Jiangsu Lianhuan Pharmaceutical Co.Ltd(600513)
About the second interim meeting of the eighth board of directors of the company by independent directors
Independent opinions on relevant matters
As an independent director of Jiangsu Lianhuan Pharmaceutical Co.Ltd(600513) (hereinafter referred to as “the company”), in accordance with the measures for the administration of equity incentive of listed companies, the measures for the implementation of equity incentive by state-controlled listed companies (within China), the notice on issues related to regulating the implementation of equity incentive system by state-controlled listed companies, and the guiding opinions on the establishment of independent director system in listed companies Express independent opinions on matters related to the second interim meeting of the eighth board of directors of the company in accordance with the relevant provisions of laws, regulations and normative documents such as the Listing Rules of Shanghai Stock Exchange and the articles of association.
1、 Independent opinions on adjusting the repurchase price of restricted shares
The board of directors of the company adjusted the repurchase price of restricted shares in accordance with the provisions of the company’s 2019 restricted stock incentive plan (Draft), in accordance with the administrative measures for equity incentive of listed companies and other laws, regulations and normative documents, as well as the provisions of the company’s 2019 restricted stock incentive plan (Draft), and the adjustment procedures were legal and compliant, The company agrees to adjust the repurchase price of restricted shares and submit it to the general meeting of shareholders for deliberation.
2、 Independent opinions on the failure to fulfill the conditions for lifting the restrictions during the first lifting period of the company’s restricted stock incentive plan in 2019 and the repurchase and cancellation of some restricted shares
In view of the performance assessment target of the company’s restricted stock incentive plan in 2019 for the first release period, the growth rate of net profit in 2020 over 2018 is lower than the 75th percentile of the benchmark enterprise, and the conditions for the release of restrictions in the first release period of the restricted stock incentive plan in 2019 are not met, according to the company’s restricted stock incentive plan in 2019 (Draft) According to the administrative measures for the assessment of the implementation of the company’s restricted stock incentive plan in 2019, the Company repurchased and cancelled 844696 restricted shares of 14 incentive objects that did not meet the conditions for lifting the restrictions in the first lifting period. The above procedures are legal and comply with the measures for the administration of equity incentive of listed companies, the company’s 2019 restricted stock incentive plan (Draft) and other relevant provisions. There is no situation that damages the interests of the company and all shareholders and will not have a material impact on the company’s financial status and operating results. It is agreed that the company shall repurchase and cancel some restricted shares that do not meet the incentive conditions in accordance with relevant procedures, and submit them to the general meeting of shareholders for deliberation.
3、 Independent opinions on Revising the administrative measures for the implementation and assessment of Jiangsu Lianhuan Pharmaceutical Co.Ltd(600513) 2019 restricted stock incentive plan
The company’s adjustment to the second and third assessment years of lifting the restriction period of the restricted stock incentive plan in 2019 complies with relevant regulations, and the adjustment basis is sufficient and reasonable. It is conducive to fully mobilize the enthusiasm of operation and management personnel, establish and improve the long-term incentive mechanism of the company, and is conducive to the sustainable development of the company. There is no situation that damages the interests of the company and all shareholders, and will not have a substantive impact on the financial status and operating results of the company. It is agreed that the company will adjust the second and third assessment years of the restricted stock incentive plan in 2019 and revise the management measures for the assessment of the implementation of the company’s restricted stock incentive plan in 2019, which will be submitted to the general meeting of shareholders for deliberation.
4、 Independent opinions on adjusting the company’s 2019 restricted stock incentive plan to target enterprises
The company’s adjustment of the 2019 restricted stock incentive plan to the target enterprise complies with relevant laws and regulations and the relevant provisions of the company’s 2019 restricted stock incentive plan (Draft). We have carefully reviewed the public information disclosure materials of the target enterprise, and the company’s main business has changed significantly, It is no longer suitable for benchmarking enterprises as the company’s restricted stock incentive plan. At the same time, in order to ensure the rationality of the number of benchmarking companies and the representativeness of benchmarking results, more fully reflect the overall performance of the benchmarking industry and comprehensively reflect the performance fluctuation of the industry, the company selects 18 benchmarking enterprises with similar scale to the company in terms of many indicators. The adjustment basis is sufficient and reasonable, which ensures the comparability of the target enterprise and maintains a certain sample size, which is conducive to the sustainable development of the company, does not damage the interests of the company and all shareholders, and will not have a substantive impact on the financial status and operating results of the company. Agree to adjust the benchmarking enterprise of the company this time and submit it to the general meeting of shareholders of the company for deliberation.
5、 Independent opinions on Revising the Jiangsu Lianhuan Pharmaceutical Co.Ltd(600513) 2019 restricted stock incentive plan (Draft) and its summary
The company’s adjustment to the second and third assessment years of lifting the restriction period of restricted stock incentive plan in 2019 and the benchmark enterprises comply with relevant regulations, and the adjustment basis is sufficient and reasonable. It is conducive to fully mobilize the enthusiasm of operation and management personnel, establish and improve the long-term incentive mechanism of the company, and is conducive to the sustainable development of the company. There is no situation that damages the interests of the company and all shareholders, and will not have a substantive impact on the financial status and operating results of the company. The company agrees to revise the company’s 2019 restricted stock incentive plan (Draft) and its summary, and submit it to the general meeting of shareholders for deliberation.
