Shanghai Xingong Yihe Enterprise Management Consulting Co., Ltd
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Of the 2021 A-share restricted stock incentive plan (Draft)
Independent financial advisor Report
Independent financial advisor:
February, 2002
catalogue
Chapter one states that three
Chapter II interpretation five
Chapter III basic assumptions Chapter IV main contents of restricted stock incentive plan 8 I. stock source of this incentive plan 8 II. Number of restricted shares to be granted 8 III. validity period, grant date, ownership arrangement and lock up period of restricted stock incentive plan 8 IV. grant price and determination method of restricted shares V. vesting and vesting conditions of restricted shares Vi. other restrictions of stock plan 15 Chapter V opinions of independent financial advisers 16 I. verification opinions on whether the equity incentive plan meets the provisions of policies and regulations 16 II. Shanghai Haohai Biological Technology Co.Ltd(688366) verification opinions on the feasibility of implementing equity incentive plan 16 III. verification opinions on the scope and qualification of incentive objects 17 IV. verification opinions on the amount of equity granted under the equity incentive plan 18 v. financial opinions on the implementation of equity incentive plan of the company 19 VI. verification opinions on the impact of equity incentive plan on Shanghai Haohai Biological Technology Co.Ltd(688366) sustainable operation ability and shareholders' equity 22 VII. Verification opinions on whether Shanghai Haohai Biological Technology Co.Ltd(688366) provides any form of financial assistance for incentive objects VIII. Verification opinions on whether the equity incentive plan damages the interests of the listed company and all shareholders 23 IX. opinions on the rationality of the company's performance appraisal system and appraisal management measures 23 X. other matters that should be explained 24 Chapter VI documents and places for future reference 25 I. list of documents for future reference 25 II. Location of documents for future reference twenty-five
Chapter I declaration
Shanghai Xingong Yihe Enterprise Management Consulting Co., Ltd. (hereinafter referred to as "Xingong Yihe") is entrusted to act as the independent financial adviser (hereinafter referred to as "the independent financial adviser") of Shanghai Haohai Biological Technology Co.Ltd(688366) (hereinafter referred to as "688366}" or "listed company", "company") this restricted stock incentive plan (hereinafter referred to as "the incentive plan") and prepare this report. The independent financial adviser's report is in accordance with the relevant provisions of laws, regulations and normative documents such as the company law of the people's Republic of China, the securities law of the people's Republic of China, the measures for the administration of equity incentive of listed companies, the Listing Rules of Shanghai Stock Exchange on the science and innovation board, the self regulatory guide for listed companies on the science and Innovation Board No. 4 - disclosure of equity incentive information, On the basis of relevant information provided by Shanghai Haohai Biological Technology Co.Ltd(688366) , issue independent financial advisory opinions for the reference of all shareholders and relevant parties of Shanghai Haohai Biological Technology Co.Ltd(688366) .
1. The documents and materials on which the independent financial adviser's report is based are provided by Shanghai Haohai Biological Technology Co.Ltd(688366) , Shanghai Haohai Biological Technology Co.Ltd(688366) has assured the independent financial adviser that the relevant information about the equity incentive provided by it is true, accurate and complete, and that there are no false records, misleading statements or major omissions in such information.
2. Based on the principle of diligence, prudence and due diligence to all shareholders of the listed company, and based on the principle of objectivity and impartiality, the independent financial advisor has conducted due diligence on the equity incentive matters, and has sufficient reasons to believe that there is no material difference between the professional opinions expressed and the documents disclosed by the listed company. And be responsible for the authenticity, accuracy and completeness of the independent financial adviser's report.
3. The opinions expressed by the independent financial adviser are based on the following assumptions: there are no significant changes in the current national laws and regulations, and there are no significant changes in the national policies and market environment of the industry in which the listed company is located; There is no significant change in the social and economic environment of the region where the listed company is located; Shanghai Haohai Biological Technology Co.Ltd(688366) and the documents provided by relevant parties are true, accurate and complete; All parties involved in this incentive plan can perform all obligations in an honest and trustworthy manner in accordance with the incentive plan and relevant agreements; The incentive plan can be approved by the competent department without other obstacles and can be completed smoothly; There are no significant changes in the accounting policies and accounting systems currently implemented in this incentive plan; There are no significant adverse effects caused by other force majeure and unpredictable factors.
4. The independent financial advisor has no relationship with the listed company. The independent financial advisor issues an independent financial advisor report on this incentive plan in full accordance with the principles of objectivity and impartiality. At the same time, the independent financial adviser urges investors to carefully read the information publicly disclosed by relevant listed companies such as the Shanghai Haohai Biological Technology Co.Ltd(688366) 2021 A-share restricted stock incentive plan (Draft).
5. 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.
6. The independent financial advisor reminds investors that this report aims to express professional opinions on the feasibility of the incentive plan, whether it is conducive to the sustainable development of the listed company, whether it damages the interests of the listed company and its impact on the interests of shareholders, and does not constitute any investment suggestions for Shanghai Haohai Biological Technology Co.Ltd(688366) and possible risks to any investment decisions made by investors according to this report, The independent financial advisor assumes no responsibility.
Chapter II interpretation
In this independent financial adviser's report, unless the context specifies, the following abbreviations have the following meanings:
Interpretation item interpretation content
Shanghai Haohai Biological Technology Co.Ltd(688366) , listed company, company and the company refer to Shanghai Haohai Biological Technology Co.Ltd(688366)
Restricted stock incentive plan and this incentive plan refer to Shanghai Haohai Biological Technology Co.Ltd(688366) 2021 A-share restricted stock incentive plan, this equity incentive plan and institutional stock incentive plan
Shanghai Xingong Yihe Enterprise Management Consulting Co., Ltd. said that the previous report and the independent financial consultant's report refer to the independent financial consultant's report on the 2021 A-share restricted stock incentive plan (Draft) of haihaohai Biotechnology Co., Ltd
Independent financial consultant and Xingong consulting refer to Shanghai Xingong Yihe Enterprise Management Consulting Co., Ltd
Restricted shares and class II restricted shares refer to the shares of the company obtained and registered by incentive objects who meet the grant conditions of the incentive plan after meeting the corresponding benefit conditions
According to the provisions of this incentive plan, the incentive objects of the company that obtains restricted shares refer to directors, senior managers, core technicians and other personnel that the board of directors deems necessary to be encouraged
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 determined by the company when granting restricted shares to the incentive object and the incentive object obtains the shares of the company
Attribution 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
Vesting date refers to the date when the granted shares are registered after the incentive object meets the benefit conditions. It must be the trading day
Attribution conditions refer to the benefit conditions set up by the restricted stock incentive plan, and the incentive object is to obtain the incentive stock
The term of validity refers to the period from the date of the grant of restricted shares to the date when all the restricted shares granted to the incentive object are vested or invalid
Remuneration Committee refers to the remuneration and assessment committee of the board of directors of the company
CSRC refers to the China Securities Regulatory Commission
Stock exchange refers to Shanghai Stock Exchange
China Securities Depository and Clearing Corporation refers to the Shanghai Branch of China Securities Depository and Clearing Corporation Limited
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
The Administrative Measures refer to the administrative measures for equity incentive of listed companies
Listing Rules refers to the Listing Rules of Shanghai Stock Exchange's Sci tech innovation board
The self regulatory guide refers to the self regulatory guide for listed companies on the science and Innovation Board No. 4 - disclosure of equity incentive information
Articles of association means the Shanghai Haohai Biological Technology Co.Ltd(688366) articles of association
The company's assessment management measures refer to the assessment management measures for the implementation of Shanghai Haohai Biological Technology Co.Ltd(688366) 2021 A-share restricted stock incentive plan
Yuan / 10000 yuan / 100 million yuan refers to RMB yuan / 10000 yuan / 100 million yuan, the legal currency unit of the people's Republic of China
Chapter III basic assumptions
The independent financial advisor's report is based on the following basic assumptions:
(I) there is no significant change in the current relevant national laws, regulations and policies;
(II) Shanghai Haohai Biological Technology Co.Ltd(688366) the materials and information provided and publicly disclosed are true, accurate and complete;
(III) there are no other obstacles to the equity incentive plan, and all agreements involved can be effectively approved and finally completed on schedule;
(IV) all parties involved in the implementation of the equity incentive plan can fully perform all their obligations in accordance with the plan of the equity incentive plan and the terms of relevant agreements in accordance with the principle of good faith;
(V) there is no significant adverse effect caused by other force majeure.
Chapter IV main contents of restricted stock incentive plan
Shanghai Haohai Biological Technology Co.Ltd(688366) the A-share restricted stock incentive plan was drafted by the Remuneration Committee under the board of directors of the listed company and approved at the 31st meeting of the Fourth Board of directors.
1、 Stock source of this incentive plan
The incentive form adopted in this incentive plan is the second type of restricted stock. The stock source is the company's RMB A-share common stock issued by the company to the incentive object.
2、 Number of restricted shares to be granted
The number of restricted shares to be granted to the incentive objects in the incentive plan is 1.8 million shares, accounting for 1.02% of the total share capital of the company of 175.8221 million shares on the announcement date of the draft incentive plan. Among them, 1.45 million restricted shares were granted for the first time, accounting for 0.82% of the total share capital of the company on the announcement date of the draft incentive plan and 80.56% of the total number of restricted shares to be granted in the incentive plan; 350000 shares are reserved, accounting for 0.20% of the total share capital of the company on the announcement date of the draft incentive plan, and the reserved part accounts for 19.44% of the total number of restricted shares to be granted in the incentive plan.
As of the announcement date of the draft incentive plan, the total number of subject shares involved in the equity incentive plan within the whole validity period of the company shall not exceed 20.00% of the total share capital of the company. The cumulative number of shares of the company granted by any incentive object in the incentive plan through the equity incentive plan within the whole validity period does not exceed 1.00% of the total share capital of the company.
3、 Validity period, grant date, ownership arrangement and lock up period of restricted stock incentive plan
(I) period of validity
The validity period of this incentive plan is from the date of granting restricted shares to the date when all the restricted shares granted to the incentive object are vested or invalid, and the longest period shall not exceed 36 months.
(II) grant date
After the incentive plan is deliberated and approved by the general meeting of shareholders of the company, the company will convene the board of directors to grant rights and interests to the incentive objects in accordance with relevant regulations within 60 days (if there are conditions for granting rights and interests, it shall be calculated from the date of achievement of the conditions), and complete the announcement
