Securities code: 600196 stock abbreviation: Shanghai Fosun Pharmaceutical (Group) Co.Ltd(600196) No.: lin2022-023 bond Code: 143020 bond abbreviation: 17 Fuyao 01
Bond Code: 143422 bond abbreviation: 18 Fuyao 01
Bond Code: 155067 bond abbreviation: 18 Fuyao 02
Bond Code: 155068 bond abbreviation: 18 Fuyao 03
Bond Code: 175708 bond abbreviation: 21 Fuyao 01
Shanghai Shanghai Fosun Pharmaceutical (Group) Co.Ltd(600196) (Group) Co., Ltd
Announcement on the equity incentive plan and related party transactions to be implemented by the holding subsidiary
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
● transaction object and amount:
Fosun health, the holding subsidiary of the company, plans to implement the equity incentive plan for directors and core managers. The incentive rights and interests involved in this plan shall not exceed 8% of the total registered capital of Fosun health as of February 11, 2022. Among them, the incentive rights and interests involved in the first grant (including induction grant and first annual performance grant, the same below) shall not exceed 5.008% of the total registered capital of Fosun health as of February 11, 2022 (i.e. RMB 3804.35 million, the same below); The rest will be used for subsequent incentives in accordance with the provisions of the plan.
The incentive objects granted by the plan for the first time include 8 current directors / senior managers of the company. Based on the granted incentive rights and interests, these people can indirectly hold the registered capital of Fosun health with a total of 70.8 million yuan by contributing to subscribe for the partnership shares of the designated shareholding platform, accounting for about 1.861% of the total registered capital of Fosun health as of February 11, 2022, The total amount of capital contribution is 70.8 million yuan.
● as the incentive objects of the plan include Mr. Wu Yifang, Ms. Guan Xiaohui, Mr. Chen Qiyu, Mr. Yao Fang, Mr. Chen Yuqing, Mr. Li Shengli, Ms. Feng Rongli and Mr. Hu hang, the directors / senior managers of the company constitute the related parties of the company and their participation in the plan constitutes the related party transactions of the company according to the Listing Rules of Shanghai Stock Exchange.
It is intended to establish an incentive mechanism for Fosun’s core shareholders to share the healthy interests of Fosun’s business, so as to promote the healthy development of Fosun’s subsidiaries and retain the core interests of Fosun’s employees.
The corresponding incentive rights and interests under the plan shall not exceed 8% of the total registered capital of Fosun health as of February 11, 2022; Among them, the incentive rights and interests involved in the first grant shall not exceed 5.008% of the total registered capital of Fosun health as of February 11, 2022, and the rest will be used for subsequent incentives in accordance with the provisions of the plan.
The incentive objects granted by the plan for the first time include 8 current directors / senior managers of the company. Based on the granted incentive rights and interests, these people can indirectly hold the registered capital of Fosun health with a total of 70.8 million yuan by contributing to subscribe for the partnership shares of the designated shareholding platform, accounting for about 1.861% of the total registered capital of Fosun health as of February 11, 2022, The total amount of capital contribution is 70.8 million yuan.
As the incentive objects of the plan include Mr. Wu Yifang, Ms. Guan Xiaohui, Mr. Chen Qiyu, Mr. Yao Fang, Mr. Chen Yuqing, Mr. Li Shengli, Ms. Feng Rongli and Mr. Hu hang, the directors / senior managers of the company, who constitute the related parties of the company according to the Listing Rules of Shanghai stock exchange Its participation in the plan constitutes a connected transaction of the company (hereinafter referred to as “this connected transaction”).
This connected transaction was submitted to the 65th meeting (interim meeting) of the Shanghai Fosun Pharmaceutical (Group) Co.Ltd(600196) eighth board of directors for deliberation after being approved in advance by the independent non-executive director. When the board of Directors voted on Fosun health equity incentive plan (including this connected transaction), the connected / connected directors Mr. Wu Yifang, Ms. Guan Xiaohui, Mr. Chen Qiyu and Mr. Yao Fang avoided voting, and the remaining seven Directors (including four independent non-executive directors) of the board of directors participated in the voting and passed it unanimously. Ms. Li Ling, Mr. Tang Guliang, Mr. Wang Quandi and Mr. Yu Zishan, independent non-executive directors of the company, expressed independent opinions on the plan (including this connected transaction).
This plan (including this connected transaction) does not need to be submitted to the general meeting of shareholders of the company for approval.
As of this related party transaction, in the past 12 months, except for the related party transactions that have been approved by the general meeting of shareholders and can be exempted from the approval of the general meeting of shareholders individually or cumulatively according to relevant rules, the related party transactions between the group and the above related parties have not reached 5% of the absolute value of the net assets of the shareholders of the listed company audited by the group in the latest period The related party transactions related to the transaction types between the group and different related parties have not reached 5% of the absolute value of the net assets of the group attributable to the shareholders of the listed company in the latest audit.
2、 Main contents of the plan
1. Purpose
The plan aims to effectively attract and retain core talents who have an important impact and contribution to Fosun’s healthy business growth, establish a “sharing and sharing” mechanism intended to align the interests of its shareholders and operators, stimulate employees’ entrepreneurial passion and help Fosun’s healthy and long-term development.
2. Incentive object
The incentive objects of this plan are the directors and core managers of Fosun health and its holding and participating companies / units. 3. Manage
(1) The shareholders’ meeting of Fosun health is responsible for reviewing and approving the adoption of the plan, and has the right to review and approve the implementation, change and termination of the plan on its own (or authorize the board of directors of Fosun Health). Unless otherwise specified in the plan, the implementation of the plan, the grant of incentive rights and other related matters related to the plan shall be handled by the board of directors authorized by the shareholders’ meeting of Fosun health.
(2) The board of directors of Fosun health is the management organization of the plan and is responsible for the formulation, approval and implementation of the plan within the scope authorized by the shareholders’ meeting of Fosun health.
(3) The management committee under the board of directors of Fosun health is responsible for the specific implementation and daily management of the grant scheme under the plan.
4. Duration
10 years from the date when the plan is approved by the shareholders’ meeting of Fosun health.
5. Source of incentive equity corresponding to Fosun health equity
The source of Fosun health equity corresponding to the incentive equity of the plan is the Fosun health equity held by Ningbo Liding, the holding enterprise of the company.
6. Incentive tools and models
(1) The implementation tools of the plan include follow-up investment and restricted equity units
Follow up investment refers to the right granted to the incentive object to indirectly hold the equity of Fosun health by purchasing the capital contribution share of the designated shareholding platform at the price determined or calculated in advance according to the pricing basis of the plan and after it is vested after meeting the conditions specified in the cost plan.
Restricted equity unit refers to the right of the incentive object to indirectly hold the equity of Fosun health by purchasing the capital contribution share of the designated shareholding platform at the price pre-determined or calculated according to the pricing basis of the plan within a certain period in the future after being granted and meeting the conditions specified in the cost plan.
(2) The award mode of the plan includes induction award and annual performance award
Induction Grant: after induction and passing the probation period, or when the board of directors of Fosun health considers that the grant conditions are met, the incentive object will be granted follow-up investment and restricted equity units at one time.
Annual performance award: on the premise that Fosun health’s annual performance objectives and the individual performance evaluation objectives of the incentive object are achieved, the incentive object is granted a restricted equity unit.
7. Distribution and implementation of incentive rights and interests
The incentive equity involved under the plan shall not exceed 8% of the total registered capital of Fosun health as of February 11, 2022. Among them, it is granted for the first time to Shanghai Fosun Pingyao Investment Management Co., Ltd. (a holding subsidiary of the company) and Ms. Wang Lina, the existing partners of Ningbo Liding, who are proposed to transfer their partnership shares not exceeding the total amount of RMB 190.516 million of Ningbo Liding to the designated holding platform (equivalent to the registered capital of Fosun health of RMB 190.516 million, accounting for about 5.008% of the total registered capital of Fosun Health); The remaining incentive rights and interests (equivalent to the registered capital of Fosun health of RMB 113.834 million, accounting for about 2.992% of the total registered capital of Fosun Health) will be used for subsequent incentives in accordance with the provisions of the plan.
8. Incentive object granted for the first time
According to the plan, it is proposed to make the first award to 52 incentive objects:
Unit: 10000 incentive interests
Total of initial annual performance awards
Serial number name follow-up investment restricted equity restricted equity incentive rights and interests account for about Fosun health
Proportion of total registered capital of the unit as of February 11, 2022
1 Wu Yifang 1, 2 140 280 140 560 0.147%
2 Guan Xiaohui 1, 2 90 180 90 360 0.095%
3 Chen Qiyu 1, 2 380 760 380 1520 0 0.400%
4 Yao Fang 1, 2 200 400 800 0.210%
5 Chen Yuqing 1, 2 300 600 1200 0.315%
6 Li Shengli 1, 2 300 600 300 1200 0.315%
7 Feng Rongli 1,2 80 160 80 320 0.084%
8 Hu Hang 1 280 560 280 1120 0 0.294%
9 Chen Weijun 2 120 240 120 480 0.126%
Total of initial annual performance awards
Serial number name follow-up investment restricted equity restricted equity incentive rights and interests account for about Fosun health
Proportion of total registered capital of the unit as of February 11, 2022
10 Li Tao 2 50 100 200 0.053%
11 Yang ChuanHua 2 56 224 56 336 0.088%
Other incentives
12 2363.70 6549.40 2042.50 10955.60 2.880% object
Total 4359.70 10653.40 4038.50 19051.60 5.008%
Note 1: according to the Listing Rules of Shanghai Stock Exchange, it is a related party of the company.
Note 2: according to the Listing Rules of the stock exchange, it is a connected person of the company.
9. Price and pricing basis
(1) First grant
The grant price of follow-up investment in the first grant
