Shanghai Haohai Biological Technology Co.Ltd(688366) independent directors’ independent opinions on matters related to the 33rd meeting of the Fourth Board of directors Shanghai Haohai Biological Technology Co.Ltd(688366) (hereinafter referred to as “the company”) convened the 33rd meeting of the Fourth Board of directors of the company (hereinafter referred to as “the meeting”) on March 11, 2022, The meeting deliberated the proposal on adjusting the matters related to the first grant of the 2021 A-share restricted stock incentive plan and the proposal on the first grant of A-share restricted stock to the incentive objects of the 2021 A-share restricted stock incentive plan. In accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”) and other laws and regulations, as well as the relevant provisions of the Shanghai Haohai Biological Technology Co.Ltd(688366) articles of Association (hereinafter referred to as the “articles of association”), as an independent director of the company, after carefully reviewing relevant documents and materials, based on the principle of prudence and independent judgment, Express the following independent opinions on matters related to the 33rd meeting of the Fourth Board of directors of the company:
I. independent opinions on the proposal on adjusting the matters related to the first grant of A-share restricted stock incentive plan in 2021
The company’s adjustment of the list of incentive objects and the number of incentives granted for the first time in the 2021 A-share restricted stock incentive plan (hereinafter referred to as the “incentive plan”) complies with the company law, the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), the administrative measures for equity incentive of listed companies (hereinafter referred to as the “administrative measures”) and other laws Regulations, normative documents and the first extraordinary general meeting of shareholders in 2022 The relevant provisions of the Shanghai Haohai Biological Technology Co.Ltd(688366) 2021 A-share restricted stock incentive plan (Draft) (hereinafter referred to as “incentive plan (Draft)”) approved by the first A-share general meeting in 2022 and the first H-share general meeting in 2022 (hereinafter referred to as “the first general meeting in 2022”) have been fulfilled by the company. After this adjustment, the incentive object is not prohibited from being granted restricted shares, and the subject qualification of the incentive object is legal and effective. This adjustment is within the scope of authorization of the company’s first general meeting of shareholders in 2022, and there is no damage to the interests of the company and shareholders.
After this adjustment, the number of incentive objects granted for the first time in the incentive plan is adjusted from 206 to 204, the number of restricted shares granted for the first time is adjusted from 1.45 million shares to 1.44 million shares, the number of reserved shares is adjusted from 350000 shares to 360000 shares, and the total number of restricted shares granted remains unchanged. In addition to the above adjustments, other contents of the incentive plan are consistent with those deliberated and approved by the company’s first general meeting of shareholders in 2022.
When the board of directors of the company deliberated the relevant proposals, the related directors have avoided voting on the relevant proposals in accordance with the company law, the securities law, the administrative measures and other laws, regulations, normative documents and the relevant provisions of the articles of association. The deliberation and decision-making procedures of this matter are legal and compliant.
In conclusion, we agree with the company’s adjustment of the list and number of incentive objects granted for the first time in this incentive plan. 2、 Independent opinions on the proposal on granting A-share restricted shares to the incentive objects of the 2021 A-share restricted stock incentive plan for the first time
With regard to matters related to the company’s plan to grant restricted shares to the incentive objects of this incentive plan for the first time, all independent directors agree that:
1. According to the authorization of the company’s first general meeting of shareholders in 2022, the board of directors determined that the first grant date of the incentive plan of the company was March 11, 2022, which was in line with the administrative measures and other laws and regulations and the relevant provisions on the grant date in the incentive plan (Draft).
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 company determines that the incentive objects granted with restricted shares for the first time comply with the relevant laws and regulations such as the company law, the securities law and the articles of association, as well as the conditions for incentive objects specified in the administrative measures and the Listing Rules of science and Innovation Board of Shanghai Stock Exchange, It complies with the scope of incentive objects specified in the incentive plan (Draft), and its subject qualification as the incentive object granted by the company for the first time in the incentive plan is legal and effective.
4. The company’s implementation of this incentive plan is conducive to further improving the corporate governance structure, establishing and improving the company’s long-term incentive and restraint mechanism, attracting and retaining core managers and core technology or business backbone, fully mobilizing their enthusiasm and creativity, effectively improving the cohesion of the core team and the core competitiveness of the enterprise, and effectively bringing shareholders The interests of the company and the core team are combined to make all parties pay common attention to the long-term development of the company and ensure the realization of the company’s development strategy and business objectives without damaging the interests of the company and all shareholders.
5. When the board of directors of the company deliberated the relevant proposals, the related directors have avoided voting on the relevant proposals in accordance with the company law, the securities law, the administrative measures and other laws, regulations, normative documents and the relevant provisions of the articles of association. The deliberation and decision-making procedures of this matter are legal and compliant.
In conclusion, we believe that the grant conditions of the incentive plan have been met and agree that the company will be granted in March 2022
On the 11th, the first grant date, 1.44 million restricted shares were granted to 204 incentive objects for the first time at the grant price of 95.00 yuan / share. (no text below)
