Securities code: 688131 securities abbreviation: Shanghai Haoyuan Chemexpress Co.Ltd(688131) Shanghai Rongzheng Investment Consulting Co., Ltd
about
Shanghai Haoyuan Chemexpress Co.Ltd(688131)
Restricted stock incentive plan for 2022
First grant
of
Independent financial advisor Report
February 2022
catalogue
1、 Interpretation 3 II. Statement 4 III. basic assumptions 5 IV. opinions of independent financial adviser 6 v. documents for future reference and consultation methods 11 I. interpretation 1 Listed company, company, Shanghai Haoyuan Chemexpress Co.Ltd(688131) : refers to Shanghai Haoyuan Chemexpress Co.Ltd(688131) . 2. Equity incentive plan, restricted stock incentive plan, this incentive plan and this plan: refer to the 2022 restricted stock incentive plan of Shanghai Haoyuan Pharmaceutical 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 objects: managers, technical (business) backbone and high potential personnel who obtain restricted shares in accordance with the provisions of the 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 the first grant of 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 restricted stock incentive plan is established, and the incentive object 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 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 Listing Rules: refers to the Listing Rules of Shanghai Stock Exchange on the science and innovation board 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 17 Articles of association: refers to the Shanghai Haoyuan Chemexpress Co.Ltd(688131) articles of association CSRC: refers to the China Securities Regulatory Commission. 19. Stock Exchange: refers to Shanghai Stock Exchange. 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 Shanghai Haoyuan Chemexpress Co.Ltd(688131) . 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 restricted stock incentive plan is fair and reasonable to Shanghai Haoyuan Chemexpress Co.Ltd(688131) shareholders, the impact on shareholders’ rights and interests and the sustainable operation of the listed company, does not constitute any investment suggestions for Shanghai Haoyuan Chemexpress Co.Ltd(688131) , 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 advisor requests all shareholders of the listed company to carefully read the relevant information about the restricted stock grant 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 first grant of restricted shares, carefully reviewed relevant materials, and effectively communicated with relevant personnel of the listed company. On this basis, the independent financial adviser has issued this report, And be responsible for the authenticity, accuracy and completeness of the report.
The independent financial adviser’s report is prepared in accordance with the requirements of the company law, securities law, administrative measures, listing rules and other laws, regulations and normative documents, 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
Shanghai Haoyuan Chemexpress Co.Ltd(688131) the 2022 restricted stock incentive plan has fulfilled the necessary approval procedures:
1. On January 26, 2022, the company held the second meeting of the third board of directors, which deliberated and adopted the proposal on the company’s 2022 restricted stock incentive plan (Draft) and its summary The proposal on the management measures for the implementation and assessment of the company’s restricted stock incentive plan in 2022 and the proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to the restricted stock incentive plan. 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 second meeting of the third board of supervisors, deliberated and adopted the proposal on the company’s 2022 restricted stock incentive plan (Draft) and its summary The board of supervisors of the company verified the relevant matters of the incentive plan and issued relevant verification opinions in the proposal on the management measures for the implementation and assessment of the company’s restricted stock incentive plan in 2022 and the proposal on verifying the list of incentive objects first granted by the company’s restricted stock incentive plan in 2022.
2. From January 27, 2022 to February 5, 2022, the company publicized the names and positions of the incentive objects to be 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 February 10, 2022, the company posted on the website of Shanghai Stock Exchange (www.sse. Com. CN.) Disclosed the announcement and verification opinions of the board of supervisors on the list of incentive objects first granted by the company’s restricted stock incentive plan in 2022 (Announcement No.: 2022-014).
3. On February 15, 2022, the company held the third extraordinary general meeting of shareholders in 2022, deliberated and passed the proposal on the company’s 2022 restricted stock incentive plan (Draft) and its summary, and the proposal on the measures for the implementation and assessment of the company’s 2022 restricted stock incentive plan Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the restricted stock incentive plan. On February 16, 2022, the company posted on the website of Shanghai Stock Exchange (www.sse. Com. CN.) Disclose the self inspection report on the trading of shares of the company by insiders and incentive objects of the restricted stock incentive plan in 2022 (Announcement No.: 2022-016).
4. On February 15, 2022, the third session of the board of supervisors held the third session of the third session of the board of directors on the granting of restricted shares. The independent directors of the company expressed independent opinions on this matter and believed that the conditions for the first grant had been met, the subject qualification of the incentive object granted for the first time was legal and valid, and the determined first grant date met the relevant provisions. The board of supervisors verified the list of incentive objects on the first grant date and issued verification opinions.
In conclusion, the independent financial adviser believes that as of the date of issuance of this report, Shanghai Haoyuan Chemexpress Co.Ltd(688131) 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, self regulatory guidelines 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
The content of this grant is consistent with the relevant content of the incentive plan approved by the third 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, Shanghai Haoyuan Chemexpress Co.Ltd(688131) 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. Grant date: February 15, 2022;
2. Number of shares granted: 800000 shares, accounting for 1.08% of the current total share capital of 74342007 shares; 3. Number of persons granted: 221;
4. Grant price: 110 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, listed and circulated 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 annual report and semi annual 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 quarterly report, performance forecast and performance express;
③ From the date of major events that may have a great impact on the trading price of the company’s securities and their derivatives or in the process of decision-making to the date of disclosure according to law;
④ Other periods prescribed by the CSRC and the Shanghai Stock Exchange.
The ownership proportion of each batch of restricted shares granted for the first time by the incentive plan is as follows:
The proportion of the number of vested rights and interests in the total amount of granted rights and interests
The first transaction after 12 months from the date of the first grant of restricted shares
The first vesting date of the ticket to the last 30% within 24 months from the date of the first grant
End of next trading day
The first transaction after 24 months from the date of the first grant of restricted shares
The second vesting date of the ticket to the last 30% within 36 months from the date of the first grant
End of next trading day
The first transaction after 36 months from the date of the first grant of restricted shares
40% from the third vesting date to the last 48 months from the date of the first grant
End of next trading day
The restricted shares granted to the incentive object under the incentive plan shall not be transferred or used for guarantee before vesting
Or repay debts. The restricted shares granted to the incentive object but not yet vested shall be increased due to the conversion of capital reserve
The shares increased under the circumstances of this Agreement and share offering shall be subject to the vesting conditions at the same time, and shall not be transferred before vesting
