Securities code: 000756 securities abbreviation: Shandong Xinhua Pharmaceutical Company Limited(000756) Announcement No.: 2021-85 Shandong Xinhua Pharmaceutical Company Limited(000756)
Announcement on the first granting of 2021 A-share stock options to incentive objects
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.
Shandong Xinhua Pharmaceutical Company Limited(000756) (hereinafter referred to as “the company” or “the company”). All grant conditions specified in the 2021 A-share stock option incentive plan (Draft) (hereinafter referred to as “the incentive plan (Draft)” or “the incentive plan”) have been fulfilled, According to the proposal on the first granting of 2021 A-share stock options to incentive objects deliberated and adopted at the seventh extraordinary meeting of the 10th board of directors held on December 31, 2021, the board of directors of the company agreed to grant 23.15 million stock options to 196 eligible incentive objects with December 31, 2021 as the first granting date. The relevant matters are hereby announced as follows:
1、 Brief description of the company’s 2021 A-share stock option incentive plan and relevant approval procedures performed
(i) Brief description of the company’s stock option incentive plan in 2021
The incentive plan (Draft) and its summary have been deliberated and approved by the company’s first extraordinary general meeting in 2021, the second A-share general meeting and H-share general meeting in 2021. The main contents are as follows:
1. Incentive method: the incentive tool to be granted to the incentive object in the incentive plan is stock option.
2. Source of underlying stock: the source of the underlying stock to be granted to the incentive object in the incentive plan is the company’s directional issuance of A-share common shares to the incentive object.
3. Incentive objects: the total number of incentive objects granted for the first time in this incentive plan is 196, including directors (excluding external directors), senior managers, middle managers and core backbone personnel.
4. Grant price: the exercise price of the stock option granted this time is 7.96 yuan / share.
The exercise price of the stock option granted this time shall be determined according to the principle of fair market price. The exercise price shall not be lower than the par value of the stock, and shall not be lower than the higher of the following prices:
(1) The average trading price of the company’s underlying shares on the trading day before the announcement of the draft plan is 7.36 yuan per share; (2) The average trading price of the company’s underlying shares 20 trading days before the announcement of the draft plan is 7.85 yuan per share; (3) The closing price of the company’s underlying stock on the trading day before the announcement of the draft plan is 7.37 yuan per share;
(4) The average closing price of the company’s underlying shares within 30 trading days before the announcement of the draft plan is RMB 7.96 per share; (5) The latest audited net assets per share, i.e. RMB 5.45 per a share in 2020.
5. Exercise schedule
The validity period of the incentive plan shall be calculated from the date of stock option grant, and the maximum period shall not exceed 72 months. The waiting period is from the date of grant of stock options to the date of exercise of stock options. The waiting period of stock options granted under the plan is 24 months, 36 months and 48 months from the date of grant.
After the adoption of the plan, the stock options granted can be exercised after 24 months from the date of grant. The exercise date must be a trading day, but may not be exercised within the following periods:
(1) 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;
(2) Within 10 days before the announcement of the company’s performance forecast and performance express;
(3) From the date 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 procedures to 2 trading days after disclosure according to law;
(4) Other periods prescribed by the CSRC and Shenzhen Stock Exchange.
The above “major transactions”, “major events” and “major events that may affect the stock price” are transactions or other major events that the company shall disclose in accordance with the stock listing rules of Shenzhen Stock Exchange. The exercise period of the granted option and the exercise schedule of each period are shown in the table:
Proportion of the number of exercisable rights in the number of granted rights and interests
The first exercise period shall be from the first trading day 24 months after the grant date of the corresponding part to the corresponding 34%
The last trading day within 36 months from the date of partial grant
The second exercise period shall be from the first trading day 36 months after the grant date of the corresponding part to the corresponding 33%
The last trading day within 48 months from the partial grant date
The third exercise period is from the first trading day 48 months after the grant date of the corresponding part to the corresponding 33%
The last trading day within 60 months from the partial grant date
The incentive object must complete the exercise within the option exercise validity period. If the exercise conditions are not met, the current stock option shall not be exercised. If the exercise conditions are met, but not all of the stock options are exercised during the above exercise period, the company shall cancel this part of the stock options.
6. Lock up period provisions
The lock up period refers to the time period during which the shares obtained by the incentive object after exercise are restricted. The anti-sale provisions of the incentive plan shall be implemented in accordance with the company law, the securities law and other relevant laws, regulations, normative documents and the articles of association. The specific provisions are as follows:
(1) If the incentive objects are directors and senior managers of the company, the shares transferred each year during their tenure shall not exceed 25% of the total shares of the company they hold; The company’s shares held by him shall not be transferred within half a year after his resignation.
(2) If the incentive objects are directors and senior managers of the company, they will sell their shares of the company within 6 months after buying, or buy them again within 6 months after selling, and the resulting income will belong to the company, and the board of directors of the company will recover their income.
(3) During the validity period of this incentive plan, if the relevant provisions on the transfer of shares originally held by the directors and senior managers of the company in the company law, securities law and other relevant laws, regulations, normative documents and / or the articles of association change, Then the transfer of the company’s shares held by these incentive objects shall comply with the provisions of the revised Company Law, securities law and other relevant laws, regulations, normative documents and / or the articles of association.
(4) The stock options granted to directors and senior managers shall hold no less than 20% of the company’s shares after the incentive object exercises the rights, and can be sold only after the expiration of the term of office (or post) after the expiration of the restriction and passing the examination.
7. Conditions for granting stock options
Incentive objects can be granted stock options only when they meet the following conditions at the same time; On the contrary, if any of the following grant conditions are not met, stock options cannot be granted to the incentive object.
(1) The company is not under any of the following circumstances:
① An audit report with a negative opinion or unable to express an opinion on the financial and accounting report of the most recent fiscal year issued by a certified public accountant;
② The internal control of the financial 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;
③ Failure to distribute profits in accordance with laws and regulations, articles of association and public commitments within 36 months after listing;
④ Equity incentive is not allowed according to laws and regulations;
⑤ Other circumstances recognized by the CSRC.
(2) The incentive object does not have any of the following situations:
① Being identified as inappropriate by the stock exchange within the last 12 months;
② It has been identified as an inappropriate candidate by the CSRC and its dispatched offices within the last 12 months;
③ Being administratively punished by the CSRC and its dispatched offices or taking market entry prohibition measures for major violations of laws and regulations within 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 equity incentive of listed companies according to laws and regulations;
⑥ Other circumstances recognized by the CSRC.
(3) The company’s performance assessment conditions meet the following conditions:
The net profit in 2020 shall not be less than 280 million yuan; Based on the dividend per share in 2019, the growth rate of dividend per share in 2020 shall not be less than 20%; And the above indicators are not lower than the average level of the same industry.
Note:
① The above “net profit” refers to the net profit attributable to the shareholders of the listed company after deducting non recurring profits and losses.
② According to the industry classification results of Shenyin Wanguo, all A-share listed companies under the category of “chemical pharmacy” under the category of “Pharmaceutical Biology” in the same industry are selected. If there is a significant change in the business structure of the same industry sample or a sample extreme value with too large deviation in performance, Shandong Xinhua Pharmaceutical Company Limited(000756) the board of directors will eliminate or replace the sample during the assessment.
8. Exercise conditions of stock options
The company and the incentive object must meet the following conditions at the same time before the stock option granted to the incentive object can be exercised: (1) the company does not have any of the following circumstances:
① An audit report with a negative opinion or unable to express an opinion on the financial and accounting report of the most recent fiscal year issued by a certified public accountant;
② The internal control of the financial 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;
③ Failure to distribute profits in accordance with laws and regulations, articles of association and public commitments within 36 months after listing;
④ Equity incentive is not allowed according to laws and regulations;
⑤ Other circumstances recognized by the CSRC.
(2) The incentive object does not have any of the following situations:
① Being identified as inappropriate by the stock exchange within the last 12 months;
② It has been identified as an inappropriate candidate by the CSRC and its dispatched offices within the last 12 months;
③ Being administratively punished by the CSRC and its dispatched offices or taking market entry prohibition measures for major violations of laws and regulations within 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 equity incentive of listed companies according to laws and regulations;
⑥ Other circumstances recognized by the CSRC.
In case of any of the circumstances specified in article (I) above, the stock options granted but not exercised by all incentive objects under the incentive plan shall be cancelled by the company; If one of the circumstances specified in article (2) above occurs to an incentive object, the stock options granted but not exercised by the incentive object according to the incentive plan shall be cancelled by the company.
(3) Company performance assessment requirements
The exercise assessment year of stock options granted for the first time and reserved in the plan is 2022-2024, which is assessed once every fiscal year. The performance assessment conditions of each year are as follows:
Performance assessment conditions during exercise period
1. The net profit in 2022 shall not be less than 340 million yuan, which is higher than the quantile level of the same industry when the equity is granted, and the index shall not be lower than the average level of the same industry;
The first exercise period 2. Based on the average dividend per share from 2018 to 2020, the growth rate of dividend per share in 2022 shall not be less than 50%, which is higher than the quantile level of the same industry when the equity is granted, and the index shall not be lower than the average level of the same industry.
1. The net profit in 2023 shall not be less than RMB 375 million, which is higher than the quantile level of the same industry when the equity is granted, and the index shall not be lower than the average level of the same industry;
The second exercise period 2. Based on the average dividend per share from 2018 to 2020, the growth rate of dividend per share in 2023 shall not be less than 60%, which is higher than the quantile level of the same industry when the equity is granted, and the index shall not be lower than the average level of the same industry.
1. The net profit in 2024 shall not be less than 410 million yuan, which is higher than the quantile level of the same industry when the equity is granted, and the index shall not be lower than the average level of the same industry;
The third exercise period 2. Based on the average dividend per share from 2018 to 2020, the growth rate of dividend per share in 2024 shall not be less than 70%, which is higher than the quantile level of the same industry when the equity is granted, and the index shall not be lower than the average level of the same industry.
Note:
① The above “net profit” refers to the net profit attributable to the shareholders of the listed company after deducting non recurring profits and losses.
② According to the industry classification results of Shenyin Wanguo, all A-share listed companies under the category of “chemical pharmacy” under the category of “Pharmaceutical Biology” in the same industry are selected. If there is a significant change in the business structure of the same industry sample or a sample extreme value with too large deviation in performance, Shandong Xinhua Pharmaceutical Company Limited(000756) the board of directors will eliminate or replace the sample during the assessment.
When the exercise conditions of stock options are met, the incentive object exercises the rights according to the plan. On the contrary, if the exercise conditions are not met, the company will cancel the current exercisable share of the option obtained by the incentive object according to the plan.
（4） Requirements for individual performance appraisal of incentive objects
excitation
