On January 31, Tomson Beijian, a leading health care product company, announced its reply to the inquiry letter of the service center. 
Tomson Beijian, whose stock price has hit a new low, has launched an equity incentive plan at the beginning of 2024, which intends to grant a value of 28.4 billion yuan**, while the revenue growth rate of the assessment target in 2024 is only about 361%。As soon as the incentive plan was announced, it caused many investors to "complain" in the Dongcai stock bar. Subsequently, the CSI Small and Medium-sized Investor Service Center, which represents small and medium-sized investors, issued a "Shareholder Inquiry Letter" to the company. Under the circumstance that the company's management has more optimistic expectations for future performance growth, the assessment target of this equity incentive only sets the year-on-year growth rate of operating income in 2024 and 2026 at no less than. 55%, with the company in the last 10 years 21The average annual compound growth rate of 01% is very different, which is 26The 34% revenue growth rate is also huge, and the investment service center requires the reason and reasonableness. In addition, when the company grants shares for pricing, although it meets the regulatory requirements, it is more "tricky", in 85924 yuan, 89344 yuan, 95065 yuan of three ** selected the lowest one (86 yuan). According to the **, the company's general manager Lin Zhicheng made a floating profit of 24.9 million yuan, and director Tang Hui made a floating profit of 8.3 million yuan. The Investment Service Center requires an explanation of the reasons and reasonableness of the selection of the minimum grant**, and whether there is a situation where the equity incentive plan is used to convey benefits to the incentive recipients, including senior executives. The assessment target is well below the historical growth rateCan it be motivating? On January 3, just entering 2024, By-Health threw out a new round of equity incentive plan, which is also the third round of equity incentive in the company's listing 13 years ago. The incentive plan intends to grant 16.8 million restricted shares to 36 core employees, including two directors, supervisors and senior executives, accounting for about 099%, and the first vested benefits will be unlocked in three installments in 2024, 2025 and 2026, with the proportion of vesting in each vesting period respectively. Equity incentive grants are 86 yuan shares, about 5% of the company's stock price at the time of the announcement. According to the share price of Tomson Beijian at that time, the value of these shares reached 28.4 billion yuan, with an average of 7.89 million yuan per capita. For this reason, even if the reserved part is not considered, this equity incentive will bring 1The management expenses of 1.9 billion yuan directly affect the net profit, of which 63.77 million yuan will be apportioned in 2024, 36.54 million yuan in 2025, 17.27 million yuan in 2026, and 1.31 million yuan in 2027. 
However, for such a generous "incentive", the company's assessment requirements are not high. For this performance appraisal target, there are only operating income requirements at the company level, and there are no other indicators such as net profit, specifically based on operating income in 2022, and the growth rate of operating income in 2024 and 2026 will not be less than %. The company's operating income in 2022 and the first three quarters of 2023 will be 786.1 billion yuan, 778.2 billion yuan, according to the operating income of 170.2 billion yuan is estimated at the same level, and the operating income in 2023 will be 94$8.4 billion. Based on this calculation, after the performance appraisal target is converted into a year-on-year growth rate, the year-on-year growth of operating income in 2024 and 2026 will not be less than that. 55%。From the perspective of historical operating performance, the year-on-year growth rate of the company's operating income in the past ten years (2014 to 2023) is as follows. 65% (estimated) with a compound annual growth rate of 2101%, the growth rate of operating income in this performance appraisal is much lower than the historical growth rate in the past 10 years. From the perspective of management expectations, Liang Yunchao, chairman of the company, mentioned in the letter to shareholders in the "2022 Annual Report" that "the national health awareness in the post-epidemic era has burst out, and dietary nutritional supplements (VDS) will inevitably usher in a new round of more certain long-term growth opportunities" "2023 is the first year of the new VDS cycle in the post-epidemic era", and there are more optimistic expectations for future performance growth, and the company's operating income in the first three quarters of 2023 has also achieved a year-on-year increase of 2634% higher growth. To this end, the investment service center requires the company to explain the reasonableness of the year-on-year growth rate of the operating income assessment target in the equity incentive plan that is significantly lower than the growth rate of operating income in the reporting period and lower than the growth rate of the operating income assessment target of the previous two equity incentive plans in combination with the current actual operating situation, external business environment, future development plan and changes in performance drivers, etc., and explain whether the assessment target can play an incentive role. Grant **Select "Lowest Price".Is there a transfer of benefits to executives? The company's grant of this equity incentive was also "tortured". In this equity incentive plan, the restrictive grant is 8$6 shares. From the perspective of relevant provisions, Article 23 of the Measures for the Administration of Equity Incentives of Listed Companies stipulates that, in principle, the grant shall not be lower than the higher of the following: 50% of the average trading price of the company on the first trading day before the announcement of the draft equity incentive plan; 50% of the average trading price of the company** in the 20 trading days, 60 trading days or 120 trading days prior to the announcement of the draft equity incentive plan. According to the calculation of the daily ** data of the company in Dongcai Choice, 50% of the average trading price of the first 20, 60 and 120 trading days before the announcement of the draft incentive plan is 8. per share5924 yuan, 89344 yuan, 95065 yuan. Although the grant** of this equity incentive plan complies with the regulations, the lowest of the options is selected. 
Judging from the company's stock price trend and executive profits, in the past 5 years from 2019 to the present, the company's stock price has reached a low point of 1297 yuan shares, granted in this incentive plan**86 yuan shares, far lower than the company's stock price low in the past 5 years. According to the estimate of the **price and **grant on the date of the announcement of the draft, Lin Zhicheng, general manager of the company, made a floating profit of 24.9 million yuan (3 million shares were granted, accounting for 17.).86%), director Tang Hui floating profit of 8.3 million yuan (1 million shares granted, accounting for 5.).95%）。To this end, the investment service center requires the company to explain the reasons and reasonableness of the selection of the minimum grant of the equity incentive plan, and whether there is a situation where the equity incentive plan is used to convey benefits to the incentive objects, including senior managers, in combination with the relevant provisions of the grant, the company's stock price trend and the remuneration system. The company said the growth rate of the industry has declinedEmphasize that the pricing is compliantFor the above two major issues, the company believes that it is reasonable. The low growth rate of the assessment target is mainly attributed to the decline in industry growth and the intensification of industry competition; With regard to the "lowest price" incentive, the Company emphasizes that the pricing method complies with the relevant provisions of the Administrative Measures for Equity Incentives of Listed Companies. According to Euromonitor data, from 2010 to 2018, the average annual compound growth rate of the total retail scale of the domestic VDS industry was about 115%, 2018 2022 The average annual compound growth rate of the total retail scale of the industry is about 48%。At the same time, in recent years, due to changes in industry regulatory policies, the rise of e-commerce platforms and the impact of the epidemic on consumers' shopping methods, the channel pattern of China's VDS industry has undergone great changes. With the low entry threshold of online channels and the diversification of e-commerce platforms, most of the cutting-edge brands started to make efforts online, and online channels have rapidly developed into the main sales channels of the industry, further intensifying competition in the industry. Tomson Beijian said that with the growth of scale, changes in the industry channel pattern and competitive environment, the growth rate of both the industry and the company has slowed down compared with the past, and the average annual compound growth rate of the company's operating income from 2014 to 2019 was 253%, 2019 2022 operating income compound annual growth rate of 143%。Tomson Beijian said, "When formulating the company-level performance appraisal indicators in this incentive plan, the total retail scale of the industry has maintained a stable single-digit growth in recent years. However, as an industry leader, if the company's assessment requirements are only synchronized with the industry, is it "not worthy of the name"? As for the selection of the "lowest price" to grant incentives, the company insisted on emphasizing that "the restrictive granting pricing method of the incentive plan is in line with the relevant provisions of the Administrative Measures for Equity Incentives of Listed Companies". Tomson Beijian is mainly engaged in the research and development, production and sales of dietary nutritional supplements, listed on the GEM in 2010, since the listing of the company has created a net profit of 12 years increased by 13 times of the "myth", the stock price has also achieved a 10-fold increase in 10 years, the peak of the market value once exceeded 60 billion yuan, becoming a well-known consumer white horse stock in A-shares. Since June 2021, the company's share price has fallen by 60% in two and a half years, and the latest market value is only 25.8 billion yuan. In 2023, the company's performance will stall quarter by quarter, turning negative growth in the third quarter, and the loss is expected in the fourth quarter. In this equity incentive, the company's revenue guidance for the next three years is only a low-single-digit growth, and the net profit is not even a target. 
Editor: Captain Review: Xu Wen.