Shanghai Rightongene Biotechnology Co.Ltd(688217) independent directors
Independent opinions on matters related to the second meeting of the second board of directors
In accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the Shanghai Rightongene Biotechnology Co.Ltd(688217) articles of Association (hereinafter referred to as the “articles of association”) and the rules of procedure for Shanghai Rightongene Biotechnology Co.Ltd(688217) independent directors, as independent directors of Shanghai Rightongene Biotechnology Co.Ltd(688217) (hereinafter referred to as the “company”), we are based on the principle of objectivity and impartiality, The independent opinions on relevant matters considered at the second meeting of the second board of directors of the company are as follows:
1、 Independent opinions on the company’s 2022 restricted stock incentive plan (Draft) and its abstract 1. The formulation and deliberation process of the company’s 2022 restricted stock incentive plan (Draft) and its abstract comply with the administrative measures for equity incentive of listed companies (hereinafter referred to as the “administrative measures”), listing rules and other relevant laws and regulations Regulations and normative documents.
2. It is not found that the company is prohibited from implementing the equity incentive plan as stipulated in the management measures and other laws, regulations and normative documents, and the company has the subject qualification to implement the equity incentive plan.
3. The incentive objects determined in the restricted stock incentive plan of the company have the qualifications specified in the company law, the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), the articles of association and other laws, regulations and normative documents; There is no case that the stock exchange has identified it as an inappropriate candidate within the last 12 months; There is no situation in which the CSRC and its dispatched offices have identified them as inappropriate candidates in the last 12 months; There are no cases in which the CSRC and its dispatched offices have imposed administrative penalties or taken market entry prohibition measures for major violations of laws and regulations in the last 12 months; There are no circumstances under which the company law stipulates that he shall not serve as a director or senior manager of the company; There is no case that the listed company is not allowed to participate in the equity incentive according to laws and regulations. The listed personnel meet the conditions of incentive objects specified in the administrative measures and listing rules, meet the scope of incentive objects specified in the company’s restricted stock incentive plan (Draft) in 2022, and their subject qualification as incentive objects of the company’s restricted stock incentive plan is legal Effective.
4. The contents of the company’s restricted stock incentive plan (Draft) in 2022 comply with the provisions of the company law, securities law, administrative measures, listing rules and other relevant laws, regulations and normative documents; The granting arrangement and attribution arrangement (including the granting quantity, granting date, granting conditions, granting price, term of office, attribution conditions and other matters) of restricted shares of each incentive object did not violate the provisions of relevant laws, regulations and normative documents, and did not infringe the interests of the company and all shareholders.
5. The company has no plans or arrangements to provide loans, loan guarantees or any other financial assistance to the incentive objects.
6. The company’s implementation of equity incentive plan is conducive to further improve the corporate governance structure, improve the company’s incentive mechanism, enhance the core personnel’s sense of responsibility and mission for the sustainable and healthy development of the company, is conducive to the sustainable development of the company and will not damage the interests of the company and all shareholders.
To sum up, we believe that the company’s restricted stock incentive plan is conducive to the sustainable development of the company and the formation of a long-term incentive mechanism for core talents. There is no situation that damages the interests of the company and all shareholders, especially minority shareholders. The incentive objects granted by the company’s restricted stock incentive plan meet the conditions for becoming restricted stock incentive objects specified in laws, regulations and normative documents. We unanimously agree that the company will implement this equity incentive plan and agree to submit the matter to the general meeting of shareholders for deliberation.
2、 Independent opinions on the scientificity and rationality of the indicators set in this restricted stock incentive plan. The company selects the completion of the growth rate of operating income as the performance evaluation indicators at the company level, and the above indicators are the core financial indicators of the company. Operating income is an important symbol to measure the operating status and market share of an enterprise and predict the expansion trend of its business. The growth rate of operating income reflects the improvement of the company’s growth ability and industry competitiveness. The company’s revenue mainly comes from the sales of self-produced molecular diagnostic reagents. With the continuous deepening of China’s medical system reform, the market competition of in vitro diagnosis is increasing. According to the development characteristics and actual situation of the industry, after reasonable business prediction and taking into account the incentive role of the incentive plan, the company has set certain challenging performance assessment objectives for the restricted stock incentive plan. The specific assessment objectives are as follows: from 2022 to 2024, based on the operating income of 2021, The growth rate of operating income corresponding to the complete ownership at the company level is 25%, 50% and 75% respectively, which not only reflects the high growth requirements, but also ensures the expected incentive effect.
In addition to the performance appraisal at the company level, the company has set up a strict performance appraisal system for all incentive objects, which can make a more accurate and comprehensive comprehensive evaluation on the work performance of incentive objects. The company will determine whether the individual incentive object meets the attribution conditions according to the relevant annual performance appraisal results of the incentive object.
In conclusion, we believe that the assessment system of the company’s incentive plan is comprehensive, comprehensive and operable, the setting of assessment indicators is scientific and reasonable, and has a restrictive effect on Incentive objects, which can achieve the assessment purpose of the incentive plan.
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Shanghai Rightongene Biotechnology Co.Ltd(688217) independent directors: Yuan Xuewei, Xu Weijian, Zhao Guiying March 10, 2022
