Stock abbreviation: China Resources Sanjiu Medical & Pharmaceutical Co.Ltd(000999) Stock Code: 000999 China Resources Sanjiu Medical & Pharmaceutical Co.Ltd(000999)
Restricted stock incentive plan for 2021
(Revised Draft)
February, 2002
statement
The company and all directors and supervisors guarantee that there are no false records, misleading statements or major omissions in the China Resources Sanjiu Medical & Pharmaceutical Co.Ltd(000999) 2021 restricted stock incentive plan (Draft) (hereinafter referred to as “the incentive plan”) and its abstract, and bear individual and joint legal liabilities for its authenticity, accuracy and completeness. hot tip
1、 The incentive plan is 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 (CSRC Order No. 126), the Trial Measures for the implementation of equity incentive by state-controlled listed companies (domestic) (gzffp [2006] No. 175) Notice on issues related to regulating the implementation of equity incentive system by state-owned holding listed companies (Guo Zi FA FA FA FA FA FA Fa [2008] No. 171), notice on matters related to further improving the equity incentive work of listed companies controlled by central enterprises (Guo Zi FA Kao Fen GUI [2019] No. 102) Relevant laws, regulations and normative documents such as the notice on printing and distributing the guidelines for the implementation of equity incentive by listed companies controlled by central enterprises (gzkp [2020] No. 178), as well as the articles of association of China Resources Sanjiu Medical & Pharmaceutical Co.Ltd(000999) (hereinafter referred to as ” China Resources Sanjiu Medical & Pharmaceutical Co.Ltd(000999) ” or “the company” and “the company”).
2、 The incentive method adopted in this incentive plan is restricted stock. Its stock source is the company’s A-share common stock issued to the incentive object.
The incentive plan plans to grant 9789000 restricted shares to the incentive object, accounting for 1.0% of the total share capital of the company at the time of announcement of the incentive plan. It is planned to grant 8.442 million shares for the first time, accounting for 0.862% of the total share capital of the company at the time of announcement of the incentive plan and 86.24% of the total restricted shares to be granted this time; 1347000 shares are reserved for grant, accounting for 0.138% of the total share capital of the company at the time of announcement of the incentive plan and 13.76% of the total restricted shares to be granted this time. 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 before the incentive plan is submitted to the general meeting of shareholders for deliberation.
3、 The grant price of restricted shares granted to the incentive object for the first time in the incentive plan is 14.84 yuan / share, which is not lower than the par value of the shares and not lower than the higher of the following prices:
(I) 60% of the average trading price of the company’s shares on the trading day before the publication of the draft equity incentive plan is 14.84 yuan / share;
(II) 60% of the average trading price of the company’s shares 20 trading days, 60 trading days or 120 trading days before the publication of the draft equity incentive plan is 14.56 yuan / share.
4、 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 the 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 and number of restricted shares will be adjusted accordingly.
5、 The incentive plan is granted to 273 incentive objects for the first time, including directors, senior managers, middle managers, core technicians and core business personnel who worked in the company (including subordinate enterprises) when the company announced the draft incentive plan And other employees (excluding independent directors, supervisors, shareholders or actual controllers who individually or jointly hold more than 5% of the company’s shares and their spouses, parents and children) that the board of directors determines need to be encouraged.
6、 The validity period of the incentive plan is from the date of completion of the registration of the grant of restricted shares to the date of completion of the cancellation of all restricted shares, with a maximum of 72 months.
7、 The incentive object shall be restricted to sale within 24 months, 36 months and 48 months from the date of completion of registration of the granted restricted shares. During the restricted sale period, the restricted shares granted to the incentive object under the incentive plan shall be locked and shall not be transferred in any form, used for guarantee or debt repayment.
The arrangement for lifting the restrictions on the sale of restricted shares granted by the incentive plan is shown in the table below:
Number of sales restriction periods that can be lifted proportion of the time of lifting the sales restriction period in the number of restricted stocks
The first lifting of the restriction shall be the first day after 24 months from the date of completion of registration of the grant of restricted shares
36 months from the trading date of the sale period to the date of completion of registration of the grant of restricted shares 1 / 3
Ending on the last trading day of the
The second term is the first month after 36 months from the date of completion of registration of the grant of restricted shares
48 months from the trading date of the sale period to the date of completion of registration of the grant of restricted shares 1 / 3
Ending on the last trading day of the
The third term is the first month after 48 months from the date of completion of registration of the grant of restricted shares
60 months from the trading date of the sale period to the date of completion of registration of the grant of restricted shares 1 / 3
Ending on the last trading day of the
8、 Conditions for lifting the restrictions on the sale of restricted shares
The performance assessment objectives of each year when the restrictions on the sale of restricted shares are lifted are shown in the table below:
Performance assessment objectives during the lifting of sales restrictions
For the first lifting of the limit, the return on non net assets deducted by the parent company in 2022 shall not be less than 10.15%, and shall not be lower than the 75th percentile level of the benchmarking enterprise;
The sales period is based on 2020, and the compound annual growth rate of non net profit attributable to parent deduction in 2022 shall not be less than 10.0%, and shall not be lower than the average level of the same industry or the 75th percentile level of benchmarking enterprises;
The total asset turnover rate in 2022 shall not be less than 0.69.
The second lifting limit: in 2023, the return rate of non net assets deducted by the parent company shall not be less than 10.16%, and shall not be lower than the 75th percentile level of the benchmarking enterprise;
If the average growth rate of non target enterprises in 2020 is lower than the benchmark level of 2020, the net profit of non target enterprises will not be deducted by 10.3% in the same period;
The total asset turnover rate in 2023 shall not be less than 0.70.
The third lifting limit: in 2024, the return rate of non net assets deducted by the parent company shall not be less than 10.17%, and shall not be lower than the 75th percentile level of the benchmarking enterprise;
The sales period is based on 2020, and the compound annual growth rate of non net profit attributable to parent deduction in 2024 is not less than 10.0%, and not lower than the average level of the same industry or the 75th percentile level of benchmarking enterprises;
The total asset turnover rate in 2024 shall not be less than 0.72.
Note:
1. Return on non net assets attributable to the parent company = net profit attributable to shareholders of the parent company × 2 ÷ (net assets attributable to shareholders of the parent company at the beginning of the period + net assets attributable to shareholders of the parent company at the end of the period) × 100%, of which the non net profit attributable to the shareholders of the parent company and the net assets attributable to the shareholders of the parent company are derived from wind statistics.
2. Compound annual growth rate of non net profit attributable to the parent company based on 2020 = (non net profit attributable to the shareholders of the parent company in this year ÷ non net profit attributable to the shareholders of the parent company in 2020) ^ (1 / year) × 100% – 1, of which the data source of non net profit deduction attributable to the shareholders of the parent company is wind statistics. Average annual compound growth rate of non net profit attributable to the parent company based on 2020 = (non net profit attributable to the shareholders of the parent company of all enterprises in the same industry in this year ÷ non net profit attributable to the shareholders of the parent company of all enterprises in the same industry in 2020) ^ (1 / year) × 100%-1。
3. Total asset turnover = operating income × 2 ÷ (total assets of the company at the beginning of the period + total assets of the company at the end of the period), in which the relevant data comes from the corresponding subjects in the China Resources Sanjiu Medical & Pharmaceutical Co.Ltd(000999) annual report.
4. During the release period of the incentive plan, if the company has additional issues, allotments and other matters, resulting in changes in the indicators of return on non net assets and growth rate of non net profit attributable to parent deduction, the impact of changes in indicators caused by such matters shall be eliminated during the assessment; In order to maintain the consistency of benchmarking caliber, the impact of changes in fair value profit and loss is excluded when calculating the return on non net assets and growth rate of non net profit attributable to parent deduction of benchmarking samples.
5. During the validity period of this incentive plan, in view of the behaviors that may affect the company’s performance in the future (such as major project investment, major asset reorganization decided by relevant superior departments or corresponding strategic measures implemented by the enterprise in response to the call of national policies), resulting in the incompatibility of relevant performance indicators, The board of directors of the company is authorized to restore or adjust the corresponding performance indicators and report to the SASAC of the State Council for the record.
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 is 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 company promises that shareholders or actual controllers holding more than 5% of the company’s shares and their spouses, parents and children do not participate in the incentive plan.
11、 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.
12、 The incentive plan can be implemented only after being approved by the SASAC of the State Council and reviewed and approved by the general meeting of shareholders of the company.
13、 Within 60 days from the date when the incentive plan is reviewed and approved by the general meeting of shareholders of the company, the company shall convene a meeting of the board of directors in accordance with relevant regulations to grant incentive objects, and complete registration, announcement and other relevant procedures. If the company fails to complete the above work within 60 days, the implementation of the incentive plan shall be terminated, and the non granted restricted shares shall become invalid. 14、 The implementation of this incentive plan will not result in the equity distribution not meeting the listing conditions.
catalogue
Chapter I interpretation Chapter II purpose and principles of this incentive plan Chapter III Management Organization of this incentive plan Chapter IV determination basis and scope of incentive objects Chapter V source, quantity and distribution of restricted shares Chapter VI timing of this 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 implementation procedures of this incentive plan Chapter X adjustment methods and procedures of equity incentive plan Chapter XI accounting treatment of restricted stocks Chapter XII change and termination of the incentive plan Chapter 13 handling of changes in the company and incentive objects Chapter 14 principle of repurchase and cancellation of restricted shares 29 Chapter XV respective rights and obligations of the company and incentive objects 31 Chapter 16 Supplementary Provisions thirty-two
Chapter I interpretation
Unless otherwise specified, the following words have the following meanings in this article:
China Resources Sanjiu Medical & Pharmaceutical Co.Ltd(000999) , the company and the company refer to China Resources Sanjiu Medical & Pharmaceutical Co.Ltd(000999)
This incentive plan, incentive plan and stock index China Resources Sanjiu Medical & Pharmaceutical Co.Ltd(000999) 2021 restricted stock incentive plan (Draft)
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
Directors, senior managers, middle managers, core technicians and core business personnel who have obtained restricted shares in accordance with the provisions of the incentive plan, and other employees who need to be encouraged as determined by the board of directors
Grant date
