Shenzhen Yhlo Biotech Co.Ltd(688575)
Opinions of independent directors on matters related to the third meeting of the third board of directors
separate opinion
In accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), and the Listing Rules of Shanghai Stock Exchange on the science and Innovation Board (hereinafter referred to as the “Listing Rules”) As an independent director of Shenzhen Yhlo Biotech Co.Ltd(688575) (hereinafter referred to as the “company”), we have carefully reviewed the relevant documents and materials after reviewing the relevant laws and regulations such as the self regulatory guidelines No. 1 – standardized operation of companies listed on the science and Innovation Board of Shanghai Stock Exchange, the rules for independent directors of listed companies and the relevant provisions of the Shenzhen Yhlo Biotech Co.Ltd(688575) articles of Association (hereinafter referred to as the “articles of association”), We hereby express our independent opinions on the matters related to the third meeting of the third board of directors of the company as follows:
1、 Proposal on the company’s restricted stock incentive plan (Draft) in 2022 and its summary 1 The formulation and review process of the company’s restricted stock incentive plan (Draft) for 2022 (hereinafter referred to as the “incentive plan”) and its summary comply with the administrative measures for equity incentive of listed companies (hereinafter referred to as the “administrative measures”), listing rules, self discipline supervision guide for listed companies on the science and Innovation Board No. 4 – disclosure of equity incentive information (hereinafter referred to as the “incentive plan”)“ Provisions of relevant laws, regulations and normative documents such as the self regulatory Guide).
2. It is not found that the company is prohibited from implementing the equity incentive plan as stipulated in the management measures and other laws, regulations and normative documents, and the company has the subject qualification to implement the equity incentive plan.
3. The incentive objects determined in the first part of the incentive plan granted by the company have the qualifications specified in the company law, securities law and other laws, regulations and normative documents as well as the articles of Association; There is no case that the stock exchange, CSRC and its dispatched offices have identified them as inappropriate candidates within the last 12 months; There are no cases in which the CSRC and its dispatched offices have imposed administrative penalties or taken market entry prohibition measures for major violations of laws and regulations in the last 12 months; There is no circumstance that the company is not allowed to serve as a director or senior manager of the company as stipulated in the company law; There are no circumstances where laws and regulations stipulate that they are not allowed to participate in the equity incentive of listed companies. The personnel on the list meet the incentive object conditions specified in the administrative measures and the listing rules, meet the incentive object scope specified in the incentive plan and its summary, and their subject qualification as part of the incentive objects granted by the company for the first time in the incentive plan is legal and effective.
4. The content of this incentive plan of the company complies with the provisions of relevant laws, regulations and normative documents such as the company law, the securities law, the administrative measures, the listing rules, the guide to self regulation and supervision; The granting arrangement and attribution arrangement (including the granting quantity, granting date, granting conditions, granting price, term of office, vesting conditions, vesting date, etc.) of restricted shares to each incentive object did not violate the provisions of relevant laws, regulations and normative legal documents, and did not infringe the interests of the company and all shareholders.
5. The company has no plans or arrangements to provide loans, loan guarantees or other forms of financial assistance to incentive objects.
6. The company’s implementation of this incentive plan is conducive to further improve the corporate governance structure, improve the company’s incentive mechanism, enhance the core backbone’s sense of responsibility and mission for the sustainable and healthy development of the company, is conducive to the sustainable development of the company and will not damage the interests of the company and all shareholders.
To sum up, we believe that the company’s incentive plan is conducive to the sustainable development of the company and the formation of a long-term incentive mechanism for core talents. There is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders. The incentive objects granted by the company for the first time in this incentive plan meet the conditions for becoming restricted stock incentive objects specified in laws, regulations and normative documents. We unanimously agree that the company will implement the incentive plan, and agree that the board of directors will submit the proposal to the general meeting of shareholders for deliberation.
2、 According to the proposal on the company’s measures for the implementation and assessment of the restricted stock incentive plan in 2022, the assessment indicators of the incentive plan are divided into two levels: the company level performance assessment and the individual level performance assessment of the incentive object.
The company level performance index is “net profit growth rate”. The net profit growth rate truly reflects the profitability of the company, is the final embodiment of the growth of the enterprise, and can establish a good capital market image for the enterprise.
The company belongs to the in vitro diagnosis industry. In terms of specific categories, it is mainly the immunodiagnosis field of in vitro diagnosis industry. According to the market research and prediction of allied market research, the scale of the global in vitro diagnosis market is expected to reach a CAGR of 4.8% from 2018 to 2025. Combined with the current macro environment and the development of in vitro diagnosis industry in recent years, according to the company’s development strategy and business objectives, through reasonable business prediction and taking into account the incentive effect of the incentive plan, set the assessment target value and trigger value. The restricted stock incentive plan sets the above net profit growth rate index and ladder ownership assessment mode to realize the dynamic adjustment of equity ownership proportion, reflect the high growth requirements and ensure the expected incentive effect, which is conducive to mobilizing the enthusiasm of employees, improving the company’s core competitiveness, ensuring the realization of the company’s future development strategy and business objectives, and the index setting is reasonable Science.
In addition to the performance appraisal at the company level, the company has set up a strict performance appraisal system for all incentive objects, which can make a more accurate and comprehensive comprehensive evaluation on the work performance of incentive objects. The company will determine whether the individual incentive object meets the attribution conditions according to the performance appraisal results of the incentive object in the previous year.
To sum up, the assessment system of the company’s incentive plan is comprehensive, comprehensive and operable, the setting of assessment indicators is scientific and reasonable, and has a restrictive effect on Incentive objects, which can achieve the assessment purpose of the incentive plan. Therefore, we unanimously agree to the company’s management measures for the implementation and assessment of the restricted stock incentive plan in 2022, and agree to submit the proposal to the general meeting of shareholders for deliberation.
(no text below)
Shenzhen Yhlo Biotech Co.Ltd(688575) independent directors: Zhang Shunwen, Liu Dengming, Li Xuejin January 14, 2022
