Securities abbreviation: Sichuan Kelun Pharmaceutical Co.Ltd(002422) securities code: Sichuan Kelun Pharmaceutical Co.Ltd(002422) Sichuan Kelun Pharmaceutical Co.Ltd(002422)
2021 restricted stock incentive plan (Draft) (Second Revision) April 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
1、 The Sichuan Kelun Pharmaceutical Co.Ltd(002422) 2021 restricted stock incentive plan (Draft) (the second revision) (hereinafter referred to as "the incentive plan") is formulated by Sichuan Kelun Pharmaceutical Co.Ltd(002422) (hereinafter referred to as " Sichuan Kelun Pharmaceutical Co.Ltd(002422) ," 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 other relevant laws, administrative regulations and normative documents, And the articles of association.
2、 The incentive form adopted in this incentive plan is restricted stock. The stock source is the company's A-share common stock repurchased from the secondary market.
3、 The number of restricted shares to be granted to the incentive objects in the incentive plan is 4868434 shares, accounting for 0.3415% of the total share capital of 1425422862 shares on the announcement date of the draft incentive plan.
This incentive plan is the third equity incentive plan launched by the company. The company first launched the equity incentive plan on November 14, 2016, which was reviewed and approved by the third extraordinary general meeting of shareholders in 2016 and has been implemented. The second equity incentive plan launched by the company was reviewed and approved by the company's 2017 annual general meeting on May 31, 2018 and has been 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 10.00% of the total share capital of the company. 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、 The total number of incentive objects granted by the incentive plan is 399, including senior managers, core managers and core technical (business) personnel who worked in the company (including subsidiaries, the same below) when the company announced the incentive plan. Excluding directors, independent directors, supervisors, shareholders or actual controllers holding more than 5% of shares alone or in total and their spouses, parents and children.
5、 The grant price of restricted shares granted to the incentive object in the incentive plan is 10 yuan / share. During the period from the date of announcement of the incentive plan to the completion of the restricted stock registration of the incentive object, 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 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 restricted shares granted to the incentive object are lifted or repurchased, and the maximum period shall not exceed 36 months.
7、 The restricted shares granted under this incentive plan will be released in two phases after the expiration of 12 months from the date of grant, and the proportion of releasing the restrictions in each phase is 50% and 50% respectively.
The arrangements for the release of restricted shares granted and the performance evaluation objectives are shown in the table below:
Performance assessment objectives during the lifting of sales restrictions
The net profit attributable to shareholders of Listed Companies in 2022 during the first period of lifting the restrictions on sales shall not be less than 1.2 billion yuan
The net profit attributable to the shareholders of the listed company in 2023 during the second lifting period shall not be less than 1.44 billion yuan
Note: 1. The above "net profit attributable to shareholders of listed companies" refers to the audited net profit attributable to shareholders of listed companies; 2. During the performance evaluation period of this incentive plan, the impact of share based payment expenses arising from this and other equity incentive plans and employee stock ownership plans shall be excluded when calculating the net profit attributable to the shareholders 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、 Sichuan Kelun Pharmaceutical Co.Ltd(002422) commitment: the company will not provide loans or other forms of financial assistance for the incentive objects of the restricted stock incentive plan to obtain restricted stocks through the plan, including providing guarantee for their loans. 11、 Sichuan Kelun Pharmaceutical Co.Ltd(002422) 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 exercising 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 relevant procedures such as registration and announcement. 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 incentive of listed companies and the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 - business handling of Shenzhen Stock Exchange, the period during which rights and interests cannot be granted shall not be counted within 60 days. 15、 The implementation of this incentive plan will not result in the company's equity distribution not meeting the listing conditions.
16、 The performance assessment objectives involved in the lifting of restrictions on the sale of restricted shares in the incentive plan are reasonable estimates based on the expectation of the future business environment and the incentive effect of the incentive plan, and do not constitute the company's performance prediction and substantive commitment to investors.
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 9 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, sales restriction period, lifting of sales restriction arrangement and lock up period Chapter VIII grant price and determination method of restricted shares Chapter IX grant and release of restricted shares Chapter 10 adjustment methods and procedures of this incentive plan Chapter XI accounting treatment of restricted stocks Chapter XII implementation, grant, release, change and termination procedures of the incentive plan Chapter XIII other rights / obligations of the company Chapter XIV handling of the incentive plan in case of changes in the company / incentive object Chapter 15 repurchase and cancellation of restricted shares 38 Chapter 16 Supplementary Provisions forty-one
Chapter I interpretation
Unless otherwise specified, the following words have the following meanings in this article:
Interpretation item interpretation content
The company, the company and Sichuan Kelun Pharmaceutical Co.Ltd(002422) refer to Sichuan Kelun Pharmaceutical Co.Ltd(002422)
Restricted stock incentive plan, this incentive plan and this plan refer to Sichuan Kelun Pharmaceutical Co.Ltd(002422) 2021 restricted stock incentive plan (Draft) (Second Revision)
Restricted shares refer to the shares of the company whose transfer and other rights are restricted according to the conditions specified in the incentive plan
Incentive objects refer to the senior managers, core managers and core technical (business) personnel of the company (including subsidiaries) who obtain restricted shares in accordance with the provisions of this incentive plan
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
If the conditions for the incentive object to exercise rights and interests set in the incentive plan have not been met, the restricted sale period refers to the period during which the restricted shares cannot be transferred, used for guarantee or repayment of debts, which shall be calculated from the date of completion of registration of the restricted shares granted to the incentive object
The period of lifting the restriction on sale refers to the period during which the restricted shares held by the incentive object are lifted and can be listed and circulated after the conditions for lifting the restriction on sale specified in the incentive plan are met
The conditions for lifting the restriction on sale refer to the conditions that must be met for the restricted shares obtained by the incentive object to be lifted according to the incentive plan
The term of validity refers to the period from the date of grant of restricted shares to the date when all restricted shares are lifted or repurchased and cancelled
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
The Administrative Measures refer to the administrative measures for equity incentive of listed companies
The articles of association refers to the Sichuan Kelun Pharmaceutical Co.Ltd(002422) articles of association
The company's assessment management measures refer to the assessment management measures for the implementation of restricted stock incentive plan in Sichuan Kelun Pharmaceutical Co.Ltd(002422) 2021 (Revised Version)
Yuan / 10000 yuan / 100 million yuan refers to RMB yuan / 10000 yuan / 100 million yuan, the legal currency unit of the people's Republic of China
Chapter II purpose of the incentive plan
In order to further establish
