Yifan Pharmaceutical Co.Ltd(002019)
Yifan Pharmaceutical Co., Ltd. executive compensation management system
(revised in April 2002)
catalogue
Chapter I General Provisions Chapter II Management Organization Chapter III composition of salary Chapter IV assessment and implementation procedures 6 Chapter V Supplementary Provisions seven
Chapter I General Provisions
Article 1 in order to promote Yifan Pharmaceutical Co.Ltd(002019) (hereinafter referred to as “the company”) to establish an incentive and restraint mechanism compatible with the modern enterprise system, effectively mobilize the enthusiasm, initiative and creativity of senior executives, improve the level of enterprise operation and management, and promote the growth of enterprise benefits, in accordance with the company law of the people’s Republic of China, the guidelines for the governance of listed companies and other laws and regulations and the relevant provisions of Yifan Pharmaceutical Co.Ltd(002019) articles of association, This system is formulated in combination with the actual situation of the company.
Article 2 the term “senior management personnel” as mentioned in this system refers to the following personnel:
(I) president;
(II) vice president;
(III) secretary of the board of directors;
(IV) chief financial officer.
Article 3 the distribution and assessment of the company’s senior executives shall take the economic benefits of the enterprise as the starting point, conduct a comprehensive assessment according to the company’s annual business plan and the work objectives of the senior executives, and determine the annual salary distribution of the senior executives according to the assessment results.
Article 4 the remuneration of senior executives of the company shall be determined in accordance with the following principles:
(I) the principle of distribution according to work and the combination of responsibility, right and benefit;
(II) the principle of linking the income level with the company’s benefits and work objectives;
(III) the principle of combining remuneration with the long-term interests of the company;
(IV) the principle of open, fair and transparent salary standards.
Chapter II Management Organization
Article 5 board of directors
(I) examine and approve the formulation of the company’s executive compensation management system.
(II) approve and formulate the annual performance objectives and tenure performance objectives of the company’s senior management team, and conduct performance appraisal on the president and senior management team.
Article 6 remuneration and assessment committee
(I) draft and propose the salary management system for senior executives of the company and submit it to the board of directors for approval.
(II) examine and approve the implementation measures for annual performance appraisal of senior executives of the company.
(III) supervise the implementation of the company’s salary system.
(IV) check the performance of duties of senior executives of the company.
Article 7 president
(I) according to this system, put forward the specific measures for the annual performance appraisal of the company’s senior executives, report to the salary and Appraisal Committee for approval and organize the implementation.
(II) review and confirm the annual work assessment objectives of the vice president, the Secretary of the board of directors and the chief financial officer (hereinafter referred to as the vice president and other senior executives), and sign the letter of responsibility.
(III) lead the establishment of a performance appraisal team to be responsible for the daily work of performance appraisal of senior executives.
(IV) organize semi annual assessment and annual assessment of senior executives.
(V) according to the regulations of this system and the specific measures for performance appraisal, formulate the performance salary distribution and reward of senior executives.
Chapter III composition of salary
Article 8 the remuneration of senior executives consists of three parts: basic remuneration, performance remuneration and reward.
Article 9 basic salary
The basic salary is mainly determined by considering the position, responsibility, ability, market salary and other factors, and is paid on a monthly basis. The basic salary standards of the president, vice president and other senior executives of the company are as follows:
The annual basic salary of the president is 480000 yuan;
The annual basic salary of vice president and other senior executives is 25 Shenzhen Centralcon Investment Holding Co.Ltd(000042) 0000 yuan.
Article 10 performance compensation
(I) performance pay is based on the base of performance pay, which is obtained according to the company’s senior management team’s completion of the overall annual performance objectives issued by the board of directors and the assessment of senior management’s completion of personal annual work objectives. Performance compensation shall be paid within one month after the completion of annual audit.
The company’s performance salary base is: 200000 yuan for the president; Vice president and other senior executives: RMB 1 Ping An Bank Co.Ltd(000001) 80000. (II) the indicators of performance salary assessment shall include the following three parts:
Part I: completion of annual performance objectives of senior management team.
Part II: completion of annual business objectives, key projects and major measures.
Part III: completion of other management requirements and indicators.
(III) the total score of the annual assessment of senior executives is linked to the performance salary. The performance salary actually obtained by senior executives should be 0 ~ 130% of their performance salary base.
Article 11 rewards
(I) reward refers to the incentive to the senior management team when the senior management team exceeds the annual profit target issued by the board of directors. There is no reward for failing to meet the profit target.
(II) when the senior management team exceeds the annual profit target issued by the board of directors, the senior management team reward can be withdrawn at the proportion of 1-6% of the excess profit, up to 5 times of the total annual basic salary and performance salary base of the senior management team.
(III) award distribution
1. The rewards shall be calculated cumulatively during the term of office of senior executives. In case of failure to achieve the profit target in the previous year during the term of office, the outstanding profit target of the previous year shall be deducted first, and then the reward of the current year shall be calculated.
2. The current year’s awards shall be paid at 70% of the total amount of awards, and the balance shall be paid once within four months after the expiration of the term of office if no circumstances specified in Article 12 are found.
3. The President shall determine the distribution scheme of the reward according to the performance appraisal score of each senior executive, post weight and other factors. The reward that should be paid in the current year (70% of the total reward) shall be paid within one month after the accounting firm completes the annual audit.
Article 12 in case of any of the following circumstances during the term of office, the annual performance appraisal shall be zero, and the annual performance salary and reward shall not be paid. If they have been paid, they shall also be recovered:
(I) seriously violating various rules and regulations of the company and being punished by more than serious warning within the company; (II) seriously damaging the interests of the company;
(III) the annual financial accounting report is issued with qualified opinions, negative opinions or audit reports that cannot express opinions by accounting firms and certified public accountants;
(IV) being administratively punished by the CSRC or publicly condemned or declared inappropriate by the Shenzhen stock exchange due to major violations of laws and regulations;
(V) leaving, resigning or being dismissed without authorization for personal reasons;
(VI) other circumstances under which the board of Directors considers that the annual performance salary and reward should not be paid.
Chapter IV assessment and implementation procedures
Article 13 the senior management assessment shall be implemented by the assessment team.
The assessment results shall be submitted to the salary and Assessment Committee for approval and confirmation.
Article 14 according to the overall annual business objectives of the company and in combination with the division of labor, the senior executives themselves shall put forward the work objectives and key work (assessment items) in charge of the next year at the end of each year and suggest to apply to the audit team.
Article 15 according to the overall performance objectives of the company’s senior management team and the division of labor of each senior manager, the assessment team shall discuss and put forward the suggestions on the letter of objective responsibility of the vice president and other senior managers, and report it to the president for review and determination. The annual assessment objective of the president is mainly the annual performance objective of the company’s senior management team issued by the board of directors.
Article 16 before the beginning of the business year, the company and all senior executives shall sign the target responsibility letter respectively. The president, the Secretary of the board of directors and the chairman sign the target responsibility letter, and other senior executives sign the target responsibility letter with the president. The letter of target responsibility signed by senior executives will be used as the basis for the annual salary assessment of senior executives.
Article 17 after the end of the half year, the assessment team shall be responsible for the semi annual assessment of senior executives and feed back the assessment opinions to all the persons to be assessed.
Article 18 after the end of the business year, the senior executives shall make a written report to the assessment team. Then, the assessment team will carry out specific assessment operations, make unified forms, comprehensively evaluate and score the completion of the annual work objectives of the assessed according to the performance evaluation standards and procedures, and issue the performance evaluation opinions, which will be submitted to the president for review. The president has the right to adjust the assessment score appropriately.
Article 19 the President shall determine the annual performance salary and reward amount of senior executives according to the evaluation results and salary distribution policies, and submit it to the salary and Evaluation Committee for approval.
Article 20 the performance assessment of senior executives shall be completed within 20 days after the accounting firm completes the annual audit, and the assessed senior executives shall be notified of the assessment results in writing.
Article 21 if senior executives have any objection after receiving the notice, they can appeal to the salary and assessment committee within one week after receiving the notice, which will deal with it; If the results of the remuneration and assessment committee are still not recognized, a complaint can be lodged with the board of directors.
Article 22 during the business year, if the business environment and other external conditions change significantly, the board of directors may adjust the assessment indicators of the president and senior management team. The president can adjust the assessment indicators of the vice president and other senior executives accordingly.
Chapter V supplementary provisions
Article 23 the system shall come into force after being reviewed and approved by the board of directors of the company, and the salary management system for senior managers previously formulated by the company shall be abolished at the same time.
Article 24 the board of directors authorizes the remuneration and appraisal committee to approve the “implementation measures for annual performance appraisal of senior executives of the company”.
Article 25 the company’s senior management team shall be responsible for formulating and implementing the performance appraisal measures for the middle-level and employees of the company. Article 26 the board of directors of the company shall be responsible for the interpretation of this system.
