Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317) : Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317) self inspection form of restricted stock incentive plan in 2022

Securities code: 002317 self inspection form

Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317)

Self inspection form of restricted stock incentive plan in 2022

Company abbreviation: Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317) Stock Code: 002317

Does the sequence exist

Item No. (yes / no / remarks not applicable)

Compliance requirements of listed companies

1. Whether the financial accounting report of the latest fiscal year has not been given a negative opinion by the certified public accountant or

Audit report with no opinion

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

Audit report with opinions or unable to express opinions

3. Whether there has been any failure to comply with laws and regulations, the articles of association and public commitments in the last 36 months after listing

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 or actual controllers who individually or jointly hold more than 5% of the shares of the listed company

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 the candidate has not been identified as inappropriate by the CSRC and its dispatched offices in the last 12 months

Is it true that the CSRC and its dispatched offices have not been punished for major violations of laws and regulations in the last 12 months

Administrative punishment or market entry prohibition measures

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

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

Compliance requirements of equity incentive plan

What is the cumulative total number of underlying shares involved in all equity incentive plans of listed companies within the validity period

No, no more than 10% of the total share capital of the company

16. Whether the cumulative granted shares of a single incentive object through all the equity incentive plans within the validity period are not

More than 1% of the total share capital of the company

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

If 20% 18 incentive objects are directors and senior executives, has the name, position and inapplicability been listed in the draft equity incentive plan

Number of awards

19. If the incentive object is a director or senior manager, whether to set up performance appraisal indicators as the incentive object and exercise the right is not applicable

Securities code: 002317 self inspection form

Beneficial conditions

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

Integrity requirements for disclosure of equity incentive plan

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

(1) According to the relevant provisions of the measures for the administration of equity incentives, 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; Explain that the equity is

Will the implementation of the incentive plan cause the equity distribution of listed companies not to meet the 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, the types of underlying shares to be granted under the equity incentive plan, and

Source, number of equity and percentage in the total share capital of the listed company; If implemented in stages, each

What is the number of rights and interests to be granted this time, the number of underlying shares involved and their ratio to the total share capital of the listed company

Percentage of cases; Where reserved rights and interests are set, the number of rights and interests to be reserved and their proportion in the equity incentive plan

Percentage of total amount; All subject stocks involved in the equity incentive plan within the validity period

Whether the total amount exceeds 10% of the total share capital of the company and the description of its calculation process

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

Name, position, number of rights and interests that can be granted respectively, and proportion in the total amount of rights and interests to be granted under the equity incentive plan

Proportion of; What is the number and proportion of rights and interests that can be granted to other incentive objects (individually or according to appropriate classification)

The proportion of the total rights and interests to be granted under the equity incentive plan; A single incentive object is valid through all

Whether the accumulated shares of the company granted under the equity incentive plan exceed 1% of the total share capital of the company

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

The vesting date, exercise validity period and exercise arrangement, the grant date and restricted sale period of restricted shares are

Regular lock removal arrangement, etc

(6) The granting price of restricted shares, the exercise price of stock options and their determination methods.

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Other than the methods specified in Article 23 and Article 29 of the measures for the administration of equity incentives

Where other methods are used to determine the grant price and exercise price, the pricing basis and method shall be explained, which is not applicable

Clearly, hire an independent financial consultant to check and evaluate the feasibility of the equity incentive plan and whether it is beneficial to the market

The sustainable development of the municipal company, the rationality of relevant pricing basis and pricing method, and whether it damages the listing

Express clear opinions and disclose the interests of the company and its impact on the interests of shareholders

(7) Conditions for incentive objects to be granted rights and interests and exercise rights and interests. To grant or exercise rights and interests in installments,

The conditions for the incentive object to be granted or exercise rights and interests each time shall be disclosed; On the issues involved in the establishment conditions

Description of index definition, calculation standard, etc; When the conditions for granting rights and interests and exercising rights and interests are not fulfilled,

Relevant interests shall not be deferred to the next period; If the incentive objects include directors and senior executives, the incentive shall be disclosed

Performance evaluation indicators for the exercise of rights and interests of the object; Disclose the performance evaluation indicators for the exercise of rights and interests of incentive objects

The scientificity and rationality of the set indicators shall be fully disclosed; The company implements multi period equity 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, it shall be charged

Explain the reason and rationality

(8) Rights and interests granting procedures of the company; Among them, it should be clear that listed companies are

The period during which restricted shares shall not be granted and the incentive object shall not exercise its rights and interests

(9) Adjustment methods and procedures of equity quantity and exercise price involved in equity incentive plan (for example:

Adjustment method when faithfully implementing profit distribution, share allotment and other schemes)

(10) The accounting treatment method of equity incentive is to determine the fair value of restricted shares or stock options

Securities code: 002317 self inspection form

Methods, the values of important parameters of the valuation model and their rationality, and the expenses should be accrued for the implementation of equity incentive

And its impact on the operating performance of listed companies

(11) Change and termination of equity incentive plan

(12) The company changes its control, merges, splits, and the incentive objects change their positions or leave

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

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

(14) There are no false records in the information disclosure documents related to the equity incentive plan of the listed company

Misleading statements or commitments of major omissions; There are false records in the relevant disclosure documents of incentive objects

Misleading statements or material omissions lead to non-compliance with the rights granted or exercised

Commitment to return benefits to the company. Trigger criteria for equity repurchase, cancellation and income recovery procedures of listed companies

Timing, calculation principle of repurchase price and income, operating procedures, 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

Whether the indicators are objective, open, clear and transparent, in line with the actual situation of the company and conducive to promotion is

Promotion of the company’s competitiveness

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

In 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 of restrictions not less than 12 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 lifting the restrictions on sales in each period does not exceed 50% of the total amount of restricted shares granted to the incentive object

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

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 proportion of stock options exercisable in each period of stock options does not exceed that of the incentive object, and the granted stock options are not applicable

50% of the total

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

34. Whether the independent directors and the board of supervisors have made comments on whether the equity incentive plan is conducive to the sustainable development of the listed company

Whether there are opinions that obviously damage the interests of the listed company and all shareholders 35 whether the listed company employs a law firm to issue legal opinions in accordance with the provisions of the administrative measures

Express professional opinions

(1) Whether the listed company complies with the provisions of the measures for the administration of equity incentive to implement equity incentive is

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(2) Whether the content of the equity incentive plan complies with the provisions of the measures for the administration of equity incentive is

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

Provisions of the measures

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

Provisions of regulations

Securities code: 002317 self inspection form

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

(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 the listed company and all shareholders and violation of the equity incentive plan

Relevant laws and administrative regulations

(8) Directors who intend to be incentive objects or their

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