Company abbreviation: Shandong Xinhua Pharmaceutical Company Limited(000756) securities code: 000756 Shanghai Rongzheng Investment Consulting Co., Ltd
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Shandong Xinhua Pharmaceutical Company Limited(000756)
2021 stock option plan
Matters related to the first grant
Independent financial advisor Report
December 2021
catalogue
1、 Interpretation 3 II. Statement 4 III. basic assumptions 5 IV. relevant approval procedures and information disclosure performed 6 v. opinions of independent financial adviser 8 (I) description of achievement of equity grant conditions 8 (II) award of the incentive plan 9 (III) description of the impact of the implementation of the incentive plan on the financial status and operating results of relevant years 11 (IV) concluding observations 11 VI. documents for future reference and consultation methods 12 (I) documents for future reference 12 (II) consultation method 12 I. interpretation Shandong Xinhua Pharmaceutical Company Limited(000756) . The company and the company refer to Shandong Xinhua Pharmaceutical Company Limited(000756)
This incentive plan and this plan refer to the long-term incentive plan for directors, senior managers, middle managers and core backbone personnel of the company with the company's shares as the target
Stock options and options refer to the rights granted by the company to the incentive object to purchase a certain number of shares of the company at a predetermined price and conditions in a certain period of time in the future
Incentive objects refer to the company's directors, senior managers, middle managers, core backbone personnel, etc. who obtain stock options in accordance with the provisions of the plan
Stock option granting date refers to the date on which the company grants stock options to incentive objects, and the granting date must be the trading day
The validity period of stock option refers to the period from the date when the stock option is first granted to the incentive object to the expiration of the stock option
Waiting period refers to the period between the grant date of stock option and the vesting date of stock option
According to the stock option incentive plan, the incentive object exercises the stock option exercise refers to the behavior. In this plan, the exercise is the incentive object's behavior of purchasing the subject stock according to the conditions set in the incentive plan
The exercisable date refers to the date when the incentive object can start exercising its rights. The exercisable date must be the trading day
The exercise price refers to the price at which the incentive object purchases the company's shares as determined in the plan
Exercise conditions refer to the conditions that must be met for the incentive object to exercise the stock option according to the stock option incentive plan
Company law means the company law of the people's Republic of China
Securities Law means the securities law of the people's Republic of China
The Administrative Measures refer to the administrative measures for equity incentive of listed companies
Articles of association means the Shandong Xinhua Pharmaceutical Company Limited(000756) articles of association
The Trial Measures refer to the Trial Measures for the implementation of equity incentive by state-controlled listed companies (domestic)
The normative Notice refers to the notice on issues related to regulating the implementation of equity incentive system by state-controlled listed companies
Shandong SASAC refers to the state owned assets supervision and Administration Commission of Shandong Provincial People's government
Controlling shareholder and Hualu holding refer to Hualu Holding Group Co., Ltd
CSRC refers to China Securities Regulatory Commission
Stock exchange and Shenzhen Stock Exchange refer to Shenzhen Stock Exchange
Yuan means 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 Shandong Xinhua Pharmaceutical Company Limited(000756) . All parties involved in the plan have guaranteed to the independent financial adviser that all the documents and materials provided for issuing the independent financial adviser's report are legal, true, accurate, complete and timely, without any omission, false or misleading statements, and are responsible for their legality, authenticity Be responsible for accuracy, completeness and timeliness. The independent financial advisor shall not bear any risk liability arising therefrom.
（2） The independent financial adviser only expresses opinions on whether the stock option incentive plan is fair and reasonable to Shandong Xinhua Pharmaceutical Company Limited(000756) shareholders, the impact on shareholders' rights and interests and the sustainable operation of the listed company, does not constitute any investment suggestions for Shandong Xinhua Pharmaceutical Company Limited(000756) , and does not bear any responsibility for the possible risks arising from any investment decisions made by investors according to this report.
（3） 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.
（4） The independent financial consultant requests all shareholders of the listed company to carefully read the relevant information about the stock option incentive plan publicly disclosed by the listed company.
（5） Based on the principle of diligence, prudence and due diligence to all shareholders of the listed company, the independent financial adviser conducted in-depth investigation on the matters involved in the stock option 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, resolutions of the previous board of directors and general meeting of shareholders The company's financial report for the last three years and the latest issue, the company's production and operation plan, etc., and has effectively communicated with relevant personnel of the listed company. On this basis, the independent financial adviser's report is issued, and is responsible for the authenticity, accuracy and completeness of the report.
This report is prepared in accordance with the requirements of laws, regulations and normative opinions such as the company law, the securities law, the administrative measures, the trial measures and the regulatory notice, 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;
（2） The information on which the independent financial adviser is based is authentic, accurate, complete and timely; （3） The relevant documents issued by the listed company for this stock option incentive plan are true and reliable; （4） There are no other obstacles to the stock option incentive plan, and all agreements involved can be effectively approved and finally completed on schedule;
（5） All parties involved in the stock option incentive plan can fully perform all obligations in good faith in accordance with the incentive plan and relevant agreements;
（6） There is no significant adverse impact caused by other unpredictable and force majeure factors.
4、 Relevant approval procedures and information disclosure performed 1. On October 28, 2021, the company held the fourth extraordinary meeting of the 10th board of directors in 2021, deliberated and adopted the proposal of Shandong Xinhua Pharmaceutical Company Limited(000756) 2021 A-share stock option incentive plan (Draft) and its summary, the proposal of Shandong Xinhua Pharmaceutical Company Limited(000756) 2021 A-share stock option incentive plan implementation assessment management measures Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company's 2021 A-share stock option incentive plan. The independent directors of the company have expressed independent opinions on matters related to the equity incentive plan of the company.
2. On October 28, 2021, the company held the third extraordinary meeting of the 10th board of supervisors in 2021, deliberated and adopted the proposal on Shandong Xinhua Pharmaceutical Company Limited(000756) 2021 A-share stock option incentive plan (Draft) and its summary, the proposal on Shandong Xinhua Pharmaceutical Company Limited(000756) 2021 A-share stock option incentive plan implementation assessment management measures, and the proposal on verification
< Shandong Xinhua Pharmaceutical Company Limited(000756) 2021 年 A股股票期权激励计划首次授予激励对象名单>
》Motion.
3. On November 25, 2021, the company received the reply on Shandong Xinhua Pharmaceutical Company Limited(000756) implementation of equity incentive from Hualu Holding Group Co., Ltd. (Hualu holding Fa [2021] No. 80), and agreed in principle that the company would implement the 2021 A-share stock option incentive plan in accordance with relevant regulations.
4. From November 29, 2021 to December 8, 2021, the company publicized the names and positions of the proposed incentive objects of the incentive plan on the internal OA platform. During the publicity period, the board of supervisors of the company did not receive any objection to the list of the proposed incentive objects.
5. On December 31, 2021, the first extraordinary general meeting of the company in 2021, the second general meeting of A-share shareholders in 2021 and the general meeting of H-share shareholders in 2021 deliberated and approved the Shandong Xinhua Pharmaceutical Company Limited(000756) 2021 A-share stock option incentive plan (Draft) and its summary In Shandong Xinhua Pharmaceutical Company Limited(000756) the management measures for the implementation and assessment of A-share stock option incentive plan in 2021 and the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to the company's stock option incentive plan, the board of directors is authorized to determine the grant date of A-share stock option and grant stock options to the incentive objects when the incentive objects of the company meet the conditions, And handle all matters necessary for the grant of stock options.
6. On December 31, 2021, the company held the seventh extraordinary meeting of the 10th board of directors in 2021 and the seventh extraordinary meeting of the 10th board of supervisors in 2021 respectively, and deliberated and adopted the proposal on granting A-share stock options to incentive objects for the first time in 2021. According to the authorization of the company's first extraordinary general meeting in 2021 and the second class a shareholders' meeting in 2021, the board of directors determined the first grant of stock options
The date is December 31, 2021. The independent directors of the company expressed their independent opinions on this and believed that the subject qualification of the incentive object was legal and effective, and the determined first grant date met the relevant provisions.
In conclusion, the independent financial adviser believes that as of the date of issuance of this report, Shandong Xinhua Pharmaceutical Company Limited(000756) the granting of stock options to incentive objects has obtained the necessary approval and authorization, which is in line with the relevant provisions of the management measures and the company's incentive plan (Draft).
5、 Opinion of the independent financial adviser (I) description of the achievement of the conditions for granting rights and interests
1. The company is not under any of the following circumstances:
(1) An audit report with a negative opinion or unable to express an opinion on the financial and accounting report of the most recent fiscal year issued by a certified public accountant;
(2) The internal control of the financial 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;
(3) Failure to distribute profits in accordance with laws and regulations, articles of association and public commitments within 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 inappropriate by the stock exchange within the last 12 months;
(2) It has been identified as an inappropriate candidate by the CSRC and its dispatched offices within the last 12 months;
(3) Being administratively punished by the CSRC and its dispatched offices or taking market entry prohibition measures for major violations of laws and regulations within 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 equity incentive of listed companies according to laws and regulations;
(6) Other circumstances recognized by the CSRC.
3. The company's performance assessment conditions meet the following conditions:
The net profit in 2020 shall not be less than 280 million yuan; Based on the dividend per share in 2019, the growth rate of dividend per share in 2020 shall not be less than 20%; And the above indicators are not lower than the average level of the same industry.
Note:
① The above "net profit" refers to the net profit attributable to the shareholders of the listed company after deducting non recurring profits and losses.
② According to the industry classification results of Shenyin Wanguo, all A-share listed companies under the category of "chemical pharmacy" under the category of "Pharmaceutical Biology" in the same industry are selected. If there is a significant change in the business structure of the same industry sample or a sample extreme value with too large deviation in performance, Shandong Xinhua Pharmaceutical Company Limited(000756) the board of directors will eliminate or replace the sample during the assessment.
After verification, the independent financial adviser believes that as of the date of issuance of the independent financial adviser's report, none of the incentive objects has been under any of the above circumstances; The net profit of the company in 2020 was 290 million yuan, 225 million yuan higher than the average level of the same industry; The growth rate of dividend per share of the company in 2020 was 25%, which was 3.06% higher than the average level of the same industry. To sum up, the granting conditions of the company's stock options have been met. （2） Information about the first grant of this incentive plan
1. Grant date: December 31, 2021
2. Number of awards: 23.15 million
3. Number of persons granted: 196
4. Exercise price: 7.96 yuan / share
5. Stock source:
