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Announcement on the achievement of the third lifting of the restricted sales per
Announcement on the achievement of the third lifting of the restricted stock period of the restricted stock incentive plan in 2016
Source: Juchao Information Network 2020-1-20 10:26:20
Stock code: 002365 Stock abbreviation: Yongan Pharmaceutical Announcement number: 2020-04
Qianjiang Yongan Pharmaceutical Co., Ltd. Regarding the Third Lifting Period of Restricted Stock Incentive Plan in 2016
Announcement of the achievement of lifting the restricted sales conditions
The company and all members of the board of directors guarantee the truthfulness, accuracy and completeness of the information disclosed, and there are no false records, misleading statements or major omissions.
On January 10, 2020, Qianjiang Yongan Pharmaceutical Co., Ltd. (hereinafter referred to as the "Company") held the 14th meeting of the 5th Board of Directors, which reviewed and approved the "Regarding the third cancellation of the company's 2016 restricted stock incentive plan The Proposal on the Achievement of the Restriction of Sale Conditions During the Restricted Period", the relevant matters are hereby announced as follows:
1. Brief description of equity incentive plan
1. On November 17, 2016, the fourteenth meeting of the fourth board of directors of the company and the eighth meeting of the fourth board of supervisors deliberated and approved the "2016 Restricted Stock Incentive Plan (Draft)" and its summary. "Proposal on the Company's <2016 Restricted Stock Incentive Plan Implementation Evaluation Management Measures>" and "Proposal on Requesting the General Meeting of Shareholders to Authorize the Board of Directors to Deal with Equity Incentive Related Matters". The independent directors of the company issued independent opinions on whether this equity incentive plan is conducive to the company's sustainable and healthy development and whether there is a situation that harms the interests of the company and all shareholders, especially small and medium shareholders.
2. On December 9, 2016, the Fifteenth Meeting of the Fourth Board of Directors and the Ninth Meeting of the Fourth Board of Supervisors reviewed and approved the "About the Company's 2016 Restricted Stock Incentive Plan (Revised Draft)" and its summary "Proposal", "Proposal on the Company's <2016 Restricted Stock Incentive Plan Implementation Assessment Management Measures (Revised Draft)>, and "Proposal on Proposal to Convene the 2016 Second Extraordinary General Meeting of Shareholders." The independent directors of the company issued independent opinions on the revision of this equity incentive plan.
3. On December 27, 2016, the company’s 2016 second extraordinary general meeting of shareholders deliberated and approved the “Proposal on the Company's 2016 Restricted Stock Incentive Plan (Revised Draft)” and “About the Company's 2016 Annual Restricted Stock Incentive Plan Implementation Assessment Management Measures (Revised Draft)> Proposal", "Proposal on submitting to the shareholders meeting to authorize the board of directors to handle equity incentive related matters."
4. On January 18, 2017, the sixteenth meeting of the fourth board of directors and the tenth meeting of the fourth board of supervisors deliberated and passed the "Proposal on Adjusting the 2016 Restricted Stock Incentive Plan" and Proposal on Granting Restricted Stocks to Incentive Objects. The independent directors of the company issued an independent opinion on this, and believed that the subject qualification of the incentive object was legal and effective, and the determined grant date complied with relevant regulations.
5. On February 9, 2017, the company disclosed the "Announcement on Completion of Registration of Restricted Stock Incentive Plan in 2016" on www.cninfo.com.cn. The company’s 2016 restricted stock incentive plan was granted on January 18, 2017, with a price of 13.52 yuan per share, 143 incentive objects, and 9.455 million shares granted. The restricted stock’s listing date was February 2017 October 10.
6. On February 2, 2018, the 21st meeting of the fourth board of directors of the company and the 15th meeting of the fourth board of supervisors deliberated and approved the "Regarding the first lifting of the restricted stock The Proposal on the Achievement of Sales Conditions" agreed to apply for the lifting of the restriction on the 4.275 million restricted stocks held by 143 eligible incentive objects during the first lifting period. On February 13, 2018, the company disclosed the " Indicative Announcement on the First Release of the Restricted Stock Period to Unlock the Listing of Shares for the 2016 Restricted Stock Incentive Plan ". February 14.
7. On January 24, 2019, the Eighth Meeting of the Fifth Board of Directors and the Fourth Meeting of the Fifth Board of Supervisors reviewed and approved the "Achievements on the Second Release of the Restricted Stock Incentive Plan for the 2016 Restricted Stocks "Proposal", agreed to apply for the lifting of the restriction on the 4.254.75 million restricted stocks held by 143 eligible incentive objects during the second lifting period.
8. On January 10, 2020, the Fourteenth Meeting of the Fifth Board of Directors and the Ninth Meeting of the Fifth Board of Supervisors deliberated and approved the "Regarding the Third Lifting Period of Restricted Stock Incentive Plan for the 2016 Restricted Stocks The Achievement Proposal, agreeing to apply for the lifting of the restriction on the 2,836,500,000 restricted stocks held by 143 eligible incentive objects during the third lifting period.
2. Achievement of the conditions for lifting the sales restriction during the third period of the equity incentive plan
(1) Explanation of the expiry of the restricted sale period
According to the company's "2016 Restricted Stock Incentive Plan (Revised Draft)", the restricted stocks granted by this incentive plan are released from the restricted stock period and the time schedule for lifting the restricted stock in each period is as follows:
| Lifting of sales restrictions | Lift the time limit | Ratio of lifted sales restrictions |
|---|---|---|
| The first lifting period | From the first trading day 12 months after the grant date to the last trading day within 24 months from the grant date | 50% |
| The second lifting period | From the first trading day 24 months after the grant date to the last trading day within 36 months from the grant date | 30% |
| The third lifting period | From the first trading day 36 months after the grant date to the last trading day within 48 months from the grant date | 20% |
As mentioned above, the third lifting of the restriction period is from the first trading day 36 months after the completion of grant registration to the last trading day within 36 months from the completion of grant registration. The restricted stocks granted by the company’s incentive plan are granted on January 18, 2017, and the listing date is February 10, 2017. The third period of the restricted stocks granted by the company’s incentive plan will be lifted in February 2020. Expires on the 10th.
(2) Explanation of the achievement of lifting restrictions on sales
| Lifting sales restrictions | Achievements |
|---|---|
| 1. The company did not have any of the following situations: (1) The most recent fiscal year's financial report was issued by a certified public accountant with a negative opinion or an audit report that could not express an opinion; (2) The internal control of the most recent fiscal year's financial report was negatively issued by a certified accountant An opinion or an audit report that cannot express an opinion; (3) In the past 36 months after listing, there have been cases where profit distribution has not been carried out in accordance with laws and regulations, the company's articles of association, and public promises; ( 4 ) The laws and regulations stipulate that no equity incentives shall be implemented; ( 5 ) Other circumstances recognized by the China Securities Regulatory Commission. | The company did not have the aforementioned circumstances and met the conditions for lifting sales restrictions. |
| 2 , any incentive object not a situation occurs as follows: (1) recent 12 is recognized stock exchange within months of unsuitable persons; (2) most recent 12 within months by the Chinese Securities Regulatory Commission and its agencies as improper person ; (3) most recent 12 -month internal significant violation of laws by the Chinese Securities Regulatory Commission ; and its agencies will take Shichangjinru administrative penalties or measures (4) may not serve as directors, senior management situations specified with the "company Law" ; (5) laws and regulations may not participate in the equity of listed companies incentives; ( 6 other cases) recognized by the China Securities regulatory Commission. | The incentive objects did not occur in the foregoing circumstances and met the conditions for lifting the restriction on sales. |
| 3. Performance appraisal requirements at the company level: The third period for lifting the sales restriction: Based on the average net profit after deducting extraordinary gains and losses from 2013 to 2015, the net profit growth rate in 2018 will not be less than 80%. The calculation of the above " net profit " indicator is based on the net profit before the incentive cost of this and subsequent incentive plans, and refers to the net profit attributable to shareholders of the listed company after deducting non-recurring gains and losses. | The company's performance achievements: The net profit after deducting non-recurring gains and losses in 2018 was 163,735,600 yuan, a year-on-year increase of 1578.41% compared to the average net profit after deducting non-recurring gains and losses from 2013 to 2015 . The above performance conditions have been met, and the conditions for lifting sales restrictions are met. |
| 4. Individual level performance appraisal requirements: The individual level appraisal of the incentive objects is organized and implemented in accordance with the relevant provisions of the company's current employee performance appraisal system, and the total evaluation results of each appraisal year of the incentive objects are scored, and the evaluation result is " passed and above " Only then can the sales restrictions be released in batches according to the percentage of sales restrictions specified in the incentive plan. | Personal level performance achievements: The 2018 annual 143 incentive target performance appraisal results are " qualified and above " to meet |
To sum up, the board of directors believes that the company’s "2016 Restricted Stock Incentive Plan (Draft Revision)" has established the third release of the restricted sale period and the conditions for lifting the restricted sale have been fulfilled, and the restricted stock incentive plan implemented this time is consistent with There are no differences in the disclosed incentive plans. According to the authorization of the second extraordinary general meeting of shareholders in 2016, the company handled the third lifting of the restricted sales period in accordance with the relevant regulations of the 2016 restricted stock incentive plan.
3. Situation of restricted stocks that can actually be lifted this time
According to the relevant provisions of the company's "2016 Restricted Stock Incentive Plan (Draft Revision)", the number of restricted stocks that can be released during the third period of lifting of restricted sales accounted for 20% of the restricted stocks, which was 1,891,100 shares. According to the 2017 equity distribution plan that has been implemented on May 15, 2018: based on the total share capital of 196,455,000 shares, the company’s capital reserve will be transferred to all shareholders by 5 shares for every 10 shares as of December 31, 2017. This cancellation The number of restricted stocks subject to sales restrictions will be adjusted accordingly. Therefore, there are a total of 143 incentive objects that meet the conditions for lifting the sales restriction this time, and the number of restricted stocks that can be released during the third lifting period is 2,836,500 shares, accounting for 294,682,500 shares of the company’s total share capital. 0.96%. details as follows:
| Name | Position | The number of restricted stocks granted ( ten thousand shares, the number before the profit distribution ) | The number of shares that can be lifted this time (10,000 shares, the number after the profit distribution and bonus shares) | The remaining number of restricted stocks that have not been lifted (ten thousand shares, the number after the profit distribution and bonus shares) |
|---|---|---|---|---|
| Wu Yuxi | Managing Director | 40.000 | 12.000 | 0.000 |
| Ding Hongli | Director, Deputy General Manager | 30.000 | 9.000 | 0.000 |
| Dong Shihao | Deputy General Manager | 25.000 | 7.500 | 0.000 |
| Fang Xiquan | Deputy General Manager | 25.000 | 7.500 | 0.000 |
| Wang Zhihua | Deputy General Manager | 25.000 | 7.500 | 0.000 |
| Wu Xiaobo | Chief Financial Officer, Secretary of the Board | 25.000 | 7.500 | 0.000 |
| Hong Rengui | Deputy General Manager | 16.000 | 4.800 | 0.000 |
| Luo Baineng | Senior management | 16.000 | 4.800 | 0.000 |
| Mei Songlin | Senior management | 16.000 | 4.800 | 0.000 |
| Dai Xiangzhen | Senior management | 16.000 | 4.800 | 0.000 |
| Li Shaobo | Senior management | 8.800 | 2.640 | 0.000 |
| Middle-level managers and core (technical) personnel ( 132 people) | 702.7 00 | 210.81 0 | 0.000 | |
| total | 945.500 | 283.65 0 | 0.000 | |
According to the "Company Law", "Securities Law" and other relevant laws and regulations, the company's directors and senior executives Mr. Wu Yuxi, Ms. Ding Hongli, senior executives Mr. Dong Shihao, Mr. Fang Xiquan, Mr. Wang Zhihua, Mr. Wu Xiaobo, Mr. Hong Rengui After the restricted stocks held by Mr. Luo Baineng, Mr. Mei Songlin, Ms. Dai Xiangzhen and Mr. Li Shaobo are lifted, 25% of the company’s total shares held during their term of office will be actually listed and tradable shares, and the remaining 75% of the shares will continue to be locked up and must comply with the China Securities Regulatory Commission The relevant regulations of the Shenzhen Stock Exchange on the buying and selling of company stocks by directors, supervisors and senior managers.
4. Auditing opinions of the Board of Supervisors
The Board of Supervisors of the company checked the list of incentive objects for the third period of restricted stock incentive plan in 2016 that can be released from the restricted sale period. The Board of Supervisors believes that:
The 143 incentive objects whose sales restrictions were lifted this time all complied with the "Administrative Measures for Equity Incentives of Listed Companies", the company's "2016 Restricted Stock Incentive Plan (Revised Draft)" and other relevant regulations. During the evaluation year, the results of the individual performance evaluation of the incentive objects The subject qualifications of the incentive objects that meet the conditions for lifting the sales restriction are legal and valid, and the company's performance evaluation indicators and other conditions for lifting the sales restriction have been fulfilled, satisfying the company's "2016 Restricted Stock Incentive Plan (Revised Draft)" The third period of restriction of restricted stocks was lifted from the restrictions on sales, and the company agreed to deal with the third phase of the restricted stock incentive plan for 143 incentive objects in accordance with relevant regulations.
5. Opinions of independent directors
1. The company has the qualifications to implement the equity incentive plan, and it has not been found that the company has the "Administrative Measures", "Memorandum No. 4" and other relevant laws, regulations and regulatory documents that cannot lift the restrictions on sales;
2. The independent directors have checked the list of incentive objects and believe that the incentive objects that can be released this time have met the conditions for lifting the sales restrictions stipulated in the incentive plan (including the company's overall performance conditions and the individual performance evaluation conditions of the incentive objects). The subject qualifications of the company's incentive objects that can lift the sales restriction this time are legal and valid;
3. The incentive plan’s restrictions on the sale of restricted stocks and the release of restricted stocks for each incentive object comply with relevant laws and regulations such as the "Administrative Measures" and the company's "2016 Restricted Stock Incentive Plan (Revised Draft)" and "2016 The provisions of the "Restricted Stock Incentive Plan Implementation Evaluation Management Measures (Revised Draft)" do not infringe the interests of the company and all shareholders;
4. The company's related directors have avoided voting in accordance with the "Company Law", "Securities Law", "Administrative Measures" and other laws and regulations, regulatory documents and relevant provisions of the "Articles of Association". Incentive plan for the third lifting of the restricted sale period to be released for voting;
5. The lifting of sales restrictions this time will help strengthen the close relationship between the company and the incentive objects, strengthen the concept of common sustainable development, encourage the creation of long-term value, and promote the long-term stable development of the company.
In summary, we unanimously agree that the company shall handle the third phase of the 2016 restricted stock incentive plan related to the lifting of sales restrictions in accordance with relevant regulations.
6. Legal opinions issued by lawyers
Hubei Zhengxin Law Firm believes that the company has fulfilled the relevant legal procedures for the removal of restricted stocks in accordance with the relevant provisions of the Restricted Stock Incentive Plan, and it still needs to apply to the stock exchange and the registration and settlement agency Procedures for lifting restrictions on sales; the conditions for lifting restricted stocks granted to incentive objects of the company this time have been fulfilled; accordingly, the company can grant shares to 143 incentive objects granted to the restricted stock incentive plan in 2016. The restricted stocks granted were lifted from sales restrictions.
Seven, reference documents
1. Resolutions of the 14th meeting of the fifth board of directors of the company;
2. Resolutions of the ninth meeting of the fifth board of supervisors of the company;
3. Independent opinions of the company's independent directors on matters related to the fourteenth meeting of the fifth board of directors;
4. The legal opinion issued by Hubei Zhengxin Law Firm on the third lifting of restrictions on the sale of shares granted by Qianjiang Yongan Pharmaceutical Co., Ltd. under the 2016 restricted stock incentive plan.
Special announcement.
Qianjiang Yongan Pharmaceutical Co., Ltd.
Board of Directors
January 10, 2020
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