Stock Code: 000999 stock abbreviation: China Resources Sanjiu Medical & Pharmaceutical Co.Ltd(000999) No.: 2022-013
China Resources Sanjiu Medical & Pharmaceutical Co.Ltd(000999)
On Revising the 2021 restricted stock incentive plan (Draft)
And related documents
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
China Resources Sanjiu Medical & Pharmaceutical Co.Ltd(000999) (hereinafter referred to as ” China Resources Sanjiu Medical & Pharmaceutical Co.Ltd(000999) ” or “the company”, “the company”) held the 12th meeting of the board of directors in 2021 and the 9th meeting of the board of supervisors in 2021 on December 1, 2021, deliberated and adopted the China Resources Sanjiu Medical & Pharmaceutical Co.Ltd(000999) 2021 restricted stock incentive plan (Draft) and its summary and other relevant proposals. For details, please refer to the company’s website on December 2, 2021（ http://www.cn.info.com.cn. ）And the announcement published in China Securities Journal and securities times.
According to the regulatory requirements of SASAC and the actual situation of the company, the company held the third meeting of the board of directors in 2022 and the second meeting of the board of supervisors in 2022 on February 15, 2022, and deliberated and adopted the China Resources Sanjiu Medical & Pharmaceutical Co.Ltd(000999) 2021 restricted stock incentive plan (Revised Draft) and its summary and other relevant proposals. The main contents of this revision are as follows:
1、 Scope of incentive objects
Before revision: the incentive objects granted by this incentive plan are 284 people, including directors, senior managers, middle managers and key business and technical backbones of China Resources Sanjiu Medical & Pharmaceutical Co.Ltd(000999) (and its subsidiaries). All the incentive objects of the incentive plan work in the company or its holding subsidiaries and branches, and have labor relations with the company or its holding subsidiaries and branches.
After revision: 273 incentive objects are granted for the first time in this incentive plan, including China Resources Sanjiu Medical & Pharmaceutical Co.Ltd(000999) (and its subsidiaries) directors, senior managers, middle managers and key business and technical backbones. The employees of the company, its subsidiaries or its subsidiaries have worked in the incentive plan, and all the employees of the company or its subsidiaries have worked in the incentive plan.
2、 Number of shares subject to the incentive plan
Before revision: the incentive plan plans to grant 9789000 restricted shares to incentive objects, 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 8.869 million shares for the first time, accounting for 0.906% of the total share capital of the company at the time of announcement of the incentive plan and 90.60% of the total restricted shares to be granted this time; 920000 shares are reserved for grant, accounting for 0.094% of the total share capital of the company at the time of announcement of the incentive plan and 9.40% of the total restricted shares to be granted this time. The reserved rights and interests shall be used for the incentive demand in the next year and shall not be used for the incentive objects who have participated in the first grant. If the granting object of reserved rights and interests is not determined within 12 months after the incentive plan is considered and approved by the general meeting of shareholders, the reserved rights and interests shall become invalid. After revision: the incentive plan plans to grant 9.789 million 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 reserved rights and interests shall be used for the incentive demand in the next year and shall not be used for the incentive objects who have participated in the first grant. If the granting object of reserved rights and interests is not determined within 12 months after the incentive plan is considered and approved by the general meeting of shareholders, the reserved rights and interests shall become invalid. Note: among the 284 incentive objects to be granted for the first time in the incentive plan, three incentive objects no longer hold positions in the company due to job changes, four incentive objects no longer hold positions in the company due to retirement / death, and four incentive objects voluntarily give up the restricted shares to be granted to them by the company due to personal reasons, The above-mentioned 11 incentive objects no longer have the qualification of incentive objects. For the first time, the number of incentive objects to be granted in this incentive plan is adjusted from 284 to 273, and the total number of restricted shares originally planned to be granted to the above-mentioned 11 incentive objects is adjusted to reserved rights and interests.
3、 Distribution of restricted shares granted to incentive objects
Before revision: the distribution of restricted shares granted among incentive objects is shown in the following table:
Serial number name the proportion of restricted shares granted by the position in the total daily share capital of the number (10000 shares) announced in the incentive plan
1 president Qiu Huawei 19.1 0.020%
2 Bai Xiaosong, vice president 15.2 0.016%
3 vice president Mai Yi 15.2 0.016%
4 Zhou Hui, vice president 13.1 0.013%
5 Guo Ting, vice president 12.9 0.013%
6 vice president Wang Yanfei 12.8 0.013%
7 Liang Zheng, chief financial officer 12.7 0.013%
Middle level and core backbone (277 persons) 785.90 0.803%
Total grant of the first phase (284 persons) 886.90 0.906%
Reserved grant 92.00 0.094%
Total 978.90 1.000%
After revision: the distribution of restricted shares granted among incentive objects is shown in the table below:
Serial number name the proportion of restricted shares granted by the position in the total daily share capital of the number (10000 shares) announced in the incentive plan
1 Chairman Qiu Huawei 19.1 0.020%
2 vice president Mai Yi 15.2 0.016%
3 vice president Zhou Hui 13.1 0.013%
Wang Yanfei, vice president 12.0%
5 Guo Ting, vice president 12.9 0.013%
6 Liang Zheng CFO 12.7 0.013%
7 Wang Liang, vice president 9.9 0.010%
Middle level and core backbone (266 persons) 748.5 0.765%
Total grant of the first phase (273 persons) 844.2 0.862%
Reserve grant 134.7 0.138%
Total 978.9 1.000%
Note: Mr. Bai Xiaosong, the former vice president, resigned from the post of vice president of the company on December 31, 2021 due to job change, and no longer holds a post in the company and is no longer qualified as an incentive object; Mr. Wang Liang was originally a middle-level and core backbone incentive object. The board of directors of the company appointed him as vice president on December 30, 2021.
4、 The period during which restricted shares shall not be granted to incentive objects
Before revision: the company of the incentive plan shall not grant restricted shares to incentive objects during the following periods:
(I) within 30 days before the announcement of the company’s periodic report, if the announcement date of the periodic report is delayed due to special reasons, it shall be calculated from 30 days before the original scheduled announcement date to 1 day before the announcement;
(II) within 10 days before the announcement of the company’s performance forecast and performance express;
(III) from the date of occurrence of major events that may have a great impact on the trading price of the company’s shares and their derivatives or the date of entering the decision-making process to 2 trading days after disclosure according to law;
(IV) other periods prescribed by the CSRC and the stock exchange.
The period during which the above-mentioned company shall not grant restricted shares shall not be included in the 60 day period.
If the directors and senior managers of the company, as the incentive object, have reduced their holdings within 6 months before the granting of restricted shares, the granting of restricted shares shall be postponed for 6 months from the date of the last reduction in accordance with the provisions of short-term trading in the securities law.
After revision: the company of the incentive plan shall not grant restricted shares to incentive objects during the following periods:
(I) within 30 days before the announcement of the annual report and semi annual report of the listed company;
(II) within ten days before the announcement of the quarterly report, performance forecast and performance express of the listed company;
(III) from the date of major events that may have a great impact on the trading price of the company’s securities and their derivatives or in the process of decision-making to the date of disclosure according to law;
(IV) other periods prescribed by the CSRC and the stock exchange.
The period during which the above-mentioned company shall not grant restricted shares shall not be included in the 60 day period.
If the directors and senior managers of the company, as the incentive object, have reduced their holdings within 6 months before the granting of restricted shares, the granting of restricted shares shall be postponed for 6 months from the date of the last reduction in accordance with the provisions of short-term trading in the securities law.
5、 Accounting treatment method
Before revision: confirm “bank deposit”, “treasury stock” and “capital reserve” according to the company’s directional granting of restricted shares to incentive objects.
After revision: “bank deposit” and “capital reserve” shall be confirmed according to the situation that the company grants restricted shares to incentive objects.
6、 Expected impact of restricted stocks on operating performance of each period
Before revision: the company granted no more than 8.869 million restricted shares to incentive objects for the first time, and the maximum total cost of granting restricted shares was 87.974 million yuan. The cost will be amortized within the validity of the plan and disbursed in the management expenses. The annual amortization amount is as follows:
Total expenses to be amortized 2021 2022 2023 2024 2025 (10000 yuan) (10000 yuan) (10000 yuan) (10000 yuan) (10000 yuan) (10000 yuan) (10000 yuan)
8,797.4 252.4 3,176.8 3,060.3 1,632.9 674.9
Note: 1. The above cost forecast and amortization are based on the principle of accounting prudence and do not take into account the situation that the restricted shares granted will not be lifted in the future.
2. The above is the preliminary calculation of the impact of restricted shares on accounting costs assuming that the grant date is December 1, 2021. The accounting cost is not only related to the grant date, grant price and grant quantity, but also related to the actual effective amount of equity. The final result will be subject to the audit report issued by the accounting firm.
3. The final result of the above impact on the company’s operating results will be subject to the annual audit report issued by the accounting firm.
After revision: the company grants no more than 8.442 million restricted shares to the incentive object for the first time, and the maximum total cost of granting restricted shares is 187.491 million yuan. The cost will be amortized within the validity of the plan and disbursed in the management expenses. The annual amortization amount is as follows:
Total expenses to be amortized 2022 2023 2024 2025 2026 (10000 yuan) (10000 yuan) (10000 yuan) (10000 yuan) (10000 yuan) (10000 yuan) (10000 yuan)
18,749.1 5,917.2 6,7
