Securities abbreviation: Cofco Biotechnology Co.Ltd(000930) securities code: 000930 Shanghai Rongzheng Investment Consulting Co., Ltd
about
Cofco Biotechnology Co.Ltd(000930)
Restricted stock incentive plan
Unlocking condition achievement in the first unlocking period
of
Independent financial advisor Report
January 2022
catalogue
1、 Interpretation 3 II. Statement 5 III. basic assumptions IV. stock incentive plan 7 v. authorization and approval of equity incentive plan 11 VI. opinions of independent financial adviser 13 (I) description of the achievement of unlocking conditions in the first unlocking period 13 (II) the number of incentive objects and restricted stocks that can be unlocked in the first unlocking period of restricted stocks granted by the restricted stock incentive plan 15 (III) concluding observations 16 VII. Documents for future reference and consultation methods 17 (I) documents for future reference 17 (II) consultation method 17 I. interpretation 1 Listed company, company, Cofco Biotechnology Co.Ltd(000930) : refers to Cofco Biotechnology Co.Ltd(000930) . 2. Equity incentive plan, incentive plan and this plan: refer to Cofco Biotechnology Co.Ltd(000930) restricted stock incentive plan (Draft). 3. Restricted stock: refers to the company’s stock granted by the company to the incentive object according to the incentive plan. The incentive object can sell the restricted stock and benefit only if the company’s performance objectives and personal performance evaluation results meet the conditions specified in the incentive plan. 4. Incentive object: refers to the company’s directors and senior managers who are qualified to receive a certain number of restricted shares according to the provisions of the incentive plan, and the management, technology and business backbone who have a direct impact on the company’s operating performance and sustainable development. 5. Grant date: refers to the date on which the company grants restricted shares to incentive objects. The grant date must be a trading day, which shall be determined by the board of directors of the company in accordance with relevant regulations. 6. Lock up period: refers to the period during which the restricted shares subscribed by the incentive object according to the incentive plan are prohibited from being transferred. 7. Term of validity: it refers to the period from the date when the company grants restricted shares to incentive objects to the end of unlocking / repurchasing all restricted shares. The first grant of the plan is valid for 6 years. 8. Unlocking date: refers to the date when the restricted shares held by the incentive object are unlocked after the unlocking conditions specified in the plan are met. 9. Unlocking conditions: refer to the conditions that must be met to unlock the equity obtained by the incentive object according to the plan. 10. SASAC of the State Council: refers to the state owned assets supervision and Administration Commission of the State Council of the people’s Republic of China. 11. CSRC: refers to the Securities Regulatory Commission of the people’s Republic of China. 12. Stock Exchange: refers to Shenzhen Stock Exchange. 13. Registration and Clearing Company: refers to Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. 14. Company Law: refers to the company law of the people’s Republic of China Securities Law: refers to the securities law of the people’s Republic of China Administrative measures: refers to the administrative measures for equity incentive of listed companies Trial Measures: Trial Measures for the implementation of equity incentive by state-owned holding listed companies (domestic) (Guo Zi FA FA FA FA FA Fa [2006] No. 175). 18. Notice: refers to the circular on regulating issues related to the implementation of equity incentive system by state-controlled listed companies
Zhi (gzfgd [2008] No. 171). 19. Guidelines: refers to the guidelines for the implementation of equity incentive by listed companies controlled by central enterprises (gzkp [2020] No. 178). 20. Self regulatory guide No. 1: refers to the self regulatory guide No. 1 – business handling of listed companies of Shenzhen Stock Exchange. 21. Articles of association: refers to the Cofco Biotechnology Co.Ltd(000930) articles of association 22 CSRC: China Securities Regulatory Commission 23 Stock Exchange: Shenzhen Stock Exchange 24 Yuan: RMB yuan
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 Cofco Biotechnology Co.Ltd(000930) . 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 gives opinions on whether the unlocking matters in the first unlocking period of the equity incentive plan are fair and reasonable to the shareholders of Cofco Biotechnology Co.Ltd(000930) and the impact on the shareholders’ rights and interests and the continuous operation of the listed company, which does not constitute any investment suggestions for Cofco Biotechnology Co.Ltd(000930) and the possible risks arising from any investment decisions made by the investors according to this report, The independent financial advisor assumes no responsibility.
(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 equity incentive plan publicly disclosed by the listed company.
(V) based on the principle of being diligent, prudent and responsible to all shareholders of the listed company, the independent financial consultant conducted in-depth investigation on the matters involved in the equity 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, resolutions of the previous board of directors and general meetings of shareholders The company’s financial report for the last three years and the latest issue, and has conducted effective communication with relevant personnel of the listed company. On this basis, the independent financial adviser’s report is issued, and is responsible for the authenticity, accuracy and completeness of the report.
This report is prepared in accordance with the requirements of laws, regulations and normative documents such as the company law, the securities law and the administrative measures, 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 equity incentive plan are true and reliable;
(IV) there are no other obstacles to the equity incentive plan, and all agreements involved can be effectively approved and finally completed on schedule;
(V) all parties involved in this equity 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、 Restricted shares granted by incentive plan
1. Type of underlying stock: the underlying stock to be granted to the incentive object in this incentive plan is Cofco Biotechnology Co.Ltd(000930) restricted stock.
2. Source of target stock: the restricted stock source of this incentive plan is the company’s directional issuance of company shares to incentive objects.
3. Incentive objects: after being assessed by the remuneration assessment committee of the board of directors and reviewed by the board of supervisors of the company, a total of 418 incentive objects were actually granted under the restricted stock incentive plan.
4. Number of restricted shares granted: 18119411 restricted shares are actually granted to the incentive object in this incentive plan. Accounting for 0.98% of the total share capital of the company at the time of announcement of the draft incentive plan.
The specific number of restricted shares granted to each incentive object in the incentive plan is shown in the table below:
Tier name / number of shares in total incentive amount in total share capital
Proportion proportion
Tong Yi 672800 3.71% 0.036%
Libei 595100 3.28% 0.032%
Director and senior executive Liu Wenxin 543400 3.00% 0.029%
Wang Yu 473500 2.61% 0.026%
Zhang Germany 463100 2.56% 0.025%
Pan Xichun 258700 1.43% 0.014%
Manager 122 9126420 50.37% 0.494%
Core business backbone 290 5986391 33.04% 0.324%
Total 418 18119411 100% 0.98%
Note: (1) the incentive objects of this incentive plan do not participate in the equity incentive plans of two or more listed companies, and there are no major shareholders or actual controllers holding more than 5% of the company’s equity and their spouses, parents and children among the incentive objects.
5. Grant price: 4.92 yuan / share
6. Grant date: December 26, 2019
7. Validity period of the incentive plan: the incentive plan is valid for 10 years from the date of adoption by the general meeting of shareholders. The restricted shares granted by this incentive plan are valid for 6 years, locked for 2 years and unlocked for no more than 4 years.
8. Restricted sale period of the incentive plan: the incentive object is locked in for 24 months from the date of receiving the restricted shares. During the lock-in period, the restricted shares granted to the incentive object under the incentive plan shall be locked and shall not be transferred or used to repay debts.
During the lock-in period of restricted shares, the cash dividends obtained by the incentive object due to the granted restricted shares shall be managed by the company as dividends payable and paid to the incentive object when unlocking; If it cannot be unlocked according to the incentive plan, the dividend corresponding to the restricted shares that cannot be unlocked shall be recovered by the company. The restricted shares granted to the incentive object shall be locked at the same time due to the conversion of capital reserve into share capital, stock dividend and stock subdivision, and shall not be sold in the secondary market or transferred in other ways. The unlocking period of these shares is the same as that of restricted shares; If it cannot be unlocked according to the incentive plan, the shares obtained due to the conversion of capital reserve into share capital, stock dividend and stock subdivision shall be repurchased and cancelled by the company.
9. Arrangement for lifting the restriction on sales of the incentive plan: the unlocking period of the incentive plan is 24 months after the grant of restricted shares. During the unlocking period, if the unlocking conditions specified in the incentive plan are met, the restricted shares granted to the incentive object will be unlocked four times:
Unlocking schedule unlocking time unlocking proportion
The first month after 2 years (24 months) from the date of grant
25% from the transaction date of the first unlocking period to 3 years (36 months) from the grant date
Ending on the last trading day of the
The first month after 3 years (36 months) from the date of grant
From the second day of the fourth year (from the 25th day of the unlocking period) of the transaction
Ending on the last trading day of the
The first month after 4 years (48 months) from the date of grant
25% from the trading day of the third unlocking period to 5 years (60 months) from the grant date
Ending on the last trading day of the
The first month after 5 years (60 months) from the date of grant
25% from the transaction date of the fourth unlocking period to 6 years (72 months) from the grant date
Ending on the last trading day of the
10. Conditions for lifting sales restrictions:
10.1. 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 most recent 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) Where equity incentive is prohibited by laws and regulations:
(5) Other circumstances recognized by the CSRC;
(6) The institution, board of supervisors or audit department performing the duties of state-owned assets contributor raises major objections to the performance or annual financial report of the listed company.
10.2. The incentive object does not have any of the following circumstances:
(1) Persons who have been identified as inappropriate by the stock exchange within the last 12 months;
(2) Those who have been identified as inappropriate by the CSRC and its dispatched offices within the last 12 months;
(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;
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