Securities code: 002895 securities abbreviation: Guizhou Chanhen Chemical Corporation(002895) Announcement No.: 2022-023 convertible bond Code: 127043 convertible bond abbreviation: CHUANHENG convertible bond
Guizhou Chanhen Chemical Corporation(002895)
Grant incentive objects to the restricted stock incentive plan in 2022 for the first time
Announcement of granting restricted shares
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Important content tips:
Date of first grant of restricted shares: February 21, 2022
Number of restricted shares granted for the first time: 6854000 shares
Grant price of restricted stock: 12.48 yuan / share
Guizhou Chanhen Chemical Corporation(002895) (hereinafter referred to as "the company" and "the company") (Securities abbreviation: Guizhou Chanhen Chemical Corporation(002895) , securities code: 002895) the conditions for the first grant of Restricted Shares specified in the 2022 restricted stock incentive plan (hereinafter referred to as "the incentive plan") have been met. According to the authorization of the company's first extraordinary general meeting in 2022, the company held the 13th meeting of the third board of directors and the 8th meeting of the third board of supervisors on February 21, 2022, The proposal on adjusting the list of incentive objects and the number of rights and interests granted for the first time under the restricted stock incentive plan in 2022 and the proposal on granting restricted shares to incentive objects for the first time under the restricted stock incentive plan in 2022 were reviewed and approved, and February 21, 2022 was determined as the grant date for the first time, 6.854 million restricted shares were granted to 455 eligible incentive objects for the first time. The relevant matters are explained as follows:
1、 This restricted stock incentive plan and relevant approval procedures performed
(I) brief description of the restricted stock incentive plan
The main contents of the company's incentive plan are as follows:
1. The incentive tool adopted in this incentive plan is restricted stock. The stock source is the company's A-share common stock issued to the incentive object.
2. The number of restricted shares to be granted to the incentive objects in the incentive plan is 7.854 million shares, accounting for about 1.61% of the total share capital of the company at the time of announcement of the draft incentive plan of 488.423 million shares. Among them, 6854000 shares were granted for the first time, accounting for 1.40% of the total share capital of the company when the draft incentive plan was announced, 1 million shares were reserved, accounting for 0.20% of the total share capital of the company when the draft incentive plan was announced, and the reserved rights and interests accounted for 12.73% of the total granted rights and interests. 3. The total number of incentive objects involved in the first award of the incentive plan is 455, including the company's directors, senior managers, middle managers and technical (business) backbone who served in the company (including subordinate branches and subsidiaries, the same below) when the company announced the incentive plan. The incentive objects involved in the reserved rights and interests shall be determined by the board of directors with reference to the criteria for the first grant within 12 months after the plan is considered and approved by the general meeting of shareholders. Incentive objects do not include independent directors and supervisors of the company, nor do they include shareholders or actual controllers who individually or jointly hold more than 5% of the shares of the company and their spouses, parents and children. The incentive object complies with the provisions of Article 8 of the administrative measures, and there is no situation that it is not allowed to become an incentive object.
4. The validity period of the incentive plan shall be no more than 48 months from the date of the first grant to the date when all the restricted shares granted to the incentive object are lifted or repurchased and cancelled.
5. Sales restriction period and release schedule
The restricted sale period of the restricted shares granted under the incentive plan is 12 months and 24 months respectively from the date of completion of the registration of the restricted shares granted.
The release period of restricted shares granted by the incentive plan and the release schedule of each period are shown in the table below:
(1) Release period and release schedule of restricted shares granted for the first time
Time of lifting the restriction during the restriction period and proportion of lifting the restriction
The restricted shares granted for the first time shall be issued on the first day of 12 months after the completion of the registration of the first grant of restricted shares
50% from the first trading day of the restricted stock period to the completion of the registration of the first grant of restricted shares
Ending on the last trading day of the month
The restricted shares granted for the first time shall be issued within 24 months after the completion of the registration of the first grant of restricted shares
36.50% from the trading day of the second restricted sale period to the date when the registration of the first grant of restricted shares is completed
Ending on the last trading day of the month
(2) Release period and release schedule of restricted shares with reserved rights and interests
If the reserved rights and interests are explicitly granted to the object once or more within 12 months after the deliberation and approval of the general meeting of shareholders, the release period and release time of the reserved rights and interests are as follows:
Release time of sales restriction
The restrictive nature of the grant of reserved rights and interests shall be the first 12 months after the completion of the registration of the current grant of reserved rights and interests
50% within 24 months from the trading day of the first restricted period of each stock to the date of completion of the current grant registration of reserved rights and interests
Ending on the last trading day of the
The restrictive nature of the grant of reserved rights and interests shall be the first 24 months after the completion of the registration of the current grant of reserved rights and interests
50% from the trading day of the second restricted period of each stock to 36 months from the date of completion of the current grant registration of reserved rights and interests
Ending on the last trading day of the
For the restricted shares that have not applied for the lifting of the restriction within the above agreed period or the restricted shares of this period that cannot be applied for the lifting of the restriction due to the failure to meet the conditions for the lifting of the restriction, the company will repurchase and cancel the corresponding restricted shares of the incentive object that have not been lifted according to the principles specified in this incentive plan.
6. The first grant price: 12.48 yuan / share
During the period from the announcement of the incentive plan to the first grant, the company has not made equity distribution, and the relevant parameters of the first grant need not be adjusted.
7. Grant date
The grant date of the first grant is February 21, 2022. The grant date of reserved rights and interests is determined according to the deliberation of the board meeting after determining the object of granting reserved rights and interests.
8. Lifting of restrictions on sales
(1) Company level performance assessment requirements
The assessment year for the release of restricted shares granted for the first time in the equity incentive plan is two fiscal years from 2022 to 2023, one assessment in each fiscal year, and the performance assessment objectives of each year are shown in the table below:
Performance assessment objectives during the restricted sales period
The net profit of the company in 2022 in the first restricted sale period of restricted shares granted for the first time is ≥ 500 million yuan
The second restricted sale period of restricted shares granted for the first time, and the company's net profit in 2023 is ≥ 800 million yuan
Note: the net profit in the performance appraisal target = the audited net profit (excluding non recurring profits and losses) + the increased share based payment expenses in the current year due to the implementation of the equity incentive plan.
If the reserved rights and interests are granted in 2022, the annual performance evaluation objectives are consistent with the arrangement of restricted shares granted for the first time; If the reserved rights and interests are granted in 2023, the assessment year for the lifting of the restriction on sales of the reserved rights and interests is two fiscal years from 2023 to 2024, one assessment in each fiscal year, and the performance assessment objectives of each year are shown in the following table:
Performance assessment objectives during the restricted sales period
The first restricted sale period of restricted shares with reserved rights and interests: the company's net profit in 2023 is ≥ 800 million yuan
In the second restricted sale period of restricted shares with reserved rights and interests, the company's net profit in 2024 is ≥ 1.2 billion yuan
Note: the net profit in the performance appraisal target = the audited net profit (excluding non recurring profits and losses) + the increased share based payment expenses in the current year due to the implementation of the equity incentive plan.
If the company fails to meet the above performance assessment objectives, the restricted shares that can be lifted in the corresponding assessment year of all incentive objects shall not be lifted, and shall be repurchased and cancelled by the company. The repurchase price is the sum of the grant price and the interest of time deposits in the bank in the same period.
(2) Performance appraisal requirements at individual level
The individual level assessment of the incentive object shall be implemented in accordance with the relevant provisions of the company's current salary and assessment.
Individual level factor of last year's assessment results at the individual level (n)
Excellent 100%
Good 80%
Qualified 60%
Unqualified 0
If the company level performance assessment of each year meets the standard, the actual sales restriction amount of the incentive object in that year = individual level coefficient (n) × The individual plans to lift the sales restriction limit in the current year.
The restricted shares that cannot be released in the current year of assessment of the incentive object shall be repurchased and cancelled by the company, and the repurchase price shall be the sum of the grant price and the interest of the bank's time deposit in the same period.
9. List of incentive objects and Awards
(1) List of incentive objects granted for the first time and granting conditions
Proportion of granted restrictions to the proportion of granted restrictions to the total share capital (10000 shares) on the date of announcement
1 Wu Haibin, chairman and general manager 12.00 1.53% 0.02%
2 Zhang Haibo, vice chairman and deputy general manager 10.00 1.27% 0.02%
3. Director Wang Jiacai 12.00 1.53% 0.02%
4 Duan Haoran director 12.00 1.53% 0.02%
5 he Yonghui, director and financial principal 4.00 0.51% 0.01%
6 Li Jian, deputy general manager and Secretary of the board of directors 4.00 0.51% 0.01%
Middle management and technical (business) backbone (449 persons) 631.40 80.39% 1.29%
Total (455 persons) 685.40 87.27% 1.39%
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. The difference in mantissa between the sum of the above total and each detailed number is caused by rounding.
(2) Planned distribution of restricted shares granted to reserved equity incentive objects
Serial number name proportion of restricted shares granted in the proportion of restricted shares granted in the total number (10000 shares) announced in this incentive plan proportion of total daily share capital
1. Reserved equity 100.00 12.73% 0.20%
The incentive object with reserved rights and interests shall be proposed by the board of directors within 12 months after the incentive plan is considered and approved by the general meeting of shareholders. After the independent directors and the board of supervisors express clear opinions, lawyers express professional opinions and issue legal opinions, the company shall timely and accurately disclose and publicize the relevant information of the incentive object as required. If the grant object is not specified for more than 12 months, the reserved rights and interests shall become invalid. The determination criteria of reserved equity incentive objects and the number of shares granted shall be determined with reference to the criteria for the first grant.
10. The grant of restricted shares in the incentive plan will not lead to the company's equity distribution not meeting the listing conditions.
(II) relevant approval procedures and information disclosure performed
