603567: Heilongjiang Zbd Pharmaceutical Co.Ltd(603567) self inspection form of equity incentive plan

Heilongjiang Zbd Pharmaceutical Co.Ltd(603567)

Restricted stock incentive plan 2022

Does this exist

Serial number (yes / no / remarks not applicable)

Compliance requirements of listed companies

1. Whether the financial and accounting report of the latest fiscal year has not been issued by the certified public accountant? Yes

Opinions or audit reports that cannot express opinions

2. Whether the internal control of the financial report of the latest fiscal year has not been issued by the certified public accountant yes

Audit report with negative opinion or unable to express opinion

3. Whether there has been any failure to comply with laws and regulations, the articles of association, or the

Public commitment to profit distribution

4 is there any other situation that is not suitable for the implementation of equity incentive

5. Whether the performance appraisal system and methods have been established

6. Whether the incentive object has not been provided with loans or any other forms of financial assistance

Compliance requirements of incentive objects

7. Whether it does not include the shareholders who individually or jointly hold more than 5% of the shares of the listed company or the actual shareholders

International controllers and their spouses, parents and children

8 whether independent directors and supervisors are not included

9. Whether the candidate has not been identified as inappropriate by the stock exchange in the last 12 months is

Whether it has not been recognized as unwell by the CSRC and its dispatched offices in the last 12 months

Be a candidate

11 whether the CSRC and its have not been punished for major violations of laws and regulations in the last 12 months

The dispatched office shall be subject to administrative punishment or take market entry prohibition measures

12. Whether there is no provision in the company law that a person is not allowed to serve as a director or senior manager of the company

Staff situation

13. Whether there are no other situations that are not suitable to be the incentive object

14. Whether the incentive list has been verified by the board of supervisors yes

Incentive plan compliance requirements

The underlying stocks involved in the equity incentive plan of all listed companies within the validity period are always

Whether the accumulated amount does not exceed 10% of the total share capital of the company

16. The cumulative number of shares granted to a single incentive object through all equity incentive plans within the validity period is

Whether the votes do not exceed 1% of the total share capital of the company

17. Whether the proportion of reserved rights and interests of incentive objects does not exceed the rights to be granted in this equity incentive plan is not applicable

20% of benefits

18. If the incentive objects are directors and senior executives, has the draft equity incentive plan listed their surnames

Name, position and number of awards

19. If the incentive objects are directors and senior executives, whether to set up performance appraisal indicators as incentive is right

Conditions for exercising rights and interests

20. Is the validity period of the equity incentive plan less than 10 years from the date of the first equity grant

Whether the draft equity incentive plan is prepared by the salary and assessment committee is yes

Integrity requirements for disclosure of equity incentive plan

22. Whether the matters specified in the equity incentive plan are complete yes

(1) According to the relevant provisions of the administrative measures, explain whether there is a listed company one by one

The company shall not implement equity incentive and the incentive object shall not participate in equity incentive; yes

Explain whether the implementation of equity incentive plan will lead to inconsistent equity distribution of listed companies

Joint listing conditions

(2) The purpose of the equity incentive plan, the basis and scope for determining the incentive object are

(3) The number of rights and interests to be granted, and the types of underlying stocks to be granted under the equity incentive plan

Class, source, number of equity and its proportion in the total share capital of the listed company; if

For the implementation by stages, the number of rights and interests to be granted each time and the number of underlying shares involved

And the percentage in the total share capital of the listed company; To set reserved rights and interests

The number of rights and interests retained and the percentage in the total rights and interests of the equity incentive plan; All

Whether the cumulative total number of underlying shares involved in the equity incentive plan within the validity period exceeds

10% of the total share capital of the company and its calculation process

(4) In addition to the reserved part, if the incentive objects are directors and senior managers of the company,

Their names, positions, the number of rights and interests they can be granted and the proportion of equity incentive shall be disclosed

The proportion of the total rights and interests to be granted; Other incentive objects (respectively or according to appropriate points)

Class) the number of rights and interests that can be granted and its proportion in the total amount of rights and interests to be granted under the equity incentive plan

Cases; A single incentive object is granted through the equity incentive plan within the validity period

Description of whether the accumulated shares of the company exceed 1% of the total share capital of the company

(5) The validity period of equity incentive plan, the date of stock option, authorization date or authorization date

To determine the method, vesting date, exercise validity period and exercise arrangement of restricted stocks

The date of grant, the period of restriction on sales and the arrangements for the release of the lock-in period of restriction on sales, etc

(6) The granting price of restricted shares, the exercise price of stock options and the determining party

Law. If the methods specified in Article 23 and Article 29 of the management measures are adopted

Where the grant price or exercise price is determined by other methods, the basis for pricing shall be determined

And the pricing method, hire an independent financial consultant to check, and the equity incentive plan is not applicable

Feasibility of the plan, whether it is conducive to the sustainable development of listed companies, and relevant pricing basis

And the rationality of pricing methods, whether it damages the interests of listed companies and the interests of shareholders

Express clear opinions and disclose the impact of

(7) Conditions for incentive objects to be granted rights and interests and exercise rights and interests.

To be granted in installments or

If the rights and interests are exercised, the conditions for the incentive object to be granted or exercise the rights and interests each time shall be disclosed;

Description of the definition of indicators and calculation standards involved in the establishment conditions; Agreed grant

When the rights and interests and the conditions for exercising rights and interests are not fulfilled, the relevant rights and interests shall not be deferred to the next period; as

Incentive objects include directors and senior executives, and the performance of incentive objects in exercising their rights and interests shall be disclosed

Assessment indicators; The disclosure of performance evaluation indicators for the exercise of rights and interests of incentive objects shall be fully disclosed

Disclose the scientificity and rationality of the set indicators; The company implements multi period equity incentive at the same time

If the performance index of the company in the later incentive plan is lower than that in the earlier incentive plan,

The reasons and rationality shall be fully explained

(8) Procedures for granting rights and interests by the company and exercising rights and interests by incentive objects; Among them, it should be clear

What is the period during which a listed company may not grant restricted shares and incentive objects may not exercise their rights and interests

between

(9) The number of rights and interests involved in the equity incentive plan and the adjustment method and method of exercise price are

Procedures (e.g. adjustment methods during the implementation of profit distribution, share allotment and other schemes)

(10) Accounting treatment method of equity incentive, fair value of restricted stock or stock option

The value determination method, the value of important parameters of the valuation model and its rationality, and the implementation of equity

The incentive fee shall be accrued and its impact on the operating performance of the listed company

(11) Change and termination of equity incentive plan

(12) In case of change of control, merger, division of the company and the position of the incentive object

How to implement the equity incentive plan in case of change, resignation, death and other matters

(13) The respective rights and obligations of the company and the incentive object, and the relevant disputes or dispute settlement are

mechanism

(14) There is no falsehood in the information disclosure documents related to the equity incentive plan of listed companies

False records, misleading statements or commitments of major omissions; Disclosure of incentive objects

The document contains false records, misleading statements or major omissions, resulting in non-compliance with the award

Rights and interests or the commitment to return all interests to the company when exercising rights and interests. Listed company rights

Trigger standard and time point, repurchase price and income recovery procedure

Calculation principle, operation procedure, completion period, etc.

Whether the performance appraisal indicators meet the relevant requirements

Whether it includes the company's performance indicators and the individual performance indicators of the incentive object is

24. Whether the indicators are objective, open, clear and transparent, in line with the actual situation of the company, and whether there are yes

It is conducive to promoting the competitiveness of the company

25 If the relevant indicators of comparable companies in the same industry are used as the comparison basis, the selected comparison company is not applicable

Are there no less than 3

26. Whether it indicates that the set indicators are scientific and reasonable

Compliance requirements during restricted sale period and exercise period

27 is the interval between the date of grant of restricted shares and the date of first release not less than 12 yes

Months

28. Whether the time limit for lifting the restrictions on sales in each issue is not less than 12 months yes

29. Whether the proportion of sales restrictions lifted in each period does not exceed the total amount of restricted shares granted to the incentive object

50% of

30. Whether the interval between the stock option authorization date and the first exercisable date is not less than 12? Not applicable

month

31. It does not apply whether the starting date of the exercise period after the stock option is not earlier than the expiration date of the previous exercise period

32. Whether the exercise time limit of stock options in each period is not less than 12 months? Not applicable

33. Whether the stock option proportion of the exercisable right of stock option in each period does not exceed that of the incentive object is not applicable

50% of total stock options

Compliance requirements for professional opinions of independent directors, board of supervisors and intermediaries

Whether the independent directors and the board of supervisors agree on whether the equity incentive plan is conducive to the development of listed companies

34 sustainable development and whether there is any obvious damage to the interests of the listed company and all shareholders

see

35. Whether the listed company has hired a law firm to issue a legal opinion and handled it in accordance with the management office

Express professional opinions in accordance with the provisions of the law

(1) Whether the listed company complies with the provisions of the administrative measures for the implementation of equity incentive is

piece

(2) Whether the contents of the equity incentive plan comply with the provisions of the administrative measures is

(3) Whether the formulation, deliberation, publicity and other procedures of the equity incentive plan comply with the management

Provisions of the measures

(4) Whether the determination of equity incentive objects complies with the administrative measures and relevant laws is

Provisions of regulations

(5) Whether the listed company has performed information disclosure in accordance with the relevant requirements of the CSRC is

obligation

(6) Whether the listed company does not provide financial assistance for the incentive object is

(7) Whether there is no obvious damage to the interests of listed companies and all shareholders in the equity incentive plan

Profit and violation of relevant laws and administrative regulations

(8) Whether the directors to be the incentive object or the directors with associated relationship are

The withdrawal was carried out according to the provisions of the administrative measures

(9) Other matters that should be explained are

If a listed company hires an independent financial adviser, the special report published in the independent financial adviser's report does not apply

Whether the opinions of the industry are complete and meet the requirements of the management measures

Review procedure compliance requirements

37 when the board of directors votes on the draft equity incentive plan, whether the related directors avoid voting is yes

38 when the general meeting of shareholders deliberates the draft equity incentive plan, whether the affiliated shareholders intend to avoid voting is not applicable

39 is there no significant precedent

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