Orient Securities Company Limited(600958) underwriting sponsor Co., Ltd
About Pharmaron Beijing Co.Ltd(300759) (Beijing) new drug Technology Co., Ltd
Verification opinions on providing financial assistance for employees’ house purchase
Orient Securities Company Limited(600958) underwriting sponsor Co., Ltd. (hereinafter referred to as “Oriental Investment Bank” or “sponsor”) as a sponsor of Pharmaron Beijing Co.Ltd(300759) (Beijing) new drug Technology Co., Ltd. (hereinafter referred to as ” Pharmaron Beijing Co.Ltd(300759) ” or “company”) for initial public offering of shares and listing on GEM, in accordance with the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 13 – sponsor business According to the requirements of relevant laws, regulations and normative documents, such as the Listing Rules of Shenzhen Stock Exchange on the gem and the self regulatory guidelines for listed companies on the Shenzhen Stock Exchange No. 2 – standardized operation of listed companies on the gem, the matters of Pharmaron Beijing Co.Ltd(300759) providing financial assistance for employees’ house purchase have been verified. The details are as follows:
1、 Overview of funding matters
1. Scope of application: the company and its wholly-owned subsidiaries in China.
2. Qualification of applicants: regular employees who have a doctor’s degree (including those who graduated from the doctor’s class of KANGLONG College) and whose rank is below vicepresident, have signed a labor contract with the company and have served for more than one year, the second entry shall be calculated according to the latest entry time, and the applicant has no bad credit records and no violations of laws and disciplines.
Except directors, supervisors, senior managers, actual controllers, shareholders holding more than 5% of the company’s shares and their affiliates.
3. Loan limit: the total amount shall not exceed 10% of the latest audited net assets of the company when the loan occurs. The loan returned by the employee and the unused amount will be recycled for the subsequent application for house purchase loan of the company’s employees. The personal loan amount of employees shall not exceed Shanghai Pudong Development Bank Co.Ltd(600000) yuan. Each qualified employee can only apply for house purchase loan once in a loan cycle.
4. Source of funds: the company’s own funds.
5. Purpose of loan: the loan is used for the only commercial house purchased by the applicant in the place of work. It can be the first or improved house.
6. Loan term and repayment method: the maximum loan term shall not exceed 5 years. The loan shall be repaid in equal monthly installments from the first month after the loan, which shall be deducted from the applicant’s after tax monthly salary until it is paid off.
7. Loan interest: interest free.
8. Approval procedure: this financial assistance is within the scope of the board of directors’ deliberation authority and does not need to be submitted to the general meeting of shareholders for deliberation, nor does it constitute a connected transaction.
The board of directors intends to authorize the company’s manager office to organize the company’s human resources department, finance department and legal department to coordinate, manage and supervise matters related to loan and repayment; It also requires the internal control department to include the relevant borrowings into the scope of internal control and supervision in 2022.
2、 Risk prevention measures
With regard to the loan, the company signed the loan contract with the employees to clarify the repayment plan and make detailed provisions on the breach of contract. If the loan employee leaves the company within the specified loan service period (including but not limited to resignation, no renewal or dismissal after the expiration of the labor contract), the loan employee must pay off all the loans at one time at the finance department before leaving the company. If the company or its subsidiaries fail to pay off all the loans before leaving the company, they have the right to bring a lawsuit to the court.
If an employee arbitrarily changes the purpose of the loan, checks out after obtaining the loan, makes false statements in the process of loan application or forges materials in the process of loan, is punished for violating the company’s rules and regulations, or fails to pass the annual performance assessment after loan, i.e. the grade is “d”, the company has the right to recover the loan in advance.
3、 Accumulated amount of financial assistance and overdue amount
As of the date of issuance of this verification opinion, the total balance of financial assistance provided by the company to the outside world is RMB 0 (excluding the loan amount and the financial assistance of the company to its holding subsidiaries), and there is no situation that the financial assistance has not been recovered within the time limit.
4、 Relevant approval procedures and special opinions
(I) deliberations of the board of directors
The 18th meeting of the second board of directors held by the company reviewed and approved the proposal on the company’s financial assistance for employees’ house purchase, and agreed that the company would provide interest free house purchase loan assistance for qualified employees for up to 5 years.
(II) deliberation of the board of supervisors
The 14th meeting of the second board of supervisors held by the company deliberated and adopted the above proposal.
(III) opinions of independent directors
The independent directors of the company clearly agreed with this: the company uses its own funds to provide financial assistance to regular employees with a doctorate (including those who graduated from the doctoral program of KANGLONG College) and below the rank of vice president, who have signed a labor contract with the company and have served for more than one year, which can further improve the employee welfare system, motivate employees’ work enthusiasm, and better attract and retain core talents in key positions. The subsidy does not damage the legitimate rights and interests of the company and all shareholders, especially minority shareholders. The decision-making procedures of the company on this matter comply with the provisions of relevant laws, regulations, departmental rules and the articles of association. Therefore, we unanimously agree that the company will provide financial assistance for employees’ house purchase.
5、 Verification opinions of the recommendation institution
After verification, the sponsor believes that the financial assistance provided by the company for employees’ house purchase has been deliberated and approved at the 18th meeting of the second board of directors and the 14th meeting of the second board of supervisors, and the independent directors have issued clear consent opinions. The financial assistance has fulfilled the necessary decision-making procedures and is in line with the stock listing rules of Shenzhen Stock Exchange The requirements of relevant laws, administrative regulations, departmental rules and business rules, such as the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM. On the premise of not affecting its normal operation, the company uses its own funds to provide financial assistance to qualified employees, which can further improve the employee welfare system and stimulate employees’ work enthusiasm. There is no situation that damages the legitimate rights and interests of the company and all shareholders, especially small and medium-sized shareholders.
In conclusion, the sponsor has no objection to the company’s financial assistance for employees’ house purchase this time.
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(there is no text on this page, which is the signature and seal page of Orient Securities Company Limited(600958) underwriting recommendation Co., Ltd. on the verification opinions of Pharmaron Beijing Co.Ltd(300759) (Beijing) new drug Technology Co., Ltd. on providing financial assistance for employees’ house purchase) recommendation representative:
Cui Hongjun
Zheng Rui
Orient Securities Company Limited(600958) underwriting and recommendation Co., Ltd. March 25, 2022
