Shandong Xinhua Pharmaceutical Company Limited(000756)
Independent opinions of independent directors on matters related to the seventh extraordinary meeting of the 10th board of directors in 2021
As an independent director of Shandong Xinhua Pharmaceutical Company Limited(000756) (hereinafter referred to as the company), in accordance with the company law of the people’s Republic of China (hereinafter referred to as the company law), the securities law of the people’s Republic of China (hereinafter referred to as the Securities Law) and the administrative measures for equity incentive of listed companies (hereinafter referred to as the administrative measures) The Trial Measures for the implementation of equity incentive by state-controlled listed companies (domestic) (Guo Zi FA FA FA FA FA FA FA Fa [2006] No. 175, hereinafter referred to as the Trial Measures), the notice on issues related to regulating the implementation of equity incentive system by state-controlled listed companies (Guo Zi FA fa FA FA FA FA Fa [2008] No. 171), the company’s current effective articles of association and other relevant laws and regulations In accordance with the provisions of the regulations and normative documents, the proposal on the first grant of 2021 A-share stock options to incentive objects (hereinafter referred to as the first grant) deliberated and adopted at the seventh extraordinary meeting of the tenth board of directors in 2021 has been carefully reviewed, and the following independent opinions have been expressed:
1. The board of directors determined that the first grant date of the 2021 A-share stock option incentive plan (Draft) (hereinafter referred to as the incentive plan (Draft) and this incentive plan) is December 31, 2021, which complies with the relevant provisions on the grant date in the administrative measures, trial measures and incentive plan (draft), At the same time, the conditions for granting rights and interests stipulated in the incentive plan (Draft) have been fulfilled.
2. The incentive objects granted by the company for the first time comply with the scope and qualification of incentive objects specified in the company law, securities law, administrative measures, trial measures and other relevant laws, regulations and normative documents, as well as the articles of association and the company’s incentive plan (Draft), None of the incentive objects shall be subject to the following circumstances mentioned in Article 8 of the administrative measures:
(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.
The incentive object granted by the company for the first time as the subject qualification of the incentive object of the company’s incentive plan is legal and effective.
3. The company has no plans or arrangements to provide loans, loan guarantees or any other financial assistance to the incentive objects.
4. The related directors have avoided voting on relevant proposals in accordance with the company law, securities law, administrative measures and other laws, regulations and normative documents as well as the articles of association. The relevant proposals granted for the first time shall be considered and voted by the non related directors.
5. The company’s implementation of this incentive plan can establish and improve the long-term incentive mechanism, optimize the salary and assessment system, further improve the company’s governance structure, fully mobilize the enthusiasm of the company’s directors, senior managers, middle managers and core backbone personnel, stabilize and attract talents, improve the company’s cohesion, enhance the company’s core competitiveness and improve the company’s performance, To realize the maximization of shareholder value, there is no situation that damages the legitimate rights and interests of the company and all shareholders.
To sum up, we agree that the first grant date of the company’s incentive plan is December 31, 2021, and agree to grant 23.15 million stock options to 196 eligible incentive objects.
There is no text below this page
Signature of independent director: Pan Guangcheng, Zhu Jianwei, Lu Huawei
December 31, 2021
