Hybio Pharmaceutical Co.Ltd(300199)
Management measures for the implementation and assessment of restricted stock incentive plan in 2022
Hybio Pharmaceutical Co.Ltd(300199) (hereinafter referred to as "the company") in order to further establish and improve the company's long-term incentive mechanism, attract and retain talents, fully mobilize the enthusiasm of the company's core team, effectively combine the interests of shareholders, the company and the personal interests of the core team, and enable all parties to jointly pay attention to and promote the long-term development of the company, on the premise of fully protecting the interests of shareholders, in accordance with the principle of equal incentives and constraints, The Hybio Pharmaceutical Co.Ltd(300199) 2022 restricted stock incentive plan (Draft) (hereinafter referred to as "equity incentive plan" or "this incentive plan") is hereby formulated.
In order to ensure the smooth implementation of the 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, the Listing Rules of Shenzhen Stock Exchange on the gem, the guidelines for self-discipline supervision of companies listed on the gem of Shenzhen Stock Exchange No. 1 - business handling and other relevant laws, regulations and normative documents, as well as the Hybio Pharmaceutical Co.Ltd(300199) articles of association This assessment method is formulated in accordance with the relevant provisions of the company's equity incentive plan and in combination with the actual situation of the company.
1、 Assessment purpose
In order to further improve the corporate governance structure of the company, promote the company to establish and improve the long-term incentive and restraint mechanism, fully mobilize the enthusiasm of the company's core team, ensure the smooth implementation of the company's incentive plan, give full play to the role of equity incentive to the greatest extent, and ensure the realization of the company's development strategy and business objectives.
2、 Assessment principle
The assessment and evaluation must adhere to the principles of fairness, openness and fairness, and evaluate in strict accordance with the measures and the performance of the assessment objects, so as to realize the close combination of the incentive plan with the work performance and contribution of the incentive objects, so as to improve the level of management performance and maximize the interests of the company and all shareholders.
3、 Assessment scope
These measures are applicable to all incentive objects participating in the company's incentive plan, including directors, senior managers and other personnel deemed necessary by the board of directors of the company (including branches and holding subsidiaries, the same below). The aforesaid incentive objects do not include the 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. All incentive objects must have employment or labor relations with the company (including branches and holding subsidiaries) and sign labor contracts or employment contracts within the assessment period of this incentive plan.
4、 Assessment organization and executive organization
(I) the remuneration and assessment committee of the board of directors of the company (hereinafter referred to as the "Remuneration and assessment committee") is responsible for leading and organizing the assessment of incentive objects.
(II) the human resources department of the company shall form an assessment team to be responsible for the specific assessment work, and the human resources department shall be responsible for and report to the salary and assessment committee.
(III) the human resources department, finance department and other relevant departments of the company are responsible for the collection and provision of relevant assessment data, and are responsible for the authenticity and reliability of the data, which is supervised by the internal audit department of the company.
(IV) the board of directors of the company is responsible for the examination and approval of these measures and the examination results.
5、 Assessment indicators and standards
(I) performance assessment requirements at the company level
The assessment year of this incentive plan is three fiscal years from 2022 to 2024, one assessment in each fiscal year, and the achievement of performance assessment objectives is one of the attribution conditions of the incentive object in the current year.
The annual performance assessment objectives of restricted shares granted for the first time are shown in the table below:
Assess the ownership proportion of gears in the first ownership period, the second ownership period and the third ownership period of the company level ownership period
Meet the following 1 and 2 conditions at the same time:
Operating revenue in 2022 operating revenue in 2023 operating revenue in 2024 1. Operating revenue not less than 800 million yuan and not less than 900 million yuan; The income shall not be less than 10.00 yuan; RMB100mn
Assessment 2. R & D progress achieved (1) and (2):
Target a: 100% from 2022 to 2023, complete at least one innovation plan from 2022 to 2024, and complete at least two (1) innovative drug research, one innovative product product, obtain clinical batch of innovative products, obtain temporary development progress ind declaration; Complete at least one bed approval and one innovative product ind declaration until the innovative product is completed; Phase II clinical;
(2) The number of drugs that have passed the quality of generic drugs in 2022, the number of drugs that have passed the quality of generic drugs in 20222023, and the number of drugs that have passed the evaluation of the quality and efficacy of generic drugs and efficacy of efficacy consistency - the number of drugs that have passed the evaluation of the quality and efficacy of generic drugs and efficacy through the imitation calculation in 20222024; The quantity of drugs for consistency evaluation is 4; Quantity of products: 6;
Meet the following 1 and 2 conditions at the same time:
Operating revenue in 2022 operating revenue in 2023 operating revenue in 2024 1. Operating revenue not less than 750 million yuan and not less than 780 million yuan; The income shall not be less than 870 million yuan; Yuan;
2. R & D progress achieved (1) and (2):
From 2022 to 2023, the cumulative assessment from 2022 to 2024 will be completed. At least one innovation plan will be completed in 2022, and at least two goals will be completed. B 80% (1) innovative drug research, one innovative product product will obtain clinical batch, and innovative products will obtain temporary development progress ind declaration; Complete at least one bed approval and one innovative product application to innovative product ind; Phase II clinical;
(2) The number of drugs that have passed the quality of generic drugs in 2022, the number of drugs that have passed the quality of generic drugs in 20222023, and the number of drugs that have passed the evaluation of the quality and efficacy of generic drugs and efficacy of efficacy consistency - the number of drugs that have passed the evaluation of the quality and efficacy of generic drugs and efficacy through the imitation calculation in 20222024; The quantity of drugs for consistency evaluation is 4; Quantity of products: 6;
Note: 1. The above "operating income" refers to the operating income of the audited consolidated statements of the listed company;
2. The performance targets involved in the above restricted stock ownership conditions do not constitute the company's performance prediction and substantive commitment to investors.
If the reserved grant part is granted before the disclosure of the company's third quarter report in 2022, the corresponding annual performance assessment objectives are consistent with the first grant part; If the reserved grant is granted after the disclosure of the company's third quarter report in 2022, the annual performance assessment objectives at the corresponding company level are shown in the table below:
Assess the company level attribution period, the first attribution period and the second attribution period
Gear attribution ratio
Meet the following 1 and 2 conditions at the same time:
1. Operating revenue: the operating revenue in 2023 shall not be less than that in 2024, and the operating revenue shall not be less than 900 million yuan; 1 billion yuan;
Assessment: 100% 2. R & D progress achieved (1) and (2):
Goal a
From 20222023 to 20222024, at least (1) innovative drug research has been completed less than one innovative product, clinical approval has been obtained for two innovative products, clinical approval has been obtained, and ind declaration has been completed for at least one innovative product and at least one innovative product; Phase II clinical;
(2) New communication
The cumulative number of new generic drugs and the quality of generic drugs that have passed the evaluation from 2022 to 2024; The number of drugs evaluated is 6; amount
Meet the following 1 and 2 conditions at the same time:
1. Operating revenue: the operating revenue in 2023 shall not be less than that in 2024, and the operating revenue shall not be less than 780 million yuan; 870 million yuan;
2. R & D progress achieved (1) and (2):
The assessment has been completed from 2022 to 2023 to at least 80% of target B by 2022 to 2024. (1) innovative drug research has achieved less than one innovative product, obtained clinical approval, obtained clinical approval, issued progress approval, and completed at least one innovation and completed product ind declaration of at least one innovative product; Phase II clinical;
(2) New communication
4 drugs that have passed the quantitative evaluation of the quality and efficacy of generic drugs from 2022 to 2023 and the consistency of the quality and efficacy of generic drugs from 2022 to 2024; The number of drugs evaluated is 6; amount
Note: 1. The above "operating income" refers to the operating income of the audited consolidated statements of the listed company;
2. The performance targets involved in the above restricted stock ownership conditions do not constitute the company's performance prediction and substantive commitment to investors.
During the vesting period, the company shall handle the registration of stock vesting for the incentive objects that meet the vesting conditions. If the listed company fails to meet the above performance assessment objectives, the restricted shares planned to be vested in the incentive object in the corresponding assessment year shall not be vested or deferred to the next period, and shall be invalid.
(II) performance appraisal requirements at the individual level of incentive objects
The performance appraisal at the individual level of the incentive object shall be carried out in accordance with the relevant internal performance appraisal system of the company, and the proportion of the incentive object shall be determined according to the individual performance appraisal results. The individual performance appraisal results of the incentive object are divided into four grades: excellent, qualified, basically qualified and unqualified. At that time, the proportion of the incentive object shall be determined according to the following table:
Performance appraisal results are excellent, basically in line or not in line
Personal assessment ownership ratio 100
