Securities code: 603567 securities abbreviation: Heilongjiang Zbd Pharmaceutical Co.Ltd(603567) Announcement No.: pro 2022-010 Heilongjiang Zbd Pharmaceutical Co.Ltd(603567)
2022 restricted stock incentive plan (Draft) summary announcement
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Important content tips:
● equity incentive method: restricted stock
● share source: the company’s RMB common shares (A shares) issued to the incentive object
● total equity of equity incentive and total number of underlying shares involved: Heilongjiang Zbd Pharmaceutical Co.Ltd(603567) (hereinafter referred to as ” Heilongjiang Zbd Pharmaceutical Co.Ltd(603567) “, “the company”, “the company”) the number of shares to be granted by the restricted stock incentive plan in 2022 (hereinafter referred to as “the incentive plan”) is 1.5 million shares, accounting for 0.159% of the total share capital of the company on the announcement date of the incentive plan.
1、 Basic information of the company
(I) Company Profile
Company name: Heilongjiang Zbd Pharmaceutical Co.Ltd(603567)
Registered address: No. 72, Hongxing street, Hulin Town, Hulin City, Jixi City, Heilongjiang Province
Registered capital: nine hundred and forty-one million nine hundred and sixty-three thousand five hundred and ninety-two yuan only
Date of establishment: October 28, 1996
Listing time: April 24, 2015
Business scope: lyophilized powder injection, oral liquid, oral solution, mixture, syrup (including traditional Chinese medicine extraction), small volume injection, API (Chuanhuning, sodium aescinate, esomeprazole magnesium, esomeprazole sodium, moxifloxacin hydrochloride), sterile API, decoction paste (including traditional Chinese medicine extraction), extract, traditional Chinese medicine extraction (only for branches) Production of traditional Chinese medicine decoction pieces (net preparation, cutting, gun moxibustion (frying, moxibustion (wine moxibustion, vinegar moxibustion, salt moxibustion, honey moxibustion, ginger moxibustion), charcoal making, calcining, steaming, boiling, stewing and simmering), and direct oral decoction pieces; Purchase, wholesale and retail of traditional Chinese medicine; Purchase and wholesale of agricultural, forestry and animal husbandry products (except for projects prohibited by the state); Road transportation of ordinary goods; Production and sales of daily masks (non-medical), medical devices, chemical APIs and their preparations, and oral liquid preparations; Bidding agency services; Import and export of goods or technologies (excluding those prohibited by the state or involving administrative examination and approval); Technical consultation, technology transfer, technical services and technology development of drugs. (II) governance structure
According to the Heilongjiang Zbd Pharmaceutical Co.Ltd(603567) articles of association, the board of directors of the company is composed of five directors, and there are currently two independent directors; The board of supervisors of the company consists of three supervisors, of which the proportion of employee representative supervisors shall not be less than 1 / 3; There are 5 senior managers in the company.
(III) performance of the company in recent three years
Unit: RMB 10000
Main financial indicators December 31, 2020 December 31, 2019 December 31, 2018
Total assets 1023431.28 901862.21 818193.04
Net assets 549444.84 524226.16 497259.33
Main financial indicators 2020 2019 2018
Operating income 340374.73 329185.60 278564.36
Net profit attributable to shareholders of the parent company 43628.58 40864.89 46243.65
After deducting non recurring profits and losses
Net profit of shareholders of the parent company 35893.36 34134.53 37100.89
Basic earnings per share (yuan / share) 0.51 0.48 0.54
Basic income after deducting non recurring profit and loss
Earnings per share (yuan / share) 0.42 0.40 0.44
Net assets per share (yuan / share) 6.47 6.17 5.86
Weighted average return on net assets (%) 8.15 8.00 9.59
Proportion of total R & D expenditure in operating revenue
Proportion (%) 3.65 2.95 3,27
Sales revenue of oral preparation products 22584.70 12092.98 4646.98
Accounts receivable turnover rate (Times) 1.66 2.29 2.52
2、 Purpose of equity incentive plan
1. Through the equity incentive mechanism, the salary income of the incentive object is combined with the company’s performance, so that the behavior of the incentive object is consistent with the company’s strategic objectives, and promote the standardized and healthy development of the company;
2. 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 common attention to the long-term development of the company;
3. Further improve the corporate governance structure, promote the company to establish and improve effective incentive and restraint mechanisms, and ensure the long-term and stable development of the company.
3、 Equity incentive method and source of underlying stock
(I) equity incentive method
The equity incentive method of this incentive plan is to grant restricted shares to the incentive object.
(II) source of underlying stock
The source of restricted shares in the incentive plan is the new shares of RMB common shares (A shares) issued by the company to the incentive objects. The company held the 17th meeting of the Fourth Board of directors on January 29, 2022 to consider and adopt the proposal on and its summary.
4、 Number of rights and interests to be granted
The number of shares to be granted under the incentive plan is 1.5 million, accounting for 0.159% of the total share capital of the company on the announcement date of the incentive plan of 941963592.
5、 Scope of incentive objects and the number of rights and interests granted to them
(I) legal basis for determining incentive objects
The incentive objects of this incentive plan are determined based on the relevant provisions of relevant laws, regulations and normative documents such as the company law, the securities law, the administrative measures for equity incentive of listed companies (hereinafter referred to as the “administrative 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.
In case that the incentive object is not allowed to participate in the incentive plan according to any of the above provisions during the implementation of the incentive plan, the company will terminate its right to participate in the incentive plan, and the rights and interests granted but not exercised shall be terminated and repurchased and cancelled by the company.
(II) job basis for determining incentive objects
The incentive objects of the incentive plan are the directors, senior managers and key personnel of core business (Technology) in the company (including subsidiaries) when implementing the incentive plan (excluding independent directors, supervisors, shareholders or actual controllers who individually or jointly hold more than 5% of the shares of the company and their spouses, parents and children).
(III) scope of incentive objects
There are 51 incentive objects involved in the incentive plan, accounting for about 1.53% of the total number of 3321 employees of the company (as of December 31, 2020), including:
1. Directors;
2. Senior management;
3. Core business (technical) backbone personnel.
All incentive objects must work in the company (including subsidiaries) and sign labor contracts and receive remuneration when the company grants restricted shares and during the assessment period of the incentive plan, and have not participated in the equity incentive plan of other listed companies other than the incentive plan of the company.
(IV) verification of incentive objects
1. After the incentive plan is reviewed and approved by the board of directors, the company will publicize the names and positions of incentive objects internally for a period of no less than 10 days.
2. The company will conduct a self-examination on the trading of the company’s shares and their derivatives by insiders within 6 months before the announcement of this incentive plan to explain whether there is insider trading. Those who buy and sell the company’s shares after knowing the inside information shall not be the incentive object, except for the circumstances that do not belong to insider trading according to laws, administrative regulations and relevant judicial interpretations. If insider trading occurs due to the disclosure of insider information, it shall not become an incentive object. 3. The board of supervisors of the company will review the list of incentive objects, fully listen to the publicity opinions, and disclose the explanation of the board of supervisors on the review and publicity of the list of incentive objects five days before the general meeting of shareholders of the company deliberates the incentive plan. The list of incentive objects adjusted by the board of directors of the company shall also be verified by the board of supervisors of the company.
(V) distribution of restricted shares granted to incentive objects
The distribution of restricted shares to be granted under the incentive plan is as follows:
Name: the proportion of restricted shares granted by position in the proportion of restricted shares granted in the total number of public votes (shares) on the announcement date of this incentive plan the proportion of the total share capital of the company
Chen Hai, general manager 60000 4.00% 0.006%
Yan Jiujiang, director and deputy general manager 55000 3.67% 0.006%
Guo Yidong, deputy general manager 50000 3.33% 0.005%
Name: the proportion of restricted shares granted by position in the proportion of restricted shares granted in the total number of public votes (shares) on the announcement date of this incentive plan the proportion of the total share capital of the company
Wang Lei financial director 55000 3.67% 0.006%
Zhang Haiying, Secretary of the board of directors 40000 2.67% 0.004%
Core business (technical) backbone personnel
(46 persons) 1240000 82.67% 0.132%
Total 1500000 100.00% 0.159%
Note 1: the shares of the company granted to any of the above incentive objects under the equity incentive plan within the validity period do not exceed 1% of the total share capital of the company. The total number of shares involved in all equity incentive plans of the company within the validity period shall not exceed 10% of the total share capital of the company.
Note 2: the incentive objects of this incentive plan do not include independent directors, supervisors, shareholders or actual controllers who individually or jointly hold more than 5% of the company’s shares and their spouses, parents and children.
Note 3: if there is any difference in the mantissa between the sum of the above total and each detailed number, it is caused by rounding.
6、 Determination method of award price
(I) grant price of restricted shares
The grant price of this restricted stock is 7.37 yuan per share, that is, after meeting the grant conditions, the incentive object can purchase the company’s restricted stock at the price of 7.37 yuan per share.
During the period from the announcement date of the incentive plan to the completion of the restricted stock registration of the incentive object, the company will have matters such as the conversion of capital reserve into share capital, the distribution of stock dividends, the division of shares, the reduction of shares, the allotment of shares and the distribution of dividends. The grant price of restricted stocks in the incentive plan will be adjusted accordingly.
(II) method for determining the grant price of restricted shares
The price of this restricted stock grant shall not be lower than the par value of the stock, and shall not be lower than the higher of the following prices: 1. The average trading price of the company’s stock on the trading day before the announcement of the incentive plan (the total trading volume of the stock on the previous trading day / the total trading volume of the stock on the previous trading day) is 13.39 per share
