Securities abbreviation: Shanghai Aladdin Biochemical Technology Co.Ltd(688179) securities code: 688179
Shanghai Rongzheng Investment Consulting Co., Ltd
about
Shanghai Aladdin Biochemical Technology Co.Ltd(688179)
Restricted stock incentive plan 2021
Matters related to reservation 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 12 I. interpretation
Shanghai Aladdin Biochemical Technology Co.Ltd(688179) , the company and the public refer to Shanghai Aladdin Biochemical Technology Co.Ltd(688179)
Company, listed company
This incentive plan and this plan refer to Shanghai Aladdin Biochemical Technology Co.Ltd(688179) 2021 restricted stock incentive plan (Draft)
Restricted stock and the second category refer to the shares of the company obtained and registered by the incentive objects who meet the conditions of the incentive plan after meeting the restricted stock documents of the corresponding attribution article
Incentive objects refer to important business and technical personnel who obtain restricted shares in accordance with the provisions of this incentive plan.
Grant date refers to the date on which the company grants restricted shares to incentive objects
The grant price refers to the price of each restricted stock granted by the company to the incentive object
Validity period refers to 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
Attribution refers to the behavior of a listed company to register its shares in the account of the incentive object after the restricted stock incentive object meets the benefit conditions
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
Vesting date refers to the date on which the authorized shares are registered after the restricted stock incentive object meets the benefit conditions. It must be the trading day
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 Aladdin Biochemical Technology Co.Ltd(688179) articles of association
CSRC refers to the China Securities Regulatory Commission
Stock exchange refers to Shanghai Stock Exchange
Yuan and 10000 yuan refer to RMB yuan and 10000 yuan
Note: 1. Unless otherwise specified, the financial data and financial indicators quoted in this draft refer to the financial data in the consolidated statement and the financial indicators calculated based on such financial data.
2. In this draft, the difference in the mantissa between the sum of some total numbers and each detailed number is caused by rounding.
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 Aladdin Biochemical Technology Co.Ltd(688179) . All parties involved in the plan have assured 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 false records, misleading statements or major omissions, and their legitimacy, 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 expresses opinions on whether the restricted stock grant is fair and reasonable to Shanghai Aladdin Biochemical Technology Co.Ltd(688179) shareholders, the impact on shareholders' rights and interests and the continuous operation of the listed company, does not constitute any investment suggestions for Shanghai Aladdin Biochemical Technology Co.Ltd(688179) , and does not bear any responsibility for the possible risks arising from any investment decisions made by investors based on 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 reserved 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 the independent financial adviser (I) approval procedures of the restricted stock incentive plan
Shanghai Aladdin Biochemical Technology Co.Ltd(688179) the 2021 restricted stock incentive plan has fulfilled the necessary approval procedures:
1. On November 11, 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, and the proposal on the company's assessment and management method for the implementation of the restricted stock incentive plan in 2021 Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive. 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 16th meeting of the third board of supervisors, deliberated and adopted the proposal on the company's 2021 restricted stock incentive plan (Draft) and its summary, the proposal on the measures for the implementation and assessment of the company's 2021 restricted stock incentive plan, and the proposal on verifying the list of incentive objects of the company's 2021 restricted stock incentive plan. The board of supervisors of the company issued verification opinions on the incentive plan.
2. On November 12, 2021, the company posted on the website of Shanghai Stock Exchange (www.sse. Com. CN.) Disclosed the Shanghai Aladdin Biochemical Technology Co.Ltd(688179) announcement on the public solicitation of entrusted voting rights by independent directors (Announcement No.: 2021-053). According to the entrustment of other independent directors of the company, Mr. Huang zunshun, as the collector, solicited voting rights from all shareholders of the company on the proposals related to the 2021 fixed-term stock incentive plan deliberated at the second extraordinary general meeting of shareholders in 2021.
3. From November 12, 2021 to November 22, 2021, the company publicized the list of proposed incentive objects internally. 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 November 23, 2021, the company posted on the website of Shanghai Stock Exchange (www.sse. Com. CN.) Disclosed the announcement and verification opinions of the Shanghai Aladdin Biochemical Technology Co.Ltd(688179) board of supervisors on the list of incentive objects of the company's restricted stock incentive plan in 2021 (Announcement No.: 2021-057).
4. On November 29, 2021, the company held the second extraordinary general meeting of shareholders in 2021, deliberated and passed the proposal on the company's 2021 restricted stock incentive plan (Draft) and its summary, and the proposal on the measures for the implementation and assessment of the company's 2021 restricted stock incentive plan Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive. The company's implementation of the incentive plan is approved by the general meeting of shareholders, and the board of directors is authorized to determine the grant date of restricted shares, grant restricted shares to incentive objects when incentive objects meet the conditions, and handle all matters necessary for the grant of restricted shares.
5. On November 30, 2021, the company posted on the website of Shanghai Stock Exchange (www.sse. Com. CN.) Disclose the Shanghai Aladdin Biochemical Technology Co.Ltd(688179) self inspection report on the trading of the company's shares by insiders of the restricted stock incentive plan in 2021 (Announcement No.: 2021-059).
6. On December 6, 2021, the company held the 21st Meeting of the third board of directors and the 17th meeting of the third board of supervisors, deliberated and adopted the proposal on adjusting the matters related to the incentive plan of restricted shares in 2021 and the proposal on granting restricted shares to incentive objects for the first time. The independent directors of the company expressed independent opinions on the first grant, believing that the conditions for the first grant have been met, the subject qualification of the incentive object granted for the first time is legal and valid, and the determined first grant date complies with relevant regulations. The board of supervisors issued verification opinions on the list of incentive objects on the first grant date.
7. On February 16, 2022, the company held the 22nd Meeting of the third board of directors and the 18th meeting of the third board of supervisors, deliberated and adopted the proposal on reserving and granting restricted shares to incentive objects. The independent directors of the company expressed independent opinions on the reserved grant matters, and believed that the reserved grant conditions had been achieved, the subject qualification of the incentive object of the reserved grant was legal and valid, and the determined reserved grant date met the relevant provisions. The board of supervisors issued verification opinions on the list of incentive objects reserved for the grant date.
In conclusion, the independent financial adviser believes that as of the date of issuance of this report, Shanghai Aladdin Biochemical Technology Co.Ltd(688179) 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 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 second extraordinary general meeting of shareholders in 2021. (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:
(I) 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.
(II) 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 Aladdin Biochemical Technology Co.Ltd(688179) 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 restricted shares
1. Reserved grant date: February 16, 2022
2. Number of reserved grants: 250000 shares, accounting for 0.25% of the current total share capital of the company of 100.9334 million shares 3. Number of reserved grants: 29
4. Reserved grant price: 40 yuan / share
The reserved grant price is consistent with the first grant price.
The average transaction price of the first trading day before the announcement of the draft incentive plan is 66.11 yuan / share, and the grant price accounts for 61% of the average transaction price of the first trading day;
The average transaction price in the 20 trading days before the announcement of the draft incentive plan is 68.32 yuan / share, and the grant price accounts for 59% of the average transaction price in the first 20 trading days.
Before the announcement date of the draft incentive plan
