Pharmaron Beijing Co.Ltd(300759) measures for the administration of the assessment of the implementation of the A-share restricted stock incentive plan in 2022
Pharmaron Beijing Co.Ltd(300759) (Beijing) new drug Technology Co., Ltd
Management measures for assessment of the implementation of A-share restricted stock incentive plan in 2022
Pharmaron Beijing Co.Ltd(300759) (Beijing) new drug Technology Co., Ltd. (hereinafter referred to as “the company”) to further improve the corporate governance structure, establish and improve the company’s long-term incentive and restraint mechanism, attract and retain core managers, middle managers, technical backbone and grass-roots managers and technicians, fully mobilize their enthusiasm and creativity, and effectively improve the cohesion of the core team and the core competitiveness of the enterprise, Effectively combine the interests of shareholders, the company and the core team, so that all parties can jointly pay attention to the long-term development of the company and ensure the realization of the company’s development strategy and business objectives. On the premise of fully protecting the interests of shareholders, The company has formulated the 2022 A-share restricted stock incentive plan (Draft) of Pharmaron Beijing Co.Ltd(300759) (Beijing) new drug Technology Co., Ltd. (hereinafter referred to as “the equity incentive plan” or “the incentive plan”).
In order to ensure the smooth implementation of the equity incentive plan of the company, the measures are hereby formulated 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 relevant laws, administrative regulations, normative documents and the relevant provisions of the articles of association, and in combination with the actual situation of the company.
Article 1 purpose of assessment
The purpose of formulating these measures is to strengthen the planning of the implementation of the company’s equity incentive plan, quantify the specific objectives set by the company’s equity incentive plan, promote the scientific, standardized and institutionalized assessment management of incentive objects, and ensure the realization of various performance indicators of the company’s equity incentive plan; At the same time, guide the incentive object to improve work performance, improve work ability, objectively and fairly evaluate the performance and contribution of employees, so as to provide objective and comprehensive evaluation basis for the implementation of this incentive plan.
Article 2 assessment principle
(I) adhere to the principles of fairness, impartiality and openness, and evaluate the incentive objects in strict accordance with these measures; (II) combination of assessment indicators with the company’s medium and long-term development strategy and annual business objectives; Combine with the work performance, work ability and work attitude of the incentive object.
Article 3 scope of assessment
The measures are applicable to all incentive objects determined in the incentive plan, specifically including the company’s (including subsidiaries) core management personnel, middle-level management personnel and technical backbone, grass-roots management personnel and technical personnel, excluding Pharmaron Beijing Co.Ltd(300759) directors, independent directors, supervisors, senior management personnel, foreign employees and those who hold 5% or more shares alone or in total
Pharmaron Beijing Co.Ltd(300759) measures for the administration of the assessment of the implementation of the A-share restricted stock incentive plan in 2022
Shareholders or actual controllers and their spouses, parents and children. All incentive objects must work in the company or subsidiaries within the assessment period of the incentive plan and have signed labor contracts or employment contracts with the company or subsidiaries. Article 4 assessment organization and executive organization
(I) the remuneration and assessment committee of the board of directors is responsible for leading and reviewing the assessment of incentive objects; (II) the company’s human resources department, finance department, internal audit department and other relevant departments are responsible for specific assessment work and reporting to the salary and assessment committee;
(III) the human resources department, finance department, internal audit 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;
(IV) the board of directors of the company is responsible for reviewing the assessment results.
Article 5 performance appraisal indicators and standards
Whether the rights and interests granted to the incentive object can be attributed will be jointly determined according to the assessment results of the company and the incentive object.
(I) performance assessment requirements at the company level:
The incentive plan will assess the company’s performance indicators by year in the fiscal year from 2022 to 2025, so as to achieve the performance assessment goal as one of the ownership conditions of the incentive object in the current year. The performance assessment objectives and attribution proportion of the incentive plan are as follows:
Ownership arrangement performance assessment objectives
The first attribution period is based on 2021, and the growth rate of operating revenue in 2022 is no less than 20%
The second attribution period is based on 2021, and the growth rate of operating revenue in 2023 is no less than 40%
The third attribution period is based on 2021, and the growth rate of operating revenue in 2024 is no less than 60%
The growth base in 2025 is not lower than 80% in 2021
Note: the above “operating income” refers to the audited operating income of the listed company.
During the vesting period, the company shall handle the registration of stock vesting for the incentive objects that meet the vesting conditions. If the current performance level of the company fails to meet the performance assessment target conditions in each attribution period, all the restricted stocks that can be attributed to all incentive objects in the corresponding assessment year will be cancelled and invalidated.
(II) performance appraisal requirements at the individual level of incentive objects:
The individual level assessment of incentive objects shall be implemented according to the relevant internal performance assessment systems of the company. The individual assessment and evaluation results of incentive objects are divided into “qualified” and “unqualified”, and the corresponding ownership proportion is shown in the table below
Pharmaron Beijing Co.Ltd(300759) measures for the administration of the assessment of the implementation of the A-share restricted stock incentive plan in 2022
As shown in:
Qualified or unqualified evaluation results
Ownership ratio 100% 0%
On the premise of the achievement of the company’s performance objectives, if the individual performance appraisal results of the incentive object in the previous year are qualified, all the restricted shares of the incentive object in the corresponding appraisal year can be attributed; If the individual performance appraisal result of the incentive object in the previous year is unqualified, the restricted shares of the incentive object in the corresponding appraisal year shall not be vested, and shall be invalid.
Article 6 assessment procedure
The human resources department, finance department, internal audit department and other relevant departments of the company are responsible for the specific assessment work under the guidance of the remuneration and assessment committee, save the assessment results, form a performance assessment report on this basis and submit it to the remuneration and assessment committee. The board of directors of the company is responsible for reviewing the assessment results.
Article 7 assessment period and times
(I) assessment period
The fiscal year prior to the ownership of each restricted stock of the incentive object.
(II) assessment times
The assessment year of the incentive plan is four fiscal years from 2022 to 2025, which will be assessed once a year.
Article 8 management of assessment results
(I) feedback and application of assessment results
1. The appraisee has the right to know his own appraisal results, and the employee’s direct supervisor shall notify the appraisee of the appraisal results within 5 working days after the appraisal.
2. If the appraisee has any objection to his / her assessment results, he / she can communicate and solve it in the human resources department, finance department, internal audit department and other relevant departments. If it cannot be solved through communication, the assessed object can appeal to the salary and assessment committee, which shall review and determine the final assessment result or grade within 10 working days. 3. The assessment results shall be used as the basis for the ownership of restricted stocks.
(II) filing of assessment records
1. After the assessment, the human resources department, finance department, internal audit department and other relevant departments shall keep all assessment records and files of performance assessment. The assessment results shall be kept as confidential information.
Pharmaron Beijing Co.Ltd(300759) measures for the administration of the assessment of the implementation of the A-share restricted stock incentive plan in 2022
2. In order to ensure the effectiveness of the performance record, no alteration is allowed on the performance record. If it needs to be modified or recorded again, it must be signed by the evaluation recorder.
3. The retention period of performance appraisal records is 5 years. The documents and records beyond the retention period shall be uniformly destroyed by the remuneration and assessment committee of the board of directors of the company.
Article 9 supplementary provisions
(I) the board of directors is responsible for formulating, interpreting and revising these measures.
(II) if the relevant provisions in these measures conflict with the relevant national laws, administrative regulations, normative documents and the draft equity incentive plan, they shall be implemented in accordance with the relevant national laws, administrative regulations, normative documents and the draft equity incentive plan. If there is no explicit provision in these measures, it shall be implemented in accordance with relevant national laws, administrative regulations, normative documents and this equity incentive plan.
(III) these Measures shall be implemented from the date of deliberation and approval by the general meeting of shareholders and after the equity incentive plan takes effect Pharmaron Beijing Co.Ltd(300759) (Beijing) new drug Technology Co., Ltd. board of directors March 2022
