Securities code: 688488 securities abbreviation: Jiangsu Aidea Pharmaceutical Co.Ltd(688488) Shanghai Rongzheng Investment Consulting Co., Ltd
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Jiangsu Aidea Pharmaceutical Co.Ltd(688488)
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 (II) incentive mode, source and quantity 7 (III) validity period, grant date and ownership arrangement of restricted shares 8 (IV) the granting price of restricted shares and the method for determining the granting price 9 (V) conditions for granting and attribution of incentive plan 11 (VI) other contents of the incentive plan 16 v. opinions of independent financial advisor 16 (I) verification opinions on whether the Jiangsu Aidea Pharmaceutical Co.Ltd(688488) 2022 restricted stock incentive plan complies with policies and regulations 16 (II) verification opinions on the feasibility of the company’s equity incentive plan 17 (III) verification opinions on the scope and qualification of incentive objects 17 (IV) verification opinions on the amount of equity granted under the equity incentive plan (V) verification opinions on whether the listed company provides any form of financial assistance to the incentive object 18 (VI) verification opinions on the pricing method of the award price of the incentive plan 18 (VII) verification opinions on whether the equity incentive plan damages the interests of the listed company and all shareholders 20 (VIII) financial opinions on the implementation of equity incentive plan of the company 21 (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 21 (x) opinions on the rationality of the performance appraisal system and methods of listed companies 22 (XI) others 22 (XII) other matters that should be explained 23 VI. documents for future reference and consultation methods 25 (I) documents for future reference 25 (II) consultation method 25 I. interpretation 1 Listed company, company, Jiangsu Aidea Pharmaceutical Co.Ltd(688488) : refers to Jiangsu Aidea Pharmaceutical Co.Ltd(688488) . 2. Equity incentive plan, restricted stock incentive plan, this incentive plan and this plan: refer to the 2022 restricted stock incentive plan (Draft) of Jiangsu Aidi Pharmaceutical Co., Ltd. 3. Restricted shares and class II restricted shares: the shares of the company obtained and registered by the incentive objects who meet the grant conditions of the incentive plan after meeting the corresponding attribution 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 objects: directors, senior managers and core technical (business) backbone personnel who obtain 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: after the restricted stock incentive object meets the benefit conditions, the listed company registers the shares in the incentive object’s account. 10. Vesting conditions: the restricted stock incentive plan is established, and the incentive object 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. 16. Self regulatory guidelines: refers to the self regulatory guidelines for listed companies on the science and Innovation Board No. 4 – disclosure of equity incentive information. 17. Articles of association: refers to the Jiangsu Aidea Pharmaceutical Co.Ltd(688488) articles of association. 18. CSRC: refers to the China Securities Regulatory Commission. 19. Stock Exchange: refers to Shanghai Stock Exchange. 20. RMB: refers to RMB.
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 the company. All parties involved in the 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 expresses opinions on whether the restricted stock incentive plan is fair and reasonable to the shareholders of the company, the impact on the shareholders’ rights and interests and the sustainable operation of the listed company, does not constitute any investment suggestions to the company, and does not bear any responsibility for the possible risks arising from any investment decisions made by the investors according to the 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 and effective communication with relevant personnel of listed companies. On this basis, this independent financial consultant 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 and the administrative measures, 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
Jiangsu Aidea Pharmaceutical Co.Ltd(688488) 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 Jiangsu Aidea Pharmaceutical Co.Ltd(688488) , 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 this incentive plan. (I) scope and distribution of incentive objects
1. The incentive objects of restricted shares granted in the incentive plan for the first time are 75, accounting for about 19.79% of the total number of 379 employees at the end of 2021. Specifically include:
(1) Directors and senior managers;
(2) Core technical (business) backbone personnel.
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 disclose the relevant information accurately and timely 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. The incentive objects of reserved restricted shares shall be determined by reference to the criteria for the first grant.
3. The above incentive objects include the actual controller Fu Heliang. The rationality and necessity for the company to include him in the incentive plan is that Fu Heliang, as the actual controller of the company, serves as the chairman, President and CEO of the company, is the core manager of the company, and plays a positive role in the company’s development strategy, technology R & D and operation management, The incentive plan takes Fu Heliang as the incentive object, which is in line with the actual situation and development needs of the company and the provisions of the listing rules and other relevant laws and regulations, and is necessary and reasonable. 4. The above incentive objects include two foreign employees. The foreign employees included in the incentive object are key personnel in the corresponding positions and play an important role in the company’s R & D technology. The implementation of equity incentive can more stabilize foreign high-end talents. The incentive plan will further promote the construction and stability of the company’s core talent team, So as to contribute to the long-term development of the company. Therefore, it is necessary and reasonable to include the above foreign employees as incentive objects.
The distribution of restricted shares granted by the incentive plan among incentive objects is shown in the table below:
The proportion of the restricted shares granted by the nationality and position in the proportion of the restricted shares granted in the total number of votes (10000 shares) of the announcement number of the incentive plan in the proportion of the total share capital
1 Fu Heliang, chairman and President of China, 60.00 8.08% 0.14%
Chief executive officer
2 Zhang Jing, senior vice president of China 50.00 6.73% 0.12%
3 Hong Qi senior vice president of the UK, first 30.00 4.04% 0.07%
Xi Technical Officer
Xiaoning director, vice president
4 Christopher US chief scientific officer 30.00 4.04% 0.07%
Sheng
5 Wu Rongrong, vice president and chief physician of China 30.00 4.04% 0.07%
Academic officer
6 Wang Jun, director and vice president of China, 30.00 4.04% 0.07%
chief operating officer
7 Yu Ke, director and vice president of China, 30.00 4.04% 0.07%
Chief financial officer
8 Wang Guangrong, Secretary of the board of directors and deputy director of China 30.00 4.04% 0.07%
CEO
Core technology (business) backbone personnel (67 persons) 304.50 41.01% 0.73%
Reserved part 148.00 19.93% 0.35%
Total 742.50 100.00% 1.77%
Note: 1. The shares of the company granted to any of the above incentive objects through all the equity incentive plans within the validity period
No more than 1% of the total share capital of the company. The total number of underlying shares involved in the incentive plan of the company within the whole validity period shall not exceed
20% of the total share capital of the company when the equity incentive plan is submitted to the general meeting of shareholders for deliberation. The proportion of reserved equity does not exceed the incentive plan
20.00% of the number of rights and interests to be granted.
2. The incentive objects of the plan do not include independent directors and supervisors.
3. The incentive object 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 approved by the directors
After the board of Directors proposes, the independent directors and the board of supervisors express clear opinions, lawyers express professional opinions and issue legal opinions, the company
Timely and accurately disclose relevant information on the designated website as required.
4. 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. Of this incentive plan
