Securities code: 688488 securities abbreviation: Jiangsu Aidea Pharmaceutical Co.Ltd(688488) Jiangsu Aidea Pharmaceutical Co.Ltd(688488)
Restricted stock incentive plan for 2022
(Draft)
Jiangsu Aidea Pharmaceutical Co.Ltd(688488)
January 2002
Statement
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.
All incentive objects of the company promise that if the company does not comply with the granted rights and interests or the ownership arrangement of rights and interests due to false records, misleading statements or major omissions in the information disclosure documents, the incentive objects shall return all the benefits obtained from the incentive plan to the company after the relevant information disclosure documents are confirmed to have false records, misleading statements or major omissions.
hot tip
1、 This incentive plan is in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the Listing Rules of Shanghai Stock Exchange, the measures for the administration of equity incentive of listed companies, the self regulatory guide No. 4 for listed companies on the science and Innovation Board – disclosure of equity incentive information and other relevant laws, regulations and normative documents, And the formulation of the Jiangsu Aidea Pharmaceutical Co.Ltd(688488) articles of association.
2、 The incentive tool adopted in this incentive plan is restricted stock (the second type of restricted stock). The source of stock is Jiangsu Aidea Pharmaceutical Co.Ltd(688488) (hereinafter referred to as “the company” or “the company”) to issue A-Shares of common stock to the incentive object.
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.
3、 The number of restricted shares to be granted in the incentive 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.
As of the announcement of the draft incentive plan, the total amount of underlying shares involved in the equity incentive plan within all validity periods has not exceeded 20.00% of the total share capital of the company when the incentive plan was 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.
4、 The grant price (including reserved grant) of restricted shares in the plan is 7.00 yuan / share. From the date of announcement of the draft incentive plan to the date when the incentive object completes the ownership registration of restricted shares, if the company has matters such as conversion of capital reserve into share capital, distribution of stock dividends, division or reduction of shares, allotment of shares, dividend distribution, etc., the grant price and quantity of restricted shares will be adjusted accordingly in accordance with the relevant provisions of the incentive plan.
5、 The total number of incentive objects granted by the incentive plan for the first time is 75, accounting for 19.79% of the total number of 379 employees at the end of 2021, including directors, senior managers and core technical (business) backbone personnel who served in the company when the company announced the incentive plan.
Reserved incentive objects refer to the incentive objects that have not been determined when the incentive plan is approved by the general meeting of shareholders but are included in the incentive plan during the duration of the incentive plan, which shall be determined within 12 months after the incentive plan is considered and approved by the general meeting of shareholders. The incentive objects of reserved restricted shares shall be determined by reference to the criteria for the first grant.
6、 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. The restricted shares granted to the incentive object will be vested in several times according to the agreed proportion, and each equity vesting shall be subject to meeting the corresponding vesting conditions. 7、 The company does not have the following circumstances under which equity incentive shall not be implemented as stipulated in Article 7 of the measures for the administration of equity incentive of listed companies:
(I) the financial report of the most recent fiscal year has been given a negative opinion or an audit report that cannot express an opinion by a certified public accountant;
(II) the internal control over the financial report of the most recent fiscal year has been given a negative opinion or unable to express an opinion by a certified public accountant;
(III) failure to distribute profits in accordance with laws and regulations, the articles of association and public commitments within the last 36 months after listing;
(IV) equity incentive is prohibited by laws and regulations;
(V) other circumstances recognized by the CSRC.
8、 The incentive objects participating in the incentive plan do not include the company’s supervisors and independent directors. The incentive object complies with the provisions of Article 8 of the measures for the administration of equity incentive of listed companies, and there are no following circumstances that may not be the incentive object:
(I) being identified as inappropriate by the stock exchange within the last 12 months;
(II) being identified as an inappropriate candidate by the CSRC and its dispatched offices within the last 12 months;
(III) being administratively punished by the CSRC and its dispatched offices or taking market entry prohibition measures for major violations of laws and regulations in the last 12 months;
(IV) those who are not allowed to serve as directors or senior managers of the company as stipulated in the company law; (V) those who are not allowed to participate in the equity incentive of listed companies according to laws and regulations;
(VI) other circumstances recognized by the CSRC.
9、 The company promises not to provide loans or any other form of financial assistance for the incentive object to obtain relevant restricted shares according to the incentive plan, including providing guarantee for its loans.
10、 The incentive plan can be implemented only after it is reviewed and approved by the general meeting of shareholders of the company. Within 60 days from the date when the plan is reviewed and approved by the general meeting of shareholders of the company, the company will convene the board of directors to grant the incentive objects according to relevant regulations, and complete the announcement and other relevant procedures. The grant date shall be the transaction date. If the company fails to complete the above work within 60 days, it shall timely disclose the reasons for the failure and terminate the implementation of the plan, and the non granted restricted shares shall become invalid. According to the measures for the administration of equity incentive of listed companies, the period during which a listed company may not grant rights and interests shall not be counted within 60 days.
11、 The implementation of the incentive plan will not lead to the company’s equity distribution not meeting the requirements of listing conditions.
catalogue
Declare that 2 special tips Chapter 1 interpretation Chapter II purpose and principle of this incentive plan 8 Chapter III Management Organization of this incentive plan Chapter IV determination basis and scope of incentive objects Chapter V incentive mode, source, quantity and distribution of restricted shares Chapter VI validity period, grant date, ownership arrangement and lock up period of the incentive plan Chapter VII grant price of restricted shares and determination method of grant price Chapter VIII vesting and vesting conditions of restricted shares Chapter IX implementation procedures of restricted stock incentive plan Chapter X adjustment methods and procedures of restricted stock incentive plan Chapter XI accounting treatment of restricted stocks 30 Chapter XII respective rights and obligations of the company / incentive object 32 Chapter XIII handling of changes in the company / incentive object thirty-four
Chapter XIV Supplementary Provisions thirty-seven
Chapter I interpretation
Unless otherwise specified, the following words shall have the following meanings in this document:
Jiangsu Aidea Pharmaceutical Co.Ltd(688488) , the company, the company, refers to the Jiangsu Aidea Pharmaceutical Co.Ltd(688488) listed company
This incentive plan and this plan refer to Jiangsu Aidea Pharmaceutical Co.Ltd(688488) 2022 restricted stock incentive plan
Restricted stock and class II restricted stock refer to the shares of the company obtained and registered by the incentive objects who meet the grant conditions of the incentive plan after meeting the corresponding attribution conditions
Incentive objects refer to the directors, senior managers and core technical (business) backbone personnel who obtain restricted shares in accordance with the provisions of the incentive plan
Grant date refers to the date on which the company grants restricted shares to incentive objects
Grant price refers to the price of each restricted stock granted by the company to the incentive object
Validity period refers to the period 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
Attribution refers to the behavior that the listed company registers the shares in the incentive object’s account after the restricted stock incentive object meets the benefit conditions
Vesting conditions refer to the benefit conditions set up by the restricted stock incentive plan, and the incentive object is to obtain the incentive stock
Vesting date refers to the date on which the authorized shares are registered after the restricted stock incentive object meets the benefit conditions. It must be the trading day
Company law means the company law of the people’s Republic of China
Securities Law means the securities law of the people’s Republic of China
The Administrative Measures refer to the administrative measures for equity incentive of listed companies
The Listing Rules refer to the Listing Rules of Shanghai Stock Exchange on the science and innovation board
The self regulatory guide refers to the self regulatory guide for listed companies on the science and Innovation Board No. 4 – disclosure of equity incentive information
Articles of association means the Jiangsu Aidea Pharmaceutical Co.Ltd(688488) articles of association
CSRC refers to the China Securities Regulatory Commission
Stock exchange means Shanghai Stock Exchange
Yuan means RMB yuan
Note: 1. Unless otherwise specified, the financial data and financial indicators quoted in this draft refer to the financial data of the consolidated statement and the financial indicators based on such financial indicators
Financial indicators calculated from business data.
2. In this draft, the difference in the mantissa between the sum of some totals and each breakdown is caused by rounding.
Chapter II purpose and principle of the 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, This incentive plan is formulated in accordance with the company law, securities law, administrative measures, listing rules, self regulatory guidelines and other relevant laws, regulations and normative documents, as well as the articles of association.
Chapter III Management Organization of the incentive plan
1、 As the highest authority of the company, the general meeting of shareholders is responsible for reviewing and approving the implementation, change and termination of the incentive plan. The general meeting of shareholders may authorize the board of directors to handle some matters related to the incentive plan within its authority.
2、 The board of directors is the executive management organization of the incentive plan and is responsible for the implementation of the incentive plan. The remuneration and assessment committee under the board of directors is responsible for formulating and revising the incentive plan and submitting it to the board of directors for deliberation. After the board of directors deliberates and approves the incentive plan, it shall be submitted to the general meeting of shareholders for deliberation. The board of directors may handle other relevant matters of the incentive plan within the scope authorized by the general meeting of shareholders.
3、 The board of supervisors and independent directors are the supervisory bodies of the incentive plan and shall express their opinions on whether the incentive plan is conducive to the sustainable development of the company and whether there is any situation that obviously damages the interests of the company and all shareholders. The board of supervisors shall supervise whether the implementation of the incentive plan complies with relevant laws, regulations, normative documents and the business rules of the stock exchange, and shall be responsible for reviewing the list of incentive objects of the incentive plan. Independent directors will solicit entrusted voting rights from all shareholders for the incentive plan.
If the company changes the equity incentive plan before it is deliberated and approved by the general meeting of shareholders, the independent directors and the board of supervisors shall express independent opinions on whether the changed plan is conducive to the sustainable development of the company and whether there is obvious damage to the interests of the company and all shareholders.
Before the company grants rights and interests to the incentive object, the independent directors and the board of supervisors shall express clear opinions on the conditions for the incentive object to be granted rights and interests set in the equity incentive plan. If there is any difference between the rights granted by the company to the incentive object and the arrangement of the incentive plan, the independent directors and the board of supervisors (when the incentive object changes) shall express clear opinions at the same time.
Before the vesting of the restricted shares granted to the incentive object, the independent directors and the board of supervisors shall express clear opinions on whether the vesting conditions for the incentive object set in the equity incentive plan have been achieved.
Chapter IV determination basis and scope of incentive objects
1、 Incentive pair
