Joincare Pharmaceutical Group Industry Co.Ltd(600380) pharmaceutical group medium and long term business partner shareholding plan phase I shareholding plan (Draft)
Securities abbreviation: Joincare Pharmaceutical Group Industry Co.Ltd(600380) securities code: Joincare Pharmaceutical Group Industry Co.Ltd(600380) Joincare Pharmaceutical Group Industry Co.Ltd(600380)
Medium and long term business partner shareholding plan
of
Phase II shareholding plan
(Draft)
Joincare Pharmaceutical Group Industry Co.Ltd(600380)
April, 2002
statement
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.
hot tip
1、 The second phase shareholding plan (Draft) of Joincare Pharmaceutical Group Industry Co.Ltd(600380) medium and long term business partner shareholding plan is Joincare Pharmaceutical Group Industry Co.Ltd(600380) (hereinafter referred to as “the company” or “jiankangyuan”) in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China and the guiding opinions on the pilot implementation of employee stock ownership plan by listed companies Relevant laws, administrative regulations, rules and normative documents such as the guidelines for self regulatory supervision of listed companies of Shanghai Stock Exchange No. 1 – standardized operation, and the provisions of the Joincare Pharmaceutical Group Industry Co.Ltd(600380) articles of association and the Joincare Pharmaceutical Group Industry Co.Ltd(600380) medium and long term business partner shareholding plan (Revised Draft).
2、 The current stock ownership plan follows the principle of independent decision of the company and voluntary participation of employees. There is no situation of forced employees to participate in the stock ownership plan such as apportionment and forced distribution.
3、 The participants of the current shareholding plan are: senior managers in the company, core personnel such as R & D, production, sales and management who have made outstanding contributions to the performance of the assessment period or have a significant impact on the future performance of the company. The total number of the current share holding plan shall not exceed 50, including 4 directors (excluding independent directors) and senior managers participating in the current share holding plan. The final participants shall be determined according to the actual subscription. 4、 The capital source of the company’s employees participating in the current stock ownership plan is the special fund for 2021 stock ownership plan (hereinafter referred to as “incentive fund”) withdrawn by the company. The total capital of the current shareholding plan is 75.76 million yuan, all of which are incentive funds withdrawn by the company.
5、 The stock source of the current stock holding plan is the subject stock purchased through the secondary market (including but not limited to bidding trading, block trading, etc.) and other methods permitted by laws and regulations.
6、 The total number of shares held by the company’s employee stock ownership plan shall not exceed 10% of the current total share capital of the company, and the total number of shares corresponding to the shares of the company’s employee stock ownership plan held by a single employee shall not exceed 1% of the current total share capital of the company.
The total number of underlying shares does not include the shares obtained by the holder before the listing of the company’s initial public offering, the shares purchased by itself through the secondary market and the shares obtained through equity incentive.
7、 Duration and lock-in period of the shareholding plan
The duration of the current share holding plan is 48 months, which is calculated from the time when the company announces the transfer of the last subject stock of the current share holding plan to the name of the current share holding plan.
The lock up period of the underlying shares obtained by the current shareholding plan is 36 months, which is calculated from the time when the company announces the transfer of the last underlying shares of the current shareholding plan to the name of the current shareholding plan.
8、 The board of directors of the company is authorized by the general meeting of shareholders to be responsible for the withdrawal of the incentive fund of the current shareholding plan and the implementation of the current shareholding plan.
9、 Before the implementation of the current shareholding plan, the company will fully solicit the opinions of employees through employee congress and other organizations. After the draft of the current shareholding plan is proposed and approved by the board of directors, it shall be submitted to the general meeting of shareholders for deliberation. After being approved by the general meeting of shareholders, the board of directors of the company shall be authorized to implement it. The resolution made by the board of directors on the current shareholding plan shall be adopted by more than half of all non affiliated directors. If the number of unrelated directors attending the board of directors is less than three, the board of directors shall directly submit the matter to the general meeting of shareholders of the company for deliberation. When the general meeting of shareholders votes on the current shareholding plan, the shareholders and their persons acting in concert under the following circumstances shall avoid: they or their related parties intend to become the asset management institution of the current shareholding plan, subscribe for the plan shares, provide or advance funds, provide shares, share income and other situations that may lead to the inclination of interests.
10、 The current shareholding plan will be managed by a third-party institution with asset management qualification.
11、 After the board of directors of the company deliberates and approves the current shareholding plan, it will submit it to the general meeting of shareholders for deliberation. The current share holding plan can be implemented only after being deliberated and approved by the general meeting of shareholders.
The shareholders’ meeting of the company to review the current shareholding plan adopts the combination of on-site voting and online voting. The company will provide online voting platform to shareholders of the company through the trading system of Shanghai Stock Exchange, and shareholders can exercise their voting rights through the above system during online voting time.
12、 After the implementation of the current shareholding plan, the equity distribution of the company will not meet the requirements of listing conditions.
catalogue
Chapter I General Provisions 5 chapter II participants of the current shareholding plan Chapter III capital source, stock source, quantity and transfer price of the current shareholding plan 8 Chapter IV list of holders and distribution of current shareholding plan Chapter V Duration and lock-in period of the current shareholding plan Chapter VI management mode of current shareholding plan 12 Chapter VII disposal of equity of current shareholding plan Chapter VIII selection and payment of management organization Chapter IX accounting treatment of current shareholding plan 22 Chapter X change and termination of current shareholding plan Chapter XI formulation, approval and implementation of the current shareholding plan 24 Chapter 12 others twenty-five
interpretation
In the current share holding plan, unless the context otherwise requires, the following words have the following meanings:
Joincare Pharmaceutical Group Industry Co.Ltd(600380) , the company and the company refer to Joincare Pharmaceutical Group Industry Co.Ltd(600380)
Livzon Pharmaceutical Group Inc(000513) refers to Livzon Pharmaceutical Group Inc(000513)
Lizuzumab refers to Zhuhai lizuzumab Biotechnology Co., Ltd
The underlying stock refers to the shares of the company obtained and held by the current shareholding plan through secondary market purchase and other means permitted by laws and regulations
Business partner shareholding plan refers to Joincare Pharmaceutical Group Industry Co.Ltd(600380) medium and long term business partner shareholding plan
Current shareholding plan and this plan refer to the second phase of Joincare Pharmaceutical Group Industry Co.Ltd(600380) medium and long term business partner shareholding plan
Shareholding plan refers to the shareholding plan of Joincare Pharmaceutical Group Industry Co.Ltd(600380) medium and long term business partners (Revised Draft)
Phase II shareholding plan (Draft) refers to the phase II shareholding plan (Draft) of Joincare Pharmaceutical Group Industry Co.Ltd(600380) medium and long term business partner shareholding plan
Holders, participants and participants refer to the employees of the company participating in the current plan
The shareholders’ meeting refers to the shareholders’ meeting of the current stock holding plan
Management Committee refers to the Management Committee of the current shareholding plan
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 civil code refers to the civil code of the people’s Republic of China
The guiding opinions refer to the guiding opinions on the pilot implementation of ESOP by listed companies
Regulatory guidelines No. 1 refers to the self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 1 – standardized operation
The articles of association refers to the Joincare Pharmaceutical Group Industry Co.Ltd(600380) articles of association
CSRC refers to the China Securities Regulatory Commission
Shanghai stock exchange refers to Shanghai Stock Exchange
China Securities Depository and Clearing Corporation refers to the Shanghai Branch of China Securities Depository and Clearing Corporation Limited
Yuan, ten thousand yuan and one hundred million yuan refer to RMB, ten thousand yuan and one hundred million yuan
Chapter I General Provisions
The current share holding plan is formulated in accordance with the company law, securities law, guiding opinions, regulatory guidance No. 1, other laws, regulations, normative documents, the articles of association and the share holding plan, and follows the principles of fairness, impartiality and openness, aiming to establish and improve the benefit sharing mechanism between employees and shareholders, and improve the cohesion of employees and the competitiveness of the company, Ensure the realization of the company’s future development strategy and business objectives.
1、 Purpose of current shareholding plan
Under the background of increasingly fierce market competition and increasingly complex economic development environment, the core of enterprise management and strategic development is organization reengineering and enterprise innovation. In order to realize the great leap forward development of Joincare Pharmaceutical Group Industry Co.Ltd(600380) again and become a first-class and internationally leading international pharmaceutical enterprise in China, Joincare Pharmaceutical Group Industry Co.Ltd(600380) needs to have the enterprise characteristics of struggle, openness, enterprising, passion and dedication. Based on the long-term development and governance oriented to the future, build a long-term incentive mechanism for the shareholding of innovative senior managers and core technical teams, effectively stimulate the entrepreneurial spirit of senior managers and core technical talents, and establish a partnership mechanism of “benefit sharing and risk sharing” for business partners by giving holders rights and obligations, which will effectively promote and promote the transformation of the company’s “manager” to “partner”, Gather a group of era strivers and career leaders with common values, carry forward the entrepreneurial spirit, promote the long-term and steady development of the company, and realize the consistent interests of all shareholders.
The essence of the business partner shareholding plan is “performance-based stock”, and it will be more long-term through the arrangement of the “business partner shareholding plan” and the characteristics of “business partner”, so as to realize responsibility sharing and value sharing. Specifically, the launch of the business partner shareholding plan has the following purposes:
(I) system innovation: the core management team will further improve the corporate governance structure and optimize the company’s equity structure through the business partner shareholding plan, promote the consistency of the interests of all shareholders, the company and employees and benefit sharing, inject internal vitality and motivation into the development of the company, ensure the long-term, healthy, stable and sustainable development of the company and enhance the overall value of the company.
(II) the company’s core management teams participating in the business partner shareholding plan are core key personnel who play an important role in the company’s overall performance and medium and long-term development. While constantly promoting organizational change and efficiency improvement, they adhere to the equivalence of rights and responsibilities, promote the binding of the core management team with the company’s long-term growth value, and promote the thinking transformation of the core management team from “manager” to “partner”, Give play to the subjective initiative, take the initiative to assume the responsibility for the company’s long-term growth and ensure the company’s long-term competitive advantage.
(III) the business partner’s shareholding plan is conducive to optimizing the salary structure, withdrawing the incentive fund, purchasing the company’s shares and locking in the medium and long term according to the performance achievement of the core management team, which is conducive to realizing the long-term incentive and restraint of the company’s core management team and ensuring the realization of the company’s long-term business objectives.
2、 Basic principles followed by the current shareholding plan
(I) principle of legal compliance
All relevant entities of the current stock holding plan must strictly abide by the market trading rules and the provisions on not buying and selling stocks in the information sensitive period. All parties shall not use the current stock holding plan for securities fraud such as insider trading and market manipulation. When implementing the current shareholding plan, the company will perform the procedures in strict accordance with the provisions of laws and administrative regulations, and truthfully, accurately, completely and timely disclose information.
(II) principle of voluntary participation
The current stock ownership plan follows the principle of voluntary participation of employees, and there is no case of forcing employees to participate by means of apportionment, forced distribution, etc.
(III) risk bearing principle
The holders of the current share holding plan are responsible for their own profits and losses, bear their own risks and have equal rights and interests with other investors.
(IV) the principle of ensuring the long-term development of the company
In order to ensure the long-term and healthy development of the company, the current shareholding plan adheres to the principle of long-term development and links personal income with the medium and long-term interests of the company.
(V) principle of value creation and benefit sharing
