Hunan Fangsheng Pharmaceutical Co.Ltd(603998)
Management measures for the implementation and assessment of restricted stock incentive plan in 2022
In order to promote Hunan Fangsheng Pharmaceutical Co.Ltd(603998) (hereinafter referred to as “the company”) to establish and improve the medium and long-term incentive mechanism combining incentive and restraint, improve the corporate governance structure, fully mobilize the enthusiasm and creativity of the company’s incentive objects, improve business efficiency, maintain a good sustainable development trend of the company, and ensure the implementation of the company’s restricted stock incentive plan, 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 and other laws, regulations and normative documents, as well as the provisions of Hunan Fangsheng Pharmaceutical Co.Ltd(603998) articles of association and Hunan Fangsheng Pharmaceutical Co.Ltd(603998) 2022 restricted stock incentive plan (Draft) (hereinafter referred to as “the plan”), The administrative measures for the assessment of the implementation of the restricted stock incentive plan in Hunan Fangsheng Pharmaceutical Co.Ltd(603998) 2022 (hereinafter referred to as the “measures”) is hereby formulated.
1、 General provisions
(I) assessment purpose
Further improve the corporate governance structure, establish and improve the incentive and restraint mechanism consistent with responsibilities, rights and interests, ensure the smooth implementation of the company’s restricted stock incentive plan in 2022, stimulate the enthusiasm and creativity of the management team and core employees, ensure the realization of the company’s business objectives and development strategy, and promote the long-term sustainable development of the company.
(II) assessment principle
With reference to the company’s performance management measures, adhere to the principles of open, fair and impartial assessment and evaluation, the combination of the company’s overall performance objectives and personal performance objectives, the combination of personal work performance and work attitude, and the guidance of performance results. (III) assessment object
The incentive objects applicable to the measures include the company’s directors, senior managers, middle managers of the company (including subsidiaries), core technology (business) backbone and other employees that the company believes should be encouraged that have a direct impact on the company’s business performance and future development, excluding independent directors and supervisors.
(IV) basic conditions for obtaining equity incentive
1. In principle, the incentive object is limited to the company’s directors, senior managers, middle managers of the company (including subsidiaries), core technology (business) backbone and other employees that the company believes should be encouraged and have a direct impact on the company’s operating performance and future development.
2. Supervisors and independent directors of the company shall not be incentive objects.
3. Shareholders or actual controllers who individually or jointly hold more than 5% of the company’s shares and their spouses, parents and children shall not become incentive objects.
2、 Assessment organization
1. The board of directors of the company is responsible for formulating and revising the measures.
2. The remuneration and assessment committee of the board of directors of the company is responsible for leading and reviewing the assessment work.
3. The working group of the remuneration and assessment committee of the board of directors of the company is responsible for the specific assessment work.
4. The human resources department and financial department of the company are responsible for the collection and provision of assessment data, and are responsible for the authenticity and reliability of the data.
3、 Assessment period
The validity period of this incentive plan is 48 months, from the date of grant of restricted shares to the date when all restricted shares are lifted or repurchased and cancelled.
(I) within the validity period, the restricted shares granted for the first time shall be lifted twice, and the corresponding assessment period of each time is as follows:
Assessment period for lifting the sales restriction arrangement
First lifting of sales restrictions 2022
Assessment period for lifting the sales restriction arrangement
Second lifting of sales restrictions 2023
(II) if the reserved restricted shares are granted in 2022, the performance evaluation year of the reserved part shall be consistent with that of the first grant.
If the reserved part is granted in 2023, the corresponding assessment period for each release of the restriction on sales of the reserved part is as follows:
Assessment period for lifting the sales restriction arrangement
First lifting of sales restrictions 2023
Second lifting of sales restrictions 2024
4、 Assessment indicators, methods and standards
Step 1: company performance appraisal
(I) performance evaluation indicators of restricted shares granted for the first time in each year
1. The assessment year for the release of restricted shares granted for the first time in the incentive plan is two fiscal years from 2022 to 2023, one assessment in each fiscal year, and the performance assessment objectives of each year are as follows:
Performance evaluation indicators of the company during the lifting of sales restrictions
The first lifting of sales restrictions is based on 2021, and the growth rate of operating revenue in 2022 is not less than 10% or 2022
The annual net profit growth rate shall not be less than 12%
The second lifting of sales restrictions is based on 2021, and the growth rate of operating revenue in 2023 is not less than 15% or 2023
The annual net profit growth rate shall not be less than 17%
Whether the company’s performance is completed or not is the basic condition for whether the sales restriction can be lifted, and it is also the premise for whether the following personal assessment can be continued, that is, “one vote veto”.
2. Meanwhile, for the restricted shares granted for the first time, according to the completion of the performance assessment objectives of each assessment year (the actual achievement rate of performance assessment objectives R is the higher of the actual achievement rate of net profit growth rate or operating income growth rate, and the actual achievement rate = the actual completion value of each assessment year / the performance assessment objective value), The company determines the proportion of sales restrictions that can be lifted at the company level for all incentive objects according to the following table:
Actual achievement rate of performance assessment objectives R ≥ 100% R ≥ 90% R ≥ 80% R 80%
The proportion of sales restrictions that can be lifted at the company level is 100%, 90%, 80% 0
If the actual achievement rate of the company’s current performance assessment objectives fails to reach 80% during each period of lifting the restrictions, all restricted shares of incentive objects that plan to lift the restrictions in the current year shall not be lifted and shall become invalid.
(II) set aside performance assessment objectives of some restricted stocks for each year
1. If the reserved restricted shares are granted in 2022, the performance assessment indicators of each assessment year of the reserved part shall be consistent with the first grant part.
If the reserved part is granted in 2023, the assessment year for the release of restricted shares reserved for grant in this incentive plan is two fiscal years from 2023 to 2024, one assessment in each fiscal year, and the performance assessment objectives of each year are as follows:
Performance evaluation indicators of the company during the lifting of sales restrictions
The first lifting of sales restrictions is based on 2021, and the growth rate of operating revenue in 2023 is not less than 15% or 2023
The annual net profit growth rate shall not be less than 17%
The second lifting of sales restrictions is based on 2021, and the growth rate of operating revenue in 2024 is not less than 20% or 2024
The annual net profit growth rate shall not be less than 22%
Whether the company’s performance is completed or not is the basic condition for whether the sales restriction can be lifted, and it is also the premise for whether the following personal assessment can be continued, that is, “one vote veto”.
2. At the same time, for the restricted shares reserved for grant, according to the completion of the performance assessment objectives of each assessment year (the actual achievement rate of performance assessment objectives R is the higher of the actual achievement rate of net profit growth rate or operating income growth rate, and the actual achievement rate = the actual completion value of each assessment year / the performance assessment objective value), The company determines the proportion of sales restrictions that can be lifted at the company level for all incentive objects according to the following table:
Actual achievement rate of performance assessment objectives R ≥ 100% R ≥ 90% R ≥ 80% R 80%
The proportion of sales restrictions that can be lifted at the company level is 100%, 90%, 80% 0
If the actual achievement rate of the company’s current performance assessment objectives fails to reach 80% during each period of lifting the restrictions, all restricted shares of incentive objects that plan to lift the restrictions in the current year shall not be lifted and shall become invalid.
Step 2: individual performance appraisal of incentive object
1. The company formulates or modifies the performance appraisal indicators of each post every year, and determines its weight and target value according to the importance of each performance appraisal indicator.
2. The company assesses the completion of performance appraisal indicators every year and obtains everyone’s performance appraisal results.
3. The evaluation grade is divided into five grades: excellent, good, qualified, general and unqualified.
The evaluation grades are as follows:
The assessment rating is excellent, good, qualified and generally unqualified
Corresponding performance score: 95 or above, 90-94, 80-89, 70-79 or below
5、 Application of assessment results
The corresponding relationship between the assessment results and the proportion of restricted shares lifted is as follows:
Proportion of sales restrictions that can be lifted at the evaluation level
Excellent 100%
Good 80%
Qualified 60%
General 40%
Unqualified 0%
If the conditions for lifting the restrictions on the sale of restricted shares are met, the restricted shares held by the incentive object shall apply for lifting the restrictions according to the proportion specified in the plan; On the contrary, if the conditions for lifting the restrictions on sales are not met, all restricted shares that can be lifted in the corresponding assessment year of incentive objects shall not be lifted and shall be repurchased and cancelled by the company.
6、 Assessment procedure
1. At the beginning of each assessment year, the remuneration and assessment committee of the board of directors, the human resources department, the finance department and other relevant functional departments of the company determine the “work objectives” of each business unit according to the key work and tasks determined by the company every year, and each business unit decomposes the work objectives to form the performance assessment indicators of incentive objects.
2. According to the changes of the actual situation of the company and the needs of work, if the incentive object needs to adjust the performance evaluation indicators formulated at the beginning of the year, it must be approved after being reviewed by the direct superior.
3. The human resources department, finance department and other relevant departments of the company are responsible for the collection and provision of relevant data, and are responsible for the authenticity and reliability of the data.
4. Each business unit is responsible for the performance evaluation of the incentive objects under its jurisdiction, and obtains the performance evaluation of the incentive objects according to their self-evaluation, superior evaluation and the completion of performance objectives
The evaluation results shall be reported to the human resources department for filing.
5. The human resources department reviews the evaluation results of each unit on the incentive object, forms a performance evaluation report, and submits it to the remuneration and evaluation committee of the board of directors of the company for deliberation and decision. The final assessment results will be filed by the board of directors and used as the basis for the implementation of the lifting of restrictions on sales of equity incentive plan.
7、 Assessment result management
1. The remuneration and appraisal committee of the board of directors shall keep all appraisal records of performance appraisal for at least five years. Documents and records exceeding the retention period shall be uniformly destroyed by the remuneration and appraisal committee of the board of directors.
2. In order to ensure the effectiveness of performance incentives, the performance appraisal records are not allowed to be altered. If they need to be revised or recorded again, they must be signed by the parties concerned.
3. The evaluation subject shall make an objective and fair evaluation of the incentive object to be evaluated. If the above responsibilities and obligations are violated, the remuneration and evaluation committee of the board of directors will give a warning; If the circumstances are serious, the remuneration and assessment committee of the board of directors will cancel the qualification of the assessment subject. 8、 Supplementary Provisions
1. The board of directors of the company is responsible for formulating, interpreting and revising these measures.
2. These Measures shall be implemented from the date when the equity incentive plan is deliberated and approved by the general meeting of shareholders of the company.
Hunan Fangsheng Pharmaceutical Co.Ltd(603998) board of directors March 6, 2022
