Youcare Pharmaceutical Group Co.Ltd(688658)
Proposal of independent directors on the 19th meeting of the first board of directors
Independent opinion of
In accordance with the company law of the people’s Republic of China, the Listing Rules of the science and Innovation Board of Shanghai Stock Exchange, the guiding opinions on the establishment of independent director system in listed companies, the articles of association and the working system of independent directors of the company, we, as independent directors of Youcare Pharmaceutical Group Co.Ltd(688658) (hereinafter referred to as “the company”), are, We hereby review the relevant proposals of the 19th meeting of the first board of directors of the company and express the following independent opinions:
1. According to the authorization of the company’s fourth extraordinary general meeting in 2021, the board of directors determined that the first grant date of the company’s restricted stock incentive plan in 2021 was January 7, 2022, which was in accordance with the administrative measures for equity incentive of listed companies (hereinafter referred to as the “administrative measures”) and other laws Regulations and relevant provisions on the grant date in the company’s 2021 restricted stock incentive plan (Draft) (hereinafter referred to as “incentive plan (Draft)”) and its abstract.
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 incentive objects granted with restricted shares for the first time determined by the company comply with the company law of the people’s Republic of China, the securities law of the people’s Republic of China and other relevant laws and regulations, as well as the provisions on the qualification of the incentive plan in the articles of association, and meet the incentive object conditions specified in the management law, They all meet the requirements of the Listing Rules of Shanghai Stock Exchange on the science and innovation board and the scope of incentive objects specified in the company’s incentive plan (Draft), and their subject qualification as incentive objects of the company’s incentive plan is legal and effective.
4. The implementation of this incentive plan by the company is conducive to further improving the corporate governance structure, improving the company’s incentive mechanism, enhancing the sense of responsibility and mission of the company’s management team and business backbone to realize 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.
In conclusion, we agree that the grant date of the incentive plan is January 7, 2022, and agree to grant 10.519 million restricted shares to 113 incentive objects at the price of 10.97 yuan / share.
Independent directors: Chen Keji, Wang Bo, Cheng Hua January 7, 2022
