Jiangsu Aidea Pharmaceutical Co.Ltd(688488)
Independent directors’ opinions on the 21st Meeting of the first board of directors
Independent opinions on relevant matters
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”), the Listing Rules of shares on the science and Innovation Board of Shanghai Stock Exchange (hereinafter referred to as the “Listing Rules”), the guiding opinions on the establishment of independent director system in listed companies and other laws and regulations According to the normative documents and the articles of association of Jiangsu Aidea Pharmaceutical Co.Ltd(688488) (hereinafter referred to as the “articles of association”), as an independent director of Jiangsu Aidea Pharmaceutical Co.Ltd(688488) (hereinafter referred to as the “company”), based on the independent, prudent and objective position, we express the following independent opinions on the relevant matters submitted to the 21st Meeting of the first board of directors for deliberation:
1、 Independent opinions on the 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 for 2022 (Draft) and its abstract comply with the provisions of relevant laws, regulations, rules and normative documents such as the measures for the administration of equity incentive of listed companies (hereinafter referred to as the “administrative measures”) and the listing rules.
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 by the company’s restricted stock incentive plan have the qualifications specified in 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”), the articles of Association and other laws, regulations and normative documents; There is no situation that the stock exchange has identified it as an inappropriate candidate within the last 12 months; There is no case that the CSRC and its dispatched offices have identified it as an inappropriate candidate 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 are no circumstances under which the company law stipulates that he shall not serve as a director or senior manager of the company; There are no circumstances where laws and regulations stipulate that they are not allowed to participate in the equity incentive of listed companies. The listed personnel meet the incentive object conditions specified in the administrative measures and the listing rules, meet the incentive object scope specified in the company’s restricted stock incentive plan (Draft) in 2022, and their subject qualification as the incentive object of the company’s restricted stock incentive plan is legal Effective.
4. The content of the company’s restricted stock incentive plan (Draft) in 2022 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 and so on; The granting and vesting arrangements for restricted shares of each incentive object (including the granting quantity, granting date, granting conditions, granting price, term of office, vesting conditions, vesting date, etc.) do not violate the provisions of relevant laws, regulations and normative documents, and do not infringe 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 equity incentive plan is conducive to further improve the corporate governance structure, improve the company’s incentive mechanism, enhance the company’s management team and key employees’ sense of responsibility and mission for realizing 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 restricted stock 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 minority shareholders. The incentive objects granted by the company’s restricted stock 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 equity incentive plan and agree to submit the matter to the general meeting of shareholders for deliberation.
2、 Independent opinions on the proposal on the company’s measures for the assessment and management of the implementation of the restricted stock incentive plan in 2022
The setting of assessment indicators of the company’s restricted stock incentive plan complies with the basic provisions of laws and regulations and the articles of association. The appraisal indicators of the restricted stock incentive plan are divided into two levels: company level performance appraisal and individual level performance appraisal.
The company level performance indicators are operating revenue and net profit. Operating income is an important embodiment of measuring the market share of an enterprise. Net profit reflects the profitability of the company, is the ultimate embodiment of the growth of an enterprise, and can establish a better image of the capital market. The performance assessment objectives set by the company fully consider the company’s current operating conditions, future development plans and other comprehensive factors, and the index setting is reasonable and scientific.
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.
In conclusion, we believe that 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. We agree to the management measures for the implementation and assessment of restricted stock incentive plan in 2022 formulated by the company, and agree to submit relevant proposals to the general meeting of shareholders of the company for deliberation. 3、 Independent opinions on the proposal on changing some special accounts for raised funds and adding new special accounts for raised funds
The company’s change of part of the special account for raised funds and the new special account for raised funds meet the company’s development needs, help to improve the management efficiency of raised funds, will not change the purpose of raised funds, and there is no damage to the interests of shareholders. The relevant review procedures are legal and effective, It complies with the relevant laws and regulations such as the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, the Listing Rules of the science and Innovation Board of Shanghai Stock Exchange, the guidelines for the self-discipline supervision of listed companies on the science and Innovation Board of Shanghai Stock Exchange No. 1 – standardized operation, and the relevant provisions of the company’s measures for the management of raised funds. Therefore, The independent directors unanimously agreed to the proposal on changing some special accounts for raised funds and adding special accounts for raised funds. 4、 Independent opinion on the proposal on the prediction of the company’s daily connected transaction quota in 2022 the prediction of the company’s daily connected transaction quota in 2022 is based on the daily business behavior of the company’s actual production and operation needs, based on the market price and following the principle of fair and reasonable pricing, without damaging the interests of the company, its subsidiaries and shareholders. Such related party transactions will not adversely affect the company’s independent operation, financial status and operating results, and the company will not rely on related parties for such transactions. When the board of directors deliberated the proposal, the related directors withdrew from voting, and the deliberation and voting procedures of the meeting met the provisions of relevant laws and regulations. The decision-making procedures for the estimated amount of daily connected transactions in 2022 comply with the provisions of relevant laws, regulations and the articles of association.
In conclusion, we agree with the company’s forecast of daily connected transaction quota in 2022.
5、 Independent opinions on the proposal on the appointment of senior vice president of the company
In accordance with relevant laws and regulations and the articles of association, the nomination method and appointment procedure of Ms. Zhang Jing and Mr. Hong Qi as senior vice presidents of the company are legal and compliant; Ms. Zhang Jing and Mr. Hong Qi have good personal quality and professional ethics, have the professional knowledge required to perform their duties, are competent for the duty needs of the company’s senior managers, and comply with the company law, the Listing Rules of the science and Innovation Board of Shanghai Stock Exchange and the articles of association, It is not found that he is prohibited from taking office according to relevant laws and regulations, and has not been confirmed as a market prohibited person by the CSRC and the prohibition has not been lifted.
Therefore, we agree to appoint Ms. Zhang Jing and Mr. Hong Qi as senior vice presidents of the company. The term of office starts from the date of deliberation and approval of the board of directors to the date of expiration of the term of office of the board of directors.
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