Shanghai Xingong Yihe Enterprise Management Consulting Co., Ltd
about
Guangdong Vtr Bio-Tech Co.Ltd(300381)
Restricted stock incentive plan for 2021
Matters related to reserved grant of restricted shares
of
Independent financial advisor Report
Independent financial advisor:
February, 2002
catalogue
Chapter one states that three
Chapter II interpretation five
Chapter III basic assumptions Chapter IV main contents of restricted stock incentive plan 8 I. stock source of this incentive plan 8 II. Number of restricted shares to be granted 8 III. validity period, grant date, ownership arrangement and lock up period of restricted stock incentive plan 8 IV. grant price and determination method of restricted shares V. vesting and vesting conditions of restricted shares Vi. other contents of restricted stock plan Chapter V approval procedures for the implementation of this restricted stock incentive plan Chapter VI reserved grant of restricted shares 19 I. specific conditions of reserved grant of restricted shares 19 Chapter VII description of the conditions of this restricted stock Grant 21 I. conditions for granting restricted shares 21 II. Description of the board of directors on the achievement of the grant conditions 21 Chapter VIII verification opinions of independent financial advisers twenty-two
Chapter I declaration
Shanghai Xingong Yihe Enterprise Management Consulting Co., Ltd. (hereinafter referred to as “Xingong Yihe”) is entrusted to act as the independent financial consultant (hereinafter referred to as “the independent financial consultant”) of the restricted stock incentive plan (hereinafter referred to as “the incentive plan”) of Guangdong Vtr Bio-Tech Co.Ltd(300381) (hereinafter referred to as “the listed company”, “the company”) and prepare this report. The independent financial adviser’s report is in accordance with the relevant provisions of the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of equity incentive of listed companies, the Listing Rules of Shenzhen Stock Exchange on the gem, the guide for business handling of companies listed on the gem No. 5 – equity incentive and other laws, regulations and normative documents, On the basis of relevant information provided by Guangdong Vtr Bio-Tech Co.Ltd(300381) , issue independent financial advisory opinions for the reference of all shareholders and relevant parties of Guangdong Vtr Bio-Tech Co.Ltd(300381) .
1. The documents and materials on which the independent financial adviser’s report is based are provided by Guangdong Vtr Bio-Tech Co.Ltd(300381) , Guangdong Vtr Bio-Tech Co.Ltd(300381) has assured the independent financial adviser that the relevant information about the equity incentive provided by it is true, accurate and complete, and that there are no false records, misleading statements or major omissions in such information.
2. Based on the principle of diligence, prudence and due diligence to all shareholders of the listed company, and based on the principle of objectivity and impartiality, the independent financial advisor has conducted due diligence on the equity incentive matters, and has sufficient reasons to believe that there is no material difference between the professional opinions expressed and the documents disclosed by the listed company. And be responsible for the authenticity, accuracy and completeness of the independent financial adviser’s report.
3. The opinions expressed by the independent financial adviser are based on the following assumptions: there are no significant changes in the current national laws and regulations, and there are no significant changes in the national policies and market environment of the industry in which the listed company is located; There is no significant change in the social and economic environment of the region where the listed company is located; The documents provided by Guangdong Vtr Bio-Tech Co.Ltd(300381) and relevant parties are true, accurate and complete; All parties involved in this restricted stock plan can fully perform all obligations in good faith and in accordance with the terms of the incentive plan and relevant agreements; The incentive plan can be approved by the competent department without other obstacles and can be completed smoothly; There are no significant changes in the accounting policies and accounting systems currently implemented in this incentive plan; There are no significant adverse effects caused by other force majeure and unpredictable factors.
4. The independent financial advisor has no relationship with the listed company. The independent financial advisor issues an independent financial advisor report on this incentive plan in full accordance with the principles of objectivity and impartiality. At the same time, the independent financial adviser urges investors to carefully read the information publicly disclosed by relevant listed companies such as the Guangdong Vtr Bio-Tech Co.Ltd(300381) 2021 restricted stock incentive plan.
5. 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.
6. The independent financial advisor reminds investors that this report aims to express professional opinions on the feasibility of the incentive plan, the rationality of the grant price, whether it is conducive to the sustainable development of the listed company, whether it damages the interests of the listed company and the impact on the interests of shareholders, and does not constitute any investment suggestions for Guangdong Vtr Bio-Tech Co.Ltd(300381) , The independent financial advisor shall not bear any responsibility for the risks that may arise from any investment decision made by the investor according to this report.
Chapter II interpretation
In this independent financial adviser’s report, unless the context specifies, the following abbreviations have the following meanings:
Interpretation item interpretation content
Guangdong Vtr Bio-Tech Co.Ltd(300381) . Listed companies and companies refer to Guangdong Vtr Bio-Tech Co.Ltd(300381)
Restricted stock incentive plan and this incentive plan refer to the restricted stock incentive plan of Guangdong Vtr Bio-Tech Co.Ltd(300381) 2021
Refers to the independent financial advisory report of Shanghai Xingong Yihe Enterprise Management Consulting Co., Ltd. on matters related to the reservation and grant of restricted shares in the 2021 restricted stock incentive plan of guangben report and this independent financial advisory report of East Guangdong Vtr Bio-Tech Co.Ltd(300381) Biotechnology Co., Ltd
Independent financial consultant and Xingong Yihe refers to Shanghai Xingong Yihe Enterprise Management Consulting Co., Ltd
Restricted shares and class II restricted shares refer to the shares of the company obtained and registered by incentive objects who meet the grant conditions of the incentive plan after meeting the corresponding benefit conditions
It refers to the senior managers, core middle managers, core technical and business personnel of the company’s incentive objects (including branches and subsidiaries) who obtain restricted shares in accordance with the provisions of this incentive plan, as well as other employees that the board of Directors considers should be encouraged
The grant date refers to the date on which the company grants restricted shares to the incentive object, and the grant date must be the trading day
The grant price refers to the price determined by the company when granting restricted shares to the incentive object and the incentive object obtains the shares of the company
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
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
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
The term of validity refers to the period from the date of the grant of restricted shares to the date when all the restricted shares granted to the incentive object are vested or invalid
CSRC refers to the China Securities Regulatory Commission
Stock exchange refers to Shenzhen Stock Exchange
China Securities Depository and Clearing Corporation refers to Shenzhen Branch of China Securities Depository and Clearing Corporation Limited
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 Shenzhen Stock Exchange gem
Business management guide refers to business management guide for companies listed on GEM No. 5 – equity incentive
Articles of association means the Guangdong Vtr Bio-Tech Co.Ltd(300381) articles of association
The company’s assessment management measures refer to the assessment management measures for the implementation of Guangdong Vtr Bio-Tech Co.Ltd(300381) 2021 restricted stock incentive plan
Yuan / 10000 yuan refers to RMB yuan / 10000 yuan, the legal currency unit of the people’s Republic of China
Chapter III basic assumptions
The independent financial advisor’s report is based on the following basic assumptions:
(I) there is no significant change in the current relevant national laws, regulations and policies;
(II) the materials and information provided and publicly disclosed by Guangdong Vtr Bio-Tech Co.Ltd(300381) are true, accurate and complete;
(III) there are no other obstacles to the equity incentive plan, and all agreements involved can be effectively approved and finally completed on schedule;
(IV) all parties involved in the implementation of the equity incentive plan can fully perform all their obligations in accordance with the plan of the equity incentive plan and the terms of relevant agreements in accordance with the principle of good faith;
(V) there is no significant adverse effect caused by other force majeure.
Chapter IV main contents of restricted stock incentive plan
Guangdong Vtr Bio-Tech Co.Ltd(300381) this restricted stock incentive plan was drafted by the remuneration and assessment committee under the board of directors of the listed company, which was deliberated and adopted at the 53rd meeting of the sixth board of directors and the first extraordinary general meeting of shareholders in 2021.
1、 Stock source of this incentive plan
The incentive form adopted in this incentive plan is the second type of restricted stock. The stock source is the company’s RMB A-share common stock issued by the company to the incentive object.
2、 Number of restricted shares to be granted
The number of restricted shares to be granted to the incentive objects in the incentive plan is 8 million shares, accounting for 1.63% of the total share capital of 490060069 shares on the announcement date of the draft incentive plan. 7.2 million class II restricted shares were granted for the first time, accounting for 1.47% of the total share capital of the company on the announcement date of the draft incentive plan and 90.00% of the total number of restricted shares to be granted in the incentive plan; 800000 class II restricted shares are reserved, accounting for 0.16% of the total share capital of the company on the announcement date of the draft incentive plan and 10.00% of the total number of restricted shares to be granted in the incentive plan.
As of the announcement date of the draft incentive plan, the total number of subject shares involved in the equity incentive plan within the whole validity period of the company has not exceeded 20.00% of the total share capital of the company when the incentive plan was submitted to the general meeting of shareholders. The number of shares of the company granted by any incentive object in the incentive plan through the equity incentive plan within the whole validity period shall not exceed 1.00% of the total share capital of the company.
3、 Validity period, grant date, ownership arrangement and lock up period of restricted stock incentive plan
(I) period of validity
The validity period of this incentive plan is from the date of granting restricted shares to the date when all the restricted shares granted to the incentive object are vested or invalid, and the longest period shall not exceed 48 months.
(II) grant date
After the incentive plan is reviewed and approved by the general meeting of shareholders of the company, the company will convene the board of directors to grant rights and interests to the incentive objects in accordance with relevant regulations within 60 days, and complete the announcement and other relevant procedures. If the company fails to complete the above work within 60 days, it shall timely disclose the reasons for the failure and announce the termination of the incentive plan. According to the provisions of the administrative measures, business handling guidelines and other regulations, the period during which rights and interests cannot be granted shall not be counted within 60 days. The grant date shall be determined by the board of directors of the company after the incentive plan is deliberated and approved by the general meeting of shareholders of the company. The grant date must be a trading day. If the date determined according to the above principles is a non trading day, the grant date shall be postponed to the first trading day thereafter.
(III) ownership arrangement
The restricted shares granted under this incentive plan will be granted after 12 months from the date of grant (the time limit for grant is reserved)
