Heilongjiang Zbd Pharmaceutical Co.Ltd(603567)
Restricted stock incentive plan for 2022
Implementation of assessment management measures
In order to further attract and retain the company’s core talents and senior management personnel (hereinafter referred to as “6037}”) in the long-term interests of the company, and fully mobilize the company’s core interests and long-term interests of the company, the company will establish a “long-term incentive mechanism” to fully mobilize the company’s talents and senior management, On the premise of fully protecting the interests of shareholders, the company, in accordance with the principle of reciprocity between income and contribution, 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 measures for the administration of equity incentive of listed companies (hereinafter referred to as the “administrative measures”) and other relevant laws The Heilongjiang Zbd Pharmaceutical Co.Ltd(603567) 2022 restricted stock incentive plan (Draft) (hereinafter referred to as the “incentive plan”) is formulated in accordance with the regulations, normative documents and the provisions of the Heilongjiang Zbd Pharmaceutical Co.Ltd(603567) articles of Association (hereinafter referred to as the “articles of association”). In order to ensure the smooth implementation of the company’s restricted stock incentive plan in 2022, in accordance with the company law, securities law, administrative measures and other relevant laws, regulations and normative documents, as well as the provisions of the articles of association and the incentive plan, and in combination with the actual situation of the company, The measures for the administration of Heilongjiang Zbd Pharmaceutical Co.Ltd(603567) 2022 restricted stock incentive plan implementation assessment (hereinafter referred to as “the measures”) is hereby formulated. 1、 Assessment purpose
Further improve the corporate governance structure, establish and improve the company’s incentive and restraint mechanism, ensure the smooth implementation of the equity incentive plan, and give full play to the role of equity incentive to the greatest extent, so as to ensure the realization of the company’s development strategy and business objectives. 2、 Assessment principle
The assessment and evaluation must adhere to the principles of fairness, openness and fairness, and evaluate in strict accordance with these measures and the performance of the assessment objects, so as to realize the close combination of the equity incentive plan with the work performance and contribution of the incentive objects, so as to improve the management performance and maximize the interests of the company and all shareholders. 3、 Assessment scope
These measures are applicable to all incentive objects participating in the company’s incentive plan, including directors, senior managers and key personnel of the company (including subsidiaries), excluding independent directors, supervisors and shareholders or actual controllers who individually or jointly hold more than 5% of the company’s shares and their spouses, parents and children. 4、 Assessment organization
(I) the remuneration and assessment committee of the board of directors of the company is responsible for leading and organizing the assessment of incentive objects; (II) the human resources department of the company is responsible for the specific implementation of the assessment, which is responsible for and reports to the remuneration and assessment committee of the board of directors;
(III) the human resources department, finance department and other relevant departments of the company are responsible for the collection and provision of relevant assessment data, and are responsible for the authenticity and reliability of the data;
(IV) the board of directors of the company is responsible for reviewing the assessment results. 5、 Performance evaluation indicators and standards
(I) performance assessment requirements at the company level
The assessment year for the lifting of sales restriction of this incentive is three fiscal years from 2022 to 2024. The performance assessment indicators of the company are assessed in each fiscal year, and the achievement of performance assessment objectives is one of the conditions for the lifting of sales restriction of the incentive object in that year.
Performance assessment objectives during the lifting of sales restrictions
The proportion of total R & D expenditure in operating revenue in 2022 shall not be less than 5%;
Based on the audited financial data in 2021, the sales revenue of oral preparations increased annually, and the rate of the first lifting of restrictions on sales was no less than 40%;
Based on the audited financial data of 2021, the growth rate of accounts receivable turnover rate shall not be less than 3%.
The proportion of total R & D expenditure in operating revenue in 2023 shall not be less than 5%;
The second sales restriction lifting period is based on the audited financial data of 2021, and the compound growth rate of sales revenue of oral preparation products shall not be less than 40%;
Based on the audited financial data of 2022, the growth rate of accounts receivable turnover rate shall not be less than 4%.
The proportion of total R & D expenditure in operating revenue in 2024 shall not be less than 5%;
Based on the audited financial data in 2021, the sales revenue of oral preparation products increased compound, and the rate of the third lifting of sales restriction period was no less than 40%;
Based on the audited financial data of 2023, the growth rate of accounts receivable turnover rate shall not be less than 5%.
If the company fails to meet the above performance assessment objectives, all incentive objects shall repurchase and cancel the restricted shares that are lifted according to the original plan, and the repurchase price is the sum of the grant price and the deposit interest calculated according to the benchmark deposit interest rate of the people’s Bank of China for the same period.
(II) performance appraisal requirements at the individual level of incentive objects
The individual level assessment of the incentive object shall be implemented in accordance with the relevant provisions of the company’s current salary and assessment. The proportion of lifting sales restrictions at the individual level is determined according to the assessment results in the following table:
The annual assessment results at the individual level are excellent, good, qualified and unqualified
The proportion of lifting restrictions on sales at the personal level is 100% 100% 90% 0%
On the premise of the achievement of the company’s performance appraisal objectives, the company will determine the proportion of lifting the sales restriction according to the annual performance appraisal results of the incentive objects. Individual’s actual lifting of sales restriction limit in the current year = individual’s planned lifting of sales restriction in the current year × The proportion of sales restrictions lifted at the individual level. The restricted shares that cannot be lifted in the current year of assessment of the incentive object shall be repurchased and cancelled by the company, and the repurchase price shall be the sum of the grant price and the deposit interest calculated according to the benchmark deposit interest rate of the people’s Bank of China in the same period. 6、 Assessment period and times
The assessment period of the incentive plan is three fiscal years from 2022 to 2024, and one assessment is made in each fiscal year. 7、 Lifting of sales restrictions
(I) the remuneration and appraisal committee of the board of directors shall determine the qualification and quantity of the incentive object to be released from the sales restriction according to the performance appraisal report.
(II) the results of performance appraisal shall be used as the basis for lifting the restrictions on the sale of restricted shares. 8、 Assessment procedure
Under the guidance of the remuneration and appraisal committee of the board of directors, the human resources department and the Finance Department of the company are responsible for the specific appraisal work, save the appraisal results, form a performance appraisal report on this basis and submit it to the remuneration and appraisal committee of the board of directors. 9、 Feedback and application of assessment results
(I) feedback and appeal of assessment results
1. The appraisee has the right to know his own appraisal results, and the remuneration and appraisal committee of the board of directors shall notify the appraisee of the appraisal results within five working days after the appraisal is completed;
2. If the assessed object has any objection to his / her assessment results, he / she can appeal to the remuneration and assessment committee of the board of directors within five working days after receiving the notification of the assessment results. The remuneration and assessment committee of the board of directors can review his / her assessment results according to the actual situation and revise the assessment results according to the review results;
3. The assessment results shall be used as the basis for the lifting of restrictions on the sale of restricted shares.
(II) filing of assessment results
1. After the assessment, the human resources department and the finance department must keep all performance assessment records;
2. In order to ensure the effectiveness of performance incentives, the performance appraisal records are not allowed to be altered. If they need to be modified or re recorded, they must be signed by the appraisal recorder;
3. The performance appraisal results shall be archived and kept as confidential information, and the human resources department shall be responsible for unified destruction three years after the end of this incentive plan. 10、 Supplementary Provisions
(I) the board of directors is responsible for formulating, interpreting and revising these measures. In case of any conflict between these measures and the laws, administrative regulations and departmental rules issued and implemented in the future, the laws, administrative regulations and departmental rules issued and implemented in the future shall prevail.
(II) these measures have been deliberated and approved by the general meeting of shareholders of the company and will be implemented after the incentive plan comes into force.
Heilongjiang Zbd Pharmaceutical Co.Ltd(603567) board of directors January 29, 2022
