Guangzhou Wondfo Biotech Co.Ltd(300482)
Independent directors’ opinions on relevant matters of the 7th Meeting of the 4th board of directors
Independent opinion of
As an independent director of Guangzhou Wondfo Biotech Co.Ltd(300482) (hereinafter referred to as “the company”), in accordance with the articles of association, rules of procedure of the board of directors, detailed rules of work of independent directors and other relevant rules and regulations, based on the principle of prudence and independent judgment, we hereby express the following opinions on the relevant matters considered at the seventh meeting of the Fourth Board of directors of the company:
1、 Independent opinions on matters related to the adjustment of 2020 restricted stock incentive plan
The independent directors believe that after review, The company’s adjustment of the granting price and quantity of restricted shares this time complies with the provisions on the adjustment method of the granting quantity and price in the administrative measures for equity incentive of listed companies (hereinafter referred to as the “administrative measures”) and the company’s 2020 restricted stock incentive plan (Revised Draft) (hereinafter referred to as the “incentive plan”).
The adjustment is within the scope of matters authorized by the board of directors at the first extraordinary general meeting of shareholders in 2021, and necessary approval procedures have been performed. The adjustment of grant quantity and grant price is legal and effective. The voting procedures comply with the company law, securities law and other relevant laws and regulations and the articles of association. We unanimously agree that the company will adjust the price and quantity of restricted shares granted under the 2020 restricted stock incentive plan (hereinafter referred to as the “incentive plan”).
2、 Independent opinions on Revising the 2020 restricted stock incentive plan
The company’s revised 2020 restricted stock incentive plan does not harm the interests of the company and shareholders, especially the interests of minority shareholders. The voting procedures and processes are legal and compliant, and comply with the measures for the administration of equity incentive of listed companies and relevant laws and regulations. Therefore, we agree to revise the relevant matters of the 2020 restricted stock incentive plan.
3、 Independent opinions on granting reserved restricted shares to incentive objects
After verification, the independent directors believe that:
(I) the reserved grant conditions of the company’s incentive plan have been met, and there is no prohibition on the implementation of the equity incentive plan.
(II) according to the authorization of the company’s first extraordinary general meeting in 2021, the board of directors determined that the reserved grant date of restricted shares in the company’s incentive plan is January 14, 2022, which complies with the administrative measures and other laws and regulations and the relevant provisions on the grant date in the company’s incentive plan, At the same time, this grant also meets the conditions for the incentive object to be granted restricted shares in this incentive plan.
(III) the incentive objects granted in the reserved part determined by the company’s incentive plan meet the qualifications and conditions as incentive objects specified in the company law, securities law and other relevant laws and regulations and the company’s incentive plan, meet the scope of incentive objects specified in the company’s incentive plan, and the subject qualification is legal and effective. (IV) the company has no plans or arrangements to provide loans, loan guarantees or other financial assistance to incentive objects.
(V) the company’s implementation of equity incentive plan is conducive to further improving the company’s governance structure, improving the company’s incentive mechanism, enhancing the company’s management team and business backbone’s sense of responsibility and mission for the sustainable and healthy development of the company, conducive to the sustainable development of the company and will not harm the interests of the company and all shareholders.
In conclusion, we agree to grant 543400 restricted shares to 33 incentive objects with January 14, 2022 as the reserved grant date.
4、 Independent opinions on repurchase and cancellation of some restricted shares
Due to the resignation of one incentive object in the company’s incentive plan, it no longer has the incentive qualification. According to the management measures and other relevant laws and regulations, the company’s incentive plan and the articles of association, the company shall repurchase and cancel some restricted shares that do not meet the unlocking conditions.
Therefore, the independent directors unanimously agree that:
(I) the company repurchases and cancels all 104000 restricted shares granted but not unlocked by one incentive object, and the repurchase price to be paid by the company is 2805920.00 yuan.
(II) after the cancellation of this repurchase, the company’s incentive plan will continue to be implemented in accordance with the requirements of relevant laws and regulations.
(no text below)
(there is no text on this page, which is the signature page of Guangzhou Wondfo Biotech Co.Ltd(300482) independent directors’ independent opinions on matters related to the seventh meeting of the Fourth Board of directors) independent directors:
Chen Jinqi, Li Cong, eastern section, Chaohui
Guangzhou Wondfo Biotech Co.Ltd(300482) January 14, 2022
