Stock abbreviation: Pharmaron Beijing Co.Ltd(300759) Stock Code: Pharmaron Beijing Co.Ltd(300759) Pharmaron Beijing Co.Ltd(300759)
Summary of 2022 A-share restricted stock incentive plan (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.
hot tip
I The Pharmaron Beijing Co.Ltd(300759) 2022 A-share restricted stock incentive plan (Draft) (hereinafter referred to as “the incentive plan”) is formulated by Pharmaron Beijing Co.Ltd(300759) (hereinafter referred to as ” Pharmaron Beijing Co.Ltd(300759) ,” 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 Listing Rules of Shenzhen Stock Exchange gem (revised in December 2020) and the administrative measures for equity incentive of listed companies The guidelines for self-regulation of companies listed on the growth enterprise market of Shenzhen Stock Exchange No. 1 – business handling, other relevant laws, administrative regulations, normative documents, the articles of association and other relevant provisions were formulated.
2、 The incentive form adopted in this incentive plan is restricted stock (the second type of restricted stock). The stock source is the company’s RMB A-share common stock issued by the company to the incentive object.
The incentive objects who meet the grant conditions of the incentive plan, after meeting the corresponding vesting conditions and vesting arrangements, will obtain A-share common shares of the company at the grant price during the vesting period, and these shares will be registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. The restricted shares granted to the incentive object shall not enjoy the rights of shareholders of the company before they are vested, and the above restricted shares shall not be transferred, used for guarantee or debt repayment.
3、 The number of restricted shares to be granted to incentive objects in the incentive plan is 1548800 shares, accounting for 0.20% of the total share capital of 794177098 shares on the announcement date of the draft incentive plan. This grant is a one-time grant without reserved rights and interests.
The 2019 restricted stock and stock option incentive plan approved by the company’s second extraordinary general meeting in 2019 and the 2021 A-share restricted stock incentive plan approved by the company’s first extraordinary general meeting in 2021, the second A-share shareholders’ meeting in 2021 and the second H-share shareholders’ meeting in 2021 are still being implemented. As of the announcement date of the draft incentive plan, the total number of subject shares involved in the equity incentive plan within the whole validity period of the company has not exceeded 20.00% of the total share capital of the company when the incentive plan was submitted to the general meeting of shareholders. The cumulative number of shares of the company granted by any incentive object in the incentive plan through the equity incentive plan within the whole validity period does not exceed 1.00% of the total share capital of the company.
4、 A total of 403 incentive objects are granted in this incentive plan, including the core managers, middle managers and technical backbones, grass-roots managers and technicians who worked in the company (including subsidiaries, the same below) when the company announced this incentive plan. Excluding the company’s directors, independent directors, supervisors, senior managers, foreign employees, shareholders or actual controllers holding more than 5% of shares alone or in total, as well as their spouses, parents and children.
5、 The grant price of restricted shares granted to the incentive object in the incentive plan is 58.38 yuan / share. From the date of announcement of the incentive plan to the date when the incentive object completes the ownership registration of restricted shares, if the company has matters such as conversion of capital reserve into share capital, distribution of stock dividends, dividend distribution, share subdivision or reduction, allotment and so on, the grant price and number of rights and interests 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 granting restricted shares to the date when all the restricted shares granted to the incentive object are vested or invalid, and the longest period shall not exceed 60 months.
7、 The restricted shares granted under the incentive plan will be vested in four phases after 12 months from the date of grant, and the proportion of each phase is 25%, 25%, 25% and 25% respectively.
The performance evaluation objectives of the restricted shares granted are shown in the table below:
Ownership arrangement performance assessment objectives
The first vesting period is based on the operating revenue in 2021, and the growth rate of operating revenue in 2022 is not less than 20%
The second attribution period is based on the operating revenue in 2021, and the growth rate of operating revenue in 2023 is not less than 40%
The third attribution period is based on the operating revenue in 2021, and the growth rate of operating revenue in 2024 is not less than 60%
The fourth attribution period is based on the operating income in 2021, and the growth rate of operating income in 2025 will not be less than 80%
Note: the above “operating income” refers to the audited operating income of the listed company.
8、 The company does not have the following circumstances under which equity incentive shall not be implemented as stipulated in the administrative measures for 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.
9、 The incentive objects of this incentive plan do not have the following circumstances that may not be incentive objects as stipulated in the administrative measures for 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.
10、 Pharmaron Beijing Co.Ltd(300759) commitment: the company will not provide loans and other forms of financial assistance for the incentive objects of the A-share restricted stock incentive plan to obtain restricted stocks through the plan, including providing guarantee for their loans.
11、 Pharmaron Beijing Co.Ltd(300759) commitment: there are no false records, misleading statements or major omissions in the information disclosure documents related to the incentive plan.
12、 The incentive object of the incentive plan promises that if the company does not comply with the arrangement of granting rights and interests or belonging rights and interests due to false records, misleading statements or major omissions in the information disclosure documents, the incentive object 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.
13、 The incentive plan can be implemented only after it is reviewed and approved by the special resolution of the general meeting of shareholders of the company.
14、 After the incentive plan is reviewed and approved by the general meeting of shareholders of the company, the company will convene the board of directors to grant rights and interests to the incentive objects in accordance with relevant regulations within 60 days, and complete the 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 and announce the termination of the incentive plan. According to the measures for the administration of equity incentives of listed companies and the self regulatory guidelines for companies listed on the gem of Shenzhen Stock Exchange No. 1 – business handling, the period during which rights and interests cannot be granted shall not be counted as 60 days.
15、 The implementation of this incentive plan will not result in the company’s equity distribution not meeting the listing conditions.
catalogue
Declare that 2 special tips Chapter 1 interpretation Chapter II purpose of this incentive plan Chapter III Management Organization of this incentive plan Chapter IV determination basis and scope of incentive objects Chapter V Rights and interests to be granted under this incentive plan Chapter VI list of incentive objects and distribution of rights and interests to be granted Chapter VII validity period, grant date, ownership arrangement and lock up period Chapter VIII grant price and determination method of restricted shares Chapter IX vesting and vesting conditions of restricted shares Chapter 10 adjustment methods and procedures of this incentive plan Chapter XI accounting treatment of restricted stocks Chapter XII implementation, grant, ownership, change and termination procedures of the incentive plan 25 Chapter XIII Supplementary Provisions twenty-eight
Chapter I interpretation
Unless otherwise specified, the following words have the following meanings in this article:
Interpretation item interpretation content
Pharmaron Beijing Co.Ltd(300759) , the company, the company and the listed company refer to Pharmaron Beijing Co.Ltd(300759)
Restricted stock incentive plan, this incentive plan and this plan refer to Pharmaron Beijing Co.Ltd(300759) 2022 A-share restricted stock incentive plan
Restricted shares and class II restricted shares refer to the shares of the company obtained and registered by incentive objects who meet the grant conditions of the incentive plan after meeting the corresponding benefit conditions
According to the provisions of this incentive plan, the incentive objects of the core managers, middle managers, technical backbone and grass-roots managers of the company (including subsidiaries) who obtain restricted shares refer to and technicians, excluding directors, independent directors, supervisors, senior managers, foreign workers Shareholders or actual controllers holding more than 5% of shares individually or jointly and their spouses, parents and children
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
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
The term of validity refers to the period from the date of the grant of restricted shares to the date when all the restricted shares granted to the incentive object are vested or invalid
Remuneration Committee refers to the remuneration and assessment committee of the board of directors of the company
CSRC refers to the China Securities Regulatory Commission
Stock exchange refers to Shenzhen Stock Exchange
China Securities Depository and Clearing Corporation refers to Shenzhen Branch of China Securities Depository and Clearing Corporation Limited
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
Listing Rules means
