Securities abbreviation: Shenzhen Yhlo Biotech Co.Ltd(688575) securities code: 688575 Shanghai Rongzheng Investment Consulting Co., Ltd
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Shenzhen Yhlo Biotech Co.Ltd(688575)
2022 restricted stock incentive plan (Draft)
Independent financial advisor Report
January 2022
catalogue
1、 Interpretation 3 II. Statement 4 III. basic assumptions 5 IV. main contents of this restricted stock incentive plan 6 (I) scope and distribution of incentive objects 6 (III) validity period, grant date and ownership arrangement of restricted shares 7 (IV) grant price of restricted shares and determination method of grant price 8 (V) conditions for granting and attribution of incentive plan 9 (VI) other contents of the incentive plan 12 v. opinions of independent financial adviser 13 (I) verification opinions on whether the Shenzhen Yhlo Biotech Co.Ltd(688575) 2022 restricted stock incentive plan complies with policies and regulations 13 (II) verification opinions on the feasibility of the company’s equity incentive plan 14 (III) verification opinions on the scope and qualification of incentive objects 14 (IV) verification opinions on the equity limit of equity incentive plan 14 (V) verification opinions on whether the listed company provides any form of financial assistance to the incentive object 15 (VI) verification opinions on the pricing method of equity incentive grant price 15 (VII) verification opinions on whether the equity incentive plan damages the interests of the listed company and all shareholders 16 (VIII) financial opinions on the implementation of equity incentive plan of the company 17 (IX) opinions on the impact of the company’s implementation of equity incentive plan on the sustainable operation ability and shareholders’ equity of listed companies 18 (x) opinions on the rationality of the performance appraisal system and methods of listed companies 18 (XI) others 19 (XII) other matters that should be explained 20 VI. documents for future reference and consultation methods 21 (I) documents for future reference 21 (II) consultation method 21 I. interpretation 1 Listed company, company, Shenzhen Yhlo Biotech Co.Ltd(688575) : refers to Shenzhen Yhlo Biotech Co.Ltd(688575) . 2. Equity incentive plan, restricted stock incentive plan and this incentive plan refer to the 2022 restricted stock incentive plan (Draft) of Shenzhen Shenzhen Yhlo Biotech Co.Ltd(688575) Biotechnology Co., Ltd. 3. Restricted 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 object: the core backbone of the company (including subsidiaries) that obtains 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: refers to the behavior that the listed company registers the shares in the account of the incentive object after the incentive object meets the benefit conditions. 10. Attribution conditions: the incentive object established by the restricted stock incentive plan 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. 13. Securities Law refers to the securities law of the people’s Republic of China. 14. Administrative measures: refers to the administrative measures for equity incentive of listed companies. 15. Listing Rules: refers to the Listing Rules of shares on the science and Innovation Board of Shanghai Stock Exchange Articles of association: refers to the Shenzhen Yhlo Biotech Co.Ltd(688575) articles of association. 17. CSRC: refers to the China Securities Regulatory Commission. 18. Stock Exchange: refers to Shanghai Stock Exchange. 19. Self regulatory guidelines: refers to the self regulatory guidelines for companies listed on the science and Innovation Board No. 4 – disclosure of equity incentive information 20 Yuan: refers to 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 Shenzhen Yhlo Biotech Co.Ltd(688575) . All parties involved in the incentive 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 gives opinions on whether the restricted stock incentive plan is fair and reasonable to Shenzhen Yhlo Biotech Co.Ltd(688575) shareholders, the impact on shareholders’ rights and interests and the sustainable operation of the listed company, does not constitute any investment suggestions for Shenzhen Yhlo Biotech Co.Ltd(688575) , 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 guide to self regulatory supervision, 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、 Main contents of this restricted stock incentive plan
Shenzhen Yhlo Biotech Co.Ltd(688575) the restricted stock incentive plan for 2022 is formulated by the remuneration and assessment committee under the board of directors of the listed company. According to the current policy environment in China and the actual situation of Shenzhen Yhlo Biotech Co.Ltd(688575) , the restricted stock incentive plan is implemented for the incentive objects of the company. This report of the independent financial adviser will give professional opinions on the restricted stock incentive plan.
(I) scope and distribution of incentive objects
1. The total number of incentive objects granted by the incentive plan for the first time is 65, accounting for about 5.64% of the total number of 1152 employees of the company (as of December 31, 2020), including the core backbone of the company (including subsidiaries) when the company announced the incentive plan.
Among the above incentive objects, all incentive objects must have employment or labor relations with the company or its subsidiaries when the company grants restricted shares and within the assessment period specified in the incentive plan.
2. The incentive object of the reserved grant part shall be determined within 12 months after the incentive plan is considered and approved by the general meeting of shareholders. After the proposal of the board of directors, the explicit opinions of the independent directors and the board of supervisors, the professional opinions of lawyers and the legal opinions are issued, the company shall accurately disclose the relevant information of the incentive object on the designated website in time as required. If the incentive object is not specified for more than 12 months, the reserved rights and interests shall become invalid. The criteria for determining the incentive objects of reserved restricted shares shall be determined with reference to the criteria for the first grant, and may include directors, senior managers and core technicians.
The distribution of restricted shares granted by the incentive plan among incentive objects is shown in the table below:
Proportion of granted restrictions to the total share capital (10000 shares) at the time of announcement
1、 First award part (65 persons)
Core backbone 165.80 82.90% 0.41%
2、 Reserved part 34.20 17.10% 0.08%
Total 200.00 100.00% 0.49%
Note: 1. The shares of the company granted by any of the above incentive objects through the equity incentive plan within the whole validity period do not exceed the shares of the company
1.00% of the total amount of the project. The total number of subject shares involved in the equity incentive plan within the whole validity period of the company does not exceed the total share capital of the company
20.00%。 The proportion of reserved rights and interests shall not exceed 20.00% of the number of rights and interests to be granted in the incentive plan.
2. The incentive objects granted for the first time in the plan do not include independent directors, supervisors, shareholders who individually or jointly hold more than 5% of the shares of the listed company
The actual controllers of listed companies and their spouses, parents, children and foreign employees shall not act as incentives, nor shall they include other activities identified in the administrative measures
Personnel of the target.
3. The incentive objects of the reserved part shall be determined within 12 months after the incentive plan is considered and approved by the general meeting of shareholders, and shall be proposed by the board of directors and approved by independent directors
After the company and the board of supervisors express clear opinions, lawyers express professional opinions and issue legal opinions, the company shall timely and accurately disclose the relevant information of incentive objects on the designated website as required. If the incentive object is not specified for more than 12 months, the reserved rights and interests shall become invalid.
4. If the incentive object voluntarily abandons the granted rights and interests for personal reasons, the board of directors shall adjust the number of grants accordingly, adjust the share of rights and interests abandoned by the incentive object to the reserved part or distribute among the incentive objects.
5. If the total number in the above table is inconsistent with the mantissa of the sum of the sub item values, it is caused by rounding.
(II) incentive mode, source and quantity
1. Incentive mode of this incentive plan
The incentive tool adopted in this incentive plan is the second type of restricted stock.
2. Stock source of this incentive plan
The source of the underlying stock involved is the company’s directional issuance of A-share common stock to the incentive object. 3. Number of restricted shares
The number of restricted shares to be granted under the incentive plan is 2 million shares, accounting for about 0.49% of the total share capital of the company at the time of announcement of the draft incentive plan of 405 million shares. Among them, 1658000 shares were granted for the first time, accounting for about 0.41% of the total share capital of the company when the draft incentive plan was announced, and the part granted for the first time accounted for 82.90% of the total equity granted this time; 342000 shares are reserved, accounting for 0.08% of the total share capital of the company when the draft incentive plan is announced, and the reserved part accounts for 17.10% of the total equity granted this time.
As of the date of announcement of the draft incentive plan, the total amount of the underlying shares involved in the equity incentive plan within the full validity period has not exceeded 20.00% of the total share capital of the company when the incentive plan was submitted to the general meeting of shareholders. The cumulative shares of the company granted by any incentive object in the incentive plan through all equity incentive plans within the validity period shall not exceed 1.00% of the total share capital of the company when the incentive plan is submitted to the general meeting of shareholders. (III) validity period, grant date and ownership arrangement of restricted shares
1. Validity of this incentive plan
The validity period of the incentive plan shall be no more than 48 months 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.
2. Grant date of this incentive plan
The granting date shall be determined by the board of directors after the incentive plan is deliberated and approved by the general meeting of shareholders of the company. The grant date must be a trading day.
3. Ownership arrangement of the incentive plan
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 vesting conditions. The vesting date must be the trading day, but shall not be vested within 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 the date of legal settlement
