Securities code: 600963 securities abbreviation: Yueyang Forest & Paper Co.Ltd(600963) Announcement No.: 2022-010 Yueyang Forest & Paper Co.Ltd(600963)
Announcement on granting reserved restricted shares to incentive objects
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents. Important content tips:
Restricted stock grant date: February 11, 2022
Number of restricted shares granted: 356494600 shares, accounting for about 0.198% of the current total share capital of 1804453100 shares
Grant price of restricted stock: 4.27 yuan / share
The reserved grant conditions of the company’s 2020 restricted stock incentive plan stipulated in the Yueyang Forest & Paper Co.Ltd(600963) 2020 restricted stock incentive plan (Draft) (hereinafter referred to as the “incentive plan (Draft)” or “this incentive plan”) have been fulfilled. According to the authorization of Yueyang Forest & Paper Co.Ltd(600963) (hereinafter referred to as the “company”) 2020 annual general meeting of shareholders, The company held the third meeting of the eighth board of directors and the second meeting of the eighth board of supervisors on February 11, 2022, deliberated and adopted the proposal on granting reserved restricted shares to incentive objects, and determined to grant 3564946 shares of restricted shares to 29 incentive objects at the grant price of RMB 4.27/share.
The relevant matters are explained as follows: I. the granting of restricted shares
(I) decision-making procedures and information disclosure performed in this restricted stock grant
1. On December 31, 2020, the company held the 27th meeting of the seventh board of directors, deliberated and adopted the proposal on the company’s 2020 restricted stock incentive plan (Draft) and its summary, and the proposal on the company’s measures for the assessment and management of the implementation of 2020 restricted stock incentive plan Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s 2020 restricted stock incentive plan and other relevant proposals. The independent directors of the company expressed independent opinions on the relevant proposals of the incentive plan.
On the same day, the company held the 10th meeting of the 7th board of supervisors, deliberated and passed the proposal on the company’s 2020 restricted stock incentive plan (Draft) and its summary, the proposal on the company’s assessment and management measures for the implementation of 2020 restricted stock incentive plan, and the proposal on the company’s list of incentive objects of 2020 restricted stock incentive plan. The board of supervisors of the company verified the relevant matters of the incentive plan and issued relevant verification opinions.
2. On April 3, 2021, the company posted on the website of Shanghai Stock Exchange (www.sse. Com. CN.) The announcement on the approval of the 2020 restricted stock incentive plan by the state owned assets supervision and Administration Commission of the State Council was disclosed, The company obtained the reply of the state owned assets supervision and Administration Commission of the State Council (hereinafter referred to as “SASAC”) on Yueyang Forest & Paper Co.Ltd(600963) implementing the restricted stock incentive plan (gzkp [2021] No. 145) forwarded by the actual controller China Chengtong Holding Group Co., Ltd., and the SASAC of the state Council agreed in principle to the company’s implementation of the restricted stock incentive plan.
3. From April 12, 2021 to April 22, 2021, the company publicized the names and positions of the proposed incentive objects in the incentive plan within the company. During the publicity period, the board of supervisors of the company received the appeal of some employees who wanted to become the first incentive object. According to the relevant provisions of the notice on printing and distributing the guidelines for the implementation of equity incentive by listed companies controlled by central enterprises and the Yueyang Forest & Paper Co.Ltd(600963) 2020 restricted stock incentive plan (Draft) (hereinafter referred to as the “incentive plan (Draft)”, Explained and explained; As of the expiration of the publicity period, no other objections to the proposed incentive objects of the incentive plan have been received. On April 24, 2021, the company posted on the website of Shanghai Stock Exchange (www.sse. Com. CN.) Disclosed the announcement and verification opinions of the board of supervisors on the list of incentive objects first granted by the company’s 2020 restricted stock incentive plan.
4. On April 20, 2021, the company posted on the website of Shanghai Stock Exchange (www.sse. Com. CN.) The announcement on public solicitation of entrusted voting rights by independent directors was disclosed. According to the entrustment of other independent directors of the company, Cao Yue, an independent director, as the collector, solicited voting rights from all shareholders of the company on the relevant proposals of the company’s 2020 restricted stock incentive plan deliberated at the 2020 annual general meeting.
5. On April 30, 2021, the company held the 2020 annual general meeting of shareholders, deliberated and passed the proposal on the company’s 2020 restricted stock incentive plan (Draft) and its summary, and the proposal on the company’s measures for the assessment and management of the implementation of 2020 restricted stock incentive plan Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s 2020 restricted stock incentive plan.
6. On May 6, 2021, the company posted on the website of Shanghai Stock Exchange (www.sse. Com. CN.) Disclose the self inspection report on insider information of the company’s 2020 restricted stock incentive plan and insider trading of the company’s shares.
7. According to the authorization of the 2020 annual general meeting of shareholders, on June 7, 2021, the company held the 31st meeting of the seventh board of directors, deliberated and adopted the proposal on adjusting the relevant matters of the 2020 restricted stock incentive plan and the proposal on granting restricted stock tickets to incentive objects for the first time. The independent directors of the company expressed independent opinions on the above matters.
On the same day, the company held the 15th meeting of the 7th board of supervisors, deliberated and approved the proposal on adjusting the relevant matters of the 2020 restricted stock incentive plan and the proposal on granting restricted shares to incentive objects for the first time, and verified the list of incentive objects granted restricted shares this time.
8. On November 30, 2021, the company held the 40th meeting of the 7th board of directors and the 18th meeting of the 7th board of supervisors, and deliberated and adopted the proposal on suspending the granting of restricted shares to incentive objects in the 2020 restricted stock incentive plan. The board of directors of the company decided to grant 900000 restricted shares to Liu Jianguo, the incentive object whose grant was suspended, at the grant price of RMB 2.45057/share. The independent directors of the company expressed their independent opinions, and the board of supervisors verified the achievement of the rights and interests granted to the incentive objects on the grant date and issued verification opinions; The law firm issued the corresponding legal opinion.
9. According to the authorization of the 2020 annual general meeting of shareholders, on February 11, 2022, the company held the third meeting of the eighth board of directors, deliberated and adopted the proposal on granting reserved restricted shares to incentive objects.
The independent directors of the company expressed independent opinions on the above matters. On the same day, the company held the second meeting of the eighth board of supervisors, deliberated and approved the proposal on granting reserved restricted shares to incentive objects, and verified the list of incentive objects granted restricted shares this time.
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) Relevant announcements.
(II) differences between the equity incentive plan implemented this time and the equity incentive plan approved by the general meeting of shareholders
The grant of some restricted shares reserved in this incentive plan is consistent with the incentive plan approved by the company’s 2020 annual general meeting of shareholders.
(III) statement of the board of directors on meeting the grant conditions
According to the provisions on the granting conditions in the incentive plan (Draft), the incentive object shall meet the following conditions at the same time:
1. The company is not under any of the following circumstances:
(1) The financial and accounting report of the most recent fiscal year is an audit report with a negative opinion or unable to express an opinion issued by a certified public accountant;
(2) The internal control of the financial report of the latest fiscal year is an audit report with a negative opinion or unable to express an opinion issued by a certified public accountant;
(3) Failure to distribute profits in accordance with laws and regulations, articles of association and public commitments within the last 36 months after listing;
(4) Equity incentive is not allowed according to laws and regulations;
(5) Other circumstances recognized by the CSRC.
2. The incentive object does not have any of the following situations:
(1) Being identified as an inappropriate candidate by the stock exchange within the last 12 months;
(2) In the last 12 months, it has been identified as an inappropriate candidate by the CSRC and its dispatched offices;
(3) Being administratively punished by the CSRC and its dispatched offices or taking market entry prohibition measures for major violations of laws and regulations in the last 12 months;
(4) Having the circumstances that the company law of the people’s Republic of China (hereinafter referred to as the “company law”) stipulates that he shall not serve as a director or senior manager of the company;
(5) Those who are not allowed to participate in the equity incentive of listed companies according to laws and regulations;
(6) Other circumstances recognized by the CSRC.
In conclusion, the board of Directors believes that the company does not have the situation that restricted shares cannot be granted according to the incentive plan and relevant laws and regulations. The incentive objects to be reserved for granting restricted shares meet the conditions for granting Restricted Shares specified in the incentive plan, and the reserved conditions for granting restricted shares have been achieved.
(IV) specific conditions of reservation grant
1. Reserved grant date: February 11, 2022
2. Number of reserved grants: 356494600 shares, accounting for about 0.198% of the current total share capital of 1804453100 shares
3. Number of reserved grants: 29
4. Grant price: RMB 4.27/share
5. Stock source: the company’s A-share common stock repurchased from the secondary market
6. The validity period, sales restriction period and lifting arrangement of the incentive plan
(1) The validity period of this incentive plan shall be no more than 72 months from the date when the registration of the first grant of restricted shares is completed to the date when all the restricted shares granted to the incentive object are lifted or repurchased.
(2) The restricted sale periods reserved for the grant of restricted shares in this incentive plan are 24 months, 36 months and 48 months respectively from the date of completion of the registration of the grant of restricted shares. During the restricted sale period, the restricted shares granted to the incentive object under the incentive plan shall be restricted and shall not be transferred, used for guarantee or debt repayment. The shares obtained by the incentive object due to the grant of restricted shares that have not yet been lifted, such as the conversion of capital reserve into share capital, the distribution of stock dividends and the splitting of shares, shall be restricted according to the incentive plan, and shall not be sold in the secondary market or transferred in other ways. The period of lifting the restriction on the sale of these shares is the same as that of lifting the restriction on the sale of restricted shares. If the company repurchases the restricted shares that have not been lifted, such shares will be repurchased together.
The release period of restricted shares reserved for grant in this incentive plan and the release schedule of each period are shown in the table below:
Proportion of the time when the restrictions on sale can be lifted to the number of rights and interests that can be released
The first one is 24 months after the completion of the registration of the grant of restricted shares
40% from the first trading day of the lifting of the restriction period to the completion of the registration of the granting of restricted shares
The last trading day within 36 months from the date of
The second 30% after 36 months from the date of completion of the registration of the grant of restricted shares
From the first trading day of the to the completion of the registration of the grant of restricted shares
The last trading day within 48 months from the date of lifting the sales restriction period
The third period is 48 months after the completion of the registration of the grant of restricted shares
30% from the first trading day of the lifting of the restriction period to the completion of the registration of the granting of restricted shares
The last trading day within 60 months from the date of
7. The distribution of restricted shares reserved for grant in this incentive plan among incentive objects is shown in the table below:
The number of rights and interests granted by name and position accounts for% of the total reserved grants and% of the total share capital
(10000 shares) proportion (%)
Yuan Guoli director 20.00 5.61 0.011
Middle management, core technology (business)
The key personnel and the board of directors think that it should stimulate 336.4946 94.39 0.186
Other personnel of the company (28 persons)
Total 356.4946 100.00 0.198
Note: ① the shares of the company granted by any of the above incentive objects through all effective equity incentive plans do not exceed 1% of the total share capital of the company. The total number of subject shares involved in all effective incentive plans of the company shall not exceed 10% of the total share capital of the company when the equity incentive plan is submitted to the general meeting of shareholders. ② Among the above-mentioned incentive objects, there is no person granted this incentive plan for the first time. The incentive objects of this plan have not participated in the equity incentive plans of two or more listed companies, and there are no major shareholders or actual controllers holding more than 5% of the company’s equity and their spouses, parents and children. ③ If the values in the above table appear, the total number is different from each other
