Securities abbreviation: Jiangsu Lianhuan Pharmaceutical Co.Ltd(600513) securities code: 600513 Jiangsu Lianhuan Pharmaceutical Co.Ltd(600513)
2019 restricted stock incentive plan (Revised Draft) January 2002
Statement
The company and all directors and supervisors guarantee that there are no false records, misleading statements or major omissions in the incentive plan and its summary, and bear individual and joint legal liabilities for its authenticity, accuracy and completeness. All incentive objects of the company promise that if the company does not comply with the arrangement for granting rights and interests or exercising 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 plan to the company after the relevant information disclosure documents are confirmed to have false records, misleading statements or major omissions.
hot tip
1. The incentive plan is in accordance with the securities law of the people’s Republic of China, the company law of the people’s Republic of China, the Trial Measures for the implementation of equity incentive by state-controlled listed companies (within China) (Guo Zi FA FA FA FA FA FA Fa [2006] No. 175), the notice on issues related to regulating the implementation of equity incentive system by state-controlled listed companies (Guo Zi FA FA FA FA 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), the articles of association of Jiangsu Lianhuan Pharmaceutical Co.Ltd(600513) (hereinafter referred to as “the company” or ” Jiangsu Lianhuan Pharmaceutical Co.Ltd(600513) “) and other relevant laws, regulations, rules and normative documents are formulated. 2. The incentive tool adopted in this incentive plan is restricted stock. The source of stock is Jiangsu Lianhuan Pharmaceutical Co.Ltd(600513) (hereinafter referred to as ” Jiangsu Lianhuan Pharmaceutical Co.Ltd(600513) ” or “the company” and “the company”) to issue A-share common shares to the incentive object.
3. 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.
4. During the period from the date of announcement of the incentive plan to the completion of the restricted stock registration of the incentive object, 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 or number of restricted shares will be adjusted accordingly according to the incentive plan.
5. The incentive objects of the restricted stock incentive plan are 15 people, including directors, senior managers and core backbone personnel of the company.
6. The validity period of this incentive plan shall be calculated from the date of completion of the registration of restricted stock grant, and the maximum period shall not exceed 60 months.
7. The validity period of this restricted stock includes the 24 month restriction period and the 36 month release period after the grant. During the restricted sale period, the restricted shares held by the incentive object under the incentive plan will be restricted and shall not be transferred in any form.
8. 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 of the financial report of the most recent fiscal year is given a negative opinion or unable to express an opinion by the 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.
9. The performance conditions for granting restricted shares under this incentive plan are as follows: the net profit attributable to the shareholders of the listed company in 2018 after deducting non recurring profits and losses and the basic earnings per share after deducting non recurring profits and losses are not lower than the average value of the previous year and the company’s first three years, and not lower than the 50th percentile level of the target enterprise; The proportion of cash dividends in 2018 shall not be less than 30%.
10. The performance conditions for the release of restricted shares granted under the incentive plan are as follows:
Performance assessment objectives during the lifting of sales restrictions
Earnings per share in 2020 shall not be less than 0.32 yuan; The growth rate of net profit in 2020 is not lower than that in 2018, and the first unlocking period is 32.16% (corresponding to the absolute value of net profit in 2020 is 96.7772 million yuan); And the above indicators
No lower than the 75th percentile of the benchmarking enterprise;
The proportion of cash dividends in 2020 shall not be less than 30%.
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%.
Note: (1) the above “net profit” refers to the net profit attributable to the shareholders of the listed company after deducting recurring profits and losses.
(2) The above “earnings per share” = net profit / total share capital attributable to shareholders of the listed company after deducting non recurring profits and losses. During the validity period of equity incentive, when calculating the earnings per share, if the company implements public offering or non-public offering in the current year, the newly increased share capital may not be included in the calculation of the increase in share capital in the current year and future years.
11. The funds for the incentive object to subscribe for restricted shares shall be raised by individuals. The company shall not provide loans and other forms of financial assistance for the incentive object to obtain restricted shares in accordance with the incentive plan, including providing guarantee for its loans.
12. The company promises that the major shareholders or actual controllers holding more than 5% shares and their spouses and immediate relatives do not participate in the incentive plan.
13. The incentive plan shall be reviewed and approved by the state owned assets supervision and Administration Commission of Yangzhou Municipal People’s Government before the company can convene the general meeting of shareholders to review and approve the incentive plan and implement it. When the general meeting of shareholders of the company votes on the incentive plan, the independent directors shall solicit entrusted voting rights from all shareholders for the incentive plan, and the company shall provide online voting while providing on-site voting.
14. After the equity incentive plan is deliberated and approved by the general meeting of shareholders, the company shall grant restricted shares to the incentive object within 60 days, and complete the announcement and registration. The board of directors of the company shall timely disclose the announcement of relevant implementation after the registration of the granted restricted shares is completed.
15. After the implementation of the incentive plan, the equity distribution will not meet the requirements of listing conditions.
catalogue
Chapter I interpretation Chapter II purpose of implementing the incentive plan 8 Chapter III Management Organization of this incentive plan Chapter IV determination basis and scope of incentive objects Chapter V number and source of underlying shares involved in this incentive plan Chapter VI validity period, grant date, restriction period, release of restriction arrangement and lock up period of the incentive plan
…… Chapter VII grant price of restricted shares and its determination method Chapter VIII conditions for granting incentive objects and conditions for lifting sales restrictions Chapter IX adjustment methods and procedures of restricted stocks Chapter X accounting treatment of restricted stocks Chapter XI implementation procedures of restricted stock incentive plan Chapter 12 respective rights and obligations of the company and incentive objects Chapter 13 handling of changes in the company and incentive objects Chapter XIV principles for repurchase and cancellation of restricted shares Chapter 15 other important matters thirty-three
Chapter I interpretation
Unless otherwise specified, the following words shall have the following meanings in this document:
Jiangsu Lianhuan Pharmaceutical Co.Ltd(600513) . The company refers to Jiangsu Lianhuan Pharmaceutical Co.Ltd(600513) company
This incentive plan refers to the 2019 Jiangsu Lianhuan Pharmaceutical Co.Ltd(600513) restricted stock incentive plan
The listed company grants a certain number of shares of the company to the incentive object according to the predetermined conditions. Restricted shares refer to the restricted shares that can be lifted and listed for circulation only after the incentive object’s working years or performance objectives meet the conditions specified in the equity incentive plan
Incentive objects refer to employees who are eligible to receive a certain number of restricted shares in accordance with the provisions of this incentive plan
The grant date refers to the date on which the company grants restricted shares to the incentive object, and the grant date must be the trading day
Grant price refers to the price of each restricted stock granted by the company to the incentive object
The term of validity refers to the period from the date of completion of the registration of restricted shares granted to incentive objects by the company to the date of expiration of the restricted stock release period or the date of completion of repurchase cancellation
The restricted sale period refers to the period during which the restricted shares granted to the incentive object under the incentive plan are prohibited from being transferred, used for guarantee and debt repayment
The release period refers to the period during which the restricted shares held by the incentive object can be released and listed for circulation after the release conditions specified in the incentive plan are met
The date of lifting the restriction on sale refers to the date on which the restricted shares held by the incentive object are lifted after the conditions for lifting the restriction on sale specified in the incentive plan are met
The conditions for lifting the restriction on sales refer to the conditions that must be met for the restricted shares obtained by the incentive object to be lifted according to the incentive plan
CSRC refers to the China Securities Regulatory Commission
Stock exchange means Shanghai Stock Exchange
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 Trial Measures refer to the Trial Measures for the implementation of equity incentive by state-controlled listed companies (domestic) (gzfdd No. [2006] 175)
Notice on Standardization (No. 171 refers to the notice on issues related to regulating the implementation of equity incentive system by state-controlled listed companies) (gzffd [2008] No. 171)
The Administrative Measures refer to the administrative measures for equity incentive of listed companies
Articles of association means the Jiangsu Lianhuan Pharmaceutical Co.Ltd(600513) articles of association
Yuan means RMB yuan
Chapter II purpose of implementing the 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, according to the company law This incentive plan is formulated in accordance with the relevant provisions of the securities law, the Trial Measures (document 175) issued by the state owned assets supervision and Administration Commission of the State Council, the normative notice (document 171), the management measures issued by the CSRC and other relevant regulations, in combination with the current management systems such as the salary system and performance appraisal system of the company.
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 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.
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 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 incentive objects, independent directors and supervisors
