Hanyu Pharmaceutical: Beijing Boxing Securities Investment Consulting Co., Ltd.’s independent financial advisor’s report on the first grant of the 2026 restricted stock incentive plan of Shenzhen Hanyu Pharmaceutical Co., Ltd.
Beijing Boxing Securities Investment Consulting Co., Ltd.’s independent financial advisor’s report on the first grant of the 2026 restricted stock incentive plan of Shenzhen Hanyu Pharmaceutical Co., Ltd.
July 2026
Beijing Boxing Securities Investment Consulting Co., Ltd. Independent Financial Advisor Report
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Table of Contents................................................................................................................................................................1Explanation................................................................................................................................................2Disclaimer................................................................................................................................................3
Necessary procedures completed for this incentive plan................................................................................4
Status of this award......................................................................................................................5
Description of the conditions and achievements for this award......................................................................................6
Opinions of independent financial advisor................................................................................................7
Information for reference........................................................................................................8 Beijing Boxing Securities Investment Consulting Co., Ltd. Independent Financial Consultant Report
Definition
Unless the context otherwise requires, the following words have the following meanings:
Hanyu Pharmaceutical, Company refers to Shenzhen Hanyu Pharmaceutical Co., Ltd.
This incentive plan refers to the 2026 Restricted Stock Incentive Plan of Shenzhen Hanyu Pharmaceutical Co., Ltd. "The 2026 Restricted Stock Incentive Plan of Shenzhen Hanyu Pharmaceutical Co., Ltd. "Incentive Plan (Draft)" refers to
Planning (Draft)》
"Beijing Boxing Securities Investment Consulting Co., Ltd.'s independent financial advisor's report on Shenzhen Hanyu Pharmaceutical Co., Ltd. This report refers to the independent financial advisor's report on the first grant of the company's 2026 restricted stock incentive plan"
Restricted stocks and second-category restricted incentive objects that meet the grant conditions of this incentive plan will be eligible for
Stocks The company’s stocks obtained and registered in installments after
Incentive objects refer to those who participate in this incentive plan
The date when the company grants the second type of restricted stock to the incentive objects, and the grant date is the grant date.
trading day
Grant price refers to the price at which the company grants each Class II restricted stock to the incentive recipients.
Attribution refers to the behavior of the company registering shares for incentive objects after meeting the benefit conditions. Attribution conditions refers to the benefit conditions that the company needs to meet when registering shares for incentive objects.
After the benefit conditions are met, the vesting date refers to the day when the company completes the registration of shares for the incentive objects.
period, the vesting date is the trading day
"Company Law" means "Company Law of the People's Republic of China"
“Securities Law” refers to the “Securities Law of the People’s Republic of China”
“Administrative Measures” refers to the “Administrative Measures for Equity Incentives of Listed Companies”
"Listing Rules" refers to the "Shenzhen Stock Exchange GEM Stock Listing Rules"
"Self-regulatory Guidelines for Companies Listed on GEM of Shenzhen Stock Exchange No. 1 "Business Handling" refers to
——Business handling》
"Articles of Association" refers to "Articles of Association of Shenzhen Hanyu Pharmaceutical Co., Ltd."
China Securities Regulatory Commission refers to China Securities Regulatory Commission
Shenzhen Stock Exchange refers to Shenzhen Stock Exchange
Depository and Clearing Company refers to China Securities Depository and Clearing Co., Ltd. Shenzhen Branch
The independent financial adviser, Boxing Securities refers to Beijing Boxing Securities Investment Consulting Co., Ltd.
Yuan, RMB 10,000, and RMB 100 million refer to RMB yuan, RMB 10,000, and RMB 100 million
Beijing Boxing Securities Investment Consulting Co., Ltd. Independent Financial Advisor Report
Statement
Boxing Securities was entrusted to serve as the independent financial advisor for Hanyu Pharmaceutical's 2026 restricted stock incentive plan and issued this report. Regarding the issuance of this report, the independent financial advisor makes the following statement:
The documents, materials and other relevant materials on which this report is based are provided by the company. The company has guaranteed to this financial consultant that the documents, materials and information related to this incentive plan provided by it are true, accurate and complete, and there are no false records, misleading statements or major omissions. The copies and photocopies provided are consistent with the originals, and the company assumes full legal responsibility for the authenticity, accuracy and completeness of the aforementioned materials and information.
This independent financial advisor only expresses professional opinions on the feasibility of this incentive plan, whether it is conducive to the sustainable development of the listed company, whether it will harm the interests of the listed company, and its impact on the interests of shareholders. It does not constitute any investment advice to the listed company. The independent financial advisor is not responsible for any risks that may arise from any investment decisions made by investors based on this report.
The opinions expressed in this report are based on the following assumptions: there are no major changes in relevant national laws, regulations and policies; there are no major changes in the market, economic and social environment of the region and industry where the company is located; the materials and information provided by the company are true, accurate and complete; the parties involved in this incentive plan can honestly and trustworthyly perform all obligations in a comprehensive and proper manner in accordance with the terms of this incentive plan and relevant agreements; there are no other obstacles in this incentive plan and can be completed smoothly; there are no other force majeure and unpredictable factors that cause significant adverse effects.
This independent financial consultant issues this report in compliance with the principles of objectivity, fairness, honesty and credibility. This report is only for the purpose of the company's proposed implementation of this incentive plan and may not be used for any other purpose.
Beijing Boxing Securities Investment Consulting Co., Ltd. Independent Financial Advisor Report
1. Necessary procedures completed for this incentive plan
(1) On July 1, 2026, the company held the 15th meeting of the sixth session of the Board of Directors, and reviewed the "Proposal on the <2026 Restricted Stock Incentive Plan (Draft)> and Summary", the "Proposal on the <2026 Restricted Stock Incentive Plan Assessment and Management Measures>", the "Proposal on Proposing to the Shareholders Meeting to Authorize the Board of Directors to Handle Matters Related to the 2026 Restricted Stock Incentive Plan" and "On Proposing to Convene the 2026 Restricted Stock Incentive Plan" Proposal of the Third Extraordinary Shareholders Meeting of 2019", the Remuneration and Assessment Committee of the Company's Board of Directors verified relevant matters and issued verification opinions.
(2) From July 2, 2026 to July 11, 2026, the company publicized the names and positions of the incentive targets of this incentive plan. During the public announcement period, the Remuneration and Assessment Committee of the Board of Directors did not receive any objections. On July 14, 2026, the company disclosed the "Explanation and Verification Opinions of the Board of Directors' Remuneration and Assessment Committee on the List of First Granted Incentive Objects under the 2026 Restricted Stock Incentive Plan."
(3) On July 14, 2026, the company disclosed the "Self-examination Report on the Purchase and Sale of Company Stocks by Insiders of the 2026 Restricted Stock Incentive Plan."
(4) On July 17, 2026, the company held the third extraordinary shareholders' meeting in 2026, and reviewed and approved the "Proposal on the <2026 Restricted Stock Incentive Plan (Draft)> and Summary", the "Proposal on the <2026 Restricted Stock Incentive Plan Assessment and Management Measures>" and the "Proposal on Requesting the Shareholders Meeting to Authorize the Board of Directors to Handle Matters Related to the 2026 Restricted Stock Incentive Plan".
(5) On July 17, 2026, the company held the 16th meeting of the sixth board of directors, and reviewed and approved the "Proposal on the First Grant of Restricted Stocks to Incentive Objects". The Remuneration and Assessment Committee of the Board of Directors verified the list of incentive objects granted for the first time and issued verification opinions.
Beijing Boxing Securities Investment Consulting Co., Ltd. Independent Financial Advisor Report
2. Status of this award
(1) Grant date: July 17, 2026.
(2) Grant price: 11.61 yuan/share.
(3) Number of shares granted: 17.35 million shares.
(4) Source of stock: A-share ordinary shares repurchased and/or privately issued by the company from the secondary market.
(5) Grant objects: The incentive objects granted for the first time by this incentive plan shall not exceed 111 people, including directors, senior managers, managers of the company (including subsidiaries) and other core business (technical) backbones, excluding independent directors of the company, shareholders or actual controllers who individually or collectively hold more than 5% of the shares of the listed company and their spouses, parents and children.
The distribution of restricted stocks granted under this incentive plan is as follows:
Number of Grants Percentage of Total Grants Percentage of Total Company Shares Serial Number Name Nationality Position
(10,000 shares) Ratio of capital ratio 1 Tang Yangming China Director, CEO 120.00 6.15% 0.14% 2 Shen Yaping Canada Director, CEO 80.00 4.10% 0.09% 3 Tang Renjin China Employee Director 25.00 1.28% 0.03% 4 Zhang Min China Vice President 45.00 2.31% 0.05% 5 Tu Honghong China Vice President, Financial Director 45.00 2.31% 0.05% 6 Li Pingping China Secretary of the Board of Directors 45.00 2.31% 0.05% Company (including subsidiaries) management personnel and other core business (technology)
1,375.00 70.51% 1.56% Backbone (105 people in total)
Reserved 215.00 11.03% 0.24%
Total 1,950.00 100.00% 2.21% Note: If there is any difference in the mantissa between the above total data and the sum of each detailed data, it is due to rounding.
Beijing Boxing Securities Investment Consulting Co., Ltd. Independent Financial Advisor Report
3. Description of the conditional achievements awarded this time
According to the relevant provisions of this incentive plan, if the following conditions are met at the same time, the company shall grant restricted stocks to the incentive objects; conversely, if any of the following conditions is not met, the company shall not grant restricted stocks to the incentive objects.
(1) The company has not experienced any of the following situations:
The financial accounting report of the most recent fiscal year was issued a negative opinion or an audit report in which a certified public accountant was unable to express an opinion;
An audit report in which a certified public accountant issued a negative opinion or was unable to express an opinion on the internal control of the financial report in the most recent fiscal year;
There has been any failure to distribute profits in accordance with laws, regulations, articles of association, and public commitments within the last 36 months after listing;
Equity incentives are not allowed according to laws and regulations;
Other circumstances determined by the China Securities Regulatory Commission.
(2) None of the following situations occurs to the incentive objects:
Determined as an unsuitable candidate by the stock exchange in the past 12 months;
Have been deemed as inappropriate candidates by the China Securities Regulatory Commission and its dispatched agencies within the last 12 months;
In the past 12 months, the China Securities Regulatory Commission and its dispatched agencies have been subject to administrative penalties or market ban measures due to major violations of laws and regulations;
Those who are prohibited from serving as company directors or senior managers as stipulated in the Company Law;
Not allowed to participate in equity incentives of listed companies according to laws and regulations;
Other circumstances determined by the China Securities Regulatory Commission.
After verification, the independent financial consultant believes that neither the company nor the incentive objects have occurred or fall into any of the above situations, and there are no other circumstances that cannot be granted or cannot be the incentive objects. In summary, the conditions for this award have been met.
Beijing Boxing Securities Investment Consulting Co., Ltd. Independent Financial Advisor Report
4. Opinions of independent financial advisor
In summary, the independent financial consultant believes that: as of the date of issuance of the independent financial consultant's report, the company and the incentive objects first granted under this incentive plan meet the conditions that must be met for the grant of rights and interests as stipulated in the "2026 Restricted Stock Incentive Plan (Draft)" and the summary; the necessary review procedures and information disclosure obligations have been fulfilled regarding the first grant of this incentive plan, and are in compliance with the relevant provisions of the "Measures for the Management of Equity Incentives for Listed Companies", the "2026 Restricted Stock Incentive Plan (Draft)" and the summary.
Beijing Boxing Securities Investment Consulting Co., Ltd. Independent Financial Advisor Report
5. Information for reference
(1) Documents available for inspection
Resolution of the 16th meeting of the 6th Board of Directors of Shenzhen Hanyu Pharmaceutical Co., Ltd. 2 Resolution of the 5th meeting of the Remuneration and Assessment Committee of the 6th Board of Directors of Shenzhen Hanyu Pharmaceutical Co., Ltd.
Verification opinions of the Remuneration and Assessment Committee of the Board of Directors of Shenzhen Hanyu Pharmaceutical Co., Ltd. on the list of first-time incentive recipients of the 2026 Restricted Stock Incentive Plan
(2) Location for review
Shenzhen Hanyu Pharmaceutical Co., Ltd.
Address: Hanyu Innovation Industry Building, No. 7, Guansheng 4th Road, Guanlan High-tech Park, Longhua District, Shenzhen City, Guangdong Province Tel: 0755-26588036
Fax: 0755-26588022
Contact person: Li Pingping
This report is produced in duplicate.
Beijing Boxing Securities Investment Consulting Co., Ltd. Independent Financial Consultant Report (This page has no text and is the signature page of the "Beijing Boxing Securities Investment Consulting Co., Ltd. Independent Financial Consultant Report on the Initial Grant of the 2026 Restricted Stock Incentive Plan of Shenzhen Hanyu Pharmaceutical Co., Ltd.")
Independent financial advisor: Beijing Boxing Securities Investment Consulting Co., Ltd.
July 17, 2026