Securities abbreviation: Hubei Guangji Pharmaceutical Co.Ltd(000952) securities code: 000952 Hubei Guangji Pharmaceutical Co.Ltd(000952)
Restricted stock incentive plan for 2021
February, 2002
statement
The company and all members of the board of directors and the board of supervisors guarantee that the incentive plan and its summary are true, accurate and complete without false records, misleading statements or major omissions.
hot tip
I The Hubei Guangji Pharmaceutical Co.Ltd(000952) 2021 restricted stock incentive plan (Draft) (hereinafter referred to as “the incentive plan”) is prepared by Hubei Guangji Pharmaceutical Co.Ltd(000952) (hereinafter referred to as ” Hubei Guangji Pharmaceutical Co.Ltd(000952) “, “the company” or “the company”) 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 the state-controlled listed companies (within China) The Trial Measures for the implementation of equity incentive (Guo Zi FA FA FA FA FA FA Fa [2006] No. 175), the notice on issues related to regulating the implementation of equity incentive system by state-controlled listed companies (Guo Zi FA FA FA FA FA FA Fa [2008] No. 171), other relevant laws, administrative regulations, normative documents, and the articles of association of the company.
2、 The incentive form adopted in this incentive plan is restricted stock. The stock source is the company’s RMB A-share common stock issued by the company to the incentive object.
3、 The number of restricted shares to be granted to the incentive objects in the incentive plan is 10.4 million shares, accounting for about 3.00% of the total share capital of 346995039 shares on the announcement date of the draft incentive plan. Among them, 8838000 restricted shares were granted for the first time, accounting for about 2.55% of the total share capital of 346995039 shares on the announcement date of the draft incentive plan and 84.98% of the total number of restricted shares to be granted in the incentive plan; 1562000 restricted shares are reserved for grant, accounting for about 0.45% of the total share capital of 346995039 shares on the announcement date of the draft incentive plan and 15.02% of the total number of restricted shares to be granted in the incentive plan.
As of the announcement date of the draft incentive plan, the total number of subject shares involved in the equity incentive plan within the whole validity period of the company has not exceeded 10.00% of the total share capital of the company. The number of shares of the company granted by any incentive object in the incentive plan through the equity incentive plan within the whole validity period shall not exceed 1.00% of the total share capital of the company.
4、 The number of incentive objects to be granted in this incentive plan for the first time shall not exceed 122, including directors, senior managers, middle-level cadres and core technical / business personnel who worked in the company (including subsidiaries, the same below) when the company announced this incentive plan. Excluding Hubei Guangji Pharmaceutical Co.Ltd(000952) independent directors, supervisors, directors and senior managers appointed by the organization, shareholders or actual controllers holding more than 5% of shares alone or in total, and their spouses, parents and children.
Reserved incentive objects refer to the incentive objects that have not been determined when the plan is approved by the general meeting of shareholders but are included in the incentive plan during the duration of the plan, which shall be determined within 12 months after the plan is considered and approved by the general meeting of shareholders. The criteria for determining the reserved incentive object shall be determined with reference to the criteria for the first award.
5、 The grant price of restricted shares granted to the incentive object for the first time in the incentive plan is 3.52 yuan / share. 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, dividend distribution, share subdivision or reduction, allotment and so on, the grant price and number of rights and interests of restricted shares will be adjusted accordingly according to the incentive plan.
6、 The validity period of this incentive plan is from the date of granting restricted shares to the date when all the restricted shares granted to the incentive object are lifted or repurchased, and the maximum period shall not exceed 60 months.
7、 The restricted shares granted for the first time in the incentive plan will be released from the restriction in three phases after 24 months from the date of grant, and the proportion of releasing the restriction in each phase is 40%, 30% and 30% respectively; After 24 months from the grant date of some reserved restricted shares, the sales restrictions of reserved restricted shares shall be lifted in three phases, and the proportion of lifting the restrictions in each phase shall be 40%, 30% and 30% respectively.
8、 In the incentive plan, the performance indicators of the company will be assessed annually in the three fiscal years from 2023 to 2025, and the achievement of the performance assessment goal will be one of the conditions for the lifting of the sales restriction of the incentive object in the current year.
The company shall meet the following performance conditions at the same time in each assessment year:
① The compound growth rate of operating income reaches above the first target value, and is not lower than the average level of the same industry or the 75th percentile value of benchmarking enterprises;
② The compound growth rate of net profit reaches above the first target value, and is not lower than the average level of the same industry or the 75th percentile value of benchmarking enterprises;
③ Eoe reaches the assessment objectives;
④ The proportion of main business income in operating income reaches the assessment target.
The basic performance values of the company in 2020 are as follows:
Assessment index 2020 performance
Operating income (10000 yuan) 6881693
Net profit (10000 yuan) 702995
EOE 17.95%
Main business accounts for 99.82% of operating revenue
The values of performance assessment objectives of each assessment year are as follows:
Operating income relative to net profit
Compound growth rate in 2020 compound growth rate in 2020 main business lifting restriction Arrangement Assessment (a) (b) revenue accounts for the annual EOE industry revenue, which is heavier than the second level target, the first level target, the second level target and the first level target
Value value value value
（Am） （An） （Bm） （Bn）
first
Lift the restrictions on the sale period of 34.30% 15.00% 33.70% 15.00% 19.50% 90.00% in 2023
First grant second
Cancellation of restrictions granted 2024 34.30% 15.00% 33.70% 15.00% 20.00% 90.00% institutional stock sale period
ticket
Third
Release of restrictions 2025 34.30% 15.00% 33.70% 15.00% 20.50% 90.00% sales period
first
Lift the restrictions on the sale period of 34.30% 15.00% 33.70% 15.00% 19.50% 90.00% in 2023
Reserved for the second
Cancellation of restrictions granted 2024 34.30% 15.00% 33.70% 15.00% 20.00% 90.00% institutional stock sale period
ticket
Third
Release of restrictions 2025 34.30% 15.00% 33.70% 15.00% 20.50% 90.00% sales period
Note: 1. The above “operating income” refers to the audited operating income of the listed company, and the “net profit” refers to the audited net profit of the listed company, and the value excluding the impact of share based payment fees of this and other incentive plans is used as the calculation basis;
2. The above “EOE” refers to the cash return on net assets, EOE = EBITDA / average net assets, which is a comprehensive indicator reflecting the return of shareholders and the creation of company value. EBITDA refers to the profit before interest, tax, depreciation and amortization (excluding the impact of cost amortization of this equity incentive plan). The data of the target enterprise is derived from the EBITDA value presented by wind, Arithmetic mean of average net assets and owner’s equity at the beginning and end of the period;
3. In the process of annual assessment, if the benchmarking enterprise has major changes in its main business, asset sales or acquisitions that have a great impact on operating revenue, net profit and EOE, major asset restructuring or sample extreme values with excessive deviation, the board of directors of the company will eliminate or replace the samples during the year-end assessment;
4. Companies in the same industry are classified according to wind’s secondary industry “pharmaceutical, biotechnology and life sciences”.
9、 The company does not have the following circumstances under which equity incentive shall not be implemented as stipulated in the administrative measures for 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 has been 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.
10、 The incentive objects of this incentive plan do not have the following circumstances that may not be incentive objects as stipulated in the administrative measures for 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.
11、 Hubei Guangji Pharmaceutical Co.Ltd(000952) commitment: the company will not provide loans and other forms of financial assistance for any incentive object to obtain relevant rights and interests under the incentive plan, including providing guarantee for its loans.
12、 Hubei Guangji Pharmaceutical Co.Ltd(000952) commitment: there are no false records, misleading statements or major omissions in the information disclosure documents related to the incentive plan.
13、 The incentive object of this incentive plan promises that if the company does not comply with the arrangement for 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 shall, after the relevant information disclosure documents are confirmed to have false records, misleading statements or major omissions, Return all benefits obtained from this incentive plan to the company.
14、 The incentive plan can be implemented only after it is reviewed and approved by the competent State-owned assets management unit and reviewed and approved by the special resolution of the general meeting of shareholders of the company.
15、 After the incentive plan is deliberated and approved by the general meeting of shareholders of the company, the company will convene the board of directors to grant rights and interests to the incentive objects in accordance with relevant regulations within 60 days (if there are conditions for granting rights and interests, calculated from the achievement of the conditions), and complete the registration, announcement and other relevant procedures. If the company fails to complete the above incentive plan within 60 days after the disclosure of the reasons, the company shall announce the termination of the incentive plan in time. According to the measures for the administration of equity incentive of listed companies and the self regulatory guide for listed companies of Shenzhen Stock Exchange No. 1 – business handling, the period during which rights and interests cannot be granted shall not be counted as 60 days.
16、 The implementation of this incentive plan will not result in the company’s equity distribution not meeting the listing conditions.
17、 On January 7, 2022, the guidelines for business handling of listed companies of Shenzhen Stock Exchange No. 9 – equity incentive was abolished, and the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – business handling was implemented. The corresponding contents of this incentive plan were adjusted accordingly.
catalogue
Declare that 2 special tips Chapter 1 interpretation Chapter II purpose of this incentive plan Chapter III Management Organization of this incentive plan Chapter IV determination basis and scope of incentive objects Chapter V Rights and interests to be granted under the incentive plan Chapter VI list of incentive objects and distribution of rights and interests to be granted Chapter VII period of validity, grant date, restriction period, lifting of restriction arrangement and lock up period Chapter VIII grant price and determination method of restricted shares Chapter IX grant and release of restricted shares Chapter X adjustment methods and procedures of this incentive plan Chapter XI accounting treatment of restricted stocks Chapter XII implementation, grant, release, change and termination procedures of the incentive plan 33 Chapter XIII other rights and obligations of the company / incentive object 37 chapter XIV handling of the incentive plan in case of changes in the company / incentive object Chapter 15 repurchase and cancellation of restricted shares forty-five
