Shanghai Xingong Yihe Enterprise Management Consulting Co., Ltd
about
Sichuan Kelun Pharmaceutical Co.Ltd(002422) 2021 restricted stock incentive plan (Draft) (Second Revision)
of
Independent financial advisor Report
Independent financial advisor:
April, 2002
catalogue
Chapter one states that 3 Chapter II interpretation 5 chapter III basic assumptions Chapter IV main contents of restricted stock incentive plan 7 I. the stock source of this incentive plan 7 II. Number of restricted shares to be granted 8 III. validity period, grant date, restricted sale period, lifting of restricted sale arrangement and lock up period of restricted stock incentive plan 8 IV. the granting price of restricted shares and the determination method of the granting price V. conditions for granting and releasing restricted shares Vi. other contents of restricted stock incentive plan Chapter V opinions of the independent financial advisor 16 I. verification opinions on whether the equity incentive plan meets the provisions of policies and regulations 16 II. Verification opinions on the feasibility of Sichuan Kelun Pharmaceutical Co.Ltd(002422) implementing equity incentive plan 16 III. verification opinions on the scope and qualification of incentive objects 17 IV. verification opinions on the amount of equity granted under the equity incentive plan 18 v. financial opinions on the implementation of equity incentive plan of the company 19 VI. verification opinions on the impact of equity incentive plan on Sichuan Kelun Pharmaceutical Co.Ltd(002422) sustainable operation ability and shareholders' equity 21 VII. Verification opinions on whether Sichuan Kelun Pharmaceutical Co.Ltd(002422) provides any form of financial assistance for incentive objects VIII. Verification opinions on whether the equity incentive plan damages the interests of the listed company and all shareholders 22 IX. opinions on the rationality of the company's performance appraisal system and appraisal management measures 22 X. other matters that should be explained Chapter VI documents and places for future reference 25 I. list of documents for future reference 25 II. Location of documents for future reference twenty-five
Chapter I declaration
Shanghai Xingong Yihe Enterprise Management Consulting Co., Ltd. is entrusted to act as the independent financial consultant (hereinafter referred to as the "independent financial consultant") of Sichuan Kelun Pharmaceutical Co.Ltd(002422) (hereinafter referred to as " Sichuan Kelun Pharmaceutical Co.Ltd(002422) " or "listed company", "company") for this restricted stock incentive plan (hereinafter referred to as the "incentive plan") and prepare this report. The independent financial advisor's report is based on the relevant provisions of the company law of the people's Republic of China, the securities law of the people's Republic of China, the measures for the administration of equity incentive of listed companies and other laws, regulations and normative documents, and based on the relevant materials provided by Sichuan Kelun Pharmaceutical Co.Ltd(002422) to issue the independent financial advisor's opinions for the reference of Sichuan Kelun Pharmaceutical Co.Ltd(002422) all shareholders and relevant parties.
1. The documents and materials on which the independent financial adviser's report is based are provided by Sichuan Kelun Pharmaceutical Co.Ltd(002422) who has guaranteed to the independent financial adviser that the relevant information on this equity incentive provided by Sichuan Kelun Pharmaceutical Co.Ltd(002422) is true, accurate and complete, and that there are no false records, misleading statements or major omissions in such information.
2. Based on the principle of diligence, prudence and due diligence to all shareholders of the listed company, and based on the principle of objectivity and impartiality, the independent financial advisor has conducted due diligence on the equity incentive matters, and has sufficient reasons to believe that there is no material difference between the professional opinions expressed and the documents disclosed by the listed company. And be responsible for the authenticity, accuracy and completeness of the independent financial adviser's report.
3. The opinions expressed by the independent financial adviser are based on the following assumptions: there are no significant changes in the current national laws and regulations, and there are no significant changes in the national policies and market environment of the industry in which the listed company is located; There is no significant change in the social and economic environment of the region where the listed company is located Sichuan Kelun Pharmaceutical Co.Ltd(002422) and the documents provided by relevant parties are true, accurate and complete; All parties involved in this restricted stock incentive plan can fully perform all obligations in good faith and in accordance with the terms of the incentive plan and relevant agreements; The incentive plan can be approved by the competent department without other obstacles and can be completed smoothly; There are no significant changes in the accounting policies and accounting systems currently implemented in this incentive plan; There are no significant adverse effects caused by other force majeure and unpredictable factors.
4. The independent financial advisor has no relationship with the listed company. The independent financial advisor issues an independent financial advisor report on this incentive plan in full accordance with the principles of objectivity and impartiality. At the same time, the independent financial adviser urges investors to carefully read the information publicly disclosed by relevant listed companies such as Sichuan Kelun Pharmaceutical Co.Ltd(002422) 2021 restricted stock incentive plan (Draft) (Second Revision).
5. 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.
6. The independent financial advisor reminds investors that the purpose of this report is to express professional opinions on the feasibility of the incentive plan, whether it is conducive to the sustainable development of the listed company, whether it damages the interests of the listed company and its impact on the interests of shareholders. It does not constitute any investment suggestions for Sichuan Kelun Pharmaceutical Co.Ltd(002422) and the independent financial advisor will not bear any responsibility for the possible risks of any investment decisions made by investors according to this report.
Chapter II interpretation
In this independent financial adviser's report, unless the context specifies, the following abbreviations have the following meanings:
Interpretation item interpretation content
Sichuan Kelun Pharmaceutical Co.Ltd(002422) , listed company, company refers to Sichuan Kelun Pharmaceutical Co.Ltd(002422)
Restricted stock incentive plan and this incentive plan refer to Sichuan Kelun Pharmaceutical Co.Ltd(002422) 2021 restricted stock incentive plan
I. this plan
This report of Shanghai Xingong Yihe Enterprise Management Consulting Co., Ltd. on Sichuan Sichuan Kelun Pharmaceutical Co.Ltd(002422) shares and this independent financial advisory report refer to the independent financial advisory report of the limited company's 2021 restricted stock incentive plan (Draft) (Second Revision)
The independent financial consultant refers to Shanghai Xingong Yihe Enterprise Management Consulting Co., Ltd
Restricted stock refers to the shares of the company whose transfer and other rights are restricted according to the conditions specified in the incentive plan
Incentive objects refer to the senior managers, core managers and core technical (business) personnel of the company (including subsidiaries) who obtain restricted shares in accordance with the provisions of this incentive plan
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 when granting restricted shares to the incentive object and the incentive object obtains the shares of the company
The conditions for the incentive object to exercise its rights and interests set in the incentive plan have not been met, and the restricted stock restricted promissory note shall not be transferred, used for guarantee or debt repayment, which shall be calculated from the date of completion of registration of the incentive object's granting of restricted shares
The period of lifting the restriction on sale refers to the period during which the restricted shares held by the incentive object are lifted and can be listed and circulated after the conditions for lifting the restriction on sale specified in the incentive plan are met
The conditions for lifting the restriction on sale refer to the conditions that must be met for the restricted shares obtained by the incentive object to be lifted according to the incentive plan
The term of validity refers to the period from the date of grant of restricted shares to the date when all restricted shares are lifted or repurchased and cancelled
Remuneration Committee refers to the remuneration and assessment committee of the board of directors of the company
CSRC refers to the China Securities Regulatory Commission
Stock exchange refers to Shenzhen Stock Exchange
China Securities Depository and Clearing Corporation refers to Shenzhen Branch of China Securities Depository and Clearing Corporation Limited
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 listed companies of Shenzhen Stock Exchange No. 1 - business handling
The articles of association refers to the Sichuan Kelun Pharmaceutical Co.Ltd(002422) articles of association
The company's assessment management measures refer to the assessment management measures for the implementation of restricted stock incentive plan in Sichuan Kelun Pharmaceutical Co.Ltd(002422) 2021 (Revised Version)
Yuan / 10000 yuan / 100 million yuan refers to RMB yuan / 10000 yuan / 100 million yuan, the legal currency unit of the people's Republic of China
Chapter III basic assumptions
The independent financial advisor's report is based on the following basic assumptions:
(I) there is no significant change in the current relevant national laws, regulations and policies;
(II) Sichuan Kelun Pharmaceutical Co.Ltd(002422) provided and publicly disclosed materials and information are true, accurate and complete;
(III) there are no other obstacles to the equity incentive plan, and all agreements involved can be effectively approved and finally completed on schedule;
(IV) all parties involved in the implementation of the equity incentive plan can fully perform all their obligations in accordance with the plan of the equity incentive plan and the terms of relevant agreements in accordance with the principle of good faith;
(V) there is no significant adverse effect caused by other force majeure.
Chapter IV main contents of restricted stock incentive plan
Sichuan Kelun Pharmaceutical Co.Ltd(002422) this restricted stock incentive plan was drafted by the Remuneration Committee under the board of directors of the listed company and approved at the 11th meeting of the 7th board of directors.
1、 Stock source of this incentive plan
The restricted shares granted by the incentive plan are the company's A-share common shares repurchased from the secondary market.
During the period from December 16, 2019 to October 31, 2021, the company has repurchased 19145880 shares of the company. The details are as follows:
(1) The company announced the announcement on the completion of the company's share repurchase (2020026) on March 7, 2020. The repurchase plan actually purchased 8511480 shares of the company. After deliberation and confirmation at the sixth meeting of the seventh board of directors held on November 29, 2021, the company plans to cancel these shares;
(2) The company announced the announcement on the completion of share repurchase and share change of the company (2021016) on January 27, 2021. This repurchase plan actually purchased 5223800 shares of the company. The purpose of this repurchase is equity incentive or employee stock ownership plan;
(3) The company announced the announcement on the completion of share repurchase and share change of the company (2021131) on July 24, 2021, and actually purchased 3194000 shares of the company. The purpose of this share repurchase is equity incentive or employee stock ownership plan.
(4) On July 28, 2021, the company held the second meeting of the seventh board of directors, deliberated and approved the proposal on repurchasing the company's shares, and agreed that the company would repurchased the company's shares through centralized bidding transaction for employee stock ownership plan or equity incentive plan under the condition that the total repurchase fund was no more than 60 million yuan and no less than 40 million yuan, and the repurchase price was no more than 24 yuan / share. As of October 31, 2021, the company has repurchased 2216600 shares in the form of centralized bidding transaction, accounting for 0.1555% of the total share capital of the company.
To sum up, the shares of the company to be used in this incentive plan come from the announcement on January 27, 2021
Announcement on the completion of share repurchase and share change of the company (2021016), announcement on the completion of share repurchase and share change of the company (2021131) on July 24, 2021, and the seventh session of the board of directors held on July 28, 2021
