Guangzhou Wondfo Biotech Co.Ltd(300482) board of supervisors
Verification opinions on the list of partial grant objects reserved in the company’s 2020 restricted stock incentive plan
The board of supervisors of Guangzhou Wondfo Biotech Co.Ltd(300482) (hereinafter referred to as the “company”) shall, in accordance with the company law, the securities law, the measures for the administration of equity incentive of listed companies (hereinafter referred to as the “measures”) and other relevant laws, regulations, normative documents and the relevant provisions of the articles of association, The company has checked the list of some granted objects reserved in the company’s 2020 restricted stock incentive plan (hereinafter referred to as the “incentive plan”) and expressed the following opinions:
(I) as of the reserved grant date of this incentive plan, the incentive objects of some restricted shares reserved in the company’s 2020 restricted stock incentive plan do not have the circumstances that they shall not become incentive objects as stipulated in Article 8 of the administrative measures and article 8.4.2 of the Listing Rules:
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.
(II) the incentive objects of some restricted shares reserved in the incentive plan are middle-level managers and core technical (business) personnel working in the company (including holding subsidiaries, the same below), who are employees who have established formal employment or labor relations with the company and its subsidiaries, and the incentive objects reserved and granted in the incentive plan do not include independent directors and supervisors, Nor does it include shareholders or actual controllers who individually or jointly hold more than 5% of the company’s shares and their spouses, parents and children.
(III) the incentive objects of some restricted shares reserved in the incentive plan have the qualifications specified in the company law, securities law and other laws, regulations and normative documents as well as the articles of association, and meet the conditions of incentive objects specified in the administrative measures and listing rules, Comply with the scope of incentive objects specified in the company’s 2020 restricted stock incentive plan (Revised Draft) (hereinafter referred to as the “incentive plan”) and its summary.
(IV) the reserved authorization date determined by the board of directors shall comply with the provisions on authorization date in the management measures and the company’s incentive plan. Neither the incentive objects of the company for the first time nor the part reserved for grant are prohibited from granting restricted shares, and the conditions for the incentive objects set in the company’s incentive plan to be granted the part reserved for restricted shares have been met.
In conclusion, the board of supervisors of the company believes that the list of incentive objects reserved and granted in the incentive plan meets the conditions specified in relevant laws, regulations and normative documents, and its subject qualification as the incentive object of the incentive plan is legal and effective.
Guangzhou Wondfo Biotech Co.Ltd(300482) board of supervisors January 14, 2022
