Securities code: 600513 securities abbreviation: Jiangsu Lianhuan Pharmaceutical Co.Ltd(600513) Announcement No.: 2022-006 Jiangsu Lianhuan Pharmaceutical Co.Ltd(600513)
Special note on the announcement on adjusting the company's restricted stock incentive plan in 2019: 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 individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
On January 21, 2022, the second extraordinary meeting of the eighth board of directors of Jiangsu Lianhuan Pharmaceutical Co.Ltd(600513) (hereinafter referred to as " Jiangsu Lianhuan Pharmaceutical Co.Ltd(600513) " and "the company") deliberated and adopted the proposal on Revising the administrative measures for the implementation and assessment of Jiangsu Lianhuan Pharmaceutical Co.Ltd(600513) 2019 restricted stock incentive plan, the proposal on adjusting the benchmarking enterprises of the company's 2019 restricted stock incentive plan The proposal on Amending the company's 2019 restricted stock incentive plan (Draft) and its summary, in view of the company's planned repurchase and cancellation of restricted shares during the first lifting period of the company's 2019 restricted stock incentive plan, the company agrees to adjust the relevant matters of the company's 2019 restricted stock incentive plan in combination with the changes of the current external objective environment and the actual situation of the company, The details are as follows:
1、 Brief description of the company's restricted stock incentive plan in 2019
1. On April 29, 2019, the second extraordinary meeting of the seventh board of directors and the first extraordinary meeting of the seventh board of supervisors respectively deliberated and adopted the proposal on Jiangsu Lianhuan Pharmaceutical Co.Ltd(600513) 2019 restricted stock incentive plan (Draft) and its summary and other relevant proposals. The independent directors of the company have expressed independent opinions on matters related to the equity incentive plan of the company.
2. From April 30, 2019 to May 9, 2019, the company publicized the names and positions of the list of incentive objects on the company's bulletin board. During the publicity period, the board of supervisors of the company did not receive any objection related to the proposed incentive objects of the incentive plan. On May 15, 2019, the company announced the verification opinions and publicity statement of the board of supervisors on the list of incentive objects of the company's restricted stock incentive plan in 2019 issued by the board of supervisors. 3. On May 17, 2019, the company disclosed the reply on agreeing to Jiangsu Lianhuan Pharmaceutical Co.Ltd(600513) implement the 2019 restricted stock incentive plan (YGZ [2019] No. 55) received by Jiangsu Jinmao Chemical Pharmaceutical Group Co., Ltd. by the state owned assets supervision and Administration Commission of Yangzhou Municipal People's Government (hereinafter referred to as "Yangzhou SASAC"), Yangzhou SASAC agrees in principle to Jiangsu Lianhuan Pharmaceutical Co.Ltd(600513) implement the 2019 restricted stock incentive plan.
4. On June 5, 2019, the first extraordinary general meeting of Jiangsu Lianhuan Pharmaceutical Co.Ltd(600513) 2019 deliberated and adopted the proposal on and its summary Proposal on the management measures for the implementation and assessment of Jiangsu Lianhuan Pharmaceutical Co.Ltd(600513) 2019 restricted stock incentive plan and proposal on submitting to the general meeting of shareholders of the company to authorize the board of directors to handle matters related to equity incentive.
5. On June 24, 2019, the fourth extraordinary meeting of the seventh board of directors and the second extraordinary meeting of the seventh board of supervisors respectively deliberated and adopted the proposal on adjusting the grant price of the company's restricted stock incentive plan in 2019 and the proposal on granting restricted shares to incentive objects. The independent directors of the company expressed their agreed independent opinions on relevant matters, and the board of supervisors of the company issued verification opinions.
6. On July 18, 2019, the company completed the registration procedures of restricted shares granted by the incentive plan in Shanghai Branch of China Securities Depository and Clearing Co., Ltd.
7. On December 27, 2019, the company held the eighth interim meeting of the seventh board of directors and the third interim meeting of the seventh board of supervisors, deliberated and approved the proposal on repurchase and cancellation of some restricted shares, and agreed that the company repurchase and cancel 115000 shares of authorized unlocked restricted shares, with a repurchase price of 4.172 yuan / share. On the same day, the independent directors gave their independent opinions and the board of supervisors gave their verification opinions. 8. On January 13, 2020, the company held the first extraordinary general meeting of shareholders in 2020, deliberated and adopted the proposal on repurchase and cancellation of some restricted shares.
9. On March 11, 2020, the company completed the repurchase and cancellation of some restricted shares.
10. On January 21, 2022, the second extraordinary meeting of the eighth board of directors and the second extraordinary meeting of the eighth board of supervisors deliberated and adopted the proposal on Revising the company's 2019 restricted stock incentive plan (Draft) and its summary, and the proposal on Revising the management measures for the implementation and assessment of the company's 2019 restricted stock incentive plan Proposals such as the proposal on adjusting the benchmark enterprises of the company's 2019 restricted stock incentive plan agree to revise some contents of the Jiangsu Lianhuan Pharmaceutical Co.Ltd(600513) 2019 restricted stock incentive plan (Draft) and the measures for the administration of the implementation and assessment of Jiangsu Lianhuan Pharmaceutical Co.Ltd(600513) 2019 restricted stock incentive plan. The independent directors of the company expressed independent opinions on relevant matters. 2、 Adjustment of the restricted stock incentive plan, reasons and basis for adjustment
(I) adjust the company's performance appraisal year, validity period and release period of restricted stock incentive plan in 2019
In view of the company's restricted stock incentive plan in 2019, which is the first to lift the sales restriction period, the restricted stock is to be repurchased and cancelled. Based on the analysis of the current changes in the external objective environment and the actual situation of the company, the pharmaceutical industry has been greatly affected by the epidemic in recent two years. In order to fully mobilize the enthusiasm of operation and management personnel, establish and improve the company's long-term incentive mechanism, Adjust the second and third assessment years of the company's restricted stock incentive plan in 2019, and the specific adjustment scheme is as follows:
1. The performance assessment objectives during the sales restriction period shall be determined by
Performance assessment objectives during the lifting of sales restrictions
Earnings per share in 2021 shall not be less than RMB 0.36; The growth rate of net profit in 2021 is not lower than that in 2018, and the second unlocking period is 51.93% (corresponding to the absolute value of net profit in 2021 is 111.2551 million yuan); And the above indicators are not lower than the 75th percentile value of the benchmarking enterprise;
The proportion of cash dividend in 2021 shall not be less than 30%.
Earnings per share in 2022 shall not be less than RMB 0.42; The growth rate of net profit in 2022 is not lower than that in 2018, and the third unlocking period is 74.66% (corresponding to the absolute value of net profit in 2022 is 127.8988 million yuan); And the above indicators are not lower than the 75th percentile value of the benchmarking enterprise;
The proportion of cash dividend in 2022 shall not be less than 30%.
Adjust to:
Performance assessment objectives during the lifting of sales restrictions
Earnings per share in 2022 shall not be less than RMB 0.36; The growth rate of net profit in 2022 is not lower than that in 2018, and the second unlocking period is 51.93% (corresponding to the absolute value of net profit in 2022 is 111.2551 million yuan); And the above indicators are not lower than the 75th percentile value of the benchmarking enterprise;
The proportion of cash dividend in 2022 shall not be less than 30%.
Earnings per share in 2023 shall not be less than RMB 0.42; The growth rate of net profit in 2023 is not lower than that in 2018, and the third unlocking period is 74.66% (corresponding to the absolute value of net profit in 2023 is 127.8988 million yuan); And the above indicators are not lower than the 75th percentile value of the benchmarking enterprise;
The proportion of cash dividend in 2023 shall not be less than 30%.
2. The validity period of this incentive plan is determined by
The validity period of this incentive plan shall be no more than 60 months from the date of completion of the registration of the grant of restricted shares to the date when all the restricted shares granted to the incentive object are lifted or repurchased and cancelled.
Adjust to:
The validity period of this incentive plan shall be no more than 72 months from the date of completion of the registration of the grant of restricted shares to the date when all the restricted shares granted to the incentive object are lifted or repurchased and cancelled.
3. The release period of restricted shares in the incentive plan and the release time of each period shall be determined by
The release period of restricted shares in the incentive plan and the release schedule of each period are shown in the table below:
Lifting of restrictions on sales arrangement lifting of restrictions on sales time lifting of restrictions on sales proportion
The second period for lifting the restrictions on sales shall be from the first trading day 36 months after the completion of the grant registration to 1 / 3 of the grant
The last trading day within 48 months from the date of completion of registration
The third release period is from the first trading day 48 months after the completion of grant registration to 1 / 3 of the grant
The last trading day within 60 months from the date of completion of registration
Adjust to:
The release period of restricted shares in the incentive plan and the release schedule of each period are shown in the table below:
Lifting of restrictions on sales arrangement lifting of restrictions on sales time lifting of restrictions on sales proportion
The second period for lifting the restrictions on sales shall be from the first trading day 48 months after the completion of the grant registration to 1 / 3 of the grant
The last trading day within 60 months from the date of completion of registration
The third release period is from the first trading day 60 months after the completion of grant registration to 1 / 3 of the grant
The last trading day within 72 months from the date of completion of registration
(II) adjust the company's 2019 restricted stock incentive plan to target enterprises
1. Benchmarking enterprises before adjustment
According to the industry classification of wind, the company is a listed company of "pharmaceutical, biotechnology and life technology". 16 A-share listed companies with similar main business types and similar asset operation modes are selected as industry benchmarking enterprises. The names of benchmarking enterprises are as follows:
Serial number stock code securities abbreviation
1 002566. SZ Jilin Jian Yisheng Pharmaceutical Co.Ltd(002566)
2 002898. SZ Sailong Pharmaceutical Group Co.Ltd(002898)
3 002107. SZ Shandong Wohua Pharmaceutical Co.Ltd(002107)
4 603229. SH Zhejiang Ausun Pharmaceutical Co.Ltd(603229)
5 300110. SZ Huaren Pharmaceutical Co.Ltd(300110)
6 600080. SH Ginwa Enterprise (Group) Inc(600080)
7 002198. SZ Guangdong Jiaying Pharmaceutical Co.Ltd(002198)
8 603222. SH Chimin Health Management Co.Ltd(603222)
9 300636. SZ Jiangxi Synergy Pharmaceutical Co.Ltd(300636)
10 300181. SZ Zhejiang Jolly Pharmaceutical Co.Ltd(300181)
11 300436. SZ Fujian Cosunter Pharmaceutical Co.Ltd(300436)
12 002750. SZ Kunming Longjin Pharmaceutical Co.Ltd(002750)
13 300573. SZ Shenyang Xingqi Pharmaceutical Co.Ltd(300573)
14 300534. SZ Gansu Longshenrongfa Pharmaceutical Industry Co.Ltd(300534)
15 603963. SH Dali Pharmaceutical Co.Ltd(603963)
16 000590. SZ enlightens the ancient Han Dynasty
2. Basis for adjustment of benchmarking enterprises
(1) 2019
