Securities code: 688336 securities abbreviation: Sunshine Guojian Pharmaceutical(Shanghai) Co.Ltd(688336) Shanghai Rongzheng Investment Consulting Co., Ltd
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Sunshine Guojian Pharmaceutical(Shanghai) Co.Ltd(688336) matters reserved for granting restricted stock incentive plan of Pharmaceutical (Shanghai) Co., Ltd. in 2021
Independent financial advisor Report
February 2022
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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, Sunshine Guojian Pharmaceutical(Shanghai) Co.Ltd(688336) : refers to Sunshine Guojian Pharmaceutical(Shanghai) Co.Ltd(688336) Pharmaceutical (Shanghai) Co., Ltd. 2. Equity incentive plan, restricted stock incentive plan, this incentive plan and this plan: refer to the 2021 restricted stock incentive plan (Draft) of Sunshine Guojian Pharmaceutical(Shanghai) Co.Ltd(688336) Pharmaceutical (Shanghai) 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 issued share capital of the company at the time of deliberation and approval of the plan by the shareholders’ meeting: 4. 5. Incentive object: the core technical personnel of the company who can obtain restricted shares and other personnel deemed necessary by the board of directors 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 grant 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 Articles of association: refers to the articles of association of Sunshine Guojian Pharmaceutical(Shanghai) Co.Ltd(688336) Pharmaceutical (Shanghai) Co., Ltd CSRC: refers to the China Securities Regulatory Commission. 18. Stock Exchange: refers to Shanghai Stock Exchange. 19. Self regulatory guidelines: self regulatory guidelines for listed companies on the science and Innovation Board No. 4 – disclosure of equity incentive information 20 Yuan: refers to RMB yuan.
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 Sunshine Guojian Pharmaceutical(Shanghai) Co.Ltd(688336) . 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 Sunshine Guojian Pharmaceutical(Shanghai) Co.Ltd(688336) shareholders, the impact on shareholders’ rights and interests and the sustainable operation of the listed company, does not constitute any investment suggestions for Sunshine Guojian Pharmaceutical(Shanghai) Co.Ltd(688336) , 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 consultant requests all shareholders of the listed company to carefully read the relevant information about the restricted stock incentive plan 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 matters involved in the restricted stock 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, relevant resolutions of the board of directors and the general meeting of shareholders Financial reports of relevant companies, production and operation plans of the company, and effective communication with relevant personnel of listed companies. On this basis, this independent financial consultant report is issued, and is 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
Sunshine Guojian Pharmaceutical(Shanghai) Co.Ltd(688336) the 2021 restricted stock incentive plan of Pharmaceutical (Shanghai) Co., Ltd. has fulfilled the necessary approval procedures:
1. On February 8, 2021, the company held the 20th meeting of the third board of directors, which deliberated and adopted the proposal on the company’s restricted stock incentive plan in 2021 (Draft) and its summary The proposal on the management measures for the implementation and assessment of the company’s restricted stock incentive plan in 2021 and the proposal on submitting to the general meeting of shareholders of the company to authorize the board of directors to handle matters related to the restricted stock incentive plan in 2021. 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 10th meeting of the third session of the board of supervisors, deliberated and adopted the proposal on the company’s restricted stock incentive plan in 2021 (Draft) and its summary, the proposal on the company’s measures for the assessment and management of the implementation of the restricted stock incentive plan in 2021, and the proposal on verifying the list of incentive objects of the company’s restricted stock incentive plan in 2021, The board of supervisors of the company verified the relevant matters of the incentive plan and issued relevant verification opinions.
2. From February 9, 2021 to February 18, 2021, the company publicized the names and positions of the incentive objects to be granted for the first time in the incentive plan in the company’s internal OA system. 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 22, 2021, 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 of the company’s restricted stock incentive plan in 2021 (Announcement No.: 2021-008). 3. On February 24, 2021, the company held the first extraordinary general meeting of shareholders in 2021, deliberated and passed the proposal on the company’s restricted stock incentive plan in 2021 (Draft) and its summary, and the proposal on the company’s assessment and management measures for the implementation of the restricted stock incentive plan in 2021 Proposal on requesting the general meeting of shareholders of the company to authorize the board of directors to handle matters related to the restricted stock incentive plan in 2021. On February 25, 2021, the company posted on the website of Shanghai Stock Exchange (www.sse. Com. CN.) Disclose the self inspection report on the trading of company shares by insiders and incentive objects of the restricted stock incentive plan in 2021 (Announcement No.: 2021-010).
4. On April 8, 2021, the company held the 22nd Meeting of the third board of directors and the 18th meeting of the third board of supervisors, and deliberated and adopted the proposal on adjusting the list and number of incentive objects granted for the first time in the 2021 restricted stock incentive plan and the proposal on granting restricted shares to incentive objects for the first time. The independent directors of the company expressed independent opinions on this matter and believed that the granting conditions had been met, the subject qualification of the incentive object granted for the first time was legal and valid, and the determined first granting date met the relevant provisions. The board of supervisors verified the list of incentive objects on the first grant date and issued verification opinions.
5. On February 16, 2022, the company held the fifth meeting of the Fourth Board of directors and the third meeting of the Fourth Board of supervisors, deliberated and adopted the proposal on granting some restricted shares reserved in the 2021 restricted stock incentive plan to incentive objects. The independent directors of the company expressed independent opinions on this matter and believed that the grant conditions had been met, the subject qualification of the incentive object reserved for grant was legal and valid, and the determined reserved grant date met the relevant provisions. The board of supervisors verified the list of incentive objects reserved for the grant date and issued verification opinions.
In conclusion, the independent financial adviser believes that as of the date of issuance of this report, Sunshine Guojian Pharmaceutical(Shanghai) Co.Ltd(688336) the reserved restricted shares granted to incentive objects have 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 deliberated and approved by the company’s first extraordinary general meeting of shareholders in 2021. (III) description of the conditions of this restricted stock grant
According to the provisions of the grant conditions in 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, Sunshine Guojian Pharmaceutical(Shanghai) Co.Ltd(688336) and its incentive objects have not been under any of the above circumstances, and the reserved grant conditions of the company’s restricted stock incentive plan have been met. (IV) the granting of some restricted shares reserved this time
1. Grant date: February 16, 2022;
2. Number of shares granted: 427100 shares, accounting for 0.0693% of the current total share capital of 61621413 shares; 3. Number of persons granted: 33;
4. Grant price: 4 yuan / share;
5. Stock source: the company issues A-share common stock to the incentive object.
6. Validity period, vesting period, vesting arrangement and lock up period of the incentive plan
(1) The validity period of the incentive plan shall be no more than 64 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 objects meet the corresponding vesting conditions. The vesting date must be the trading day. If the incentive objects are directors and senior managers before vesting, the restricted shares obtained shall not be vested in 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.
If relevant laws, administrative regulations and departmental rules have other provisions on the period that cannot be attributed, the relevant provisions shall prevail.
The ownership proportion of each batch of restricted shares reserved for grant in the incentive plan is arranged 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 reserved grant of restricted shares
The first vesting date of the ticket to the last 50% within 24 months from the date of reservation grant
End of next trading day
The first transaction after 24 months from the date of reserved grant of restricted shares
The second vesting date of the ticket to the last day of 36 months from the date of reservation and grant
