Securities abbreviation: Shenzhen Yhlo Biotech Co.Ltd(688575) securities code: 688575 Shanghai Rongzheng Investment Consulting Co., Ltd
about
Shenzhen Yhlo Biotech Co.Ltd(688575)
Restricted stock incentive plan for 2022
Adjustment and first grant
of
Independent financial advisor Report
February 2022
catalogue
1、 Interpretation 2. Statement 3. Basic assumptions 4. Independent financial consultant 5. Documents for future reference and consultation methods 10 I. interpretation 1 Listed company, company, Shenzhen Yhlo Biotech Co.Ltd(688575) : refers to Shenzhen Yhlo Biotech Co.Ltd(688575) . 2. Equity incentive plan, restricted stock incentive plan and this incentive plan refer to the 2022 restricted stock incentive plan (Draft) of Shenzhen Shenzhen Yhlo Biotech Co.Ltd(688575) Biotechnology Co., Ltd. 3. Restricted stock and class II restricted stock: the A-share common stock of the company obtained and registered by the incentive object meeting the grant conditions of the incentive plan after meeting the corresponding benefit conditions. 4. Total share capital: refers to the total issued share capital of the company when the plan is considered and approved by the general meeting of shareholders. 5. Incentive object: the core backbone of the company (including subsidiaries) that obtains restricted shares in accordance with the provisions of this incentive plan. 6. Grant date: refers to the date on which the company grants restricted shares to incentive objects. 7. Grant price: refers to the price of each restricted stock granted by the company to the incentive object. 8. Validity period: the period from the date of granting restricted shares to the date when all the restricted shares granted to the incentive object are vested or invalid. 9. Ownership: refers to the behavior that the listed company registers the shares in the account of the incentive object after the incentive object meets the benefit conditions. 10. Attribution conditions: the incentive object established by the restricted stock incentive plan is the benefit conditions required to obtain the incentive stock. 11. Vesting date: after the restricted stock incentive object meets the benefit conditions, the date of completing the registration of the granted shares must be the trading day. 12. Company Law: refers to the company law of the people’s Republic of China. 13. Securities Law: refers to the securities law of the people’s Republic of China. 14. Administrative measures: refers to the administrative measures for equity incentive of listed companies. 15. Listing Rules: refers to the Listing Rules of shares on the science and Innovation Board of Shanghai Stock Exchange. 16. Articles of association: refers to the Shenzhen Yhlo Biotech Co.Ltd(688575) articles of association. 17. CSRC: refers to the China Securities Regulatory Commission. 18. Stock Exchange: refers to Shanghai Stock Exchange. 19. Self regulatory guidelines: refers to the self regulatory guidelines for listed companies on the science and Innovation Board No. 4 – disclosure of equity incentive information. 20. RMB: refers to RMB.
2、 Statement
The independent financial advisor hereby makes the following statement on this report:
(I) the documents and materials on which the independent financial adviser’s report is based are provided by Shenzhen Yhlo Biotech Co.Ltd(688575) . All parties involved in the plan have guaranteed to the independent financial adviser that all the documents and materials provided for the issuance of the independent financial adviser’s report are legal, true, accurate, complete and timely, and there are no omissions, false or misleading statements, and their legality, authenticity Be responsible for accuracy, completeness and timeliness. The independent financial advisor does not assume any risk liability arising therefrom.
(II) the independent financial adviser only expresses opinions on whether the restricted stock incentive plan is fair and reasonable to Shenzhen Yhlo Biotech Co.Ltd(688575) shareholders, the impact on shareholders’ rights and interests and the sustainable operation of the listed company, does not constitute any investment suggestions for Shenzhen Yhlo Biotech Co.Ltd(688575) , and does not bear any responsibility for the possible risks arising from any investment decisions made by investors according to this report.
(III) the independent financial advisor has not entrusted or authorized any other institution or individual to provide information not listed in the independent financial advisor’s report and make any explanation or explanation to the report.
(IV) the independent financial consultant requests all shareholders of the listed company to carefully read the relevant information about the restricted stock incentive plan publicly disclosed by the listed company.
(V) based on the principle of diligence, prudence and due diligence to all shareholders of the listed company, the independent financial adviser has conducted in-depth investigation on the matters involved in the restricted stock incentive plan and carefully reviewed the relevant materials. The scope of the investigation includes the articles of association of the listed company, salary management measures, relevant resolutions of the board of directors and the general meeting of shareholders Financial reports of relevant companies, production and operation plans of the company, and effective communication with relevant personnel of listed companies. On this basis, this independent financial consultant report is issued, and is responsible for the authenticity, accuracy and completeness of the report.
The independent financial adviser’s report is prepared in accordance with the requirements of laws, regulations and normative documents such as the company law, the securities law, the administrative measures, the listing rules and the guide to self regulatory supervision, and based on the relevant materials provided by the listed company.
3、 Basic assumptions
The independent financial advisor’s report issued by the financial advisor is based on the following assumptions:
(I) there is no significant change in the current relevant national laws, regulations and policies;
(II) the information on which the independent financial adviser is based is authentic, accurate, complete and timely; (III) the relevant documents issued by the listed company for this restricted stock incentive plan are true and reliable; (IV) there are no other obstacles to this restricted stock incentive plan, and all agreements involved can be effectively approved and finally completed on schedule;
(V) all parties involved in this restricted stock incentive plan can fully perform all obligations in good faith and in accordance with the terms of the incentive plan and relevant agreements;
(VI) there is no significant adverse impact caused by other unpredictable and force majeure factors.
4、 Opinions of independent financial adviser (I) approval procedures of this restricted stock incentive plan
Shenzhen Yhlo Biotech Co.Ltd(688575) the 2022 restricted stock incentive plan has fulfilled the necessary approval procedures:
1. On January 14, 2022, the company held the third meeting of the third board of directors, The proposal on the company’s 2022 restricted stock incentive plan (Draft) and its summary, the proposal on the measures for the implementation and assessment of the company’s 2022 restricted stock incentive plan, and the proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s 2022 restricted stock incentive plan were reviewed and approved. The independent directors of the company expressed independent opinions on the relevant proposals of the incentive plan.
On the same day, the company held the third meeting of the third board of supervisors, The proposal on the company’s 2022 restricted stock incentive plan (Draft) > and its summary, the proposal on the measures for the implementation and assessment of the company’s 2022 restricted stock incentive plan, and the proposal on verifying the list of incentive objects granted by the company’s 2022 restricted stock incentive plan for the first time were reviewed and approved, The board of supervisors of the company verified the relevant matters of the incentive plan and issued relevant verification opinions.
2. On January 15, 2022, the company posted on the website of Shanghai Stock Exchange (www.sse. Com. CN.) Disclosed the Shenzhen Yhlo Biotech Co.Ltd(688575) announcement on the public solicitation of entrusted voting rights by independent directors (Announcement No.: 2022-006). According to the entrustment of other independent directors of the company, Mr. Liu Dengming, the independent director, as the collector, solicited voting rights from all shareholders of the company on the proposals related to the 2022 fixed-term stock incentive plan deliberated at the first extraordinary general meeting of shareholders in 2022.
3. From January 17, 2022 to January 27, 2022, the company publicized the list of incentive objects granted for the first time in the incentive plan within the company. During the publicity period, the board of supervisors of the company did not receive any objection related to the incentive objects of the incentive plan. On January 28, 2022, the company posted on the website of Shanghai Stock Exchange (www.sse. Com. CN.) Disclosed the announcement and verification opinions of the Shenzhen Yhlo Biotech Co.Ltd(688575) board of supervisors on the list of incentive objects first granted by the company’s restricted stock incentive plan in 2022 (Announcement No.: 2022-013).
4. On February 7, 2022, the company held the first extraordinary general meeting of shareholders in 2022, The proposal on the company’s 2022 restricted stock incentive plan (Draft) and its summary, the proposal on the measures for the implementation and assessment of the company’s 2022 restricted stock incentive plan, and the proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s 2022 restricted stock incentive plan were reviewed and passed, It was posted on the website of Shanghai Stock Exchange (www.sse. Com. CN.) on February 8, 2022 Disclosed the Shenzhen Yhlo Biotech Co.Ltd(688575) self inspection report on the trading of company shares by insiders and incentive objects of the restricted stock incentive plan in 2022 (Announcement No.: 2022-015).
5. On February 7, 2022, the company held the fifth meeting of the third board of directors and the fifth meeting of the third board of supervisors, deliberated and adopted the proposal on adjusting the matters related to the incentive plan of restricted shares in 2022 and the proposal on the first grant of restricted shares to incentive objects. The board of directors agreed that the first grant date of restricted shares was February 7, 2022, Grant 1.633 million restricted shares to 63 incentive objects at the grant price of 16.00 yuan / share. The independent directors of the company expressed their independent opinions on the matter and believed that the grant conditions had been met, the subject qualification of the incentive object was legal and effective, and the determined grant date met the relevant provisions. The board of supervisors verified the list of incentive objects on the grant date and issued verification opinions.
In conclusion, the independent financial adviser believes that as of the date of issuance of this report, Shenzhen Yhlo Biotech Co.Ltd(688575) the granting of restricted shares to incentive objects has obtained the necessary approval and authorization, which is in line with the relevant provisions of the administrative measures, listing rules and incentive plan. (II) differences between the restricted stock incentive plan implemented this time and the restricted stock incentive plan approved by the general meeting of shareholders
In view of the fact that among the incentive objects first granted by the company’s restricted stock incentive plan in 2022, two incentive objects voluntarily give up the qualification and corresponding equity shares of the rights granted by the incentive plan for personal reasons, involving 25000 restricted shares to be granted by the company.
According to the above situation and the authorization of the company’s first extraordinary general meeting in 2022, the company held the fifth meeting of the third board of directors and the fifth meeting of the third board of supervisors on February 7, 2022, and deliberated and adopted the proposal on adjusting matters related to the incentive plan of restricted stocks in 2022, The list of incentive objects granted for the first time and the number of rights and interests granted have been adjusted. After this adjustment, the number of incentive objects granted for the first time in the company’s restricted stock incentive plan was adjusted from 65 to 63, the number of restricted shares granted for the first time was adjusted from 1658000 to 163300, and the number of restricted shares reserved for grant was adjusted from 342000 to 367000.
In addition to the above adjustments, other contents of the incentive plan implemented this time are consistent with the incentive plan deliberated and approved by the company’s first extraordinary general meeting of shareholders in 2022.
(III) description of the conditions of this restricted stock grant
According to the provisions of the incentive plan, restricted shares can be granted to the incentive object only when the following conditions are met at the same time:
1. The company is not under any of the following circumstances:
(1) The financial and 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, 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.
2. The incentive object does not have any of the following situations:
(1) Being identified as an inappropriate candidate by the stock exchange within the last 12 months;
(2) In the last 12 months, it has been identified as an inappropriate candidate by the CSRC and its dispatched offices;
(3) Being administratively punished by the CSRC and its dispatched offices or taking market entry prohibition measures for major violations of laws and regulations in the last 12 months;
(4) Those who are not allowed to serve as directors or senior managers of the company as stipulated in the company law; (5) Those who are not allowed to participate in the equity incentive of listed companies according to laws and regulations;
(6) Other circumstances recognized by the CSRC.
After verification, the independent financial adviser believes that as of the date of issuance of this report, Shenzhen Yhlo Biotech Co.Ltd(688575) and its incentive objects have not been under any of the above circumstances, and the conditions for the first grant of the company’s restricted stock incentive plan have been met. (IV) the first grant of restricted shares
1. First grant date: February 7, 2022
2. Number of First grants: 1.633 million shares, accounting for about 0.40% of the total share capital of the company at the time of announcement of the draft incentive plan
3. Number of persons granted for the first time: 63
4. Initial grant price: 16.00 yuan / share
5. Stock source: the company issues A-share common stock to the incentive object
6. Validity period, vesting period and vesting arrangement of incentive plan
(1) The validity period of this incentive plan shall be no more than 48 months from the date of the first grant of restricted shares to the date when all the restricted shares granted to the incentive object are vested or invalid.
(2) The restricted shares granted by the incentive plan will be vested in several times according to the agreed proportion after the incentive object meets the corresponding vesting conditions. The vesting date must be the trading day, but shall not be vested within the following periods:
① Within 30 days before the announcement of the company’s periodic report, if the announcement date of the periodic report is delayed due to special reasons, it shall be calculated from 30 days before the original scheduled announcement date to 1 day before the announcement;
② Within 10 days before the announcement of the company’s performance forecast and performance express;
③ From the date of occurrence of major events that may have a great impact on the trading price of the company’s shares and their derivatives or the date of entering the decision-making process to the date according to law
