Shenzhen Yhlo Biotech Co.Ltd(688575) board of supervisors
The verification opinions on the company’s restricted stock incentive plan (Draft) in 2022 Shenzhen Yhlo Biotech Co.Ltd(688575) (hereinafter referred to as the “company”) the board of supervisors in accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”) and the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”) The measures for the administration of equity incentive of listed companies (hereinafter referred to as the “measures”), the rules for the listing of shares on the science and Innovation Board of Shanghai Stock Exchange (hereinafter referred to as the “Listing Rules”), the self regulatory guide for listed companies on the science and Innovation Board No. 4 – disclosure of equity incentive information and other relevant laws and regulations The normative documents and the Shenzhen Yhlo Biotech Co.Ltd(688575) articles of Association (hereinafter referred to as the “articles of association”) have verified the company’s restricted stock incentive plan (Draft) in 2022 (hereinafter referred to as the “incentive plan (Draft)”), and the verification opinions are as follows:
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) An audit report with a negative opinion or unable to express an opinion on the financial and accounting report of the latest fiscal year 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, the 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 incentive objects determined in the company’s restricted stock incentive plan do not have the following circumstances:
(1) Being identified as an inappropriate candidate by the stock exchange within the last 12 months;
(2) Those who have been identified as inappropriate candidates by the CSRC and its dispatched offices within the last 12 months; (3) Being administratively punished by the CSRC and its dispatched offices or taking market entry prohibition measures for major violations of laws and regulations within the last 12 months;
(4) Those who are not allowed to serve as directors or senior managers of the company as stipulated in the company law;
(5) Those who are not allowed to participate in equity incentive of listed companies according to laws and regulations;
(6) Other circumstances recognized by the CSRC.
The incentive objects do not include the company’s independent directors, supervisors, shareholders who individually or jointly hold more than 5% of the shares of the listed company, the actual controllers of the listed company and their spouses, parents, children and foreign employees. The scope of incentive objects this time meets the incentive object conditions specified in the administrative measures and the listing rules, and the scope of incentive objects specified in the company’s incentive plan (Draft). Its subject qualification as the incentive object of the company’s restricted stock incentive plan is legal and effective.
The company will publicize the names and positions of incentive objects within the company through the company’s website or other channels before the general meeting of shareholders, and the publicity period shall not be less than 10 days. The board of supervisors will disclose the audit opinions on the list of incentive objects and the explanation of their publicity five days before the shareholders’ meeting considers the equity incentive plan.
3. The formulation, review process and contents of the company’s incentive plan (Draft) comply with the provisions of relevant laws, regulations and normative documents such as the company law, the securities law, the administrative measures, the listing rules and so on; The granting and vesting arrangements for restricted shares of each incentive object (including the granting quantity, granting date, granting conditions, granting price, term of office, vesting conditions, vesting date, etc.) do not violate the provisions of relevant laws and regulations, and do not infringe the interests of the company and all shareholders. The relevant proposals of this restricted stock incentive plan shall not be implemented until they are submitted to the general meeting of shareholders for deliberation and approval.
4. The company has no plans or arrangements to provide loans, loan guarantees or any other financial assistance to the incentive objects.
5. The company’s implementation of this incentive plan can improve the company’s incentive mechanism, improve the distribution mechanism combining incentive and restraint, form a community of interests between managers and shareholders, improve management efficiency and level, and is conducive to the sustainable development of the company. There is no obvious damage to the interests of listed companies and all shareholders.
To sum up, we agree that the company will implement the restricted stock incentive plan in 2022.
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Shenzhen Yhlo Biotech Co.Ltd(688575) board of supervisors January 14, 2022
