China Resources Sanjiu Medical & Pharmaceutical Co.Ltd(000999) independent director
Independent opinions on the company’s 2021 restricted stock incentive plan (Revised Draft) and its summary and other related matters
As an independent director of China Resources Sanjiu Medical & Pharmaceutical Co.Ltd(000999) (hereinafter referred to as ” China Resources Sanjiu Medical & Pharmaceutical Co.Ltd(000999) ” or “the company”) in accordance with the guiding opinions on the establishment of independent director system in listed companies, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange, the measures for the administration of equity incentive of listed companies (hereinafter referred to as “the management measures”) and the articles of association, The following independent opinions on the matters related to the company’s restricted stock incentive plan in 2021 considered at the third meeting of the board of directors in 2022:
1. The company is not prohibited to implement the equity incentive plan as stipulated in the administrative measures, the Trial Measures for the implementation of equity incentive by state-owned holding listed companies (domestic) (Guo Zi FA FA FA FA Fa [2006] No. 175) (hereinafter referred to as the “Trial Measures”) and other laws, regulations and normative documents. The company has the subject qualification to implement the equity incentive plan. 2. The determination basis and scope of the incentive objects proposed in the company’s restricted stock incentive plan comply with the provisions of relevant laws, regulations, rules and normative documents on participation qualifications.
3. The contents and review procedures of the company’s restricted stock incentive plan for 2021 (Revised Draft) and its abstract comply with the company law, the securities law, the Trial Measures for the implementation of equity incentive by state-owned holding listed companies (within China) and the notice on issues related to regulating the implementation of equity incentive system by state-controlled listed companies According to the provisions of relevant laws, regulations and normative documents such as the guidelines for the implementation of equity incentive by listed companies controlled by central enterprises and the administrative measures, there is no violation of the provisions of relevant laws and regulations on the granting and lifting of restricted shares of incentive objects, and there is no damage to the interests of the company and all shareholders.
4. The company has no plans or arrangements to provide loans, loan guarantees and other forms of financial assistance for incentive objects.
5. The company’s implementation of equity incentive plan is conducive to further establish and improve the company’s long-term incentive and restraint mechanism, deal with the fierce competition in the pharmaceutical industry, fully mobilize the enthusiasm of the company’s core technical talents and management backbone, and will not damage the interests of the company and all shareholders.
6. The assessment system of the equity incentive plan is comprehensive, comprehensive and operable, and the setting of assessment indicators is scientific and reasonable. At the same time, it has a restrictive effect on the incentive object, which can achieve the assessment purpose of the incentive plan.
7. Related directors have avoided voting on relevant proposals in accordance with the company law, securities law, administrative measures and other laws, regulations, rules and normative documents, as well as the relevant provisions of the articles of association, which shall be deliberated and voted by non related directors. In conclusion, we believe that the company’s implementation of this restricted stock incentive plan is conducive to the sustainable and healthy development of the company and the formation of a long-term incentive mechanism for core talents. There is no situation that damages the interests of the company and all shareholders, especially minority shareholders. We agree to the company’s restricted stock incentive plan and agree to submit the matter to the general meeting of shareholders for deliberation. Independent directors: Yao Xingtian, Tu Pengfei, Xu Fang, Liu Junyong February 15, 2002
