Securities code: 002317 independent opinions of independent directors
Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317) independent director
Independent opinions on relevant matters of the company
As an independent director of Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317) (hereinafter referred to as the “company”), we have carefully and carefully studied in accordance with the relevant provisions of the guiding opinions on the establishment of independent director system in listed companies, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and the articles of association of the company, The independent opinions on relevant matters considered at the 16th meeting of the seventh board of directors are as follows:
1、 Independent opinions on adjusting the purpose of repurchased shares
After verification, in accordance with the relevant provisions of the Listing Rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 9 – repurchase of shares, the articles of association and other relevant provisions, in order to further enhance the sense of responsibility and mission of the company’s key managers and core technical (business) personnel to realize the sustainable and healthy development of the company, Improve the company’s incentive and restraint mechanism, effectively combine the interests of shareholders, the company and core employees, ensure the realization of the company’s development objectives, and adjust the matters related to the purpose of repurchasing the company’s shares.
In addition to the adjustment of the company’s shares repurchased in the board of directors, there is no difference between the company’s repurchase related matters and the disclosed plan on repurchasing the company’s shares, the report on repurchasing the company’s shares and the announcement on the adjustment of repurchasing the company’s shares, Comply with the relevant provisions of laws and regulations such as the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 9 – share repurchase and the stock listing rules of Shenzhen Stock Exchange, and there is no situation that damages the interests of the company and shareholders.
Agree to adjust the purpose of share repurchase this time.
2、 Independent opinions on Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317) 2022 restricted stock incentive plan (Draft) and its abstract
For the Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317) 2022 restricted stock incentive plan (Draft) and its summary to be implemented (hereinafter referred to as the “incentive plan”), after verification:
1. It is not found that the company is prohibited from implementing the equity incentive plan as stipulated in the administrative measures for equity incentive of listed companies (hereinafter referred to as the “administrative measures”) and other laws, regulations and normative documents
Securities code: 002317 independent opinions of independent directors
Have the subject qualification to implement the equity incentive plan.
2. The incentive objects to be granted by the company’s restricted stock incentive plan do not have the situation that they have been identified as inappropriate candidates by the stock exchange in the last 12 months; There is no situation in which the CSRC and its dispatched offices have identified them as inappropriate candidates in the last 12 months; There are no cases in which the CSRC and its dispatched offices have imposed administrative penalties or taken market entry prohibition measures for major violations of laws and regulations in the last 12 months; There is no case that the company is not allowed to participate in the equity incentive of listed companies according to laws and regulations. The granted incentive objects meet the conditions of incentive objects specified in the management measures and the scope of incentive objects specified in the company’s incentive plan. Their qualification as the subject of incentive objects granted in the company’s incentive plan is legal and effective.
3. The contents of the company’s incentive plan comply with the provisions of relevant laws, regulations and normative documents such as the company law, the securities law, the administrative measures and so on; The granting and lifting of restrictions on the sale of restricted shares to each incentive object (including the amount of grant, date of grant, conditions of grant, price of grant, period of restriction, conditions of lifting restrictions and other matters) did not violate the provisions of relevant laws, regulations and normative documents, and did not infringe the interests of the company and all shareholders.
4. The company has no plans or arrangements to provide loans, loan guarantees or any other financial assistance to the incentive objects.
5. The company’s implementation of equity incentive plan is conducive to further improve the corporate governance structure, improve the company’s incentive mechanism, enhance the company’s management team and business backbone’s sense of responsibility and mission for the sustainable and healthy development of the company, is conducive to the sustainable development of the company and will not damage the interests of the company and all shareholders.
To sum up, we unanimously agree that the company will implement this equity incentive plan and agree to submit it to the first extraordinary general meeting of shareholders in 2022 for deliberation.
3、 Independent opinions on the scientificity and rationality of the indicators set in this restricted stock incentive plan. According to the management measures for the implementation and evaluation of Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317) 2022 restricted stock incentive plan formulated by the company, the evaluation indicators of the company’s restricted stock incentive plan are divided into two levels, including company level performance evaluation and individual level performance evaluation.
After fully considering the industry characteristics, market competition, company development planning and other factors, the company selects the growth rate of operating revenue or net profit as the performance evaluation index at the company level. The two indicators reflect the company’s growth and profitability respectively, and can effectively measure the company’s market share and operation. The determination of specific objectives comprehensively considers the macroeconomic environment, industry development, market competition and the company’s future development plan, as well as the realization possibility and incentive effect on the company’s employees.
Securities code: 002317 independent opinions of independent directors
In addition to the performance appraisal at the company level, the company has also set up a strict performance and performance appraisal system for individuals, which can make a more accurate and comprehensive comprehensive evaluation of the work performance of incentive objects. The company will determine whether the individual incentive object meets the conditions for lifting the sales restriction according to the annual performance evaluation results of the incentive object.
In conclusion, we believe that the assessment system of the company’s incentive plan is comprehensive, comprehensive and operable, the setting of assessment indicators is scientific and reasonable, and has a binding effect on Incentive objects, which can achieve the assessment purpose of the incentive plan. We agree to submit it to the company’s first extraordinary general meeting in 2022 for deliberation. 4、 Independent opinions on matters related to the company’s employee stock ownership plan in 2022
1. The content of the company’s employee stock ownership plan in 2022 complies with the relevant provisions of the company law, the securities law, the guiding opinions on the pilot implementation of employee stock ownership plan by listed companies, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, as well as other relevant laws and regulations, normative documents and the articles of association, The opinions of employees were solicited before the launch of the plan. There was no situation that damaged the interests of the company and the legitimate rights and interests of all shareholders, especially minority shareholders, or forced employees to participate in the plan by means of apportionment and forced distribution;
2. The company’s implementation of the employee stock ownership plan is conducive to improving the level of corporate governance, improving the company’s salary incentive mechanism, fully mobilizing the enthusiasm of employees and realizing the long-term sustainable development of the enterprise;
3. The implementation of the employee stock ownership plan is based on the principle of legal compliance, voluntary participation and risk bearing, and there is no violation of laws and regulations;
4. Related directors have avoided voting on relevant proposals in accordance with relevant laws and regulations and the relevant provisions of the articles of association, which shall be deliberated and voted by non related directors. The decision-making procedures of the board of directors of the company for reviewing the proposals related to the employee stock ownership plan comply with the relevant provisions of laws, regulations, normative documents and the articles of association.
In conclusion, we agree that the company will implement the employee stock ownership plan in 2022, and agree to submit the draft and summary of the stock ownership plan and other documents to the first extraordinary general meeting of shareholders in 2022 for deliberation.
Independent director: Deng Yanlin, Ruichao, Wu Qinggong
February 11, 2002
