Heilongjiang Zbd Pharmaceutical Co.Ltd(603567) restricted stock incentive plan in 2022
(Draft)
Heilongjiang Zbd Pharmaceutical Co.Ltd(603567)
January, 2002
statement
The company and all directors and supervisors guarantee that there are no false records, misleading statements or major omissions in the incentive plan and its summary, and bear individual and joint legal liabilities for its authenticity, accuracy and completeness.
hot tip
1、 The incentive plan is formulated in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of equity incentive of listed companies and other relevant laws, regulations and normative documents, as well as the articles of association.
2、 The incentive tool adopted in this incentive plan is restricted stock. The stock source is Heilongjiang Zbd Pharmaceutical Co.Ltd(603567) the company’s RMB common shares (A shares) issued to the incentive object.
3、 The number of shares to be granted to the incentive objects in the incentive plan is 1.5 million shares, accounting for 0.159% of the total share capital of 941963592 shares on the announcement date of the incentive plan. After the implementation of this incentive plan, the total number of restricted shares involved in all effective equity incentive plans of the company does not exceed 10% of the total share capital of the company, and the cumulative subject shares granted by any incentive object through this incentive plan does not exceed 1% of the total share capital of the company. 4、 The grant price of restricted shares in the incentive plan is 7.37 yuan / share, and the grant price shall not be less than 50% of the average trading price of the company’s shares on the first trading day and the first 20 trading days before the announcement of the incentive plan, whichever is higher. During the period from the date of announcement of the incentive plan to the completion of the restricted stock registration of the incentive object, if the company has matters such as conversion of capital reserve into share capital, distribution of stock dividends, division or reduction of shares, allotment of shares, dividend distribution, etc., the grant price or number of restricted shares will be adjusted accordingly according to the incentive plan.
5、 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. 6、 The validity period of the incentive plan shall be no more than 48 months from the date of grant of restricted shares to the date when all restricted shares granted to the incentive object are lifted or repurchased and cancelled.
7、 The company does not have the following circumstances under which the equity incentive plan shall not be implemented as stipulated in Article 7 of the measures for the administration of equity incentive of listed companies:
(I) the audit report of the financial accounting report of the latest fiscal year issued by the certified public accountant with a negative opinion or unable to express an opinion;
(II) the internal control of the financial report of the most recent fiscal year is given a negative opinion or unable to express an opinion by the certified public accountant;
(III) failure to distribute profits in accordance with laws and regulations, the articles of association and public commitments within the last 36 months after listing;
(IV) equity incentive is prohibited by laws and regulations;
(V) other circumstances recognized by the CSRC.
8、 The incentive objects participating in the incentive plan do not include independent directors and supervisors of the company. Shareholders or actual controllers who individually or jointly hold more than 5% of the company’s shares and their spouses, parents and children do not participate in the incentive plan. The incentive objects participating in this incentive plan do not have the following circumstances that may not become incentive objects as stipulated in Article 8 of the measures for the administration of equity incentive of listed companies:
(I) being identified as an inappropriate candidate by the stock exchange within the last 12 months;
(II) being identified as an inappropriate candidate by the CSRC and its dispatched offices within the last 12 months;
(III) 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;
(IV) those who are not allowed to serve as directors or senior managers of the company as stipulated in the company law; (V) those who are not allowed to participate in the equity incentive of listed companies according to laws and regulations;
(VI) other circumstances recognized by the CSRC.
9、 The company promises not to provide loans or any other form of financial assistance for the incentive object to obtain relevant restricted shares according to the incentive plan, including providing guarantee for its loans.
10、 The incentive object promises that if the company does not comply with the arrangement of granting rights and interests or exercising rights and interests due to false records, misleading statements or major omissions in the information disclosure documents, the incentive object will return all the income obtained from the incentive plan to the company after the relevant information disclosure documents are confirmed to have false records, misleading statements or major omissions.
11、 The incentive plan can be implemented only after being deliberated and approved by the general meeting of shareholders of the company.
12、 Within 60 days from the date when the general meeting of shareholders deliberates and approves the incentive plan, the company will convene the board of directors to grant the incentive object according to relevant regulations, and complete the registration, announcement and other relevant procedures. If the company fails to complete the above work within 60 days, the implementation of the incentive plan will be terminated, and the non granted restricted shares will become invalid.
13、 The implementation of this incentive plan will not result in the company’s equity distribution not meeting the requirements of listing conditions.
catalogue
Declare that 2 special tips 3 catalog 5 chapter 1 interpretation Chapter II General Provisions Chapter III Management Organization of this incentive plan Chapter IV determination basis and scope of incentive objects Chapter V type, source, quantity and distribution of underlying shares Chapter VI validity period, grant date, restriction period, lifting of restriction arrangement and prohibition provisions of this incentive plan Chapter VII grant price of restricted shares and its determination method Chapter VIII grant and release of restricted shares Chapter IX adjustment methods and procedures for the number of restricted shares and grant price Chapter X accounting treatment of restricted stocks Chapter XI implementation procedures of this incentive plan Chapter 12 respective rights and obligations of the company and the incentive object Chapter XIII change and termination of this incentive plan Chapter 14 principles and procedures for repurchase and cancellation of restricted shares 37 Chapter 15 Supplementary Provisions forty
Chapter I interpretation
Unless otherwise specified, the following words have the following meanings in this article:
Heilongjiang Zbd Pharmaceutical Co.Ltd(603567) / the company / company refers to Heilongjiang Zbd Pharmaceutical Co.Ltd(603567)
2022 restricted stock incentive plan, that is, the incentive plan for directors, senior managers and core business (technical) backbone personnel of the company with Heilongjiang Zbd Pharmaceutical Co.Ltd(603567) A shares as the target
The incentive object refers to the personnel who meet the conditions for granting Restricted Shares specified in the plan
Restricted stock and underlying stock refer to the shares of the company to which the incentive object is entitled to be granted restrictive conditions under the plan
The grant price refers to the price of each restricted stock granted by the company to the incentive object
The grant date refers to the date on which the company grants restricted shares to the incentive object after the implementation of the plan is approved. The grant date must be the trading day
The restricted sale period refers to the period during which the restricted shares granted to the incentive object under the incentive plan are prohibited from being transferred, used for guarantee and debt repayment
The release period refers to the period during which the restricted shares held by the incentive object can be released and listed for circulation after the release conditions specified in the plan are met
The conditions for lifting the restriction on sale refer to the conditions that must be met for the restricted shares obtained by the incentive object to be lifted according to the incentive plan
Company Law refers to the company law of the people’s Republic of China
Securities Law refers to the securities law of the people’s Republic of China
The Administrative Measures refer to the administrative measures for equity incentive of listed companies
Articles of association means the Heilongjiang Zbd Pharmaceutical Co.Ltd(603567) articles of association
CSRC refers to the China Securities Regulatory Commission
Stock exchange refers to Shanghai Stock Exchange
China Securities Depository and Clearing Corporation refers to the Shanghai Branch of China Securities Depository and Clearing Corporation Limited
RMB / 10000 refers to RMB / 10000
Note 1: unless otherwise specified, the financial data and financial indicators quoted in this incentive plan refer to the financial data in the consolidated statement and the financial indicators calculated based on such financial data.
Note 2: the sum of the total part of the incentive plan and the detailed figures may be slightly different due to different rounding results.
Chapter II General Provisions
In order to further improve the corporate governance structure, promote the company to establish and improve the incentive mechanism and restraint mechanism, and enhance the sense of responsibility and mission of the company’s management team and core backbone to realize the sustainable and healthy development of the company, the company, in accordance with the company law, securities law, management law and other relevant laws, regulations and normative documents, as well as the provisions of the articles of association, Develop this plan.
1、 Purpose of this incentive plan
(I) combine the salary income of the incentive object with the company’s performance through the equity incentive mechanism, make the behavior of the incentive object consistent with the company’s strategic objectives, and promote the standardized and healthy development of the company;
(II) fully mobilize the enthusiasm of the company’s managers and employees, effectively combine the interests of shareholders, the company and employees, and make all parties pay attention to the long-term development of the company;
(III) further improve the corporate governance structure of the company, promote the company to establish and improve effective incentive and restraint mechanisms, and ensure the long-term and stable development of the company.
2、 Basic principles followed in the formulation of this incentive plan
(I) the principle of legal compliance. The company implements the equity incentive plan, performs the procedures in strict accordance with the provisions of laws and administrative regulations, and makes information disclosure truthfully, accurately, completely and timely. No one shall use the equity incentive plan to engage in securities fraud such as insider trading and manipulation of the securities market.
(II) the principle of combining the company’s assessment with the voluntary participation of employees. The implementation of the equity incentive plan by the company follows the independent decision of the company and assesses the employees. The employees participate voluntarily. The company does not force the employees to participate in the equity incentive plan by means of apportionment, forced distribution, etc.
(III) risk bearing principle. Participants in the equity incentive plan are responsible for their own profits and losses, bear their own risks, and have equal rights and interests with other investors.
Chapter III Management Organization of the incentive plan
1、 As the highest authority of the company, the general meeting of shareholders is responsible for reviewing and approving the implementation, change and termination of the incentive plan. The general meeting of shareholders may authorize the board of directors to handle some matters related to the incentive plan within its authority.
2、 The board of directors is the executive management organization of the incentive plan and is responsible for the implementation of the incentive plan. The remuneration and assessment committee under the board of directors is responsible for the formulation and revision of the incentive plan, which shall be submitted to the board of directors for deliberation, and then submitted to the general meeting of shareholders for deliberation. The board of directors may handle matters related to the incentive plan within the scope authorized by the general meeting of shareholders.
3、 The board of supervisors is the supervision organization of the incentive plan and is responsible for the review of the list of incentive objects. The board of supervisors will express opinions on whether the incentive plan is conducive to the sustainable development of the company and whether there is any obvious damage to the interests of the company and all shareholders; And supervise whether the implementation of the incentive plan meets the requirements of relevant laws, administrative regulations and departmental rules.
4、 Independent directors express their opinions on whether the incentive plan is conducive to the sustainable development of the company and whether there is any situation that obviously damages the interests of the company and all shareholders, and solicit entrusted voting rights from all shareholders on the incentive plan.
5、 If the company changes the incentive plan before the deliberation of the general meeting of shareholders, the independent directors and the board of supervisors shall express their opinions on whether the changed plan is conducive to the sustainable development of the company and whether there is obvious damage to the interests of the company and all shareholders.
Before the company grants rights and interests to the incentive object, the independent directors and the board of supervisors shall express clear opinions on the conditions for the incentive object to be granted rights and interests set in the incentive plan. If there is any difference between the rights and interests granted by the company to the incentive object and the arrangement of this incentive plan, the independent directors and the board of supervisors (when the incentive object changes) shall express clear opinions.
Before the incentive objects exercise their rights and interests, the independent directors and the board of supervisors shall express clear opinions on whether the conditions for the incentive objects to exercise their rights and interests set in the incentive plan have been achieved.
Chapter IV determination basis and scope of incentive objects
1、 Determination basis of incentive object
(I) legal basis for determining incentive objects
The incentive object of the 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. Under any of the following circumstances, they cannot become the incentive object of this incentive plan:
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.
