Verification opinions of the Remuneration and Assessment Committee of the Board of Directors of Shanghai Yizhong Pharmaceutical Co., Ltd. on matters related to the company’s 2026 restricted stock incentive plan
The Remuneration and Assessment Committee of the Board of Directors of Shanghai Yizhong 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"), the Measures for the Administration of Equity Incentives of Listed Companies (hereinafter referred to as the "Administrative Measures"), the Shanghai Stock Exchange's Science and Technology Innovation Board Stock Listing Rules (hereinafter referred to as the "Listing Rules"), and the "Self-Discipline Supervision Guidelines for Companies Listed on the Science and Technology Innovation Board". No. 4 - Equity Incentive Information Disclosure" and other relevant laws, regulations and normative documents and the relevant provisions of the "Articles of Association of Shanghai Yizhong Pharmaceutical Co., Ltd." (hereinafter referred to as the "Articles of Association"), the "2026 Restricted Stock Incentive Plan (Draft) of Shanghai Yizhong Pharmaceutical Co., Ltd." (hereinafter referred to as the "Incentive Plan (Draft)" or "This Incentive Plan") was 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 "Management Measures" and other laws and regulations, including:
(1) The financial accounting report for 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;
(2) A certified public accountant issued an audit report with a negative opinion or a disclaimer of opinion on the internal control of the financial report in the most recent fiscal year;
(3) In the last 36 months after listing, there has been any failure to distribute profits in accordance with laws, regulations, articles of association, and public commitments;
(4) Equity incentives are not allowed under laws and regulations;
(5) Other circumstances determined by the China Securities Regulatory Commission.
Therefore, the company has the qualifications to implement this incentive plan.
- The incentive objects of the initial grant portion determined by the company’s incentive plan do not have the following circumstances: (1) have been deemed inappropriate candidates by the stock exchange in the past 12 months;
(2) Have been deemed as inappropriate candidates by the China Securities Regulatory Commission and its dispatched agencies within the last 12 months;
(3) In the past 12 months, the company has been subject to administrative penalties or market ban measures by the China Securities Regulatory Commission and its dispatched agencies due to serious violations of laws and regulations;
(4) Those who are prohibited from serving as company directors or senior managers as stipulated in the Company Law;
(5) Laws and regulations prohibit participation in equity incentives of listed companies;
(6) Other circumstances determined by the China Securities Regulatory Commission.
The incentive targets for the first grant of this incentive plan do not include the company's independent directors, shareholders or actual controllers who individually or collectively hold more than 5% of the company's shares, their spouses, parents, children and foreign employees. The incentive objects granted to the first part of this incentive plan all meet the conditions for incentive objects stipulated in the "Administrative Measures" and the Listing Rules, and meet the scope of incentive objects stipulated in the company's "Incentive Plan (Draft)". Their qualifications as the subject of the first part of the incentive objects granted to the company's incentive plan are legal and valid. The company will publicize the names and positions of the incentive targets within the company through the company's internal website or other channels before convening the shareholders' meeting. The publicity period shall be no less than 10 days. The Remuneration and Appraisal Committee of the Board of Directors will disclose the review opinions and public disclosure of the list of partial incentive targets for the first time granted 5 days before the shareholders' meeting to review the incentive plan.
The formulation, review process and content of the company's incentive plan are in compliance with the provisions of the Company Law, Securities Law, Management Measures, Listing Rules and other relevant laws, regulations and normative documents, as well as the Articles of Association; the grant arrangements and vesting arrangements for the restricted stocks of each incentive object (including grant quantity, grant date, grant price, term of office requirements, vesting conditions, etc.) do not violate the provisions of relevant laws, regulations and normative documents, and do not harm the interests of the company and all shareholders. Relevant proposals for this incentive plan still need to be submitted to the company's shareholders' meeting for review and approval before implementation.
The company has no plans or arrangements to provide loans, loan guarantees or any other financial assistance to incentive recipients.
The company's implementation of this incentive plan is conducive to improving the company's incentive mechanism, improving the distribution mechanism that combines incentives and constraints, effectively closely integrating the interests of shareholders, the company's interests and the core team's personal interests, which is conducive to the company's sustainable development, and will not harm the interests of the company and all shareholders, especially small and medium-sized shareholders.
In summary, the Remuneration and Assessment Committee of the company's board of directors unanimously approved the company's implementation of this incentive plan.
Remuneration and Assessment Committee of the Board of Directors of Shanghai Yizhong Pharmaceutical Co., Ltd.
July 1, 2026