Jiangsu Lianhuan Pharmaceutical Co.Ltd(600513)
Summary of 2019 restricted stock incentive plan (Revised Draft)
Important content tips:
Equity incentive method: restricted stock
Source of shares: directional issuance
Total equity of equity incentive and total number of underlying shares involved: the number of restricted shares to be granted under the incentive plan is 2649100 shares, accounting for about 0.93% of the total share capital of the company at the time of announcement of the draft incentive plan of 285456300 shares
1、 Basic information of the company
(I) with the approval of the China Securities Regulatory Commission, the company was listed on the Shanghai Stock Exchange on March 19, 2003. The domicile of the company is located at No. 21, Wenfeng Road, Yangzhou City, Jiangsu Province; The company is mainly engaged in the production of tablets, hard capsules, granules, suppositories and APIs; Operate the export business of the self-produced products of the enterprise and the import business of mechanical equipment, spare parts and raw and auxiliary materials required by the enterprise (except for the commodities and technologies limited or prohibited by the state); Authorized use of drug related technologies, achievement transfer, service consultation, etc.
(II) main performance in recent three years
Unit: RMB currency: RMB
Main accounting data 2018 2017 2016
Operating income 1019238732.07 689099349.22 604860656.33
Net profit attributable to shareholders of listed company: 73556817.83 70547320.63 62690171.83
Net profit attributable to shareholders of the listed company after deducting non recurring profits and losses of 73228395.73 65123621.32 62207462.97
End of 2018 end of 2017 end of 2016
Total assets 1420034949.83 1164477074.18 1066283951.98
Net assets attributable to shareholders of listed companies 930242935.51 878095337.93 826704917.13
Main financial indicators 2018 2017 2016
Basic earnings per share 0.26 0.25 0.22
(yuan / share)
Weighted average return on net assets (%) 8.15 8.29 7.82
(III) composition of the company’s board of directors, board of supervisors and senior executives
1. Composition of the board of directors
The current board of directors of the company consists of 9 directors, namely: Chairman Xia Chunlai, directors Qian Zhenhua, Wu Wenge, pan Heping, Jin Renli and Wang Guangji, and independent directors Chen Lingdi, Zhou Jianping and Zhang Lei.
2. Composition of the board of supervisors
The current board of supervisors of the company is composed of three supervisors: Wu Jianping, chairman of the board of supervisors, Feng Guomin, supervisor, and Wang Yue, employee representative supervisor.
3. Composition of senior management
The company currently has 9 senior managers, including Wu Wenge, general manager, Zhou Jun, pan Heping, Qin Xiongjian, Shen Yi and Zhu Yongjun, deputy general managers, Wang Aixin, chief financial officer, Huang Wentao, Secretary of the board of directors and Chu Qingsong, chief engineer.
2、 Purpose of equity incentive plan
In order to further establish and improve the company’s long-term incentive mechanism, attract and retain excellent talents, fully mobilize the enthusiasm of Jiangsu Lianhuan Pharmaceutical Co.Ltd(600513) senior managers and core backbone employees, effectively combine the interests of shareholders, the company and the personal interests of managers, jointly pay attention to the long-term development of the company and work hard for it, 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 Trial Measures for the implementation of equity incentive by state-controlled listed companies (within China) (Guo Zi FA FA Fen [2006] No. 175) issued by the state owned assets supervision and Administration Commission of the State Council The notice on issues related to regulating the implementation of equity incentive system by state-owned holding listed companies (Guo Zi FA FA FA FA Fa [2008] No. 171), the measures for the administration of equity incentive of listed companies (Order No. 148 of China Securities Regulatory Commission) and other relevant provisions of the CSRC, in combination with the current management systems such as salary system and performance appraisal system of the company, Develop this incentive plan.
3、 Management organization of the incentive plan
(I) 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.
(II) the board of directors is the executive management organization of the incentive plan and is responsible for the implementation of the incentive plan. The nomination and remuneration assessment committee (hereinafter referred to as the “Remuneration 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.
(III) 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 be responsible for reviewing the list of incentive objects. 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 incentive objects exercise their rights and interests, the independent directors and the board of supervisors shall express clear opinions on whether the conditions for the incentive objects to exercise their rights and interests set in the equity incentive plan have been met.
4、 Confirmation basis and scope of 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, trial measures (No. 175), normative notice (No. 171), management measures and other relevant laws, regulations, normative documents and the relevant provisions of the articles of association, in combination with the actual situation of the company.
2. Job basis for determining incentive objects
The incentive objects of this incentive plan are directors, senior managers and core backbone personnel of the company.
3. Assessment basis of incentive object
The incentive object must pass the assessment of the administrative measures for the implementation of Jiangsu Lianhuan Pharmaceutical Co.Ltd(600513) 2019 restricted stock incentive plan.
(II) scope of incentive objects
There are 15 incentive objects involved in the incentive plan, including:
1. Directors and senior managers;
2. Key personnel.
Among the above incentive objects, directors and senior managers must be elected by the general meeting of shareholders or appointed by the board of directors of the company. The incentive objects involved in the incentive plan do not include independent directors, supervisors, shareholders or actual controllers who individually or jointly hold more than 5% of the company’s shares and their spouses, parents and children.
All incentive objects must work in the company within the assessment period of this incentive plan and have signed labor contracts with the company.
(III) verification of incentive objects
1. After the incentive plan is reviewed and approved by the board of directors, the company shall publicize the names and positions of incentive objects internally for a period of not 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.
5、 Equity incentive method and source of underlying stock
The incentive tool adopted in the incentive plan is restricted stock, and its stock source is A-share common stock issued by the company to the incentive object.
6、 Number and distribution of restricted shares to be granted
The number of restricted shares to be granted under the incentive plan is 2649100 shares, accounting for 0.93% of the total share capital of the company at the time of announcement of the draft incentive plan of 285456300 shares.
The number of restricted shares granted to any incentive object in the incentive plan shall not exceed 1% of the total share capital of the company at the time of announcement of the draft incentive plan.
The distribution of restricted shares granted by the incentive plan among incentive objects is shown in the table below:
Name: the proportion of restricted shares granted in the proportion of restricted shares granted in the total number of announcement votes (10000 shares) of the incentive plan and the proportion of total daily share capital
Chairman Xia Chunlai 24.92 9.41% 0.09%
Wu Wenge, director and general manager 22.42 8.46% 0.08%
Vice chairman Qian Zhenhua 21.18 8.00% 0.07%
Pan Heping, director and deputy general manager 19.06 7.19% 0.07%
Zhou Jun, deputy general manager 19.06 7.19% 0.07%
Qin Xiongjian, deputy general manager 19.06 7.19% 0.07%
Zhu Yongjun, deputy general manager 19.06 7.19% 0.07%
Shen Yi, deputy general manager 19.06 7.19% 0.07%
Tu bin, Secretary of discipline inspection and Party committee 17.25 6.51% 0.06%
committee member
Chu Qingsong, chief engineer 19.06 7.19% 0.07%
Huang Kun R & D director 11.50 4.34% 0.04%
Cattle R & D director 15.33 5.79% 0.05%
Ren Tongbin, assistant general manager 11.50 4.34% 0.04%
Hu Changkun assistant general manager 11.50 4.34% 0.04%
Huang Wentao, Secretary of the board of directors 14.95 5.64% 0.05%
Total (15 persons) 264.91 100.00% 0.93%
Note: 1. The shares of the company granted by any of the above incentive objects through all effective equity incentive plans do not exceed 1% of the total share capital of the company. The total number of subject shares involved in all effective incentive plans of the company shall not exceed 10% of the total share capital of the company when the equity incentive plan is submitted to the general meeting of shareholders.
2. The incentive object of the plan promises that the maximum actual income of the restricted stock will not exceed 40% of the total salary level (including the expected income of the restricted stock incentive) at the time of grant, and the excess income will be owned by the company.
3. The incentive objects of the plan do not participate in the equity incentive plans of two or more listed companies at the same time, and there are no major shareholders or actual controllers holding more than 5% of the company’s equity, their spouses and immediate relatives among the incentive objects.
7、 Grant price and determination method of grant price
(I) grant price
The grant price of this restricted stock is 4.25 yuan per share, that is, after meeting the grant conditions, the incentive object can purchase the company’s additional restricted stock issued by the company to the incentive object at the price of 4.25 yuan per share.
(II) the grant price of restricted shares, that is, the contribution price of employees, shall be determined by the board of directors. According to the relevant provisions of the SASAC of the State Council and the CSRC, the grant price shall be determined according to the principle of fair market price and shall not be lower than the highest of the following prices:
(1) 50% of the average trading price of the company’s shares on the trading day before the publication of the draft and summary of the equity incentive plan; (2) 50% of the average trading price of the company’s shares 20 trading days, 60 trading days or 120 trading days before the publication of the draft and summary of the equity incentive plan;
