Securities code: Sichuan Kelun Pharmaceutical Co.Ltd(002422) securities abbreviation: Sichuan Kelun Pharmaceutical Co.Ltd(002422) Announcement No.: 2022043 Sichuan Kelun Pharmaceutical Co.Ltd(002422)
About the company's 2021 restricted stock incentive plan (Revised Draft)
And related documents
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Sichuan Kelun Pharmaceutical Co.Ltd(002422) (hereinafter referred to as "the company") held the sixth meeting of the seventh board of directors and the fourth meeting of the seventh board of supervisors on November 29, 2021, deliberated and adopted the proposal on Sichuan Kelun Pharmaceutical Co.Ltd(002422) 2021 restricted stock incentive plan (Draft) and its summary and the proposal on Sichuan Kelun Pharmaceutical Co.Ltd(002422) 2021 restricted stock incentive plan implementation assessment management measures, And on November 30, 2021（ http://www.cn.info.com.cn. ）Relevant announcement documents such as Sichuan Kelun Pharmaceutical Co.Ltd(002422) 2021 restricted stock incentive plan (Draft) and its abstract were disclosed on the.
On December 7, 2021, the company held the 7th Meeting of the 7th board of directors and the 5th meeting of the 7th board of supervisors, deliberated and adopted the proposal on Sichuan Kelun Pharmaceutical Co.Ltd(002422) 2021 restricted stock incentive plan (Revised Draft) and its summary, and the proposal on Sichuan Kelun Pharmaceutical Co.Ltd(002422) 2021 restricted stock incentive plan implementation assessment management measures (Revised Draft), which was posted on cninfo.com on December 8, 2021（ http://www.cn.info.com.cn. ）The company disclosed the Sichuan Kelun Pharmaceutical Co.Ltd(002422) 2021 restricted stock incentive plan (Revised Draft) (hereinafter referred to as "the company's 2021 restricted stock incentive plan (Revised Draft)") and its abstract and other relevant announcement documents.
In order to better implement the equity incentive plan, after comprehensive evaluation and careful consideration, the company held the 11th meeting of the 7th board of directors and the 7th Meeting of the 7th board of supervisors on April 7, 2022 to discuss the scope of incentive objects, number of incentive objects, number of shares to be granted and distribution of rights and interests granted involved in the company's 2021 restricted stock incentive plan (Revised Draft) and its abstract and relevant documents The share based payment fees and amortization of granted rights and interests have been updated with reference to the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - business handling (hereinafter referred to as "self regulatory guidelines No. 1") and the listed companies of Shenzhen Stock Exchange. The main contents of this revision are as follows:
1、 The relevant contents of "special tips" in the company's 2021 restricted stock incentive plan (Revised Draft) and "II. Scope of incentive objects" in "Chapter IV basis and scope of incentive objects" are revised as follows:
Before revision:
Special note IV. there are 416 incentive objects granted by the incentive plan, including the core management personnel 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, senior managers, shareholders or actual controllers holding more than 5% of shares alone or in total, and their spouses, parents and children.
Chapter IV determination basis and scope of incentive objects
2、 Scope of incentive objects
The total number of incentive objects involved in this incentive plan is 416, including:
1. Core management personnel of the company;
2. Core technical (business) personnel of the company.
The above incentive objects do not include the company's directors, independent directors, supervisors, senior managers, shareholders or actual controllers who individually or jointly hold more than 5% of the company's shares and their spouses, parents and children. All incentive objects must have labor relations or labor relations with the company or its subsidiaries within the assessment period of the incentive plan.
Revised:
Special note IV. there are 399 incentive objects granted by the incentive plan, 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.
Chapter IV determination basis and scope of incentive objects
2、 Scope of incentive objects
The total number of incentive objects involved in this incentive plan is 399, including:
1. Senior management;
2. Core management personnel of the company;
3. Core technical (business) personnel of the company.
The above incentive objects do not include the company's directors, 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. Among the above incentive objects, the senior managers of the company must be appointed by the board of directors of the company. All incentive objects must have labor relations or labor relations with the company or its subsidiaries within the assessment period of the incentive plan.
2、 "Special notes" on the company's 2021 restricted stock incentive plan (Revised Draft) Part of the contents of "III. number of rights and interests to be granted by this incentive plan and its proportion in the total shares of the company" in "Chapter V Rights and interests to be granted by this incentive plan" and "I. list of incentive objects and distribution of rights and interests to be granted" in "Chapter VI list of incentive objects and distribution of rights and interests to be granted" are revised as follows:
Before revision:
Special note 3: the number of restricted shares to be granted to incentive objects in the incentive plan is 502634 million shares, accounting for 0.3510% of the total share capital of the company on the announcement date of the draft incentive plan.
Chapter V Rights and interests to be granted under the incentive plan
3、 The number of rights and interests to be granted under the incentive plan and its proportion in the total shares of the company
The number of restricted shares to be granted to the incentive objects in the incentive plan is 502634 million shares, accounting for 0.3510% of the total share capital of the company on the announcement date of the draft incentive plan. This grant is a one-time grant without reserved rights and interests.
Chapter VI list of incentive objects and distribution of rights and interests to be granted
1、 List of incentive objects and distribution of rights and interests to be granted
Name: the proportion of restricted rights and interests granted by the position in the number of shares (10000 shares) announced in the incentive plan and the proportion of total daily share capital
Core management personnel, core technology (industry)
5 Zhejiang Bangjie Holding Group Co.Ltd(002634) 100% 0.3510%
Personnel (416 in total)
Total 5 Zhejiang Bangjie Holding Group Co.Ltd(002634) 100% 0.3510%
Note: if there is any difference in the mantissa between the sum of part of the total number and each detailed number in this incentive plan, it is the result of the above percentage
If it is caused by rounding, the same below.
Revised:
Special note 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.
Chapter V Rights and interests to be granted under the incentive plan
3、 The number of rights and interests to be granted under the incentive plan and its proportion in the total shares of the company
The number of restricted shares to be granted to incentive objects in the incentive plan is 4868434 shares, accounting for 0.3415% of 1425422862 shares on the announcement date of the draft incentive plan, with no reserved rights and interests.
Chapter VI list of incentive objects and distribution of rights and interests to be granted
1、 List of incentive objects and distribution of rights and interests to be granted
Name: the proportion of restricted shares granted by position in the number of rights and interests granted by the incentive plan in the number of announcement votes (10000 shares) of the incentive plan and the proportion of total daily share capital
Fan Wendi, deputy general manager 15 3.08% 0.0105%
Liao Yihong, deputy general manager 121667 2.50% 0.0085%
Wang Liang, deputy general manager 5 1.03% 0.0035%
Core management personnel, core technology (business)
4546767 93.39% 0.3190%
Personnel (396 persons)
Total 4868434100.00% 0.3415%
Note: if there is any difference in the mantissa between the sum of some total figures and each detailed figure in this incentive plan, it is caused by the rounding of the above percentage results, the same below.
3、 The part of "II. Estimated impact of the implementation of restricted stocks on the operating performance of each period" in "Chapter XI accounting treatment of restricted stocks" of the company's 2021 restricted stock incentive plan (Revised Draft) is revised as follows:
Before revision:
Chapter XI accounting treatment of restricted stocks
2、 The impact of the implementation of restricted shares on the operating performance of each period is expected
The company grants 502634 million restricted shares to the incentive object. The fair value of the restricted shares is predicted according to the closing data of the trading day before the publication of the draft. It is estimated that the total amount of equity expenses granted this time is 440732 million yuan. The total amount of these expenses, as the incentive cost of the company's equity incentive plan, will be recognized by stages according to the proportion of lifting the restriction during the implementation of the incentive plan, and will be disbursed in operating profits and losses. According to the accounting standards, the specific amount shall be subject to the fair value of the shares calculated on the "actual grant date". Assuming that the company granted in December 2021, the amortization of the cost of restricted shares from 2022 to 2023 is as follows:
Unit: 10000 yuan
Amortization cost of restricted shares 20222023
4,407.32 3,305.49 1,101.83
Note: 1. The above expenses are predicted costs, and the actual costs are related to the grant price, the grant date, the closing price on the grant date, the number of grants and the best estimate of the number of unlocked equity instruments;
2. Draw the attention of shareholders to the possible dilution impact of the above share based payment expenses;
3. The final impact of the above amortization expense forecast on the company's operating performance shall be subject to the audit report issued by the accountant;
4. If there is any difference in the mantissa between the sum of the total and each detailed number in the above table, it is caused by rounding.
The cost of this incentive plan will be disbursed in the cost expense. Based on the current information, the company estimates that the amortization of the cost of the incentive plan will have an impact on the net profit of each year within the validity period without considering the positive effect of the incentive plan on the company's performance; Considering the positive effect of this incentive plan on the company's operation and development, so as to stimulate the enthusiasm of management and core backbone team, improve operation efficiency and reduce operation cost, the improvement of the company's performance brought by this incentive plan will be higher than the increase of expenses brought by it.
Revised:
Chapter XI accounting treatment of restricted stocks
2、 The impact of the implementation of restricted shares on the operating performance of each period is expected
The company grants 4868434 shares of restricted shares to the incentive objects. The fair value of the restricted shares is predicted according to the closing data of the trading day before the publication of the draft. It is estimated that the total amount of equity expenses granted this time is 428909 million yuan. The total amount of these expenses, as the incentive cost of the company's equity incentive plan, will be recognized by stages according to the proportion of lifting the restriction during the implementation of the incentive plan, and will be disbursed in operating profits and losses. According to the accounting standards, the specific amount shall be subject to the fair value of the shares calculated on the "actual grant date". Assuming that the company granted in May 2022, the amortization of the cost of restricted shares from 2022 to 2024 is as follows:
Unit: 10000 yuan
Amortization cost of restricted shares 20222023 2024
4,289.09 1,876.48
