Jafron Biomedical Co.Ltd(300529)
On the 29th meeting of the 4th board of directors by independent directors
Independent opinions on relevant matters
As an independent director of the company in accordance with the guiding opinions on the establishment of independent director system in listed companies, Shenzhen Stock Exchange GEM Listing Rules (revised in 2020) and other relevant laws, regulations and normative documents of China Securities Regulatory Commission, as well as Jafron Biomedical Co.Ltd(300529) (hereinafter referred to as the “company”), the articles of association of the company and the working system of independent directors, Based on the position of independent judgment, we express the following independent opinions on the relevant matters considered at the 29th meeting of the Fourth Board of directors of the company:
1、 Independent opinions on the company’s 2022 stock option incentive plan (Draft) and its summary. The company plans to implement the 2022 stock option incentive plan. We believe that:
1. The company is not prohibited to implement the equity incentive plan by laws and regulations such as the administrative measures for equity incentive of listed companies (hereinafter referred to as the “administrative measures”) and the Listing Rules of Shenzhen Stock Exchange gem (revised in 2020) (hereinafter referred to as the “Listing Rules”), and the company has the subject qualification to implement the equity incentive plan.
2. The formulation and review process of the company’s 2022 stock option incentive plan (Draft) and its summary comply with the provisions of the administrative measures, listing rules and other relevant laws, regulations, rules and normative documents. 3. The incentive objects determined by the company’s stock option incentive plan meet the qualifications specified in the company law, securities law, articles of association and other laws, regulations and normative documents. The incentive objects determined in the incentive plan are the directors, senior managers, middle managers and core backbone of the company (including branches and holding subsidiaries), who are formal employees of the company, excluding independent directors, supervisors, shareholders or actual controllers who individually or jointly hold more than 5% of the shares of the company and their spouses, parents and children, And the following situations do not exist:
(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.
The determined incentive objects meet the incentive object conditions specified in the administrative measures, listing rules and other regulations, meet the incentive object scope specified in the 2022 stock option incentive plan (Draft) and its abstract, and their qualification as the incentive object of the company’s stock option incentive plan is legal and effective.
4. The content of the company’s 2022 stock option incentive plan (Draft) complies with the provisions of the administrative measures, listing rules and other relevant laws and regulations. The grant and exercise arrangements of stock options for incentive objects do not violate the provisions of relevant laws and regulations, and there is no damage to the interests of the company and all shareholders. 5. The company has no plans or arrangements to provide loans, loan guarantees or any other financial assistance to the incentive objects.
6. The company’s implementation of the 2022 stock option 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 realizing the company’s sustainable and healthy development, is conducive to the company’s sustainable development and does not harm the interests of the company and all shareholders. 7. When the board of directors of the company deliberated the relevant proposals, the related directors have avoided voting in accordance with the company law, the securities law, the administrative measures, the articles of association and other laws, regulations and normative documents, and the non related directors have deliberated and voted.
To sum up, we believe that this stock option incentive plan of the company 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. We unanimously agree that the company will implement this equity incentive plan.
2、 Independent opinions on the management measures for the implementation and assessment of the 2022 stock option incentive plan of the company. The establishment of the assessment indicators of the stock option incentive plan complies with the basic provisions of laws, regulations and the articles of association. The assessment indicators are divided into two levels: company level performance assessment and individual level performance assessment. The performance evaluation index at the company level is operating income. Operating income can reflect the company’s operating conditions and market development confidence, and is one of the important indicators to predict the company’s business trend. On the basis of comprehensive consideration of relevant factors such as macro environment, historical performance, industry development, market competition and the company’s future development plan, the performance assessment objectives of the company with an operating revenue of no less than 3.57 billion yuan, 4.88 billion yuan and 6.36 billion yuan from 2022 to 2024 are set. The performance assessment indicators of the company in this incentive plan are set reasonably and scientifically. For the incentive object, the performance goal is clear and challenging.
In addition to the performance appraisal at the company level, the company has also set up a strict performance appraisal system for individuals, 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 exercise conditions according to the performance evaluation 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.
Independent directors: Cui Songning, Zhou LingHong, Yang Bai January 17, 2022
