Securities code: 000919 securities abbreviation: Jinling Pharmaceutical Company Limited(000919) Announcement No.: 2022-020 Jinling Pharmaceutical Company Limited(000919)
With regard to the announcement on the completion of the registration of the first grant of the restricted stock incentive plan in 2021, the company and all members of the board of directors guarantee that the contents of the information disclosure are true, accurate and complete, and there are no false records, misleading statements or major omissions.
Important content tips:
Listing date of restricted shares granted this time: February 16, 2022
Number of restricted shares registered this time: 6.4 million shares
Grant price of restricted shares: 3.69 yuan / share (RMB, the same below)
Number of registrants of this restricted stock Grant: 72
Source of this restricted stock: the company's A-share common stock issued by the company to the incentive object
In accordance with the measures for the administration of equity incentive of listed companies issued by the China Securities Regulatory Commission and the relevant provisions of Shenzhen Stock Exchange and Shenzhen Branch of China Securities Depository and Clearing Corporation, it has been reviewed and confirmed by Shenzhen Stock Exchange and Shenzhen Branch of China Securities Depository and Clearing Corporation, Jinling Pharmaceutical Company Limited(000919) (hereinafter referred to as the "company") has completed the grant registration of the restricted stock incentive plan in 2021 (hereinafter referred to as the "incentive plan"), and the relevant matters are described as follows:
1、 Decision making procedures and information disclosure performed in this restricted stock grant
1. On December 29, 2021, the company held the 15th meeting of the 8th board of directors, deliberated and adopted the Jinling Pharmaceutical Company Limited(000919) 2021 restricted stock incentive plan (Draft) and its abstract, the Jinling Pharmaceutical Company Limited(000919) 2021 restricted stock incentive plan assessment management measures Related proposals (Announcement No.: 2021-065) such as the proposal on requesting the general meeting of shareholders of the company to authorize the board of directors to handle matters related to the restricted stock incentive plan in 2021, the related directors avoided voting on the relevant proposals, and the independent directors expressed independent opinions on matters related to the incentive plan of the company.
2. On December 29, 2021, the company held the 10th meeting of the 8th board of supervisors, deliberated and adopted the Jinling Pharmaceutical Company Limited(000919) 2021 restricted stock incentive plan (Draft) and its abstract, the Jinling Pharmaceutical Company Limited(000919) 2021 restricted stock incentive plan assessment management measures In the proposal on reviewing the list of incentive objects of the company's restricted stock incentive plan in 2021 (Announcement No.: 2021-066), the board of supervisors of the company verified the relevant matters of the incentive plan and issued relevant verification opinions.
3. On January 12, 2022, the company disclosed the announcement of Jinling Pharmaceutical Company Limited(000919) independent directors' public solicitation of entrusted voting rights (Announcement No.: 2022-006). Mr. Shen Yongjian, an independent director, was entrusted by other independent directors of the company as the soliciter, Solicit the entrusted voting rights from all shareholders of the company for the relevant proposals considered at the first extraordinary general meeting of shareholders in 2022 to be held on January 27, 2022.
4. On January 19, 2022, the company disclosed the verification opinions and publicity statement of the board of supervisors on the list of incentive objects of the company's 2021 restricted stock incentive plan (Draft) (Announcement No.: 2022-009), from December 31, 2021 to January 9, 2022, The company publicized the publicity of the list of incentive objects of the restricted stock incentive plan in 2021 by posting the bulletin board, and publicized the names and positions of some incentive objects granted by the incentive plan for the first time. During the publicity period, the board of supervisors of the company did not receive any objection from any organization or individual to the first granting of some incentive objects in the company's incentive plan.
5. On January 26, 2022, the company disclosed the Jinling Pharmaceutical Company Limited(000919) suggestive announcement on the approval of the 2021 restricted stock incentive plan by the state owned assets supervision and Administration Commission of Nanjing Municipal People's Government (Announcement No.: 2022-012), The company has received the reply on Jinling Pharmaceutical Company Limited(000919) implementation of restricted stock incentive plan (Ningguo Ziwei Kao [2022] No. 15) from the state owned assets supervision and Administration Commission of Nanjing Municipal People's Government (hereinafter referred to as "Nanjing SASAC"), and Nanjing SASAC agrees to this incentive plan in principle. 6. On January 27, 2022, the company held the first extraordinary general meeting of shareholders in 2022, deliberated and adopted the Jinling Pharmaceutical Company Limited(000919) 2021 restricted stock incentive plan (Draft) and its abstract, the Jinling Pharmaceutical Company Limited(000919) 2021 restricted stock incentive plan assessment management measures Proposal on requesting the general meeting of shareholders of the company to authorize the board of directors to handle matters related to the company's restricted stock incentive plan in 2021 (Announcement No.: 2022-013). 7. On January 28, 2022, the company disclosed the self inspection report of Jinling Pharmaceutical Company Limited(000919) on the trading of shares of the company by insiders of the company's restricted stock incentive plan in 2021 and incentive objects (Announcement No.: 2022-014). After verification, within 6 months before the first public disclosure of the incentive plan, There is no evidence that the verified object has used the insider information of this incentive plan to buy and sell stocks.
8. On January 27, 2022, the company held the 17th meeting of the 8th board of directors and the 12th meeting of the 8th board of supervisors, deliberated and adopted the company's proposal on granting restricted shares to incentive objects for the first time (announcement numbers: 2022-016 and 2022-017 respectively). The independent directors of the company expressed independent opinions on the above matters, and the board of supervisors verified the above matters and issued verification opinions.
2、 Completion of registration of the first grant of this incentive plan
(I) first grant registration
1. First grant date: January 27, 2022
2. Number of First grants: 6.4 million shares
3. Number of persons granted for the first time: 72
4. Initial grant price: RMB 3.69/share
5. Stock source: A-share common stock issued by the company to the incentive object
6. See the following table for the details of the incentive objects and the number of shares granted for the first time:
Proportion of granted restrictions to the total number of shares (10000 shares) on the date of announcement of the plan (%)
Chairman Liang Yutang 21 2.92% 0.04%
Chen Yajun, vice chairman and President 21 2.92% 0.04%
Where Jintian director 21 2.92% 0.04%
Chen Sheng, director and vice president 17 2.36% 0.03%
Wang Jian, vice president 17 2.36% 0.03%
Wang Yang, vice president and chief accountant 17 2.36% 0.03%
Jia Mingyi, chief engineer 16 2.22% 0.03%
Zhang Ning assistant president 16 2.22% 0.03%
Li Quan assistant to President 16 2.22% 0.03%
Li Jian assistant to President 16 2.22% 0.03%
Zhu Xinning, assistant president 16 2.22% 0.03%
Middle managers and key personnel
446 61.95% 0.91%
(61 persons)
Total number of First grants (72 persons) 640 88.89% 1.27%
Reserve 80 11.11% 0.16%
Total 720 100.00% 1.43%
Note: 1 If there is any difference in the mantissa between the sum of the above total and each detailed number, it is caused by rounding;
2. The incentive objects of this incentive plan do not participate in the equity incentive plans of two or more listed companies, and the incentive objects do not include 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;
3. The shares of the company granted by any of the above incentive objects through all effective equity incentive plans do not exceed 1% of the total share capital of the company before the incentive plan is submitted to the general meeting of shareholders for deliberation.
The total number of subject shares involved in all effective incentive plans of the company shall not exceed 10% of the total share capital of the company;
4. The equity grant value of senior managers shall be determined at no more than 40% of the total salary level (including the equity grant value) at the time of grant.
(II) sales restriction period and lifting arrangement of this incentive plan
The restricted shares granted for the first time in this incentive plan shall be restricted for 24 months, 36 months and 48 months from the date of completion of the registration of the first grant. The restricted shares granted to the incentive object under this incentive plan shall not be transferred, used for guarantee or debt repayment before the restriction is lifted. The shares obtained from the conversion of capital reserve into share capital, distribution of stock dividends, stock subdivision and other shares that have not yet been lifted shall be locked according to the incentive plan. After the restriction is lifted, the company will handle the lifting of the restriction for the incentive objects who meet the conditions for lifting the restriction, and the restricted shares held by the incentive objects who do not meet the conditions for lifting the restriction will be repurchased by the company.
The release period of restricted shares granted for the first time in this incentive plan and the release schedule of each period are shown in the table below:
The proportion of the number of sales restrictions that can be lifted in the number of granted rights and interests
Registration shall be completed from the restricted shares granted accordingly
From the first trading day 24 months after the date of the first lifting of the restriction period to 40%
From the date of completion of registration of the restricted shares granted
Ending on the last trading day within 36 months
Registration shall be completed from the restricted shares granted accordingly
From the first trading day after 36 months from the date of the second lifting of the sales restriction period to 30%
From the date of completion of registration of the restricted shares granted
Ending on the last trading day within 48 months
Registration shall be completed from the restricted shares granted accordingly
From the first trading day after 48 months from the date of lifting the third sales restriction period to 30%
From the date of completion of registration of the restricted shares granted
Ending on the last trading day within 60 months
3、 Differences between the equity incentive plan implemented this time and the equity incentive plan approved by the general meeting of shareholders
The content of this incentive plan is consistent with the incentive plan approved by the first extraordinary general meeting of shareholders in 2022.
4、 If the incentive object is a director or senior manager, a statement on the sale of shares of the company 6 months before the date of granting restricted shares
According to the company's self-examination, the directors and senior managers who participated in the grant of restricted shares under the incentive plan did not buy or sell the company's shares six months before the grant date.
5、 Capital verification of share subscription funds granted this time
Tianheng Certified Public Accountants (special general partnership) issued the Jinling Pharmaceutical Company Limited(000919) capital verification report (Tianheng Yan Zi [2022] No. 00020) on February 7, 2022, and verified the paid in situation of the company's newly increased registered capital as of January 29, 2022. After verification, as of January 29, 2022, the company has actually received the newly increased registered capital and share capital of RMB 23616000.00 paid by 72 people in monetary capital, including the newly increased registered capital and share capital of RMB 6400000.00. The registered capital of the company before the capital increase is RMB 504000000.00, and the registered capital after the change is RMB 510400000.00.
6、 Listing date of the shares granted this time
The grant date of restricted shares in this incentive plan is January 2022
