Securities code: 600513 securities abbreviation: Jiangsu Lianhuan Pharmaceutical Co.Ltd(600513) Announcement No.: 2022-002 Jiangsu Lianhuan Pharmaceutical Co.Ltd(600513)
Announcement on resolutions of the second extraordinary meeting of the eighth board of directors
Special tips:
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. 1、 Convening and holding of the meeting
The second interim meeting of the eighth board of directors (hereinafter referred to as "the meeting") of Jiangsu Lianhuan Pharmaceutical Co.Ltd(600513) (hereinafter referred to as "the company") was held by means of communication voting on January 21, 2022. The notice of this meeting will be sent by e-mail on January 12, 2022. There shall be 9 directors present at the meeting, and the actual number of directors present at the meeting shall comply with the provisions of the articles of association. The meeting was presided over by Mr. Wu Wenge, chairman of the company. The meeting has gone through appropriate convening and notification procedures, complies with the provisions of the company law of the people's Republic of China, relevant laws and regulations and the articles of association, and the meeting is legal and effective.
2、 Resolution content and voting
The following proposals were carefully deliberated at the meeting. After voting by means of communication, the directors present at the meeting unanimously passed the following resolutions:
1. The proposal on adjusting the repurchase price of restricted shares was deliberated and adopted
According to the provisions of the company's 2019 restricted stock incentive plan (Draft) and the annual equity distribution in 2019 and 2020, it is agreed to adjust the restricted stock repurchase price, and the adjusted restricted stock repurchase price is 3.98 yuan / share.
See the website of Shanghai Stock Exchange www.sse.com for details com. cn.， Announcement of Jiangsu Lianhuan Pharmaceutical Co.Ltd(600513) on the unfulfilled conditions for lifting the restrictions during the first lifting period of the company's restricted stock incentive plan in 2019, adjusting the repurchase price and repurchase and cancel some restricted shares, Announcement No. 2022-004.
See the website of Shanghai Stock Exchange www.sse.com for the independent opinions of independent directors, the opinions of the board of supervisors and the legal opinions of lawyers com. cn.。
The directors Mr. Xia Chunlai, Mr. Wu Wenge, Mr. Qian Zhenhua and Mr. Pan Heping are the incentive objects of the current restricted stock incentive plan, all of which belong to affiliated directors, and have avoided voting on the proposal.
(voting: 5 in favor, 0 against, 0 abstention, Xia Chunlai, Wu Wenge, Qian Zhenhua and pan Heping, affiliated directors, abstained from voting)
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
2. The proposal on the unfulfilled conditions for lifting the restrictions on sales in the first lifting period of the company's restricted stock incentive plan in 2019 and the repurchase and cancellation of some restricted shares was reviewed and approved
In view of the performance assessment target of the company's restricted stock incentive plan in 2019 for the first release period, the growth rate of net profit in 2020 over 2018 is lower than the 75th percentile of the benchmark enterprise, and the conditions for the release of restrictions in the first release period of the restricted stock incentive plan in 2019 are not met, according to the company's restricted stock incentive plan in 2019 (Draft) According to the measures for the assessment and management of the implementation of the company's restricted stock incentive plan in 2019, it is agreed to repurchase and cancel 844696 restricted shares of 14 incentive objects that do not meet the conditions for lifting the restrictions in the first lifting period, and the repurchase price is 3.98 yuan / share. The cancellation of this repurchase will not have a significant impact on the company's financial status and operating performance.
See the website of Shanghai Stock Exchange www.sse.com for details com. cn.， Announcement of Jiangsu Lianhuan Pharmaceutical Co.Ltd(600513) on the unfulfilled conditions for lifting the restrictions during the first lifting period of the company's restricted stock incentive plan in 2019, adjusting the repurchase price and repurchase and cancel some restricted shares, Announcement No. 2022-004.
See the website of Shanghai Stock Exchange www.sse.com for the independent opinions of independent directors, the opinions of the board of supervisors and the legal opinions of lawyers com. cn.。
Directors Mr. Xia Chunlai, Mr. Wu Wenge, Mr. Qian Zhenhua and Mr. Pan Heping were the incentive objects of the current restricted stock incentive plan and avoided voting.
(voting: 5 in favor, 0 against, 0 abstention, Xia Chunlai, Wu Wenge, Qian Zhenhua and pan Heping, affiliated directors, abstained from voting)
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
3. The proposal on Revising the administrative measures for the implementation and assessment of Jiangsu Lianhuan Pharmaceutical Co.Ltd(600513) 2019 restricted stock incentive plan was considered and adopted
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, It is proposed to adjust the second and third assessment years of the company's restricted stock incentive plan in 2019 to 2022 and 2023 respectively, and other performance assessment objectives remain unchanged. Based on the above adjustments, the corresponding contents in the management measures for the implementation and assessment of the company's restricted stock incentive plan in 2019 are revised.
See the website of Shanghai Stock Exchange www.sse.com for details com. cn.， Announcement of Jiangsu Lianhuan Pharmaceutical Co.Ltd(600513) on the revision of 2019 restricted stock incentive plan (Draft) and implementation assessment management measures, Announcement No. 2022-008.
See the website of Shanghai Stock Exchange www.sse.com for the independent opinions of independent directors, the opinions of the board of supervisors and the legal opinions of lawyers com. cn.。
Directors Mr. Xia Chunlai, Mr. Wu Wenge, Mr. Qian Zhenhua and Mr. Pan Heping were the incentive objects of the current restricted stock incentive plan and avoided voting.
(voting: 5 in favor, 0 against, 0 abstention, Xia Chunlai, Wu Wenge, Qian Zhenhua and pan Heping, affiliated directors, abstained from voting)
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
4. The proposal on adjusting the benchmarking enterprises of the company's 2019 restricted stock incentive plan was reviewed and approved. According to the relevant adjustment basis and in combination with the operation of 16 benchmarking enterprises in the company's 2019 restricted stock incentive plan (Draft) (hereinafter referred to as the "incentive plan") in recent years, the company agreed to adjust some benchmarking enterprises in the incentive plan, Eliminate the benchmarking enterprises that are no longer suitable for the company's restricted stock incentive plan due to major changes in their main business. At the same time, in order to ensure the rationality of the number of benchmarking companies and the representativeness of benchmarking results, more fully reflect the overall performance of the benchmarking industry and comprehensively reflect the fluctuation of industry performance, It is proposed to select 18 benchmarking enterprises that belong to "pharmaceutical, biotechnology and life technology" and are similar to the company in terms of market value, total operating income, net profit after deducting non recurring profits and losses, earnings per share and other indicators, and a total of 33 benchmarking enterprises after adjustment.
The adjustment of the benchmarking enterprise is only applicable to the performance assessment in 2022 and 2023, not in 2020 and 2021.
See the website of Shanghai Stock Exchange www.sse.com for details com. cn.， Announcement of Jiangsu Lianhuan Pharmaceutical Co.Ltd(600513) on matters related to the adjustment of the company's restricted stock incentive plan in 2019, Announcement No. 2022-006. See the website of Shanghai Stock Exchange www.sse.com for the independent opinions of independent directors, the opinions of the board of supervisors and the legal opinions of lawyers com. cn.。
Directors Mr. Xia Chunlai, Mr. Wu Wenge, Mr. Qian Zhenhua and Mr. Pan Heping were the incentive objects of the current restricted stock incentive plan and avoided voting.
(voting: 5 in favor, 0 against, 0 abstention, Xia Chunlai, Wu Wenge, Qian Zhenhua and pan Heping, affiliated directors, abstained from voting)
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
5. The proposal on Revising the restricted stock incentive plan (Draft) and its summary for Jiangsu Lianhuan Pharmaceutical Co.Ltd(600513) 2019 was deliberated and adopted
In view of the adjustment of relevant matters of the company's 2019 restricted stock incentive plan, the corresponding contents in the company's 2019 restricted stock incentive plan (Draft) and its summary are revised.
See the website of Shanghai Stock Exchange www.sse.com for details com. cn.， Announcement of Jiangsu Lianhuan Pharmaceutical Co.Ltd(600513) on the revision of 2019 restricted stock incentive plan (Draft) and implementation assessment management measures, Announcement No. 2022-008.
See the website of Shanghai Stock Exchange www.sse.com for the independent opinions of independent directors, the opinions of the board of supervisors and the legal opinions of lawyers com. cn.。
Directors Mr. Xia Chunlai, Mr. Wu Wenge, Mr. Qian Zhenhua and Mr. Pan Heping were the incentive objects of the current restricted stock incentive plan and avoided voting.
(voting: 5 in favor, 0 against, 0 abstention, Xia Chunlai, Wu Wenge, Qian Zhenhua and pan Heping, affiliated directors, abstained from voting)
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
6. The proposal on repurchase, cancellation and reduction of registered capital of the company's restricted shares was deliberated and adopted
After the completion of the repurchase and cancellation of restricted shares, the total share capital of the company will be reduced from 287990370 shares to 287145674 shares, and the registered capital of the company will be reduced from 287990370 yuan to 287145674 yuan. (voting: 9 in favor, 0 against and 0 abstention)
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
7. Deliberated and passed the proposal on Amending the articles of Association
Due to the reduction of registered capital due to the repurchase and cancellation of some restricted shares in the company's restricted stock incentive plan in 2019, it is agreed to amend the relevant provisions in the articles of association.
See the website of Shanghai Stock Exchange www.sse.com for details com. cn.， Announcement of Jiangsu Lianhuan Pharmaceutical Co.Ltd(600513) on Amending the articles of association, Announcement No. 2022-007.
(voting: 9 in favor, 0 against and 0 abstention)
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
The above proposals shall be submitted to the general meeting of shareholders of the company for deliberation, and the time of the general meeting of shareholders will be notified separately. It is hereby announced.
Jiangsu Lianhuan Pharmaceutical Co.Ltd(600513) board of directors January 22, 2022
