Heilongjiang Zbd Pharmaceutical Co.Ltd(603567) board of supervisors
Matters related to the restricted stock incentive plan in 2022
Verification opinions
In accordance 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 stock listing rules of Shanghai Stock Exchange, the measures for the administration of equity incentive of listed companies (hereinafter referred to as the “administrative measures”) and other laws and regulations According to the relevant provisions of the normative documents and the articles of association, Heilongjiang Zbd Pharmaceutical Co.Ltd(603567) (hereinafter referred to as the “company”), the board of supervisors of Heilongjiang Zbd Pharmaceutical Co.Ltd(603567) 2022 restricted stock incentive plan (Draft) (hereinafter referred to as the “incentive plan (Draft)” and “this incentive plan”) and other relevant materials, hereby express the following opinions:
1、 Verification opinions on the Heilongjiang Zbd Pharmaceutical Co.Ltd(603567) 2022 restricted stock incentive plan (Draft) and its summary
1. The company is not prohibited from implementing the equity incentive plan as stipulated in the management measures and other laws and regulations, including:
(1) The financial and accounting report of the most recent fiscal year is an audit report with a negative opinion or unable to express an opinion issued by a certified public accountant;
(2) The internal control of the financial report of the most recent fiscal year is an audit report with a negative opinion or unable to express an opinion issued by a certified public accountant;
(3) Failure to distribute profits in accordance with laws and regulations, articles of association and public commitments within the last 36 months after listing;
(4) Equity incentive is not allowed according to laws and regulations;
(5) Other circumstances recognized by the CSRC.
The company is qualified to implement the equity incentive plan.
2. The formulation, deliberation process and contents of the company’s incentive plan (Draft) comply with the provisions of the company law, securities law, administrative measures and other relevant laws, regulations and normative documents: the granting arrangement and deduction of restricted shares of each incentive object do not violate the provisions of relevant laws and regulations, and do not infringe the interests of the company and all shareholders;
3. The company has no plans or arrangements to provide loans, loan guarantees or any other financial assistance to the incentive objects.
4. The company’s implementation of equity incentive plan can improve the company’s long-term incentive mechanism and the distribution mechanism combining incentive and restraint, so that the company’s management and shareholders can form a community of interests, improve management efficiency and level, enhance the company’s cohesion, which is conducive to the sustainable development of the company, and there is no damage to the interests of listed companies and all shareholders.
2、 Verification opinions on the list of restricted stock incentive objects in Heilongjiang Zbd Pharmaceutical Co.Ltd(603567) 2022
The total number of incentive objects granted by the incentive plan is 51, including directors, senior managers and key personnel of core business (Technology) in the company (including subsidiaries) when the company announces the incentive plan. After preliminarily checking the list of incentive objects of the company’s restricted stock incentive plan in 2022, the board of supervisors believes that:
1. The incentive object of this incentive plan is determined based on the relevant provisions of relevant laws, regulations and normative documents such as the company law, the securities law, the management measures and the articles of association. There is no incentive object under any of the following circumstances:
(1) Independent directors and supervisors of the company;
(2) Shareholders or actual controllers who individually or jointly hold more than 5% of the shares of the company and their spouses, parents and children;
(3) Being identified as an inappropriate candidate by the stock exchange within the last 12 months;
(4) In the last 12 months, it has been identified as an inappropriate candidate by the CSRC and its dispatched offices; (5) Being administratively punished by the CSRC and its dispatched offices or taking market entry prohibition measures for major violations of laws and regulations in the last 12 months;
(6) Those who are not allowed to serve as directors or senior managers of the company as stipulated in the company law; (7) Those who are not allowed to participate in the equity incentive of listed companies according to laws and regulations;
(8) Other circumstances recognized by the CSRC.
2. The personnel in the list of incentive objects of the incentive plan comply with the provisions of relevant laws and regulations and the scope of incentive objects specified in the Heilongjiang Zbd Pharmaceutical Co.Ltd(603567) 2022 restricted stock incentive plan (Draft), and their qualification as the main incentive object of the company’s 2022 restricted stock incentive plan is legal and effective.
After the incentive plan is reviewed and approved by the board of directors, the company will publicize the names and positions of incentive objects internally for a period of no less than 10 days. The board of supervisors of the company will fully listen to the publicity opinions and disclose the explanation of the board of supervisors on the review and publicity of the list of incentive objects five days before the general meeting of shareholders of the company deliberates the incentive plan. The list of incentive objects adjusted by the board of directors of the company shall also be verified by the board of supervisors of the company.
3、 Verification opinions on the administrative measures for the implementation and assessment of Heilongjiang Zbd Pharmaceutical Co.Ltd(603567) 2022 restricted stock incentive plan
The Heilongjiang Zbd Pharmaceutical Co.Ltd(603567) 2022 administrative measures for the implementation and assessment of restricted stock incentive plan complies with the provisions of the company law, the securities law, the administrative measures and other relevant laws, regulations, normative documents and the articles of association. At the same time, it conforms to the actual situation of the company, and the assessment indicators are comprehensive, comprehensive and operable, which can ensure the smooth implementation of the incentive plan, further improve the corporate governance structure and form a good value distribution system, which is conducive to the sustainable development of the company and will not damage the interests of the listed company and all shareholders.
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(there is no text on this page, which is the signature page of the Heilongjiang Zbd Pharmaceutical Co.Ltd(603567) board of supervisors’ verification opinions on matters related to the restricted stock incentive plan in 2022) signature of the supervisor:
LAN Peibao, Li Xuedong, Zhang Zhongfang
Heilongjiang Zbd Pharmaceutical Co.Ltd(603567)
January 29, 2022
