Verification opinions of the Remuneration and Assessment Committee of the Board of Directors on the company’s 2025 restricted stock incentive plan (draft)
Beijing Innotech Biotechnology Co., Ltd.
Verification opinions of the Remuneration and Appraisal Committee of the Board of Directors on the company’s 2025 restricted stock incentive plan (draft)
The Remuneration and Assessment Committee of the Board of Directors of Beijing Innotek Biotechnology 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"), and the "Stock Listing Rules on the Science and Technology Innovation Board of the Shanghai Stock Exchange" (hereinafter referred to as the "" Listing Rules"), "Self-Regulatory 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 Beijing Innotech Biotechnology Co., Ltd." (hereinafter referred to as the "Articles of Association"), reviewed the company's "2025 Restricted Stock Incentive Plan (Draft)" (hereinafter referred to as the "Incentive Plan (Draft)"), and issued the verification opinions 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) 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;
(4) Equity incentives are not allowed under laws and regulations;
(5) Other circumstances determined by the China Securities Regulatory Commission.
The company has the qualifications to implement equity incentive plans.
- The incentive objects determined by the company’s restricted stock incentive plan do not have the following circumstances:
(1) Those who have been deemed unsuitable candidates by the stock exchange in the past 12 months;
(2) Those who have been deemed unsuitable 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 major 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) Those who are prohibited from participating in equity incentives of listed companies according to laws and regulations;
(6) Other circumstances determined by the China Securities Regulatory Commission.
The target of this incentive does not include the company’s independent directors and supervisors. The incentive objects all meet the incentive object conditions stipulated in the "Administrative Measures" and "Listing Rules" and meet the scope of incentive objects stipulated in the company's "Incentive Plan (Draft)". Their qualifications as the incentive objects of the company's restricted stock 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 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 its review opinions on the list of incentive targets and an explanation of its disclosure status 5 days before the shareholders’ meeting to review the equity incentive plan.
The formulation, review process and content of the company's "Incentive Plan (Draft)" comply with the provisions of the "Company Law", "Securities Law", "Administrative Measures", "Listing Rules" and other relevant laws, regulations and normative documents; the granting arrangements and vesting arrangements for the restricted stocks of each incentive object (including grant quantity, grant date, grant conditions, grant price, term of office, vesting conditions, vesting date, etc.) do not violate the provisions of relevant laws and regulations, and do not infringe upon the interests of the company and all shareholders. Relevant proposals for this restricted stock incentive plan still need to be submitted to the company's shareholders' meeting for review and approval before they can be implemented.
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 can improve the company's incentive mechanism, improve the distribution mechanism that combines incentives and constraints, enable operators and shareholders to form a community of interests, improve management efficiency and level, and is conducive to the company's sustainable development. There will be no obvious damage to the interests of the listed company and all shareholders.
In summary, we unanimously agree that the company will implement the 2025 restricted stock incentive plan.
Announcement is hereby made.
Remuneration and Appraisal Committee of the Board of Directors of Beijing Innotek Biotechnology Co., Ltd.
August 26, 2025 (This page has no text, but is the signature page of the "Verification Opinions of the Remuneration and Assessment Committee of the Board of Directors of Beijing Innotek Biotechnology Co., Ltd. on the Company's 2025 Restricted Stock Incentive Plan (Draft)")
Signature of all members of the Remuneration and Appraisal Committee of the Board of Directors:
Xie Youhua Sun Jian Zhang Xiujie
August 26, 2025