Hanyu Pharmaceutical: Verification opinions of the Remuneration and Assessment Committee of the Board of Directors on matters related to the 2026 Restricted Stock Incentive Plan
Shenzhen Hanyu Pharmaceutical Co., Ltd.
Verification opinions of the Remuneration and Appraisal Committee of the Board of Directors on matters related to the 2026 Restricted Stock Incentive Plan
The Remuneration and Appraisal Committee of the Board of Directors of Shenzhen Hanyu Pharmaceutical Co., Ltd. (hereinafter referred to as the "Company") complies 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 "Measures for the Administration of Equity Incentives of Listed Companies" (hereinafter referred to as the "Measures for the Administration of Equity Incentives of Listed Companies"). Administrative Measures"), "Shenzhen Stock Exchange GEM Stock Listing Rules" (hereinafter referred to as the "Listing Rules"), "Shenzhen Stock Exchange GEM Listed Companies Self-Regulatory Guidelines No. 1 - Business Handling", "Shenzhen Hanyu Pharmaceutical Co., Ltd. Articles of Association" (hereinafter referred to as the "Company Articles of Association") and other relevant regulations, The relevant matters of the 2026 Restricted Stock Incentive Plan (hereinafter referred to as the “Incentive Plan”) were verified and the verification opinions were issued as follows:
The company does not have any circumstances prohibiting the implementation of equity incentive plans as stipulated in the "Administrative Measures", including: 1. The financial accounting report of the most recent fiscal year was issued by a certified public accountant with a negative opinion or an audit report that was unable to express an opinion; 2. The internal control of the financial report of the most recent fiscal year was issued by a certified public accountant with a negative opinion or an audit report that was unable to express an opinion; 3. The last 36 years after listing Failure to distribute profits in accordance with laws, regulations, company articles of association, and public commitments has occurred within three months; 4. Equity incentives are not allowed to be implemented as stipulated by laws and regulations; 5. Other circumstances identified by the China Securities Regulatory Commission. The company has the qualifications to implement this incentive plan.
The incentive objects shall meet the qualifications stipulated in the Company Law, Securities Law and Articles of Association of the Company; meet the conditions of the incentive objects stipulated in the Listing Rules, including: 1. There shall not be any situation found to be unsuitable candidates by the stock exchange in the last 12 months; 2. There shall not be any situation found to be unsuitable candidates by the China Securities Regulatory Commission and its dispatched offices in the last 12 months; 3. There shall not be any situations found to be unsuitable candidates in the last 12 months. Have been administratively punished by the China Securities Regulatory Commission and its dispatched agencies or taken measures to ban market entry due to serious violations of laws and regulations within three months; 4. There are no circumstances that prohibit serving as company directors or senior managers as stipulated in the "Company Law"; 5. There are no circumstances that prohibit participation in equity incentives of listed companies under laws and regulations; 6. There are no other circumstances identified by the China Securities Regulatory Commission; they are in line with the scope of incentive objects stipulated in the "2026 Restricted Stock Incentive Plan (Draft)". The subject qualifications of the incentive objects are legal and valid.
The incentive targets of this incentive plan include company directors, senior managers, company (including subsidiaries) managers and other core business (technical) backbones, excluding independent directors. All incentive objects are verified and determined by the Remuneration and Assessment Committee of the company's board of directors.
The content of this incentive plan complies with relevant regulations such as the Company Law, Securities Law, Management Measures, and Articles of Association, and is in line with the actual situation of the company.
The company has no plans or arrangements to provide loans, loan guarantees or any other financial assistance to incentive recipients.
The implementation of this incentive plan is conducive to stimulating the enthusiasm, creativity and responsibility of the incentive objects, improving the company's sustainable development capabilities, ensuring the realization of the company's development strategy and business objectives, and not harming the interests of the company and all shareholders.
In summary, we agree with the company to implement this incentive plan.
Remuneration and Assessment Committee of the Board of Directors of Shenzhen Hanyu Pharmaceutical Co., Ltd.
July 2, 2026