Securities abbreviation: Youcare Pharmaceutical Group Co.Ltd(688658) securities code: 688658 Shanghai Rongzheng Investment Consulting Co., Ltd
about
Youcare Pharmaceutical Group Co.Ltd(688658)
Restricted stock incentive plan for 2021
First grant
of
Independent financial advisor Report
January 2022
catalogue
1、 Interpretation 2. Statement 3. Basic assumptions 4. Opinions of independent financial advisor 5. Documents for future reference and consultation methods 10 I. interpretation 1 Listed company, company, the company, Youcare Pharmaceutical Group Co.Ltd(688658) : refers to Youcare Pharmaceutical Group Co.Ltd(688658) . 2. Equity incentive plan, restricted stock incentive plan, this incentive plan, incentive plan and this plan: refer to the 2021 restricted stock incentive plan (Draft) of yuekang Pharmaceutical Group Co., Ltd. 3. Restricted stock, underlying stock and class II restricted stock: the A-share common stock of the company obtained and registered by the incentive object meeting the grant conditions of the incentive plan after meeting the corresponding benefit conditions. 4. Total share capital: refers to the total issued share capital of the company when the plan is considered and approved by the general meeting of shareholders. 5. Incentive objects: directors, senior managers, core technicians and other personnel deemed necessary by the board of directors of the company (including subsidiaries) who obtain restricted shares in accordance with the provisions of the incentive plan. 6. Grant date: refers to the date on which the company grants restricted shares to incentive objects. 7. Grant price: refers to the price of each restricted stock granted by the company to the incentive object. 8. Validity period: the period from the date of grant of restricted shares to the date when all the restricted shares granted to the incentive object are vested or invalid. 9. Ownership: after the incentive object meets the benefit conditions, the listed company registers its shares in the incentive object’s account. 10. Vesting conditions: the restricted stock incentive plan is established, and the incentive object is the benefit conditions required to obtain the incentive stock. 11. Vesting date: after the restricted stock incentive object meets the benefit conditions, the date of completing the registration of the granted shares must be the trading day. 12. 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 Administrative measures: refers to the administrative measures for equity incentive of listed companies Listing Rules: refers to the Listing Rules of Shanghai Stock Exchange on the science and innovation board Business Guide: Business Guide for information disclosure of listed companies on the Kechuang board No. 4 – disclosure of equity incentive information 17 Articles of association: refers to the Youcare Pharmaceutical Group Co.Ltd(688658) articles of association CSRC: refers to the China Securities Regulatory Commission. 19. Stock Exchange: refers to Shanghai Stock Exchange. 20. RMB, ten thousand yuan: refers to RMB, ten thousand yuan
2、 Statement
The independent financial advisor hereby makes the following statement on this report:
(I) the documents and materials on which the independent financial adviser’s report is based are provided by Youcare Pharmaceutical Group Co.Ltd(688658) . All parties involved in the plan have assured the independent financial adviser that all the documents and materials provided for the issuance of the independent financial adviser’s report are legal, true, accurate, complete and timely, without any omission, false or misleading statements, and are responsible for their legality, authenticity Be responsible for accuracy, completeness and timeliness. The independent financial advisor shall not bear any risk liability arising therefrom.
(II) the independent financial adviser only expresses opinions on whether the restricted stock incentive plan is fair and reasonable to Youcare Pharmaceutical Group Co.Ltd(688658) shareholders, the impact on shareholders’ rights and interests and the sustainable operation of the listed company, does not constitute any investment suggestions for Youcare Pharmaceutical Group Co.Ltd(688658) , and does not bear any responsibility for the possible risks arising from any investment decisions made by investors according to this report.
(III) 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.
(IV) the independent financial consultant requests all shareholders of the listed company to carefully read the relevant information about the restricted stock incentive plan publicly disclosed by the listed company.
(V) based on the principle of diligence, prudence and due diligence to all shareholders of the listed company, the independent financial adviser conducted in-depth investigation on the matters involved in the restricted stock incentive plan and carefully reviewed the relevant materials. The scope of investigation includes the articles of association of the listed company, salary management measures, relevant resolutions of the board of directors and the general meeting of shareholders Financial reports of relevant companies, production and operation plans of the company, and effective communication with relevant personnel of the listed company. On this basis, the independent financial adviser’s report is issued, and is responsible for the authenticity, accuracy and completeness of the report.
The independent financial adviser’s report is prepared in accordance with the requirements of laws, regulations and normative documents such as the company law, the securities law, the administrative measures, the listing rules and the business guide, and based on the relevant materials provided by the listed company.
3、 Basic assumptions
The independent financial advisor’s report issued by the financial advisor is based on the following assumptions:
(I) there is no significant change in the current relevant national laws, regulations and policies;
(II) the information on which the independent financial adviser is based is authentic, accurate, complete and timely; (III) the relevant documents issued by the listed company for this restricted stock incentive plan are true and reliable; (IV) there are no other obstacles to this restricted stock incentive plan, and all agreements involved can be effectively approved and finally completed on schedule;
(V) 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;
(VI) there is no significant adverse impact caused by other unpredictable and force majeure factors.
4、 Opinions of the independent financial adviser (I) approval procedures of the restricted stock incentive plan
Youcare Pharmaceutical Group Co.Ltd(688658) the 2021 restricted stock incentive plan has fulfilled the necessary approval procedures:
1. On December 1, 2021, the company held the 18th meeting of the first board of directors, The proposal on the company’s 2021 restricted stock incentive plan (Draft) > and its summary, the proposal on the company’s assessment and management measures for the implementation of the 2021 restricted stock incentive plan, and the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to the 2021 restricted stock incentive plan were reviewed and approved. The independent directors of the company have expressed their independent opinions on the relevant proposals of the incentive plan.
On the same day, the company held the 15th meeting of the first board of supervisors, deliberated and adopted the proposal on the company’s restricted stock incentive plan in 2021 (Draft) and its summary, the proposal on the company’s assessment and management measures for the implementation of the restricted stock incentive plan in 2021, and the proposal on verifying the list of incentive objects of the company’s restricted stock incentive plan in 2021, The board of supervisors of the company verified the relevant matters of the incentive plan and issued relevant verification opinions.
2. On December 2, 2021, the company opened the website of Shanghai Stock Exchange (www.sse. Com. CN.) Disclosed the notice of Youcare Pharmaceutical Group Co.Ltd(688658) on convening the fourth extraordinary general meeting of shareholders in 2021 (Announcement No.: 2021-051). On the same day, the company posted on the website of Shanghai Stock Exchange (WW. SSE. Com. CN.) The Youcare Pharmaceutical Group Co.Ltd(688658) announcement on public solicitation of entrusted voting rights by independent directors (Announcement No.: 2021-050) was disclosed. Mr. Chen Keji, the independent director of the company, as the soliciter, solicited entrusted voting rights from all shareholders of the company on the relevant proposals of the company’s incentive plan deliberated at the fourth extraordinary general meeting of shareholders in 2021.
3. From December 2, 2021 to December 11, 2021, the company publicized the list of proposed incentive objects of the incentive plan within the company. During the publicity period, the board of supervisors of the company did not receive any objection related to the incentive objects of the incentive plan. For details, please refer to the website of Shanghai Stock Exchange (WW. SSE. Com. CN.) on December 15, 2021 The disclosed statement of the board of supervisors on the verification opinions and publicity of the list of incentive objects of the company’s restricted stock incentive plan in 2021 (Announcement No.: 2021-055).
4. On December 21, 2021, the company held the fourth extraordinary general meeting of shareholders in 2021, The proposal on the company’s 2021 restricted stock incentive plan (Draft) and its summary, the proposal on the measures for the implementation and assessment of the company’s 2021 restricted stock incentive plan, and the proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to the 2021 fixed-term stock incentive plan were reviewed and adopted. On the same day, the company posted on the website of Shanghai Stock Exchange (WW. SSE. Com. CN.) Disclosed the Youcare Pharmaceutical Group Co.Ltd(688658) self inspection report on the trading of company shares by insiders and incentive objects of the restricted stock incentive plan in 2021 (Announcement No.: 2021-057).
5. On January 7, 2022, the company held the 19th meeting of the first board of directors and the 16th meeting of the first board of supervisors, deliberated and adopted the proposal on granting restricted shares to incentive objects for the first time. The independent directors of the company expressed their independent opinions on this matter and believed that the grant conditions had been met, the subject qualification of the incentive object was legal and effective, and the determined grant date met the relevant provisions. The board of supervisors verified the list of incentive objects on the grant date and issued verification opinions.
In conclusion, the independent financial adviser believes that as of the date of issuance of this report, Youcare Pharmaceutical Group Co.Ltd(688658) the restricted shares granted to the incentive object have obtained the necessary approval and authorization, which is in line with the relevant provisions of the administrative measures, listing rules and incentive plan. (II) differences between the restricted stock incentive plan implemented this time and the restricted stock incentive plan approved by the general meeting of shareholders
The content of this grant is consistent with the relevant content of the incentive plan approved by the fourth extraordinary general meeting of shareholders in 2021. (III) description of the restricted stock grant conditions
According to the provisions of the incentive plan, when the following grant conditions are met at the same time, the company will grant restricted shares to the incentive object. On the contrary, if any of the following grant conditions are not met, restricted shares cannot be granted to the incentive object.
1. The company is not under any of the following circumstances:
(1) An audit report with a negative opinion or unable to express an opinion on the financial and accounting report of the most recent fiscal year issued by a certified public accountant;
(2) The internal control of the financial report of the most recent fiscal year is an audit report with a negative opinion or unable to express an opinion issued by a certified public accountant;
(3) Failure to distribute profits in accordance with laws and regulations, the articles of association and public commitments within the last 36 months after listing;
(4) Equity incentive is not allowed according to laws and regulations;
(5) Other circumstances recognized by the CSRC.
2. The incentive object does not have any of the following situations:
(1) Being identified as inappropriate by the stock exchange within the last 12 months;
(2) It has been identified as an inappropriate candidate by the CSRC and its dispatched offices within the last 12 months;
(3) Being administratively punished by the CSRC and its dispatched offices or taking market entry prohibition measures for major violations of laws and regulations within the last 12 months;
(4) Those who are not allowed to serve as directors or senior managers of the company as stipulated in the company law; (5) Those who are not allowed to participate in equity incentive of listed companies according to laws and regulations;
(6) Other circumstances recognized by the CSRC.
After verification, the independent financial adviser believes that as of the date of issuance of this report, Youcare Pharmaceutical Group Co.Ltd(688658) and its incentive objects have not been under any of the above circumstances, and the granting conditions of the company’s restricted stock incentive plan have been met. (IV) initial grant of restricted shares
1. First grant date: January 7, 2022
2. Number of shares granted for the first time: 10.519 million shares
3. Number of persons granted for the first time: 113
4. Initial grant price: 10.97 yuan / share
5. Stock source: the company issues RMB A-share common stock to the incentive object
6. Validity period, vesting period and vesting arrangement of the incentive plan:
(1) The validity period of this incentive plan shall be no more than 64 months from the date of granting restricted shares to the date when all the restricted shares granted to the incentive object are vested or invalid.
(2) The restricted shares granted by the incentive plan will be vested in several times according to the agreed proportion after the incentive object meets the corresponding attribution conditions, and the attribution date must be the trading day. If the incentive objects are directors and senior managers of the company, the restricted shares obtained by them shall not be vested in the following periods:
① 30 days before the announcement of the company’s periodic report, if the announcement date of the periodic report is delayed due to special reasons, it shall be calculated from 30 days before the original scheduled announcement date to 1 day before the announcement;
② 10 days before the announcement of the company’s performance forecast and performance express;
③ From the date of major events that may have a great impact on the trading price of the company’s shares and their derivatives or the date of entering the decision-making process to 2 trading days after disclosure according to law;
④ Other periods prescribed by the CSRC and the Shanghai Stock Exchange.
The above “major events” are the transactions or other major events that the company shall disclose in accordance with the Listing Rules of science and Innovation Board of Shanghai Stock Exchange.
The vesting period and vesting arrangement of restricted shares granted for the first time in the incentive plan are as follows:
The proportion of the number of vested interests in the total granted interests at the time of ownership arrangement
The restrictive of the first grant shall be from the first trading day after 16 months from the date of the first grant to the first 40%
The last trading day within 28 months from the date of grant of the first vesting period
First granted restrictive
