2021-042 Yan'an Pharmaceutical: Measures for the Evaluation and Management of the Implementation of the Restricted Stock Incentive Plan in 2021
classification： Investor relations
In order to ensure the smooth progress of the equity incentive plan of Shanghai Yan'an Pharmaceutical Yangpu Co., Ltd. (hereinafter referred to as the "Company"), further improve the corporate governance structure of the company, form a well-balanced value distribution system, and encourage the company's senior management and core employees to be honest and diligent Carry out work to ensure the steady improvement of the company’s performance, and to ensure the realization of the company’s development strategy and business objectives. It is specially formulated in accordance with the "Company Law of the People's Republic of China", the "Securities Law of the People's Republic of China" and other relevant laws and regulations, and the provisions of the "Articles of Association" This approach.
1. The purpose of the assessment
Further improve the company’s business management, establish and improve the company’s incentive and restraint mechanism, ensure the smooth implementation of the equity incentive plan, give full play to the role of equity incentives, and fully mobilize the enthusiasm and creativity of the company’s core talents, thereby ensuring the realization of the company’s development strategy and business objectives, Provide assessment basis for the granting and unlocking of the company's equity incentive plan implementation.
2. Assessment principles
Evaluation must adhere to the principles of fairness, openness, fairness, and objectivity, and evaluate strictly in accordance with these Measures and the specific work conditions of the evaluation objects, combining incentives and constraints, so as to improve management performance and maximize the benefits of the company and all shareholders.
Three, the scope of assessment
This method is applicable to all incentive objects determined in this equity incentive plan, including the company's senior management and core employees.
Fourth, the assessment agency
The company’s board of directors is responsible for leading and organizing assessments, and for assessing incentives such as directors, senior managers, and core employees.
5. Assessment indicators and standards
(1) Performance appraisal requirements at the company level
In the three fiscal years from 2021 to 2023, the company will assess the company's performance goals annually, and achieve the company's performance evaluation goals as one of the conditions for lifting the sales restriction in the corresponding year for the incentive objects. Set the performance target completion rate as the performance evaluation target for each year of the granted restricted stocks. If the completion rate of the corresponding annual performance target is less than 100%, all the restricted stocks that the incentive object plans to lift in the current year shall not be lifted, and the company will repurchase and cancel it at the repurchase price.
The assessment indicators for each year are shown in the following table:
Release the restriction period
The first lifting of the restriction period
Net profit after non-deduction (after adjustment) is not less than 30 million yuan
The second lifting of the restriction period
The cumulative net profit after non-deduction (after adjustment) is not less than 65 million yuan (including 2021)
The third lifting of the restriction period
The cumulative net profit after non-deduction (after adjustment) is not less than 105 million yuan (including 2021 and 2022)
Note: The above indicators are subject to the data disclosed in the company’s audited annual report, in which net profit after non-deduction (after adjustment) = net profit after non-deduction in the current period + share payment expenses of this incentive plan confirmed in the current period × (1- The current parent company income tax rate).
(2) Performance appraisal requirements at the individual level
The company will evaluate the incentive objects annually, and determine the percentage of the incentive objects to lift sales restrictions based on the results of the evaluation. Perform performance appraisal based on the work abilities and work performance standards of the motivated objects. The individual evaluation results of the incentive objects are divided into four levels: "A", "B", "C", and "D" (where the evaluation results are "C" and "D" indicating unqualified), corresponding to the proportion of lifting sales restrictions As shown in the following table:
Assessment score (K)
Removal of sales restriction ratio
On the premise that the company-level performance appraisal requirements are met, the number of restricted stocks that can be lifted from the restricted sale by the individual incentive object in the current year = the number of restricted stocks that the individual plans to lift from the restricted sale in the current year × the proportion of the individual lifted from the restricted sale.
6. Assessment period and frequency
(1) Assessment period
The assessment is carried out according to the arrangement for the restricted stocks of the incentive objects to be released from the sale, and the assessment period is within 2 months after the annual report of the corresponding assessment year is announced.
(2) Number of assessments
Once a year during the implementation period of the restricted stock incentive plan.
Seven, assessment procedures
The human resources department of the company is responsible for the specific evaluation work under the guidance of the board of directors, saves the evaluation results, and forms a performance evaluation report on this basis and submits it to the board of directors.
The company adopts a combination of post-related personnel assessment and assessment and assessment by the Human Resources Department to conduct a comprehensive assessment of the assessment objects.
1. According to the company's annual business goals for equity incentives, determine the annual performance goals of each business department and the subject to be assessed, and use this as the basis for annual performance evaluation. When the above goals need to be adjusted due to changes in actual conditions or work needs, the approval of the company's authority must be obtained.
2. The company's human resources department, finance department and other relevant departments carry out specific assessment work under the guidance of the board of directors, responsible for the collection and sorting of assessment data, the calculation of assessment scores for incentive objects, and the summary of assessment results, and form on this basis Preliminary opinions on performance appraisal.
3. The board of directors deliberates the evaluation results of the incentive objects.
8. Feedback and application of assessment results
Appraisers have the right to know their own appraisal results, and the employee’s direct supervisor shall notify the appraisal object of the appraisal results within 5 working days after the end of the appraisal.
If the appraisal object has any disagreement with their own appraisal results, they can communicate with the human resources department to resolve them. If it cannot be resolved through communication, the subject of the assessment can appeal to the General Manager’s Office. The General Manager’s Office shall review and determine the final assessment results within 10 working days.
The Human Resources Department summarizes the final assessment results or relevant opinions of all assessment objects, and submits them to the board of directors for deliberation.
9. Archive the assessment results
1. After the evaluation, the human resources department of the company must retain all the evaluation records of the performance evaluation, and the retention period is three years.
2. In order to ensure the effectiveness of equity incentives, the evaluation record is not allowed to be altered. If it is necessary to modify or re-record, the human resources department must resubmit the revised evaluation materials to the board of directors.
3. The results of the performance appraisal shall be archived as confidential information.
X. Supplementary Provisions
The board of directors is responsible for the formulation, interpretation and modification of these measures, which have been reviewed and approved by the company’s general meeting of shareholders and will be implemented after the equity incentive plan takes effect.
Shanghai Yan'an Pharmaceutical Yangpu Co., Ltd.
Board of Directors
November 16, 2021