination with the actual situation, Add the assessment dimension of "operating income" indicator, unlock the corresponding restricted stocks according to the completion rate of operating income or net profit, and adjust the relevant contents of the restricted stock plan (Draft) in 2021 and its abstract and the measures for the administration of the assessment of the implementation of the restricted stock incentive plan in 2021 accordingly.
The adjustment of the draft incentive plan and its abstract "II. Conditions for lifting restrictions on the sale of restricted shares (III) performance assessment requirements at the company level" in Chapter VIII conditions for granting and lifting restrictions on the sale of restricted shares "and" v. performance assessment indicators and standards (I) performance assessment requirements at the company level "in the assessment management measures are as follows:
Before adjustment:
(III) company level performance assessment requirements
The assessment year of the incentive plan is three fiscal years from 2021 to 2023, and the assessment is conducted once in each fiscal year. The annual performance assessment objectives of restricted stocks granted by the incentive plan are shown in the table below:
Performance assessment objectives during the lifting of sales restrictions
The first period of lifting the restrictions on sales is based on the net profit in 2020, and the net profit growth rate in 2021 shall not be less than 30%;
The second sales restriction lifting period is based on the net profit in 2020, and the net profit growth rate in 2022 shall not be less than 65%;
The third period of lifting the restrictions on sales is based on the net profit in 2020, and the net profit growth rate in 2023 shall not be less than 100%.
Note: the above "net profit" is calculated based on the data contained in the consolidated statements audited by an accounting firm with securities and futures qualification engaged by the company.
If the company fails to meet the above performance assessment objectives, the restricted shares granted to all incentive objects in the corresponding assessment year shall not be lifted or deferred to the next period. The restricted shares shall be repurchased and cancelled by the company, and the repurchase price shall be the grant price.
After adjustment:
(III) company level performance assessment requirements
The assessment year of the incentive plan is three fiscal years from 2021 to 2023, and the assessment is conducted once in each fiscal year. The annual performance assessment objectives of restricted stocks granted by the incentive plan are shown in the table below:
Performance assessment objectives during the lifting of sales restrictions
The first sales restriction lifting period is based on the net profit in 2020, and the net profit growth rate in 2021 shall not be less than 30%
