Securities code: Hybio Pharmaceutical Co.Ltd(300199) securities abbreviation: Hybio Pharmaceutical Co.Ltd(300199) Hybio Pharmaceutical Co.Ltd(300199)
Restricted stock incentive plan for 2022
(Draft)
March, 2002
statement
The company and all directors and supervisors guarantee that there are no false records, misleading statements or major omissions in the incentive plan and its summary, and bear individual and joint legal liabilities for its authenticity, accuracy and completeness. All incentive objects of the company promise that if the company does not comply with the arrangement of granting rights and interests or exercising 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
I The Hybio Pharmaceutical Co.Ltd(300199) 2022 restricted stock incentive plan (Draft) (hereinafter referred to as "the incentive plan") is prepared by Hybio Pharmaceutical Co.Ltd(300199) (hereinafter referred to as " Hybio Pharmaceutical Co.Ltd(300199) ," the company "or" the company ") 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 the Listing Rules of gem shares of Shenzhen Stock Exchange Other relevant laws, administrative regulations and normative documents, such as the guidelines for self-discipline supervision of companies listed on the gem of Shenzhen Stock Exchange No. 1 - business handling, and the Hybio Pharmaceutical Co.Ltd(300199) articles of association.
2、 The incentive tool adopted in this incentive plan is restricted stock (class II restricted stock), and the stock source is A-share common stock issued by the company to the incentive object.
The incentive objects who meet the grant conditions of the incentive plan can be granted A-Shares of common stock of the company in several times at the grant price within the vesting period after meeting the corresponding vesting conditions. These shares will be registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. The restricted shares granted to the incentive objects do not enjoy the rights of shareholders of the company before they are vested, and may not be transferred, used for guarantee or debt repayment.
3、 The incentive plan plans to grant 18 million restricted shares to the incentive objects, accounting for about 1.96% of the company's total share capital of 91692704 shares at the time of announcement of the draft incentive plan. Among them, 14.4 million shares were granted for the first time, accounting for about 1.57% of the company's total share capital of 91692704 shares when the draft incentive plan was announced, and the part granted for the first time accounted for 80.00% of the total equity to be granted this time; 3.6 million shares are reserved for grant, accounting for about 0.39% of the company's total share capital of 91692704 shares at the time of announcement of the draft incentive plan, and the reserved part accounts for 20.00% of the total equity to be granted this time.
As of the date of announcement of the draft incentive plan, the total number of subject shares involved in all equity incentive plans of the company within the validity period shall not exceed 20% of the total share capital of the company at the time of announcement of the draft incentive plan. The shares of the company granted by any incentive object in the incentive plan through all the 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.
During the period from the announcement date of the draft incentive plan to the completion of the ownership of restricted shares by 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 or reduction of shares, and the allotment of shares, the number of granted and vested restricted shares will be adjusted accordingly in accordance with the provisions of the incentive plan.
4、 The total number of incentive objects granted for the first time in the incentive plan is 205, including directors, senior managers and other personnel deemed necessary by the board of directors when the company announces the incentive plan (including branches and holding subsidiaries, the same below), excluding 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.
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 during 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. The criteria for determining the incentive object of reserved restricted shares shall be determined with reference to the criteria for the first grant. 5、 The grant price of restricted shares (including reserved parts) in the incentive plan is 9.63 yuan / share.
From the date of the announcement of the draft incentive plan to the completion of the ownership registration of the restricted shares granted to the incentive object, if the company has matters such as the conversion of capital reserve into share capital, distribution of stock dividends, dividend distribution, share subdivision or reduction, allotment and so on, the grant price of restricted shares will be adjusted accordingly according to the incentive plan.
6、 The validity period of this incentive plan is from the date of the first grant of restricted shares to the date of the ownership or invalidation of all the restricted shares granted to the incentive object, which shall not exceed 60 months at most.
7、 The company does not have the following circumstances under which equity incentive shall not be implemented as stipulated in Article 7 of the measures for the administration of equity incentive of listed companies:
(I) the audit report of the financial accounting report of the latest fiscal year issued by the certified public accountant with a negative opinion or unable to express an opinion;
(II) the internal control of the financial report of the most recent fiscal year has been given a negative opinion or unable to express an opinion by the certified public accountant;
(III) failure to distribute profits in accordance with laws and regulations, the articles of association and public commitments within the last 36 months after listing;
(IV) equity incentive is prohibited by laws and regulations;
(V) other circumstances recognized by the CSRC.
8、 The incentive object of this incentive plan does not have the following circumstances that may not be the incentive object specified in Article 8 of the measures for the administration of equity incentive of listed companies:
(I) being identified as an inappropriate candidate by the stock exchange within the last 12 months;
(II) being identified as an inappropriate candidate by the CSRC and its dispatched offices within the last 12 months;
(III) 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;
(IV) those who are not allowed to serve as directors or senior managers of the company as stipulated in the company law; (V) those who are not allowed to participate in the equity incentive of listed companies according to laws and regulations;
(VI) other circumstances recognized by the CSRC.
9、 The company promises not to provide loans or any other form of financial assistance for the incentive objects of the incentive plan to obtain relevant restricted shares according to the incentive plan, including providing guarantee for their loans.
10、 All incentive objects of the incentive plan promise that if the company does not comply with the arrangement of granting rights and interests or exercising 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.
11、 The incentive plan can be implemented only after being deliberated and approved by the general meeting of shareholders of the company. After the incentive plan is deliberated and approved by the general meeting of shareholders of the company, the company will convene the board of directors in accordance with relevant regulations within 60 days to grant rights and interests to incentive objects and make an announcement. If the company fails to complete the above work within 60 days, it shall disclose the reasons for the failure in time, 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 of listed companies, the period during which rights and interests cannot be granted shall not be counted as 60 days. The reserved part must be granted within 12 months after the incentive plan is reviewed and approved by the general meeting of shareholders of the company. If it is not granted within 12 months, the rights and interests not granted will become invalid.
12、 The implementation of this incentive plan will not result in the company's equity distribution not meeting the requirements of listing conditions.
catalogue
Declare that 1 special tips 1 Chapter 1 interpretation Chapter II purpose and principle of this incentive plan Chapter III Management Organization of this incentive plan Chapter IV determination basis and scope of incentive objects Chapter V incentive methods, sources, quantity and distribution of restricted stocks Chapter VI validity period, grant date, ownership arrangement and lock up period of this incentive plan Chapter VII grant price of restricted shares and its determination method Chapter VIII vesting and vesting conditions of restricted shares Chapter IX adjustment methods and procedures of restricted stocks Chapter 10 accounting treatment of restricted stocks Chapter XI implementation procedures of restricted stock incentive plan 29 Chapter XII respective rights and obligations of the company / incentive object 33 Chapter XIII handling of changes in the company / incentive object 35 chapter XIV Supplementary Provisions thirty-nine
Chapter I interpretation
Unless otherwise specified, the following words have the following meanings in this article:
Explanatory item refers to the explanatory content
The company, the company and listed companies refer to Hybio Pharmaceutical Co.Ltd(300199) company or Hybio Pharmaceutical Co.Ltd(300199) restricted stock incentive plan, refer to Hybio Pharmaceutical Co.Ltd(300199) 2022 restricted stock incentive plan, this incentive plan and this plan
This draft refers to the Hybio Pharmaceutical Co.Ltd(300199) 2022 restricted stock incentive plan (Draft)
Restricted stock and class II restricted stock refer to the shares of the company obtained and registered by the institutional stock after meeting the corresponding attribution conditions
In accordance with the provisions of this incentive plan, the directors, senior managers and other personnel deemed necessary by the board of directors of the company that obtains restricted shares (including branches and stock holding subsidiaries, the same below)
The validity period refers to the period from the date of the first grant of restricted shares to the date when all the restricted shares granted to the incentive object are vested or invalid, and the maximum period shall not exceed 60 months
The date of grant of shares to the company refers to the date of grant of restricted shares to the company
The grant price refers to the price determined by the company to grant restricted shares to the incentive object and the incentive object obtains the shares of the company
Attribution refers to the behavior of a listed company to register its shares in the account of the incentive object after the restricted stock incentive object meets the benefit conditions
Vesting date refers to the date on which the authorized shares are registered after the restricted stock incentive object meets the benefit conditions. It must be the trading day
Attribution conditions refer to the benefit conditions set up by the restricted stock incentive plan, and the incentive object is to obtain the incentive stock
Remuneration and assessment committee refers to the remuneration and assessment committee under the board of directors
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
The Administrative Measures refer to the administrative measures for equity incentive of listed companies
The self regulatory guide refers to the self regulatory guide for companies listed on the gem of Shenzhen Stock Exchange No. 1 - business handling
The articles of association refers to the Hybio Pharmaceutical Co.Ltd(300199) articles of association
CSRC refers to the China Securities Regulatory Commission
Stock exchange and Shenzhen Stock Exchange refer to Shenzhen Stock Exchange
Securities Depository and clearing institution refers to Shenzhen Branch of China Securities Depository and Clearing Corporation Limited
Yuan, 10000 yuan and 100 million yuan refer to RMB yuan, 10000 yuan and 100 million yuan
Note: 1. The financial data and financial indicators quoted in the draft refer to the financial data in the consolidated statement and the financial indicators calculated based on such financial data unless otherwise specified.
2. In this draft, the difference in the mantissa between the sum of some total numbers and each detailed number is caused by rounding.
Chapter II purpose and principle of the 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 interests of the company and the personal interests of the core team, and make all parties pay common attention to the long-term development of the company, on the premise of fully protecting the interests of shareholders, in accordance with the principle of reciprocity of incentive and restraint, This incentive plan is formulated in accordance with the company law, securities law, administrative measures, self regulatory guidelines and other relevant laws, regulations, normative documents and the articles of association. 1、 Purpose of this incentive plan
(I) fully mobilize the enthusiasm of the company's core team, enable the company to grow, enhance shareholder value and safeguard owner's equity;
(II) improve the long-term incentive and restraint system and form a benefit sharing and risk sharing mechanism among shareholders, the company and employees;
(III) help the management to balance short-term goals and long-term goals, and support the realization of the company's strategy and long-term sustainable development;
(IV) attract and retain excellent management talents and business backbone to ensure the long-term development of the company.
2、 Principles for formulating this incentive plan
(I) adhere to the interests of shareholders, the company and employees
