Securities abbreviation: Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317) securities code: 002317 Announcement No.: 2022-008 Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317)
Restricted stock incentive plan for 2022
(Draft) summary
February, 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 of Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317) (hereinafter referred to as ” Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317) ” or “the company” and “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 that has been repurchased from the secondary market.
3、 The number of restricted shares to be granted under the incentive plan is 5.84 million shares, accounting for about 0.72% of the company’s total share capital of 814461100 shares at the time of announcement of the draft incentive plan. This grant is a one-time grant without reserved rights and interests.
The underlying 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. The number of restricted shares granted to any incentive object in the incentive plan shall not exceed 1% of the total share capital of the company at the time of announcement of the draft incentive plan.
4、 The grant price of restricted shares in the incentive plan is 5.58 yuan / share.
5、 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.
6、 The incentive objects of the incentive plan include the middle-level managers, core technology and business backbone who worked in the company when the company announced the incentive plan. The total number of incentive objects granted by the incentive plan is 79, excluding the independent directors, supervisors, shareholders or actual controllers holding more than 5% of the company’s shares alone or in total and their spouses, parents and children.
7、 The validity period of the incentive plan shall be no more than 60 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.
The restricted stock sales period of the incentive plan is 12 months, 24 months and 36 months respectively from the date of grant of restricted stock. The restricted shares granted to the incentive object due to the conversion of capital reserve into share capital, stock dividend, stock subdivision and allotment shall be restricted at the same time, and shall not be sold in the secondary market or transferred in other ways. The release period of such shares is the same as that of restricted shares.
The release period of restricted shares granted by the incentive plan and the release schedule of each period are shown in the table below:
Release of restrictions on sales arrangement release of restrictions on sales time
Sales ratio
The first release period is from the first trading day 12 months after the date of grant of restricted shares to 40%
Ending on the last trading day within 24 months from the date of grant of shares
The second release period is from the first trading day 24 months after the date of grant of restricted shares to 30%
Ending on the last trading day within 36 months from the date of grant of institutional shares
The third release period is from the first trading day after 36 months from the date of grant of restricted shares to 30%
Ending on the last trading day within 48 months from the date of grant of institutional shares
8、 The company’s performance evaluation indicators of restricted shares granted under the plan are:
There are three annual performance appraisal plans in 2022-2024, as shown in the following annual performance appraisal table:
Performance evaluation objective of lifting the sales restriction arrangement
The first sales restriction lifting period is based on 2021, and the growth rate of operating revenue in 2022 is not less than 10% or the growth rate of net profit in 2022 is not less than 12%;
The second period of lifting the restrictions on sales is based on 2021. The growth rate of operating revenue in 2023 is not less than 21% or the growth rate of net profit in 2023 is not less than 25%;
The third period of lifting restrictions on sales is based on 2021. The growth rate of operating revenue in 2024 is not less than 33% or the growth rate of net profit in 2024 is not less than 40%.
Note: the above “operating income” is based on the parent company Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317) and its subsidiaries Guangdong Zhongsheng Pharmaceutical Trading Co., Ltd., Guangdong South China Pharmaceutical Group Co., Ltd., Guangdong Xianqiang Pharmaceutical Co., Ltd., Guangdong Yishu Pharmaceutical Co., Ltd., Yunnan Yikang Pharmaceutical Co., Ltd., Guangdong prospect ophthalmology Investment Management Co., Ltd Dongguan Zhongsheng Enterprise Management Co., Ltd. is the operating income within the scope of merger.
The above “net profit” is after deducting the share payment expenses arising from the incentive plan and the employee stock ownership plan in 2022, with the parent company Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317) and its subsidiaries Guangdong Zhongsheng Pharmaceutical Trading Co., Ltd., Guangdong South China Pharmaceutical Group Co., Ltd., Guangdong Xianqiang Pharmaceutical Co., Ltd., Guangdong Yishu pharmaceutical Co., Ltd., Yunnan Yikang Pharmaceutical Co., Ltd Guangdong prospect ophthalmology Investment Management Co., Ltd. and Dongguan Zhongsheng Enterprise Management Co., Ltd. are the net profits within the scope of merger.
In addition, the plan also sets assessment objectives at the individual level.
9、 The company promises not to provide loans or any other form of financial assistance for the incentive object to obtain relevant restricted shares in accordance with 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 benefits obtained from the equity 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、 The implementation of this incentive plan will not result in the equity distribution not meeting the requirements of listing conditions.
catalogue
Chapter I interpretation Chapter II General Provisions Chapter III Management Organization of this incentive plan Chapter IV determination basis and scope of incentive objects Chapter V types, sources, quantities and distribution of restricted stocks Chapter VI validity period, grant date, restriction period, lifting of restriction arrangement and lock up period of the incentive plan Chapter VII grant price of restricted shares and determination method of grant price Chapter VIII grant and release of restricted shares Chapter IX adjustment methods and procedures of restricted stock incentive plan Chapter 10 accounting treatment of restricted stocks 20 Chapter XI handling of changes in the company / incentive object Chapter XII principles for repurchase and cancellation of restricted shares 25 Chapter XIII Supplementary Provisions twenty-seven
Chapter I interpretation
Unless otherwise specified, the following words have the following meanings in this article:
Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317) . The company, the company and the listed company refer to Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317)
This incentive plan and this plan refer to the Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317) 2022 restricted stock incentive plan
According to the conditions and prices specified in the incentive plan, the restricted shares granted to the incentive object by the company refer to a certain number of company shares, which are set with a certain period of restricted sale period. The restricted sale and circulation can be lifted only after the conditions for lifting the restricted sale specified in the incentive plan are met
Incentive objects refer to the middle-level managers, core technology and business backbone of the company who obtain restricted shares in accordance with the provisions of this incentive plan
The grant date refers to the date on which the company grants restricted shares to the incentive object, and the grant date must be the trading day
The grant price refers to the price of each restricted stock granted by the company to the incentive object
Restricted sale period refers to the restricted shares granted by the incentive object under the incentive plan are prohibited from being transferred
The period during which a debt is transferred, guaranteed or repaid
The date of lifting the restriction on sales refers to the period during which the restricted shares held by the incentive object can be lifted and listed for circulation after the conditions for lifting the restriction on sales specified in the incentive 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
The articles of association refers to the Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317) articles of association
CSRC refers to the China Securities Regulatory Commission
Stock exchange refers to Shenzhen Stock Exchange
Yuan and 10000 yuan refer to RMB yuan and 10000 yuan
Note: in this draft, the difference in mantissa between the sum of partial total and each detailed number is caused by rounding.
Chapter II General Provisions
1、 Purpose of this incentive plan
In order to further establish and improve the company’s long-term incentive mechanism, fully mobilize the enthusiasm of the company’s middle-level managers, core technology and business backbone, attract high-end talents, ensure the improvement of the company’s core competitiveness, and ensure the realization of the company’s development strategic objectives and corporate vision, on the premise of fully protecting the interests of shareholders, the company, in accordance with the principle of reciprocity of income and contribution, The plan is formulated in accordance with the company law, securities law, administrative measures and other relevant laws, regulations, rules and normative documents as well as the articles of association.
2、 Basic principles followed in the formulation of this incentive plan
(I) principle of legal compliance
The company implements the restricted stock incentive plan, performs the procedures in strict accordance with the provisions of laws and administrative regulations, and makes true, accurate, complete and timely information disclosure. No one shall use the restricted stock incentive plan to engage in securities fraud such as insider trading and manipulation of the securities market.
(II) principle of voluntary participation
The implementation of the restricted stock incentive plan by the company follows the principle of independent decision of the company and voluntary participation of employees. The company does not force employees to participate in the restricted stock incentive plan by means of apportionment, forced distribution, etc.
(III) risk bearing principle
The participants of the restricted stock incentive plan shall bear their own risks in accordance with the provisions of the restricted stock incentive plan.
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 formulating and revising the incentive plan and submitting it to the board of directors for deliberation. After the board of directors deliberates and approves the incentive plan, it shall be submitted to the general meeting of shareholders for deliberation. The board of directors may, upon authorization by the general meeting of shareholders
