Securities code: 002317 administrative measures
Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317)
Management measures for the implementation and assessment of restricted stock incentive plan in 2022
In order to ensure the smooth implementation of Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317) (hereinafter referred to as the “company”) restricted stock incentive plan in 2022 (hereinafter referred to as the “incentive plan”), further improve the corporate governance structure, form a good and balanced value distribution system, encourage the middle-level managers, core technology and business backbone of the company to work honestly and diligently, and ensure the steady improvement of the company’s performance, To ensure the realization of the company’s development strategy and business objectives, these measures are formulated in accordance with the company law, the securities law, the measures for the administration of equity incentive of listed companies and other relevant laws and regulations, normative documents and the articles of association, and in combination with the actual situation of the company. 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 company’s equity incentive plan in 2022, and give full play to the role of the incentive plan 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 the measures and the performance of the assessment objects, so as to realize the close combination of the incentive plan with the work performance and contribution of the incentive objects, so as to improve the overall performance of the company 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 restricted stock incentive plan, including the company’s middle-level managers, core technology and business backbone.
4、 Assessment organization
The remuneration and assessment committee of the board of directors of the company is responsible for leading and organizing the assessment.
Securities code: 002317 administrative measures
5、 Assessment indicators and standards
1. Company level performance assessment requirements
The assessment year of the incentive plan is three fiscal years from 2022 to 2024, one in each fiscal year. The annual performance assessment objectives of restricted stocks are shown in the table below:
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.
If the company fails to meet the above performance assessment objectives, the restricted shares that can be lifted in the corresponding assessment year of all incentive objects shall not be lifted, and the company shall repurchase and cancel them at the grant price.
2. Performance appraisal requirements at individual level
The individual performance evaluation results of incentive objects shall be organized and implemented in accordance with the relevant provisions of the company’s current salary and evaluation system. The proportion (n) of individual level sales restriction lifting corresponding to each assessment grade is as follows:
Evaluation criteria (grade): s, a, B + B, C, D
Proportion of lifting restrictions at the individual level (n) 100% 90% 0%
The sales restriction can only be lifted if the incentive object meets the above performance appraisal objectives at the company level and the individual post performance appraisal standards in the previous year. The specific proportion of lifting the sales restriction shall be determined according to the individual performance appraisal results of the incentive object.
The actual amount of sales restriction lifted by the incentive object in the current year = the amount of sales restriction lifted by the individual in the current year × Proportion of sales restrictions lifted at the individual level (n).
The incentive object shall lift the sales restriction according to the actual lifting limit of the individual in each assessment year. The restricted shares that cannot be lifted due to the assessment results shall be repurchased and cancelled by the company according to the grant price.
Securities code: 002317 administrative measures
6、 Assessment period and times
1. Assessment period
The fiscal year before the incentive object applies for lifting the restrictions on the sale of restricted shares.
2. Assessment times
During the period of the restricted stock incentive plan, the assessment times of lifting the restriction on sales shall be once a year.
7、 Assessment procedure
Under the guidance of the remuneration and appraisal committee of the board of directors, the human resources center of the company is responsible for the specific appraisal work, saves the appraisal results, forms a performance appraisal report on this basis and submits it to the remuneration and appraisal committee of the board of directors.
8、 Management of assessment results
1. Feedback and appeal of assessment results
The appraisee has the right to know his own appraisal results, and the employee’s direct supervisor shall notify the appraisee of the appraisal results within 5 working days after the appraisal.
If the appraisee has any objection to his / her appraisal results, he / she can communicate with the company’s Human Resources Center for settlement within five working days after receiving the notice. If it cannot be properly solved, the assessed object can appeal to the remuneration and assessment committee of the board of directors. The remuneration and assessment committee of the board of directors shall review and determine the final assessment result or grade within 10 working days.
2. Filing of assessment results
After the assessment, the assessment results shall be archived and saved as confidential data.
9、 Supplementary Provisions
1. The board of directors is responsible for formulating, interpreting and revising these measures.
2. 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.
Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317) board of directors February 11, 2002
