Jiangsu Aidea Pharmaceutical Co.Ltd(688488)
Management measures for the implementation and assessment of restricted stock incentive plan in 2022
Jiangsu Aidea Pharmaceutical Co.Ltd(688488) (hereinafter referred to as “the company”) in order to further improve the corporate governance structure, improve the company’s long-term incentive and restraint mechanism, attract and retain excellent talents, fully mobilize the enthusiasm of the company’s employees, effectively combine the interests of shareholders, the company and employees, jointly promote the long-term development of the company and ensure the realization of the company’s development strategy and business objectives, The company plans to implement the restricted stock incentive plan in 2022 (hereinafter referred to as “equity incentive plan” or “restricted stock incentive plan”).
In order to ensure the smooth implementation of the equity incentive plan, 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, the rules for the listing of shares on the science and Innovation Board of Shanghai Stock Exchange, the self regulatory guide for listed companies on the science and Innovation Board No. 4 – disclosure of equity incentive information and other relevant laws These measures are formulated in accordance with the relevant provisions of laws, regulations and normative documents, the Jiangsu Aidea Pharmaceutical Co.Ltd(688488) articles of association and the company’s restricted stock incentive plan, and in combination with the actual situation of the company.
1、 Assessment purpose
Further improve the corporate governance structure, establish and improve the company’s incentive and restraint mechanism, ensure the smooth implementation of the company’s restricted stock incentive plan in 2022, and give full play to the role of equity incentive to the greatest extent, so as to ensure the realization of the company’s development strategy and business objectives.
2、 Assessment principle
The assessment and evaluation must adhere to the principles of fairness, openness and fairness, and evaluate in strict accordance with these measures and the performance of the assessment objects, so as to realize the close combination of the restricted stock incentive plan in 2022 with the work performance and contribution of the incentive objects, so as to improve the overall performance of the company and maximize the interests of the company and all shareholders.
3、 Assessment scope
These measures are applicable to all incentive objects participating in the company’s restricted stock incentive plan, that is, all incentive objects determined by the salary and assessment committee and approved by the board of directors, including directors, senior managers and core technical (business) backbone personnel in the company.
4、 Assessment organization
(I) the remuneration and assessment committee of the board of directors is responsible for leading and organizing the assessment of incentive objects.
(II) the human resources department of the company is responsible for the specific implementation of the assessment. The human resources department is responsible for and reports to the remuneration and assessment committee of the board of directors.
(III) the human resources department, finance department and other relevant departments of the company are responsible for the collection and provision of relevant assessment data, and are responsible for the authenticity and reliability of the data.
(IV) the board of directors of the company is responsible for the examination and approval of these measures and the examination results.
5、 Assessment indicators and standards
(I) performance assessment requirements at the company level
1. The assessment year for the incentive objects granted with restricted stock for the first time in the incentive plan is three fiscal years from 2022 to 2024, and one assessment is made in each fiscal year; The annual performance assessment objectives of 64 incentive objects (excluding 11 incentive objects specific to HIV Business Division) of the company are shown in the table below:
Operating income of the company in the assessment year and net profit of the company in the assessment year
Vesting period assessment (a) (b)
Annual target value trigger value target value trigger value
（Am） （An） （Bm） （Bn）
The first vesting period is RMB 202.24 billion, and RMB 238 million is not applicable
The second vesting period is 2023.66 billion yuan, 462 million yuan is not applicable
The third vesting period is 202411 million yuan, 770 million yuan, 200 million yuan and 140 million yuan
Index completion index corresponding coefficient
A≥Am X1=1
An≤A＜Am X1=A/Am
Company level attribution coefficient X a ＜ an X1 = 0
（X1、X2） B≥Bm X2=1
Bn≤B＜Bm X2=B/Bm
B＜Bn X2=0
2022-2023: the company level attribution coefficient is x1
2024: the company level attribution coefficient is the lower of X1 or x2
The annual performance assessment objectives for the 11 incentive objects of the HIV division of the company are shown in the table below:
Business income related to HIV drugs and diagnosis and treatment integration (c) attribution period assessment year
Target value (CM) trigger value (CN)
The first vesting period is 202.21 billion yuan and 70 million yuan
The second vesting period is RMB 202.33 billion and RMB 210 million
The third vesting period is 202.45 billion yuan and 350 million yuan
Index completion index corresponding coefficient
C≥Cm X3=1
Attribution coefficient at the level of HIV business unit X3 cn ≤ C ＜ cm X3 = C / cm
C＜Cn X3=0
2022-2024: the attribution coefficient at the level of HIV division is X3
If part of the reserved restricted shares are granted in 2022, the performance evaluation objectives of the reserved restricted shares granted shall be consistent with the restricted shares granted for the first time; If some reserved restricted shares are granted in 2023, the performance evaluation objectives of reserved restricted shares are as follows:
Operating income of the company in the assessment year and net profit of the company in the assessment year
Vesting period assessment (a) (b)
Annual target value trigger value target value trigger value
（Am） （An） （Bm） （Bn）
The second vesting period is 2023.66 billion yuan, 462 million yuan is not applicable
The third vesting period is 202411 million yuan, 770 million yuan, 200 million yuan and 140 million yuan
Index completion index corresponding coefficient
A≥Am X1=1
An≤A＜Am X1=A/Am
Company level attribution coefficient X a ＜ an X1 = 0
（X1、X2） B≥Bm X2=1
Bn≤B＜Bm X2=B/Bm
B＜Bn X2=0
2023: the company level attribution coefficient is x1
2024: the company level attribution coefficient is the lower of X1 or x2
Business income related to HIV drugs and diagnosis and treatment integration (c) attribution period assessment year
Target value (CM) trigger value (CN)
The second vesting period is 202.33 billion yuan and 210 million yuan
The third vesting period is 202.45 billion yuan and 350 million yuan
Index completion index corresponding coefficient
C≥Cm X3=1
Attribution coefficient at the level of HIV business unit X3 cn ≤ C ＜ cm X3 = C / cm
C＜Cn X3=0
2023-2024: the attribution coefficient of HIV division level is X3
Note: 1. The above “net profit” is calculated based on the net profit attributable to the shareholders of the listed company after excluding the impact of share based payment expenses;
2. The above “operating income” shall be subject to the operating income in the consolidated statements of the company;
3. In the above “business income related to the integration of HIV drugs and diagnosis and treatment”, the “business income related to the integration of diagnosis and treatment” includes the business income from the distribution of HIV diagnostic reagents and equipment.
(II) performance appraisal requirements at individual level
The individual level performance appraisal of all incentive objects shall be organized and implemented in accordance with the current relevant provisions of the company, and the actual number of shares shall be determined according to the appraisal results of incentive objects. The individual level assessment of incentive objects shall be implemented according to the relevant internal performance assessment systems of the company. The individual assessment and evaluation results of incentive objects are divided into “a”, “B”, “C”, “d” and “e”, and the assessment and evaluation form is applicable to the assessment objects. At that time, the actual number of shares of the incentive object shall be determined according to the following table:
To meet the standard, we need to improve the non-standard
Assessment results
A B C D E
Personal attribution coefficient 100% 90% 80% 70% 0%
Performance evaluation of the company’s overall incentive objects (excluding the specific incentive objects of HIV Division):
The number of restricted shares actually owned by the incentive object in the current year = the number of individual planned ownership in the current year × Company level attribution coefficient × 50% + planned number of individuals in the current year × Personal attribution coefficient × 50%
If the company’s current performance level does not reach the trigger value of the performance appraisal target, all restricted stocks that can be attributed to all incentive objects in the corresponding appraisal year will be cancelled and invalid.
Performance evaluation of specific incentive objects of HIV business division of the company:
The number of restricted shares actually owned by the incentive object in the current year = the number of individual planned ownership in the current year × Attribution coefficient at HIV division level × 50% + planned number of individuals in the current year × Personal attribution
