Jiangsu Lianhuan Pharmaceutical Co.Ltd(600513)
In order to ensure the smooth progress of the equity incentive plan of Jiangsu Lianhuan Pharmaceutical Co.Ltd(600513) (hereinafter referred to as “the company”), further improve the corporate governance structure, form a good and balanced value distribution system, and encourage the directors, senior managers and core backbone personnel of the company to work honestly and diligently, These measures are formulated in accordance with relevant national regulations and the actual situation of the company to ensure the steady improvement of the company’s performance and the realization of the company’s development strategy and business objectives.
1、 Assessment purpose
Further improve the corporate governance structure, establish and improve the company’s incentive and restraint mechanism, promote the incentive objects to work honestly and diligently, ensure the realization of the company’s development strategy and business objectives, promote the sustainable development of the company, and ensure the smooth implementation of the company’s equity incentive plan.
2、 Assessment principle
The assessment and evaluation must adhere to the principles of fairness, openness and fairness, and evaluate in strict accordance with these measures and the performance of the assessment objects, so as to realize the close combination of the equity incentive plan with the work performance and contribution of the incentive objects, so as to improve the management performance and maximize the interests of the company and all shareholders.
3、 Assessment scope
These measures are applicable to all incentive objects participating in the company’s incentive plan, including directors, senior managers and core backbone personnel of the company.
4、 Assessment organization
The nomination and salary assessment committee of the board of directors of the company is responsible for leading and organizing the assessment, and assessing all incentive objects.
5、 Performance evaluation indicators and standards
The share of restricted shares that can be released in the current year of the incentive object shall be jointly determined according to the assessment results at the company level and individual level.
(I) performance assessment requirements at the company level
1. Performance evaluation conditions at the time of Grant:
The performance conditions for granting restricted shares under the incentive plan are:
In 2018, the net profit attributable to the shareholders of the listed company after deducting non recurring profits and losses and the basic earnings per share after deducting non recurring profits and losses shall not be lower than the average value of the previous year and the first three years of the company, and shall not be lower than the 50th percentile level of the benchmark enterprise; The proportion of cash dividends in 2018 shall not be less than 30%.
2. Performance evaluation conditions when lifting sales restrictions:
The restricted shares granted by the incentive plan shall be subject to annual performance assessment and the restriction shall be lifted in the three fiscal years during the period of lifting the restriction, so as to meet the performance assessment objectives as the conditions for lifting the restriction. The performance evaluation during the lifting of the restriction period is 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.
If the conditions for lifting the restrictions on sales in the current period are not met, the company shall repurchase and cancel the restricted shares that can be lifted in the current year in accordance with the provisions of the incentive plan.
(II) individual level assessment of incentive objects
Only when the performance appraisal of the previous year meets the conditions, the incentive object can partially or fully lift the restriction on the sale of restricted shares in the current period. The specific proportion of lifting the restriction is determined according to the individual performance appraisal results of the incentive object. The performance evaluation results (s) are divided into five grades, and the special circumstances in the performance evaluation shall be determined by the board of directors. See the following table for details:
Performance evaluation results (s) AAA AA a B C
Standard coefficient 1.0 0.9 0.8 0.7 0
Only after the incentive object passed the examination in the previous year can it be qualified to lift the sales restriction of restricted shares in the current year. The actual amount of individual lifting the sales restriction in the current year = standard coefficient × The individual plans to lift the sales restriction limit in the current year. If the conditions for lifting the restrictions on sales in the current period are not fulfilled due to the non-compliance of the performance assessment at the company level or the performance assessment at the individual level, the corresponding restricted shares shall not be lifted or deferred to the lifting of the restrictions in the next period, and shall be repurchased by the company according to the granted price. 6、 Assessment period and times
1. Assessment period
The fiscal year prior to the grant or release of restricted shares to the incentive object.
2. Assessment times
The incentive period of restricted stock is planned to be once a year.
7、 Assessment procedure
Under the guidance of the nomination and salary appraisal committee of the board of directors, the human resources management department of the company is responsible for the specific appraisal work, saves the appraisal results, forms a performance appraisal report on this basis and submits it to the nomination and salary appraisal committee of the board of directors.
8、 Assessment result management
1. Feedback and appeal of assessment results
The appraisee has the right to know his own appraisal results. The working group of the nomination and salary appraisal committee of the board of directors shall notify the appraisee of the appraisal results within five working days after the end of the appraisal.
If the appraisee has any objection to his / her appraisal results, he / she can communicate with the human resources management department for settlement. If it cannot be properly solved, the assessed object can appeal to the nomination and salary assessment committee of the board of directors. The nomination and salary assessment committee shall review and determine the final assessment result or grade within 10 working days.
2. Filing of assessment results
After the assessment, the assessment results shall be archived and saved as confidential data.
9、 Supplementary Provisions
1. These Measures shall be formulated, interpreted and revised by the board of directors.
2. These measures have been deliberated and approved by the general meeting of shareholders of the company and will be implemented after the equity incentive plan takes effect.
Jiangsu Lianhuan Pharmaceutical Co.Ltd(600513) board of directors
January 21, 2022
