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Hybio Pharmaceutical Co.Ltd(300199) 2022 restricted stock incentive plan (Draft)
Independent financial consultant
March, 2002
catalogue
Chapter I interpretation 2 Chapter II statement 4 chapter III basic assumptions Chapter 6 main contents of this incentive plan 7 I. incentive tools and stock sources 7 II. Number of restricted shares to be granted 7 III. scope and distribution of incentive objects 7 IV. validity period, grant date, sales restriction period, ownership arrangement and lock up period of the incentive plan 9 v. award price and determination method of the incentive plan Vi. grant and attribution conditions of this incentive plan 14 VII. Other contents of the incentive plan 20 Chapter V opinions of independent financial advisers 21 I. verification opinions on the feasibility of equity incentive plan 21 II. Verification opinions on the pricing method of the award price of this incentive plan 24 III. financial opinions on the implementation of equity incentive plan of the company 25 IV. opinions on the rationality of the company's performance appraisal system and appraisal methods 26 v. verification opinions on whether the incentive plan is conducive to the sustainable development of the company 27 VI. verification opinions on whether the incentive plan damages the interests of the company and all shareholders 28 VII. Other matters that should be explained 28 Chapter VI documents and places for future reference 30 I. list of documents for future reference 30 II. Location of documents for future reference thirty
Chapter I interpretation
In this report, unless otherwise specified, the following abbreviations have the following meanings:
Explanatory item refers to the explanatory content
The company, the company, listed companies or Hybio Pharmaceutical Co.Ltd(300199) Hybio Pharmaceutical Co.Ltd(300199) restricted stock incentive plan, this incentive plan, this incentive plan, this incentive plan, this refers to Hybio Pharmaceutical Co.Ltd(300199) 2022 restricted stock incentive plan
Incentive plan (Draft) refers to the Hybio Pharmaceutical Co.Ltd(300199) 2022 restricted stock incentive plan (Draft)
This report and this independent financial advisory report "independent financial advisory report of Shenzhen value online consulting Co., Ltd. on Shenzhen Hybio Pharmaceutical Co.Ltd(300199) stock report refers to the 2022 restricted stock incentive plan (Draft) of the company"
The independent financial advisor and value online refer to the restricted shares of Shenzhen value online consulting Co., Ltd. and the second type of restricted refers to the shares of the company obtained and registered by the incentive objects who meet the grant conditions of the incentive plan after meeting the corresponding ownership conditions
In accordance with the provisions of this incentive plan, the directors, senior managers and other personnel deemed necessary by the board of directors of the company that obtains restricted shares (including branches, incentive objects and holding subsidiaries, the same below)
The validity period refers to the period from the date of the first grant of restricted shares to the date when all the restricted shares granted to the incentive object are vested or invalid, and the maximum period shall not exceed 60 months
The grant date refers to the date on which the company grants restricted shares to the incentive object, and the grant date must be the trading day
The grant price refers to the price determined by the company to grant restricted shares to the incentive object and the incentive object obtains the shares of the company
Attribution refers to the behavior of a listed company to register its shares in the account of the incentive object after the restricted stock incentive object meets the benefit conditions
Vesting date refers to the date on which the authorized shares are registered after the restricted stock incentive object meets the benefit conditions. It must be the trading day
Attribution conditions refer to the benefit conditions set up by the restricted stock incentive plan, and the incentive object is to obtain the incentive stock
General meeting means the general meeting of shareholders of the company
Board of directors means the board of directors of the company
Remuneration and assessment committee refers to the remuneration and assessment committee under the board of directors
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
The Administrative Measures refer to the administrative measures for equity incentive of listed companies
The self regulatory guide refers to the self regulatory guide for companies listed on the gem of Shenzhen Stock Exchange No. 1 - business handling
Listing Rules refers to the Listing Rules of Shenzhen Stock Exchange gem
The articles of association refers to the Hybio Pharmaceutical Co.Ltd(300199) articles of association
CSRC refers to the China Securities Regulatory Commission
Stock exchange and Shenzhen Stock Exchange refer to Shenzhen Stock Exchange
Securities Depository and clearing institution refers to Shenzhen Branch of China Securities Depository and Clearing Corporation Limited
Yuan, 10000 yuan and 100 million yuan refer to RMB yuan, 10000 yuan and 100 million yuan
Note: 1. The financial data and financial indicators quoted in the independent financial consultant's report refer to the financial data in the consolidated statement and the financial indicators calculated based on such financial data unless otherwise specified.
2. In this independent financial adviser's report, the difference in the mantissa between the sum of some total figures and each detailed figure is caused by rounding.
Chapter II declaration
Value online is entrusted to act as the independent financial advisor of Hybio Pharmaceutical Co.Ltd(300199) 2022 restricted stock incentive plan and issue this report. The independent financial advisor's report is based on the relevant information provided by Hybio Pharmaceutical Co.Ltd(300199) to express the independent financial advisor's opinions for the reference of Hybio Pharmaceutical Co.Ltd(300199) all shareholders and all parties in accordance with the company law, securities law, administrative measures, listing rules, self regulatory guidelines and other laws, regulations and normative documents.
1、 The documents and materials on which the independent financial adviser's report is based are provided by Hybio Pharmaceutical Co.Ltd(300199) or publicly disclosed. Hybio Pharmaceutical Co.Ltd(300199) has assured the independent financial adviser that the relevant information about the incentive plan and the relevant information publicly disclosed provided by Hybio Pharmaceutical Co.Ltd(300199) are true, accurate and complete, and that there are no false records, misleading statements or major omissions in such information.
2、 The independent financial adviser only gives opinions on the feasibility of this incentive plan, whether it is conducive to the sustainable development of the company, the rationality of relevant pricing basis and pricing method, whether it damages the interests of the company and its impact on the interests of shareholders, does not constitute any investment suggestions for Hybio Pharmaceutical Co.Ltd(300199) and does not bear any responsibility for the possible risks arising from any investment decisions made by investors according to this report.
3、 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.
4、 The independent financial consultant invites all shareholders of the company to carefully read the relevant information about the incentive plan, such as the Hybio Pharmaceutical Co.Ltd(300199) 2022 restricted stock incentive plan (Draft) publicly disclosed by the company.
5、 Based on diligence, prudence and due diligence to all shareholders of the company, and following the principles of objectivity and impartiality, the independent financial advisor conducted in-depth investigation on the matters involved in the incentive plan and effectively communicated with relevant personnel of the company. On this basis, the independent financial advisor has issued this report and is responsible for the authenticity, accuracy and completeness of this report.
Chapter III basic assumptions
The opinions expressed in this independent financial adviser's report are based on the following assumptions:
1、 There are no major changes in the current relevant national laws, regulations and policies, the national policies and market environment of the company's industry, and the social and economic environment of the company's region.
2、 Hybio Pharmaceutical Co.Ltd(300199) and the materials and information provided and publicly disclosed by relevant parties are true, accurate and complete. 3、 There are no other obstacles to this incentive plan. All agreements involved can be effectively approved and finally completed on schedule.
4、 All parties involved in the implementation of this incentive plan can abide by the principle of honesty and trustworthiness and fully perform all their obligations in accordance with the plan of the equity incentive plan and the terms of relevant agreements.
5、 There are no significant adverse effects caused by other force majeure and unpredictable factors.
Chapter IV main contents of this incentive plan
Hybio Pharmaceutical Co.Ltd(300199) this incentive plan is prepared by the remuneration and assessment committee under the board of directors of the company. It has been deliberated and approved by the fifth meeting of the Fifth Board of directors of the company and needs to be deliberated by the general meeting of shareholders of the company. The main contents are as follows: I. incentive tools and stock sources
The incentive tool adopted in this incentive plan is restricted stock (the second type of restricted stock). The stock source of this incentive plan is the company's A-share common stock issued by the company to the incentive object.
2、 Number of restricted shares to be granted
The incentive plan plans to grant 18 million restricted shares to the incentive objects, accounting for about 1.96% of the company's total share capital of 91692704 shares at the time of announcement of the draft incentive plan. Among them, 14.4 million shares were granted for the first time, accounting for about 1.57% of the company's total share capital of 91692704 shares when the draft incentive plan was announced, and the part granted for the first time accounted for 80.00% of the total equity to be granted this time; 3.6 million shares are reserved for grant, accounting for about 0.39% of the company's total share capital of 91692704 shares at the time of announcement of the draft incentive plan, and the reserved part accounts for 20.00% of the total equity to be granted this time.
As of the announcement of the draft incentive plan, the total number of subject shares involved in the equity incentive plan within the whole validity period of the company has not exceeded 20% of the total share capital of the company at the time of the announcement of the draft incentive plan. The shares of the company granted by any incentive object in the plan through all the equity incentive plans within the validity period shall not exceed 1% of the total share capital of the company at the time of announcement of the draft plan.
From the date of announcement of the incentive plan to the completion of the vesting of the restricted shares granted to the incentive object, if the company has matters such as the conversion of capital reserve into share capital, the distribution of stock dividends, the division or reduction of shares, and the allotment of shares, the number of granted and vested restricted shares will be adjusted accordingly according to the incentive plan.
3、 Scope and distribution of incentive objects
(I) scope of incentive objects
The total number of incentive objects granted for the first time in this incentive plan is 205, including:
1. Directors;
2. Senior management;
3. Other personnel deemed necessary by the board of directors.
Incentive objects do not include independent directors, supervisors, shareholders or actual controllers who individually or jointly hold more than 5% of the company's shares and their spouses, parents and children, nor do they include persons who are not suitable to be incentive objects according to Article 8 of the management measures.
All incentive objects must have employment or labor relations with the company and sign labor contracts or employment contracts when the company grants rights and interests and within the assessment period of this incentive plan. If the incentive object is a director or senior manager of the company, the director must be elected by the general meeting of shareholders and the senior manager must be appointed by the board of directors of the company. The above incentive objects include a foreign employee, Ms. Pinxiang Yu, who used to be the laboratory director of novocol pharmaceutical and apotexp harmachem Inc. in Canada and the pharmaceutical administration / audit expert of the quality management department. During this period, she obtained the certification of auditor (CQA) and Engineer (CQE) of American Quality Association. From July 2010 to may 2019, Ms. Pinxiang Yu served as the vice president of the company and general manager of Pingshan Branch. She is currently the executive president and director of the company. She is the core leader of the company and has made significant contributions to the strategic layout, business development and standardized management of the company, which is in line with the scope of incentive objects of the incentive plan.
The incentive object granted with reserved rights and interests 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 independent directors and the board of supervisors, the professional opinions of lawyers and the legal opinions are issued, the company shall disclose the relevant information of the incentive object in a timely and accurate manner on the information disclosure media designated by the CSRC in accordance with relevant regulations. If the incentive object is not specified for more than 12 months, the reserved rights and interests shall become invalid. For the determination standard of reserved incentive objects, refer to the first
