Haisco Pharmaceutical Group Co.Ltd(002653)
And
Huatai United Securities Co., Ltd
Reply to the letter on the preparation for the meeting of the non-public development bank stock issuance and Examination Committee of Haisco Pharmaceutical Group Co.Ltd(002653) Pharmaceutical Group Co., Ltd
Sponsor (lead underwriter)
(401, building B7, Qianhai Shenzhen Hong Kong fund Town, 128 guiwan fifth road, Nanshan street, Qianhai Shenzhen Hong Kong cooperation zone, Shenzhen) China Securities Regulatory Commission:
We have received the letter on making preparations for the meeting of the stock issuance and Examination Committee of Haisco Pharmaceutical Group Co.Ltd(002653) non-public development banks (hereinafter referred to as the “notification letter”) issued by your association on March 29, 2022 Haisco Pharmaceutical Group Co.Ltd(002653) (hereinafter referred to as ” Haisco Pharmaceutical Group Co.Ltd(002653) ,” company “and” issuer “) and the sponsor Huatai United Securities Co., Ltd. (hereinafter referred to as” sponsor “) The issuer’s lawyer, Beijing Zhonglun law firm (hereinafter referred to as “the issuer’s lawyer”, “the lawyer”) and the issuer’s accountant, ShineWing Certified Public Accountants (special general partnership) (hereinafter referred to as “the issuer’s accountant”, “the accountant”) and other relevant parties have explained, verified and implemented the issues listed in the notice one by one. The reply is as follows (hereinafter referred to as “the reply to this notice”) for review.
Unless otherwise specified, the abbreviations or terms in the reply to this notification letter have the same meanings as those in the due diligence report of Huatai United Securities Co., Ltd. on Haisco Pharmaceutical Group Co.Ltd(002653) non-public development of A-share shares (hereinafter referred to as the “due diligence report”).
The questions listed in the feedback are in bold
Responses to the questions listed in the feedback
Verification opinions of intermediary institutions
catalogue
Question 1 about equity incentive 4 question 2 about Serano Medical 17 question 3 about the revenue and gross profit margin of main products 22 question 4 about asset impairment twenty-six
Question 1 about equity incentive
In 2019, Haisco Pharmaceutical Group Co.Ltd(002653) pharmaceutical implemented the first phase of restricted stock incentive plan. The assessment target in 2020 is the net profit attributable to the parent company of 540 million yuan. On September 4, 2020, the applicant transferred the relevant rights and interests of hc-1119 to Haichuang pharmaceutical, with a total transfer consideration of 260 million yuan, and 110 million yuan has been received in 2020. On October 15, 2020, the applicant transferred 63.41% of the equity of Chengdu Celano to Wang Junmin and fan Xiulian, with a total price of 322 million yuan, and the investment income of 272 million yuan was recognized in the current period. The assessment index of 2021 is the net profit attributable to the parent company of 675 million yuan. From January to September 2021, the net profit attributable to the parent company was 275099100 yuan, including the transfer income of FT holdings of 2208448 million yuan.
The applicant is requested to: (I) explain the assessment indicators of the first equity incentive scheme, and whether the net profit indicators are treated according to the principle of deducting the lower of the non net profit and net profit; (II) explain the beneficiaries of the first equity incentive scheme, their positions in the applicant, the number of shares granted, the grant price, the assessment objectives, the profits of equity incentive, etc; (III) whether the income from the transfer of the above assets is included in the assessment indicators; (IV) explain the reason and rationality of employing ShineWing Certified Public Accountants (special general partnership) to audit and evaluate Beijing zhongtianhe asset evaluation Co., Ltd. when transferring the equity of Chengdu Celano, and failing to audit and evaluate when transferring the controlling equity of FT; (V) further explain the specific steps and operation process of equity transfer in the license -0ut mode, compare the similar transactions of comparable companies in the industry, and explain the collection since the signing of the agreement on the transfer of FT holding equity in March 2021; (VI) whether the accounting treatment of relevant asset transfer complies with relevant regulations and whether the treatment of assessment objectives is conducive to protecting the interests of small and medium-sized investors. The recommendation institution and the applicant’s accountant shall explain the verification process and basis, and express clear verification opinions. reply:
1、 Issuer description
(I) describe the assessment indicators of the first equity incentive scheme, including whether the net profit indicator is treated according to the principle of deducting the lower of the non net profit and net profit
The assessment indicators of the first equity incentive scheme will be jointly determined according to the assessment results of the company and incentive objects: 1. Performance assessment conditions at the company level
As for the company’s performance conditions to be met when unlocking, the evaluation period of this incentive plan is four fiscal years, and the evaluation is conducted once in each fiscal year. For restricted stocks whose unlocking period exceeds the above assessment period (including the first grant and reserved part), the company’s performance assessment conditions will not be set.
The annual performance assessment objectives of restricted shares granted for the first time are shown in the table below:
Performance assessment objectives of the company in the unlocking period
In the first unlocking period, the net profit in 2019 shall not be less than 450 million yuan;
In the second unlocking period, the net profit in 2020 shall not be less than 540 million yuan;
In the third unlocking period, the net profit in 2021 shall not be less than 675 million yuan;
In the fourth unlocking period, the net profit in 2022 will not be less than 878 million yuan.
Note: the above net profit indicators are calculated based on the net profit attributable to the shareholders of the listed company.
For the reserved part granted in 2019, the performance assessment objectives of each year are consistent with those granted for the first time; For the reserved part granted in 2020, the annual performance assessment objectives are shown in the table below:
Performance assessment objectives of the company in the unlocking period
In the first unlocking period, the net profit in 2020 shall not be less than 540 million yuan;
In the second unlocking period, the net profit in 2021 will not be less than 675 million yuan;
In the third unlocking period, the net profit in 2022 will not be less than 878 million yuan.
In the fourth unlocking period, the net profit in 2023 will not be less than 1.141 billion yuan.
Note: the above net profit indicators are calculated based on the net profit attributable to the shareholders of the listed company.
If the company fails to meet the above performance assessment objectives, the restricted shares that can be lifted in the assessment year of all incentive objects shall not be lifted, and the corresponding restricted shares shall be repurchased and cancelled by the company. The repurchase price is the sum of the grant price and the interest of the bank deposit interest rate in the same period. 2. Performance assessment conditions at individual level
The incentive object can only be unlocked if the company reaches the above company performance appraisal objectives and the individual post performance appraisal standards in the previous year. The specific unlocking proportion is determined according to the individual performance appraisal results of the incentive object.
The individual performance appraisal of incentive objects shall be implemented in accordance with the administrative measures for the implementation and appraisal of the first phase of restricted stock incentive plan of Haisco Pharmaceutical Group Co.Ltd(002653) Pharmaceutical Co., Ltd. and the current performance appraisal system of the company. The individual performance appraisal is divided into four grades (excellent, good, qualified and unqualified). The corresponding proportion of lifting the sales restriction of each appraisal grade is as follows:
Incentive object type excellent good qualified unqualified
Core business (Technology) backbone 100% 80% 60% 0
Management personnel and business (technical) backbone 100% 85% 70% 0
Other 100% 90% 75% 0
Note: the actual amount of sales restriction lifted by individuals in the current year = the lifting proportion × The individual plans to lift the sales restriction limit in the current year. The restricted shares that cannot be released in the current year of incentive evaluation shall be repurchased and cancelled by the company, and the repurchase price shall be the sum of the grant price and the interest of the bank’s deposit interest rate in the same period.
The performance appraisal of directors and senior managers is directly in the charge of the remuneration and performance Committee, and other incentive objects are organized and evaluated by the company’s human resources center, who is responsible for issuing the performance appraisal report and submitting it to the chairman of the company, who will submit it to the remuneration and performance Committee after approval. Finally, the salary and performance Committee shall review and confirm the evaluation results of all the evaluated objects.
Therefore, the net profit index in the assessment index takes the net profit attributable to the shareholders of the listed company as the calculation basis, and is not treated according to the principle of deducting non post net profit or net profit, whichever is lower.
At the same time, according to the measures for the administration of equity incentive of listed companies and the stock listing rules of Shenzhen Stock Exchange, it is not required that the net profit index in the equity incentive assessment scheme should be treated according to the principle of deducting the lower of non net profit and net profit.
In addition, after inquiry, some listed companies in the pharmaceutical industry on the main board of Shenzhen Stock Exchange launched equity incentive schemes, in which the net profit was not agreed to be treated according to the principle of deducting non net profit or the lower of net profit. In particular, the net profit agreed in the Yifan Pharmaceutical Co.Ltd(002019) 2019 restricted stock incentive plan (Draft) clearly takes “the higher of the audited net profit attributable to the shareholders of the listed company and the audited net profit attributable to the shareholders of the listed company deducting non operating profit and loss” as the calculation basis. The above incentive schemes include the non recurring profit and loss realized by the company into the performance assessment conditions at the company level.
No. agreement on the basis of net profit calculation in the equity incentive plan of listed companies
“Net profit” of Tus- Pharmaceutical Group Co.Ltd(000590) Group Corporation refers to the audited net profit attributable to shareholders of restricted stock of listed company 1 Tus- Pharmaceutical Group Co.Ltd(000590) company in 2022 (consolidated basis), but excluding the influence of share based payment fees of this ( Tus- Pharmaceutical Group Co.Ltd(000590) . SZ) incentive plan (Draft) and other incentive plans as the calculation basis
Sichuan Kelun Pharmaceutical Co.Ltd(002422) Sichuan Sichuan Kelun Pharmaceutical Co.Ltd(002422) shares have “net profit attributable to shareholders of listed companies”, which refers to the net profit stock incentive plan attributable to shareholders of listed companies audited by 2 ( Sichuan Kelun Pharmaceutical Co.Ltd(002422) . SZ) Limited company in 2021 (Draft)
Hubei Guangji Pharmaceutical Co.Ltd(000952) Hubei Hubei Guangji Pharmaceutical Co.Ltd(000952) shares “net profit” refers to the audited net profit of the listed company. The value of 3 ( Hubei Guangji Pharmaceutical Co.Ltd(000952) . SZ) Limited company in 2021 and excluding the impact of share based payment of share based incentive plan (Draft) expenses of this and other incentive plans is used as the calculation basis
4. The “net profit” of Southern Shuanglin biopharmaceutical shares of Shuanglin biology refers to the net profit attributable to the owner of the parent company
No. agreement on the basis of net profit calculation in the equity incentive plan of listed companies
( Pacific Shuanglin Bio-Pharmacy Co.Ltd(000403) . SZ) share profits of the company in 2020
Options and restricted stocks
Incentive plan (Draft)
Yunnan Baiyao Group Co.Ltd(000538) Yunnan Baiyao Group Co.Ltd(000538) Group Co., Ltd
5 ( Yunnan Baiyao Group Co.Ltd(000538) . SZ) net profit attributable to shareholders of Listed Companies in 2020 stock period
Right incentive plan (Draft)
“Net profit” refers to the audited net profit attributable to the shareholders of Yifan Pharmaceutical Co.Ltd(002019) Yifan Pharmaceutical Co.Ltd(002019) Co., Ltd. of the listed company and the audited net profit incentive plan attributable to the shareholders of the restricted stock company of listed 6 ( Yifan Pharmaceutical Co.Ltd(002019) . SZ) in 2019 after deducting non operating profit and loss (Draft) Whichever is higher, and the value excluding the impact of the planned share based payment fee shall be used as the calculation basis
Therefore, the net profit index in the assessment index of the issuer takes the net profit attributable to the shareholders of the listed company as the calculation basis, and is not treated according to the principle of deducting the lower of the net profit and the net profit. It is in line with the relevant provisions of the measures for the Administration of equity incentive of listed companies and the Listing Rules of Shenzhen Stock Exchange, and there is no significant difference from the calculation basis of net profit in the equity incentive scheme of Listed Companies in the same industry.
(II) explain the beneficiaries of the first equity incentive scheme, their positions in the applicant, the number of shares granted, the grant price, the assessment objectives, the profit of equity incentive, etc
The beneficiaries of the first equity incentive scheme (including reserved grant), the positions held by the applicant, the number of shares granted, the grant price and the profit of equity incentive are as follows:
Number of shares granted (10000) grant price shares lifted in 2020 shares lifted in 2021
