Hybio Pharmaceutical Co.Ltd(300199)
Independent directors' opinions on the fifth meeting of the Fifth Board of directors
Independent opinions on relevant matters
In accordance with the guiding opinions on the establishment of independent director system in listed companies, the guidelines for the governance of listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guidelines for the standardized operation of GEM listed companies of Shenzhen Stock Exchange, the articles of association, the independent director system and other relevant laws, regulations and rules, As an independent director of Hybio Pharmaceutical Co.Ltd(300199) (hereinafter referred to as "the company"), based on the position of independent judgment and the principle of seeking truth from facts, we carefully checked and understood the following matters considered at the fifth meeting of the Fifth Board of directors of the company, and issued the following independent opinions on relevant matters of the company:
1、 After verification of the independent opinions on the company's 2022 restricted stock incentive plan (Draft) and its summary, we believe that:
1. The formulation and deliberation process of the company's 2022 restricted stock incentive plan (Draft) (hereinafter referred to as "incentive plan (Draft)" or "this incentive plan") complies with the provisions of relevant laws, regulations and normative documents such as the measures for the administration of equity incentive of listed companies (hereinafter referred to as "administrative measures").
2. The company is not prohibited from implementing the equity incentive plan as stipulated in the administrative measures and other laws, regulations and normative documents. The company has the subject qualification to implement the equity incentive plan.
3. The incentive objects determined by the company's restricted stock incentive plan in 2022 (hereinafter referred to as the "incentive plan") have the qualifications specified in 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 other laws, regulations and normative documents, as well as the articles of Association; The incentive objects determined in the incentive plan meet the incentive object conditions specified in relevant laws, regulations and normative documents such as the administrative measures, the Shenzhen Stock Exchange GEM Listing Rules (hereinafter referred to as the "Listing Rules"), and the scope of incentive objects specified in the 2022 restricted stock incentive plan (Draft) (hereinafter referred to as the "incentive plan (Draft)", As the incentive object of the company's incentive plan, its subject qualification is legal and effective.
4. The content, drafting and deliberation process of the company's incentive plan (Draft) and its summary comply with the provisions of the company law, the securities law, the administrative measures, the listing rules and other relevant laws, regulations, normative documents and the articles of Association; The granting arrangement and attribution arrangement of restricted shares of each incentive object (including the granting quantity, granting date, granting conditions, granting price, term of office, vesting period, vesting conditions and other matters) 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. When the board of directors of the company deliberated the relevant proposals, the related directors have avoided voting in accordance with the company law, securities law, administrative measures and other laws, regulations and normative documents as well as the relevant provisions of the articles of association.
7. The company's implementation of this incentive plan is conducive to further improve the corporate governance structure, improve the company's incentive mechanism, enhance the company's management team and business backbone'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.
When voting on the proposal, the related directors Pinxiang Yu, Tang Yangming and Yang Di have avoided voting. The company's deliberation procedures for this proposal comply with relevant laws and regulations and the articles of association.
To sum up, we agree that the company will implement the incentive plan and submit the matter to the general meeting of shareholders for deliberation.
2、 After verification of the independent opinions on the management measures for the implementation and assessment of the company's restricted stock incentive plan in 2022, we believe that:
The setting of assessment indicators of this incentive plan complies with the basic provisions of laws and regulations and the articles of association. The assessment is divided into company level performance assessment and individual level performance assessment.
Performance indicators at the company level are operating revenue and R & D progress indicators. Operating income is the main operating achievement of the company and an important guarantee for enterprises to obtain profits. Operating income is also an important symbol to measure the operation status and market share of enterprises and predict the development trend of enterprises. The determination of the specific value of the company's operating income index comprehensively takes into account the macroeconomic environment, industry development, industry policies, market competition and the company's future development plan and other relevant factors.
The company's product reserve is the basis for future business development. According to the "combination of imitation and innovation" strategy formulated by the company, this incentive plan also selects the phased nodes of drug R & D such as "ind application" and "obtaining clinical approval" and "passing the consistency evaluation of quality and efficacy of generic drugs" as assessment indicators, and uses the two R & D Progress of innovative drugs and generic drugs to keep pace, It is conducive to accelerating the company's product transformation and the realization of strategic objectives. Making relevant research and development progress will help the company establish richer product reserves, enhance the company's brand and market competitiveness, and bring greater growth space for the company's market development. Considering that the R & D progress is affected by the R & D cycle, experimental results, declaration, etc., and does not necessarily match a single accounting year, the assessment dimension is assessed according to the cumulative value, which is more in line with the relevant work characteristics.
The incentive plan sets a ladder ownership assessment mode for the company's performance, realizes the dynamic adjustment of performance growth level and equity ownership ratio, reflects the high growth requirements and ensures the expected incentive effect, which is conducive to mobilizing the enthusiasm of employees, improving the company's core competitiveness, ensuring the realization of the company's future development strategy and business objectives, and the index setting is reasonable and scientific.
In addition to the performance appraisal at the company level, the company has also set up a strict performance appraisal system for individuals, which can make a more accurate and comprehensive comprehensive evaluation of the work performance of incentive objects. The company will determine whether the individual incentive object meets the conditions of ownership and the proportion of ownership according to the annual performance evaluation results of the incentive object.
To sum up, 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. It is conducive to the sustainable and healthy development of the company and the formation of a long-term incentive mechanism for the company's core talents. There is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders. Therefore, we unanimously agree that the company shall formulate the management measures for the implementation and assessment of the restricted stock incentive plan in 2022 and submit it to the general meeting of shareholders for deliberation.
When voting on the proposal, the related directors Pinxiang Yu, Tang Yangming and Yang Di have avoided voting. The company's deliberation procedures for this proposal comply with relevant laws and regulations and the articles of association.
Independent directors: Li Yao, Zhong Lian, Hu Wenyan March 25, 2022
