Securities code: Hunan Fangsheng Pharmaceutical Co.Ltd(603998) securities abbreviation: Hunan Fangsheng Pharmaceutical Co.Ltd(603998) Hunan Fangsheng Pharmaceutical Co.Ltd(603998)
Restricted stock incentive plan for 2022
(Draft) summary
Hunan Fangsheng Pharmaceutical Co.Ltd(603998)
March, 2002
statement
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the incentive plan and its summary, and bear legal liabilities for the authenticity, accuracy and integrity of its contents according to law.
All incentive objects of the company promise that if the company does not comply with the granted rights and interests or the ownership arrangement of rights and interests due to false records, misleading statements or major omissions in the information disclosure documents, the incentive objects shall return all the benefits obtained from the incentive plan to the company after the relevant information disclosure documents are confirmed to have false records, misleading statements or major omissions.
hot tip
The words or abbreviations mentioned in this part have the same meanings as those mentioned in the “interpretation” of this abstract. 1. The incentive plan is formulated in accordance with the company law, securities law, measures for the administration of equity incentive and other relevant laws, administrative regulations, departmental rules and normative documents, as well as Hunan Fangsheng Pharmaceutical Co.Ltd(603998) the articles of association. 2. The company is not allowed to implement the equity incentive plan as stipulated in Article 7 of the measures for the administration of equity incentive:
(1) The financial and accounting report of the most recent fiscal year is an audit report with a negative opinion or unable to express an opinion issued by a certified public accountant;
(2) The internal control of the financial report of the latest fiscal year is an audit report with a negative opinion or unable to express an opinion issued by a certified public accountant;
(3) Failure to distribute profits in accordance with laws and regulations, articles of association and public commitments within the last 36 months after listing;
(4) Equity incentive is not allowed according to laws and regulations;
(5) Other circumstances recognized by the CSRC.
3. The incentive objects of this incentive plan do not include the independent directors and supervisors of the company, nor the shareholders or actual controllers who individually or jointly hold more than 5% of the shares of the company and their spouses, parents and children. The incentive object does not have the situation that it is not allowed to be an incentive object as stipulated in Article 8 of the measures for the administration of equity incentive:
(1) Being identified as an inappropriate candidate by the stock exchange within the last 12 months;
(2) In the last 12 months, it has been identified as an inappropriate candidate by the CSRC and its dispatched offices;
(3) Being administratively punished by the CSRC and its dispatched offices or taking market entry prohibition measures for major violations of laws and regulations in the last 12 months;
(4) Those who are not allowed to serve as directors or senior managers of the company as stipulated in the company law;
(5) Those who are not allowed to participate in the equity incentive of listed companies according to laws and regulations;
(6) Other circumstances under which the CSRC determines that it is not allowed to participate in the restricted stock incentive plan.
4. The incentive tool adopted in this incentive plan is restricted stock. The stock source is the company’s A-share common stock issued by the company to the incentive object.
5. The total number of restricted shares to be granted under the incentive plan is 15 million, accounting for 3.49% of the total share capital of the company at the time of announcement of the draft incentive plan. Among them, 13.8 million shares were granted for the first time, accounting for about 3.21% of the company’s total share capital of 429429720 shares when the draft incentive plan was announced; 1.2 million shares are reserved, accounting for about 0.28% of the company’s total share capital of 429429720 shares when the draft incentive plan is announced, and the reserved part accounts for 8.00% of the total amount of restricted shares to be granted this time.
After the implementation of the incentive plan, the total number of subject shares involved in all effective equity incentive plans of the company shall not exceed 10% of the total share capital of the company. The cumulative number of shares of the company granted by any incentive object in the incentive plan through all equity incentive plans within the validity period shall not exceed 1% of the total share capital of the company at the time of announcement of the draft incentive plan, The reserved proportion shall not exceed 20% of the number of rights and interests to be granted under the incentive plan.
6. The grant price of restricted shares granted under the incentive plan is 3.15 yuan / share. During the period from the date of announcement of the draft 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, the distribution of stock dividends, the division of shares, the reduction of shares, the allotment of shares or the distribution of dividends, the grant price or quantity of restricted shares will be adjusted accordingly according to the incentive plan.
7. The total number of incentive objects granted by the incentive plan for the first time is 270, including directors (excluding independent directors), senior managers, middle managers of the company (including subsidiaries) when the company announces the draft incentive plan Core technology (business) backbone and other employees that the company believes should be encouraged and have a direct impact on the company’s business performance and future development.
Reserved incentive objects refer to the incentive objects that have not been determined when the incentive plan is approved by the general meeting of shareholders, but are included in the incentive plan within the duration of the incentive plan, which shall be determined within 12 months after the incentive plan is reviewed and approved by the general meeting of shareholders.
8. The validity period of this incentive plan is from the date of granting restricted shares to the date when all restricted shares granted to the incentive object are lifted or repurchased and cancelled, and the longest period shall not exceed 48 months.
If the restricted shares granted for the first time and reserved in the incentive plan meet the conditions for lifting the restriction after 12 months from the date of completion of grant registration, the incentive object can lift the restriction in two phases according to the proportion of 50%: 50% in the next 24 months.
9. 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.
10. The incentive plan can be implemented only after being deliberated and approved by the general meeting of shareholders of the company. Within 60 days from the date when the general meeting of shareholders deliberates and approves the incentive plan, the company will convene the board of directors to grant the incentive object according to relevant regulations, and complete the registration, announcement and other relevant procedures. If the company fails to complete the above work within 60 days, it shall timely disclose the reasons for the failure, announce the termination of the implementation of the incentive plan, and the non granted restricted shares shall become invalid (according to the measures for the administration of equity incentive, the period during which listed companies are not allowed to grant rights and interests shall not be counted within 60 days). The reserved part shall be granted within 12 months after the incentive plan is reviewed and approved by the general meeting of shareholders of the company. 11. The implementation of this incentive plan will not cause the equity distribution to fail to meet the requirements of listing conditions.
catalogue
Chapter I interpretation Chapter II purpose of implementing incentive plan Chapter III incentive objects of this incentive plan ten
1、 The basis for determining the incentive object ten
2、 Scope of incentive objects ten
3、 Verification of incentive objects eleven
4、 Distribution of restricted shares granted to incentive objects Chapter IV specific contents of this incentive plan thirteen
1、 Stock source of incentive plan thirteen
2、 Number of restricted shares to be granted thirteen
3、 Validity period, grant date, sales restriction period, release date and lock up period of the incentive plan thirteen
4、 The grant price of restricted shares and the determination method of the grant price fifteen
5、 Conditions for the grant and release of restricted shares sixteen
6、 Adjustment methods and procedures of incentive plan twenty
7、 Repurchase and cancellation of restricted shares twenty-two
8、 Accounting treatment of restricted stocks, measurement of fair value and its impact on the company’s performance Chapter V termination, change and personal change of the incentive plan twenty-seven
1、 Termination of this incentive plan twenty-seven
2、 Changes to this incentive plan twenty-seven
3、 How to deal with the changes in the personal situation of the incentive object Chapter VI relevant disputes or dispute resolution mechanism between the company and the incentive object 31 Chapter VII Supplementary Provisions thirty-two
Chapter I interpretation
Hunan Fangsheng Pharmaceutical Co.Ltd(603998) , listed company refers to Hunan Fangsheng Pharmaceutical Co.Ltd(603998) the company and the company
This incentive plan and this plan refer to Hunan Fangsheng Pharmaceutical Co.Ltd(603998) 2022 restricted stock incentive plan
Row
This summary refers to the summary of Hunan Fangsheng Pharmaceutical Co.Ltd(603998) 2022 restricted stock incentive plan (Draft)
According to the conditions and prices specified in the incentive plan, the company grants a certain number of restricted stock index company shares to the incentive object. The restricted sale period of such shares is set for a certain period of time. The restricted sale and circulation can be lifted only after the conditions for lifting the restricted sale specified in the incentive plan are met
According to the provisions of the plan, the directors (excluding independent directors) and incentive objects of the company who obtain restricted shares refer to 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 business performance and future development
The grant date refers to the date on which the company grants restricted shares to the incentive object, and the grant date must be the trading day
The grant price refers to the price determined by the company when granting restricted shares to the incentive object and the incentive object obtains the shares of the company
The validity period refers to the period from the date of grant of restricted shares to the date when all the restricted shares granted to the incentive object are lifted or repurchased, with a maximum of 48 months
The restricted sale period refers to the period during which the restricted shares granted to the incentive object under the incentive plan are prohibited from being transferred, used for guarantee and debt repayment
The period of lifting the restriction on sales refers to the period during which the restricted shares held by the incentive object can be lifted and listed for circulation after the conditions for lifting the restriction on sales specified in the incentive plan are met
The conditions for lifting the restriction on sale refer to the conditions that must be met by the incentive object to lift the restriction on the sale of restricted shares according to the incentive plan
General meeting of shareholders refers to Hunan Fangsheng Pharmaceutical Co.Ltd(603998) general meeting of shareholders
Board of directors means Hunan Fangsheng Pharmaceutical Co.Ltd(603998) board of directors
Board of supervisors refers to Hunan Fangsheng Pharmaceutical Co.Ltd(603998) board of supervisors
Company Law refers to the company law of the people’s Republic of China
Securities Law refers to the securities law of the people’s Republic of China
Equity incentive management office refers to the law on the measures for the administration of equity incentives of listed companies
The articles of association refers to the articles of association of Hunan Fangsheng Pharmaceutical Co.Ltd(603998) company
Assessment management measures refer to the assessment management measures for the implementation of restricted stock incentive plan in Hunan Fangsheng Pharmaceutical Co.Ltd(603998) 2022
China Securities Regulatory Commission
Registration and settlement institution refers to China Securities Depository and Clearing Co., Ltd. Shanghai Branch
Stock exchange refers to Shanghai Stock Exchange
Yuan and 10000 yuan refer to RMB yuan and 10000 yuan
Note: in general, all values in this draft retain 2 decimal places
Chapter II purpose of implementing incentive plan
In order to further establish and improve the company’s long-term incentive mechanism, attract and retain excellent talents, fully mobilize the enthusiasm of the company’s core team, effectively combine the interests of shareholders, the company and the personal interests of managers, and make all parties pay common attention to the long-term development of the company, the company, on the premise of fully protecting the interests of shareholders, in accordance with the principle of reciprocity of income and contribution, The plan is formulated in accordance with the company law, securities law, measures for the administration of equity incentive and other relevant laws, regulations and normative documents, as well as the provisions of the articles of association.
Chapter III incentive objects of the incentive plan
1、 Determination basis of incentive object
(I) legal basis for determining incentive objects
The incentive objects of the incentive plan are determined in accordance with the company law, securities law, measures for the administration of equity incentive and other relevant laws, regulations, normative documents and the relevant provisions of the articles of association, and in combination with the actual situation of the company.
(II) job basis for determining incentive objects
The incentive objects of this incentive plan are 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 business performance and future development, excluding independent directors and supervisors.
The core technology (business) backbone belongs to the key personnel for the realization of the company’s strategy, which has great influence and irreplaceable; Or those who play a key role in the realization of the company’s strategy and have professional knowledge or great influence.
Among the incentive objects, the company’s senior managers must have been appointed by the company’s board of directors. All incentive objects must work in the company (including subsidiaries) and have signed labor contracts or employment contracts with the company or holding subsidiaries
