Securities abbreviation: Shanghai Rightongene Biotechnology Co.Ltd(688217) securities code: Shanghai Rightongene Biotechnology Co.Ltd(688217) Shanghai Rongzheng Investment Consulting Co., Ltd
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Shanghai Rightongene Biotechnology Co.Ltd(688217)
Restricted stock incentive plan for 2022 (Draft)
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Independent financial advisor Report
March 2022
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1、 Interpretation 3 II. Statement 4 III. basic assumptions 5 IV. main contents of this restricted stock incentive plan 6 (I) scope and distribution of incentive objects 6 (II) incentive mode, source and quantity 7 (III) validity period, grant date and ownership arrangement of restricted shares 7 (IV) the granting price of restricted shares and the determination method of the granting price 9 (V) conditions for granting and attribution of incentive plan 10 (VI) other contents of the incentive plan 13 v. opinions of independent financial adviser 14 (I) check whether the incentive plan of Shanghai Rightongene Biotechnology Co.Ltd(688217) 2022 restricted stock complies with the policies and regulations
opinion…… 14 (II) verification opinions on the feasibility of the company’s equity incentive plan 15 (III) verification opinions on the scope and qualification of incentive objects 15 (IV) verification opinions on the amount of equity granted under the equity incentive plan (V) verification opinions on whether the listed company provides any form of financial assistance to the incentive object 16 (VI) verification opinions on the pricing method of the award price of the incentive plan 16 (VII) verification opinions on whether the equity incentive plan damages the interests of the listed company and all shareholders 17 (VIII) financial opinions on the implementation of the equity incentive plan by the company 18 (IX) opinions on the impact of the company’s implementation of equity incentive plan on the sustainable operation ability and shareholders’ rights and interests of listed companies 19 (x) opinions on the rationality of performance appraisal system and appraisal methods of listed companies 19 (XI) others 20 (XII) other matters that should be explained 21 VI. documents for future reference and consultation methods 22 (I) documents for future reference 22 (II) consultation method 22 I. interpretation 1 Listed company, company, Shanghai Rightongene Biotechnology Co.Ltd(688217) : refers to Shanghai Rightongene Biotechnology Co.Ltd(688217) . 2. Equity incentive plan, restricted stock incentive plan and this incentive plan refer to the 2022 restricted stock incentive plan of Shanghai Shanghai Rightongene Biotechnology Co.Ltd(688217) Technology 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 who meets the grant conditions of the incentive plan after meeting the corresponding benefit conditions. 4. Incentive objects: senior managers, core technicians, technical and business backbone personnel of the company who can obtain restricted shares in accordance with the provisions of this incentive plan. 5. Grant date: refers to the date on which the company grants restricted shares to incentive objects. 6. Grant price: refers to the price of each restricted stock granted by the company to the incentive object. 7. Validity period: the period from the date of granting restricted shares to the date when all the restricted shares granted to the incentive object are vested or invalid. 8. Ownership: after the incentive object meets the benefit conditions, the listed company registers the shares in the incentive object’s account. 9. Attribution conditions: the restricted stock incentive plan is established, and the incentive object is the benefit conditions required to obtain the incentive stock. 10. 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. 11. 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 Regulatory Guide: refers to the self regulatory guide for listed companies on the science and Innovation Board No. 4 – disclosure of equity incentive information 16 Articles of association: refers to Article 17 of Shanghai Rightongene Biotechnology Co.Ltd(688217) articles of association CSRC: refers to the China Securities Regulatory Commission. 18. Stock Exchange: refers to Shanghai Stock Exchange. 19. RMB: refers to RMB.
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 Rightongene Biotechnology Co.Ltd(688217) and all parties involved in the incentive plan have guaranteed to the independent financial adviser that all documents and materials provided for the issuance of the independent financial adviser’s report are legal, true, accurate, complete and timely without any omission, false or misleading statements, and their legitimacy Be responsible for authenticity, 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 Shanghai Rightongene Biotechnology Co.Ltd(688217) shareholders and its impact on shareholders’ rights and interests and the sustainable operation of the listed company, which does not constitute any investment suggestions for Shanghai Rightongene Biotechnology Co.Ltd(688217) and the possible risks to any investment decisions made by investors according to this report, The independent financial advisor assumes no responsibility.
(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 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.
This independent financial advisory report is prepared in accordance with the requirements of laws, regulations and normative documents such as the company law, the securities law and the administrative measures, 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、 Main contents of this restricted stock incentive plan
Shanghai Rightongene Biotechnology Co.Ltd(688217) the restricted stock incentive plan for 2022 is formulated by the remuneration and assessment committee under the board of directors of the listed company. According to the current policy environment in China and the actual situation of Shanghai Rightongene Biotechnology Co.Ltd(688217) , this restricted stock incentive plan is implemented for the incentive objects of the company. This report of the independent financial adviser will give professional opinions on this incentive plan. (I) scope and distribution of incentive objects
The total number of incentive objects granted in the incentive plan for the first time shall not exceed 193, accounting for 35.74% of the total number of 540 employees by the end of 2020. Including senior managers, core technicians, technical and business backbone personnel who worked in the company when the company announced the incentive plan.
Among the above incentive objects, senior managers must be employed by the board of directors of the company. All incentive objects must have employment or labor relations with the company or its branches and subsidiaries when the company grants restricted shares and within the assessment period specified in the incentive plan.
The above incentive objects include foreigners. The reason why the company has included them in this incentive plan is that foreign incentive objects hold important positions in the company’s core positions and play an important role in the company’s technology research and development, laying a foundation for the company to improve its continuous innovation strength. Equity incentive is a common incentive means for overseas companies. Through this incentive plan, the construction and stability of the company’s core talent team will be further promoted, which will contribute to the long-term development of the company.
The incentive object of the reserved grant part shall be determined within 12 months after the incentive plan is considered and approved by the general meeting of shareholders. After the proposal of the board of directors, the explicit opinions of the independent directors and the board of supervisors, the professional opinions of lawyers and the legal opinions are issued, the company shall accurately disclose the relevant information of the incentive object on the designated website in time as required. If the incentive object is not specified for more than 12 months, the reserved rights and interests shall become invalid. The criteria for determining the incentive object of the reserved grant part shall be determined with reference to the criteria for the first grant.
The distribution of restricted shares granted by the incentive plan among incentive objects is shown in the table below:
The proportion of granted restrictions in this incentive plan
Name Nationality number of job-related shares total number of shares transferred to announcement day shares
Proportion of total amount (10000 shares)
1、 Senior managers and core technicians
Li Yan, chief financial officer and board of directors of China 1.8 1.38% 0.03%
secretary
Zhang Chengli, deputy general manager of China 1.5 1.15% 0.03%
Xie Liqun Chinese core technical personnel 1.5 1.15% 0.03%
Yizhe Australian core technicians 1.5 1.15% 0.03%
Liu II. Key technical and business personnel
Technical and business backbone personnel (189 persons) 97.7 75.15% 1.76%
Total number of restricted shares granted for the first time (1.87%)
3、 Reserved part 26 20.00% 0.47%
Total 130100.00% 2.34%
Note: 1 The Shanghai Rightongene Biotechnology Co.Ltd(688217) shares granted to any of the above incentive objects through all the equity incentive plans within the validity period shall not exceed 1% of the total share capital of the company. The total number of underlying shares involved in all incentive plans of the company within the validity period shall not exceed 20% of the total share capital of the company when the equity incentive plan is submitted to the general meeting of shareholders for deliberation.
2. The incentive objects of this incentive plan do not include independent directors, supervisors, shareholders who individually or jointly hold more than 5% of the shares of the listed company, actual controllers of the listed company and their spouses, parents and children.
3. The incentive objects of the reserved part shall be determined within 12 months after the incentive plan is considered and approved by the general meeting of shareholders. After the proposal of the board of directors, the explicit opinions of the independent directors and the board of supervisors, the professional opinions of lawyers and the legal opinions are issued, the company shall timely and accurately disclose the relevant information of the incentive objects on the designated website as required.
4. If there is any difference in the mantissa between the sum of some total numbers and each detailed number in the above table, it is caused by rounding. (II) incentive mode, source and quantity
1. Incentive methods and stock sources of the incentive plan
The incentive tool adopted in this incentive plan is the second type of restricted stock, and the source of the underlying stock involved is the company’s directional issuance of A-share common stock to the incentive object.
2. Number of restricted shares granted
The incentive plan intends to grant 1.3 million restricted shares to the incentive objects, accounting for about 2.34% of the total share capital of 5557706 shares at the time of announcement of the draft incentive plan. Among them, 1.04 million shares were granted for the first time, accounting for about 1.87% of the total share capital of the company when the draft incentive plan was announced, and the part granted for the first time accounted for 80.00% of the total equity granted this time; 260000 shares are reserved, accounting for about 0.47% of the total share capital of the company when the draft incentive plan is announced, and the reserved part accounts for 20.00% of the total equity granted this time. (III) validity period, grant date and ownership arrangement of restricted shares
1. Validity period of the incentive plan
The validity period of this incentive plan shall be no more than 60 months 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.
2. Grant date
The granting date shall be determined by the board of directors 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. The company shall grant restricted shares and complete the announcement within 60 days after the deliberation and approval of the general meeting of shareholders. If the company fails to complete the above work within 60 days, the implementation of the incentive plan will be terminated and the non granted restricted shares will become invalid. According to the administrative measures, the period during which rights and interests cannot be granted shall not be counted within 60 days.
3. Attribution arrangements
The restricted shares granted by the incentive plan will be vested in several times according to the agreed proportion after the incentive object meets the corresponding vesting conditions. The vesting date must be the trading day within the validity period of the incentive plan, but 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
