Securities code: 688488 securities abbreviation: Jiangsu Aidea Pharmaceutical Co.Ltd(688488) Announcement No.: 2022-004 Jiangsu Aidea Pharmaceutical Co.Ltd(688488)
Summary announcement of restricted stock incentive plan (Draft) in 2022
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear legal liabilities for the authenticity, accuracy and integrity of its contents according to law.
Important content tips:
Equity incentive method: restricted stock (class II)
Source of shares: Jiangsu Aidea Pharmaceutical Co.Ltd(688488) (hereinafter referred to as “the company” or “the company”) issues A-share common shares of the company to the incentive object
Total equity of equity incentive and total number of underlying shares involved: the number of restricted shares to be granted in the 2022 restricted stock incentive plan (Draft) of Jiangsu Jiangsu Aidea Pharmaceutical Co.Ltd(688488) Co., Ltd. (hereinafter referred to as “the incentive plan” or “the plan”) is 7425000 shares, accounting for about 1.77% of the total share capital of the company at the time of announcement of the draft incentive plan. Among them, 5945000 shares were granted for the first time, accounting for about 1.42% of the company’s total share capital of 420 million shares at the time of announcement of the draft incentive plan and about 80.07% of the total equity granted this time; 1.48 million shares are reserved, accounting for about 0.35% of the company’s total share capital of 420 million shares at the time of announcement of the draft incentive plan, and the reserved part accounts for about 19.93% of the total equity granted this time.
1、 Purpose of equity incentive plan
In order to further improve the company’s long-term incentive mechanism, attract and retain excellent talents, fully mobilize the enthusiasm of the company’s employees, effectively combine the interests of shareholders, the company and the personal interests of the core team, and make all parties pay common attention to the long-term development of the company, on the premise of fully protecting the interests of shareholders, according to the principle of matching income and contribution, In accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), the measures for the administration of equity incentive of listed companies (hereinafter referred to as the “administrative measures”) and the Listing Rules of Shanghai Stock Exchange on the science and Innovation Board (hereinafter referred to as the “Listing Rules”) This incentive plan is formulated in accordance with the provisions of the self regulatory guide No. 4 – disclosure of equity incentive information of listed companies on the science and Innovation Board (hereinafter referred to as the “self regulatory guide”) and other relevant laws, regulations and normative documents, as well as the articles of association.
2、 Equity incentive method and source of underlying stock
(I) equity incentive method
The incentive tool adopted in this incentive plan is restricted stock (the second type of restricted stock). The incentive objects who meet the grant conditions of the incentive plan, after meeting the corresponding attribution conditions, will obtain the additional A-share common shares issued by the company in batches at the grant price, and these shares will be registered in Shanghai Branch of China Securities Depository and Clearing Co., Ltd. The restricted shares granted to the incentive object shall not enjoy the rights of shareholders of the company before they are vested, and the restricted shares shall not be transferred, used for guarantee or debt repayment.
(II) source of underlying stock
The source of the underlying stock involved in the incentive plan is the company’s directional issuance of A-share common stock to the incentive object.
3、 Number of rights and interests to be granted under the equity incentive plan
The number of restricted shares to be granted under the incentive plan is 7.425 million, accounting for about 1.77% of the total share capital of the company at the time of announcement of the draft incentive plan. Among them, 5945000 shares were granted for the first time, accounting for about 1.42% of the company’s total share capital of 420 million shares at the time of announcement of the draft incentive plan and about 80.07% of the total equity granted this time; 1.48 million shares are reserved, accounting for about 0.35% of the company’s total share capital of 420 million shares at the time of announcement of the draft incentive plan, and the reserved part accounts for about 19.93% of the total equity granted this time.
The total number of subject shares involved in all effective incentive plans of the company shall not exceed 20% of the total share capital of the company when the equity incentive plan is submitted to the general meeting of shareholders. The shares of the company granted by any incentive object in the plan through all the equity incentive plans within the validity period shall not exceed 1.00% of the total share capital of the company when the plan is submitted to the general meeting of shareholders for deliberation.
From the announcement date of the incentive plan to the time when the incentive object is granted restricted shares, and from the time when the incentive object is granted restricted shares to the time when the incentive object is vested, the company has matters such as conversion of capital reserve into share capital, distribution of stock dividends, share splitting, allotment and share reduction, and the number of restricted shares granted shall be adjusted accordingly.
4、 Determination basis, scope and number of rights and interests granted to incentive objects
(I) basis for determining incentive objects
1. Legal basis for determining incentive objects
The incentive objects of the incentive plan are determined in accordance with the company law, securities law, administrative measures, listing rules, self regulatory guidelines and other relevant laws, regulations, normative documents and the articles of association, and in combination with the actual situation of the company.
2. Job basis for determining incentive objects
The incentive objects involved in the first part of the incentive plan are directors, senior managers and core technical (business) backbone personnel of the company. (excluding independent directors and supervisors).
(II) scope of incentive objects
The incentive objects of restricted shares granted in the incentive plan for the first time are 75, accounting for about 19.79% of the total number of 379 employees at the end of 2021. Specifically include:
1. Directors and senior managers;
2. Core technical (business) backbone personnel.
All incentive objects must have employment or labor relations with the company or its subsidiaries when the company grants restricted shares and within the assessment period specified in the incentive plan.
The incentive objects of the reserved grant part shall be determined within 12 months after the incentive plan is considered and approved by the general meeting of shareholders. After the proposal of the board of directors, the explicit opinions of the independent directors and the board of supervisors, the professional opinions of lawyers and the legal opinions are issued, the company shall accurately disclose relevant information on the designated website in time as required. If the incentive object is not specified for more than 12 months, the reserved rights and interests shall become invalid. The incentive objects of reserved restricted shares shall be determined by reference to the criteria for the first grant.
The above incentive objects include the actual controller Fu Heliang. The rationality and necessity for the company to include him in the incentive plan is that Fu Heliang, as the actual controller of the company, serves as the chairman, President and CEO of the company, is the core manager of the company, and plays a positive role in the company’s development strategy, technology R & D and operation management, The incentive plan takes Fu Heliang as the incentive object, which is in line with the actual situation and development needs of the company and the provisions of the listing rules and other relevant laws and regulations, and is necessary and reasonable.
The above incentive objects include two foreign employees. The foreign employees included in the incentive object are key personnel in the corresponding positions and play an important role in the company’s R & D technology. The implementation of equity incentive can more stabilize foreign high-end talents. The incentive plan will further promote the construction and stability of the company’s core talent team, So as to contribute to the long-term development of the company.
Therefore, it is necessary and reasonable to include the above foreign employees as incentive objects.
(III) distribution of restricted shares granted to incentive objects
The distribution of restricted shares granted by the incentive plan among incentive objects is shown in the table below:
Proportion of granted restrictions to the total share capital (10000 shares) at the time of announcement
1 Fu Heliang, chairman and President of China, 60.00 8.08% 0.14%
Chief executive officer
2 Zhang Jing, senior vice president of China 50.00 6.73% 0.12%
3 Hong Qi senior vice president of the UK, first 30.00 4.04% 0.07%
Xi Technical Officer
Xiaoning director, vice president
4 Christopher US chief scientific officer 30.00 4.04% 0.07%
Sheng
5 Wu Rongrong, vice president and chief physician of China 30.00 4.04% 0.07%
Academic officer
6 Wang Jun, director and vice president of China, 30.00 4.04% 0.07%
chief operating officer
7 Yu Ke, director and vice president of China, 30.00 4.04% 0.07%
Chief financial officer
8 Wang Guangrong, Secretary of the board of directors and deputy director of China 30.00 4.04% 0.07%
CEO
Core technology (business) backbone personnel (67 persons) 304.50 41.01% 0.73%
Reserved part 148.00 19.93% 0.35%
Total 742.50 100.00% 1.77%
Note: 1. The shares of the company granted by any of the above incentive objects through all the equity incentive plans within the validity period do not exceed 1% of the total share capital of the company. The total number of underlying shares involved in the incentive plan within the whole validity period of the company shall not exceed 20% of the total share capital of the company when the equity incentive plan is submitted to the general meeting of shareholders for deliberation. The proportion of reserved rights and interests shall not exceed 20.00% of the number of rights and interests to be granted in the incentive plan.
2. The incentive objects of the plan do not include independent directors and supervisors.
3. The incentive objects of the reserved part shall be determined within 12 months after the incentive plan is considered and approved by the general meeting of shareholders. After the proposal of the board of directors, the explicit opinions of the independent directors and the board of supervisors, the professional opinions of lawyers and the legal opinions are issued, the company shall timely and accurately disclose relevant information on the designated website as required.
4. If the total number in the above table is inconsistent with the mantissa of the sum of the sub item values, it is caused by rounding.
(IV) verification of incentive objects
1. After the incentive plan is reviewed and approved by the board of directors, the company will publicize the names and positions of incentive objects internally through websites or other channels for a period of no less than 10 days.
2. The board of supervisors of the company will review the list of incentive objects, fully listen to the publicity opinions, and disclose the explanation of the board of supervisors on the review and publicity of the list of incentive objects 5 days before the general meeting of shareholders of the company considers the incentive plan. The list of incentive objects adjusted by the board of directors of the company shall also be verified by the board of supervisors of the company.
(V) during the implementation of the equity incentive plan, if the incentive object is not allowed to become the incentive object as stipulated in the administrative measures for equity incentive of listed companies and the incentive plan, the incentive object shall not be granted restricted shares, and the ownership of the granted but not yet vested restricted shares shall be cancelled and invalid.
5、 Relevant schedule of this incentive plan
(I) validity period of the incentive plan
The validity period of the incentive plan shall be no more than 54 months from the date of grant of restricted shares to the date when all the restricted shares granted to the incentive object are vested or invalid.
(II) grant date of the incentive plan
The granting date shall be determined by the board of directors after the incentive plan is deliberated and approved by the general meeting of shareholders of the company.
(III) ownership arrangement of the incentive plan
1. The restricted shares granted by the incentive plan will be vested in several times according to the agreed proportion after the incentive object meets the corresponding vesting conditions. The vesting date must be the trading day, but shall not be vested within the following periods:
(1) Within 30 days before the announcement of the company’s annual report and semi annual report, if the announcement date of the periodic report is delayed due to special reasons, it shall be calculated from 30 days before the original scheduled announcement date to 1 day before the announcement;
(2) Within 10 days before the announcement of the company’s quarterly report, performance forecast and performance express;
(3) From the date of major events that may have a great impact on the trading price of the company’s securities and their derivatives or in the decision-making process to the date of disclosure according to law;
(4) Other periods prescribed by the CSRC and the Shanghai Stock Exchange.
The above “major events” are transactions or other major events that the company shall disclose in accordance with the listing rules.
If relevant laws, administrative regulations and departmental rules have other provisions on the period that cannot be attributed, the relevant provisions shall prevail.
2. Additional restricted period
(1) All incentive objects promise that within 6 months from the expiration of each vesting waiting period, each batch of vested restricted shares will not transfer the restricted shares that have met the vesting conditions in the current period to any third party in any form.
(2) The company will uniformly handle the ownership of each batch of restricted shares that meet the attribution conditions and meet the requirements for an additional 6-month restricted sale period.
(3) For the avoidance of doubt, the change of the incentive object meeting the attribution conditions within the 6-month additional restricted sale period will not affect the company to handle the attribution of the current batch of restricted shares that have met the attribution conditions for the incentive object after the expiration of the restricted sale period.
The three vesting waiting periods for the restricted shares granted for the first time under the incentive plan are
