Company abbreviation: Guangzhou Wondfo Biotech Co.Ltd(300482) securities code: 300482 Shanghai Rongzheng Investment Consulting Co., Ltd
about
Guangzhou Wondfo Biotech Co.Ltd(300482)
Restricted stock incentive plan for 2020
Matters related to revision, adjustment, reservation and grant
of
Independent financial advisor Report
January 2022
catalogue
1、 Interpretation 3 II. Statement 4 III. basic assumptions 5 IV. approval procedures that have been performed for this incentive plan 6 v. amendments to the incentive plan 8 VI. adjustment of this incentive plan 10 VII. Reserved awards of this incentive plan 12 VIII. Verification opinions of the independent financial adviser 14 X. documents for future reference and consultation methods fifteen
1、 Interpretation
Guangzhou Wondfo Biotech Co.Ltd(300482) , the company and the public refer to Guangzhou Wondfo Biotech Co.Ltd(300482)
Company, listed company
This incentive plan and this plan refer to the Guangzhou Wondfo Biotech Co.Ltd(300482) 2020 restricted stock incentive plan (Revised Draft)
According to the conditions and prices specified in the incentive plan, the company grants a certain number of company shares of the first type of restricted stock index to the incentive object. These shares are set with a certain period of restricted sale period. The restricted sale and circulation can be lifted only after the conditions for lifting the restricted sale specified in the incentive plan are met
The second type of restricted stock refers to the shares of the company obtained and registered by incentive objects who meet the grant conditions of the incentive plan after meeting the corresponding attribution conditions
Incentive objects refer to the directors, senior managers, middle managers and core backbone of the company who obtain restricted shares in accordance with the provisions of the 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
Grant price refers to the price of each restricted stock granted by the company to the incentive object
Validity period refers to the period from the date of completion of registration / grant of restricted stock grant to the date when all restricted stocks granted to incentive objects are released from restriction / ownership or repurchase / invalidation
Restricted sale period means that the first type of restricted shares granted to the incentive object under the incentive plan are prohibited from being transferred
The period during which debt is transferred, guaranteed or repaid
The release period refers to the period during which the restricted shares of class I held by the incentive object can be released and listed for circulation after the release conditions specified in the incentive plan are met
The conditions for lifting the restriction refer to the conditions that must be met for the incentive object to obtain the first type of restricted shares to lift the restriction according to the incentive plan
Attribution refers to the behavior that the listed company registers the shares in the incentive object's account after the restricted stock incentive object meets the benefit conditions
Vesting conditions refer to the benefit conditions set up by the restricted stock incentive plan, and the incentive object is to obtain the incentive stock
Vesting date refers to the date on which the authorized shares are registered after the restricted stock incentive object meets the benefit conditions. It must be the trading day
Company law means the company law of the people's Republic of China
Securities Law means the securities law of the people's Republic of China
The Administrative Measures refer to the administrative measures for equity incentive of listed companies
Listing Rules refer to Shenzhen Stock Exchange GEM Listing Rules
Guide No. 1 refers to the self regulatory guide No. 1 - business handling of companies listed on the gem of Shenzhen Stock Exchange
Articles of association means the Guangzhou Wondfo Biotech Co.Ltd(300482) articles of association
CSRC refers to the China Securities Regulatory Commission
Stock exchange refers to Shenzhen Stock Exchange
Yuan means RMB 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 Guangzhou Wondfo Biotech Co.Ltd(300482) . All parties involved in the plan have guaranteed to the independent financial adviser that all the documents and materials provided for issuing 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 Guangzhou Wondfo Biotech Co.Ltd(300482) shareholders, the impact on shareholders' rights and interests and the sustainable operation of the listed company, does not constitute any investment suggestions for Guangzhou Wondfo Biotech Co.Ltd(300482) , 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 the company law, securities law, administrative measures and other laws, regulations and normative documents and 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、 The approval procedures for this incentive plan have been fulfilled
1. On December 18, 2020, the company held the 29th meeting of the third board of directors, deliberated and adopted the proposal on the company's 2020 restricted stock incentive plan (Draft) and its summary, and the proposal on the company's assessment management method for the implementation of 2020 restricted stock incentive plan Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive; On the same day, the company held the 24th Meeting of the third board of supervisors, deliberated and passed the proposal on the company's 2020 restricted stock incentive plan (Draft) and its summary, and the proposal on the company's measures for the assessment and management of the implementation of 2020 restricted stock incentive plan Proposal on verifying the list of incentive objects reserved and granted in the 2020 restricted stock incentive plan of the company. The independent directors of the company have expressed independent opinions on matters related to the equity incentive plan.
2. The company has publicized the names and positions of the list of incentive objects to be reserved and granted in the incentive plan within the company from December 24, 2020 to January 3, 2021. During the publicity period, the board of supervisors of the company did not receive any objection about the proposed incentive objects, and disclosed the verification opinions and publicity statement of the board of supervisors on the list of incentive objects reserved and granted in the company's 2020 restricted stock incentive plan on January 12, 2021.
3. On January 15, 2021, the company held the first extraordinary general meeting of shareholders in 2021, deliberated and adopted the proposal on the company's 2020 restricted stock incentive plan (Draft) and its summary, and the proposal on the company's measures for the assessment and management of the implementation of 2020 restricted stock incentive plan The proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive has approved the company's 2020 restricted stock incentive plan. On the same day, the company disclosed the self inspection report on the trading of the company's shares by insiders and incentive objects of the 2020 restricted stock incentive plan.
4. On January 29, 2021, the company held the 30th meeting of the third board of directors and the 25th meeting of the third board of supervisors respectively, deliberated and passed the proposal on reserving and granting restricted shares to incentive objects. The board of directors agreed to grant 950000 class I restricted shares to 18 incentive objects and 2882000 class II restricted shares to 323 incentive objects, The reserved grant date of this incentive plan is January 29, 2021. The independent directors of the company expressed independent opinions on this. The board of supervisors verified the list of incentive objects granted restricted shares this time and issued verification opinions.
5. On February 26, 2021, the company completed the grant registration of class I restricted shares under the 2020 restricted stock incentive plan. The number of incentive objects who have completed the grant registration is 18, the registered number is 950000 shares, and the listing date of the registered shares is February 26, 2021.
6. On March 30, 2021, the 31st meeting of the third board of directors and the 26th meeting of the third board of supervisors deliberated and adopted the proposal on adjusting the repurchase price of restricted shares and repurchase and cancellation of some restricted shares. This repurchase cancellation was completed on July 23, 2021.
7. On December 1, 2021, the sixth meeting of the Fourth Board of directors of the company considered and approved the proposal on Revising the 2020 restricted stock incentive plan and agreed to revise the relevant matters of the 2020 restricted stock incentive plan. The proposal was deliberated and adopted at the fifth meeting of the Fourth Board of supervisors of the company. The independent directors of the company expressed their independent opinions on matters related to the revision of the 2020 restricted stock incentive plan, and the law firm issued a legal opinion on matters related to the adjustment of the restricted stock incentive plan.
8. On January 14, 2022, the 7th Meeting of the 4th board of directors of the company deliberated and approved the proposal on adjusting the 2020 restricted stock incentive plan and the proposal on granting some restricted stocks reserved in the 2020 incentive plan to incentive objects, Agree to adjust the grant price of this incentive plan according to the relevant provisions of the company's incentive plan and the company's annual equity distribution in 2020, and the grant price of class II restricted shares is adjusted to 26.98 yuan / share; It is agreed that the reserved grant date of this incentive plan is January 14, 2022. The company grants 543400 class II restricted shares to 33 incentive objects who meet the grant conditions, and the grant price is 26.98 yuan / share. The above proposal was considered and adopted at the 6th meeting of the 4th board of supervisors of the company. The independent directors of the company expressed their independent opinions on the reserved part of the grant, and the law firm issued a legal opinion on the reserved part of the grant.
In conclusion, the independent financial adviser believes that as of the date of issuance of this report, the reserved restricted stock granted to incentive objects by the board of directors of the company has obtained the necessary approval and authorization, which is in line with the management measures and the relevant provisions of the company's 2020 restricted stock incentive plan.
5、 Amendments to this incentive plan
(I) reasons for revision
On January 7, 2022, Shenzhen Stock Exchange issued the self discipline regulation of companies listed on the gem of Shenzhen Stock Exchange
The guide No. 1 - business handling has updated the requirements for listed companies to implement equity incentive. according to
For the above policy adjustment, the company plans to revise the incentive plan.
