Securities abbreviation: Sichuan Development Lomon Co.Ltd(002312) securities code: 002312 Sichuan Development Lomon Co.Ltd(002312)
Restricted stock incentive plan for 2021
February, 2002
statement
The company and all members of the board of directors and the board of supervisors guarantee that the incentive plan and its summary are true, accurate and complete without false records, misleading statements or major omissions.
hot tip
I The Sichuan Development Lomon Co.Ltd(002312) 2021 restricted stock incentive plan (hereinafter referred to as "the incentive plan") is implemented by Sichuan Development Lomon Co.Ltd(002312) (hereinafter referred to as " Sichuan Development Lomon Co.Ltd(002312) ", "the company" or "the company") in accordance with the company law of the people's Republic of China, the Securities Law of the people's Republic of China, the measures for the administration of equity incentive of listed companies, and the state-controlled listed companies (within China) The Trial Measures for the implementation of equity incentive (gzfff [2006] No. 175), the notice on issues related to regulating the implementation of equity incentive system by state-controlled listed companies (gzfff [2008] No. 171) and the notice on matters related to further improving the equity incentive work of listed companies controlled by central enterprises (gzfkfg [2019] No. 102) The notice on printing and distributing the guidelines for the implementation of equity incentive by listed companies controlled by central enterprises (gzkp [2020] No. 178) and other relevant laws, administrative regulations and normative documents, as well as the articles of association and other relevant provisions were formulated. 2、 The incentive form adopted in this incentive plan is restricted stock. The stock source is the company's RMB A-share common stock issued by the company to the incentive object.
3、 The number of restricted shares to be granted to the incentive objects in the incentive plan is 15241200 shares, accounting for about 0.86% of the total share capital of the company on the announcement date of the draft incentive plan. Among them, 12193000 restricted shares were granted for the first time, accounting for 80.00% of the total number of restricted shares to be granted in the incentive plan and about 0.69% of the total share capital of the company on the announcement date of the draft incentive plan; 3.0482 million restricted shares are reserved, accounting for 20.00% of the total number of restricted shares to be granted in the incentive plan and about 0.17% of the total share capital of the company on the announcement date of the draft incentive plan.
The company's 2020 restricted stock incentive plan approved by the company's first extraordinary general meeting in 2020 is still being implemented, and the number of subject shares still in effect is 48.93 million shares, accounting for 2.78% of the company's total share capital of 1763196292 shares on the announcement date of the draft incentive plan. As of the announcement date of the draft incentive plan, the total number of subject shares involved in the equity incentive plan within the whole validity period of the company has not exceeded 10.00% of the total share capital of the company when the incentive plan was submitted to the general meeting of shareholders. The number of shares of the company granted by any incentive object in the incentive plan through the equity incentive plan within the whole validity period shall not exceed 1.00% of the total share capital of the company.
4、 A total of 320 incentive objects are granted for the first time in this incentive plan, including the company's directors, senior managers and core backbone who worked in the company (including subsidiaries, the same below) when the company announced this incentive plan, excluding independent directors, supervisors, shareholders or actual controllers holding more than 5% individually or jointly, as well as their spouses, parents and children.
The reserved incentive object refers to the incentive object that has not been determined when the plan is approved by the general meeting of shareholders but is included in the incentive plan during the effective period of the plan, which shall be determined within 12 months after the plan is considered and approved by the general meeting of shareholders. The criteria for determining the reserved incentive object shall be determined with reference to the criteria for the first award.
5、 The grant price of restricted shares granted to the incentive object for the first time in the incentive plan is 8.49 yuan / share. During the period from the date of announcement of the incentive plan to the completion of the restricted stock registration of the incentive object, if the company has matters such as conversion of capital reserve into share capital, distribution of stock dividends, dividend distribution, share subdivision or reduction, allotment and so on, the grant price and number of rights and interests of restricted shares will be adjusted accordingly according to the incentive plan.
6、 The validity period of this incentive plan is from the date of granting restricted shares to the date when all the restricted shares granted to the incentive object are lifted or repurchased, and the maximum period shall not exceed 72 months.
7、 The restricted shares granted for the first time in the incentive plan will be released from the restriction in three phases after 24 months from the date of grant, and the proportion of releasing the restriction in each phase is 40%, 30% and 30% respectively. After 24 months from the date of grant, the restricted shares reserved shall be lifted in three phases, and the proportion of lifting the restrictions in each phase shall be 40%, 30% and 30% respectively.
8、 When the company meets the following performance conditions, the restricted shares granted for the first time and reserved in the incentive plan can be lifted:
Performance assessment objectives during the lifting of sales restrictions
1. Based on the operating income after deducting the stripped non main business BPO in 2020, the growth rate of the operating income of the first lifting in 2022 shall not be less than 35.00% and not lower than the average level of the same industry;
Restricted period 2 In 2022, the rate of return on net assets after deduction of non-performing assets shall not be less than 6.00%, and shall not be lower than the average level of the same industry;
3. In 2022, after deducting the stripped non main business BPO, the turnover rate of accounts receivable shall not be less than 22;
1. Based on the operating income after deducting the stripped non main business BPO in 2020, the growth rate of operating income in the second lifting period in 2023 shall not be less than 46.00% and not lower than the average level of the same industry;
Restricted period 2 In 2023, the rate of return on net assets after deducting non profits shall not be less than 6.50%, and shall not be lower than the average level of the same industry;
3. In 2023, after deducting the stripped non main business BPO, the turnover rate of accounts receivable shall not be less than 22.25;
1. Based on the operating income after deducting the stripped non main business BPO in 2020, the growth rate of operating income in the third lifting period in 2024 shall not be less than 57.00%, and shall not be lower than the average level of the same industry;
Restricted period 2 In 2024, the return on net assets after non deduction shall not be less than 7.10%, and shall not be lower than the average level of the same industry;
3. In 2024, after deducting the stripped non main business BPO, the turnover rate of accounts receivable shall not be less than 23.
Note: 1. The above indicators of "return on non net assets deduction" are calculated based on the audited net profit attributable to the shareholders of the listed company after deducting non recurring profits and losses; The operating income used in calculating the growth rate of operating income is the operating income of the company's audited consolidated statements; "BPO" means financial services outsourcing;
2. The above indicators of return on net assets and growth rate of operating income after non deduction shall not be lower than the average level of the same industry. "Same industry" refers to all A-share listed companies under C26 - "chemical raw materials and chemical products manufacturing" in the industry classification of the CSRC;
3. If the company's net assets change significantly due to the implementation of public offering, non-public offering, asset restructuring and other reasons within the validity period of the plan, the board of directors of the company shall take the results of excluding the impact of changes in new net assets and net profit generated by such net assets as the calculation basis during the year-end assessment.
4. During the validity period of the equity incentive plan, if the main business of enterprises in the same industry changes significantly and there are sample extreme values or abnormal values with excessive deviation, the board of directors can eliminate or replace them according to the actual situation.
9、 The company does not have the following circumstances under which equity incentive shall not be implemented as stipulated in the administrative measures for equity incentive of listed companies:
(I) the audit report of the financial accounting report of the latest fiscal year issued by the certified public accountant with a negative opinion or unable to express an opinion;
(II) the internal control of the financial report of the most recent fiscal year has been given a negative opinion or unable to express an opinion by the certified public accountant;
(III) failure to distribute profits in accordance with laws and regulations, the articles of association and public commitments within the last 36 months after listing;
(IV) equity incentive is prohibited by laws and regulations;
(V) other circumstances recognized by the CSRC.
10、 The incentive objects of this incentive plan do not have the following circumstances that may not be incentive objects as stipulated in the administrative measures for equity incentive of listed companies:
(I) being identified as an inappropriate candidate by the stock exchange within the last 12 months;
(II) being identified as an inappropriate candidate by the CSRC and its dispatched offices within the last 12 months;
(III) 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;
(IV) those who are not allowed to serve as directors or senior managers of the company as stipulated in the company law; (V) those who are not allowed to participate in the equity incentive of listed companies according to laws and regulations;
(VI) other circumstances recognized by the CSRC.
11、 Sichuan Development Lomon Co.Ltd(002312) commitment: the company will not provide loans and other forms of financial assistance for any incentive object to obtain relevant rights and interests according to the incentive plan, including providing guarantee for its loans.
12、 Sichuan Development Lomon Co.Ltd(002312) commitment: there are no false records, misleading statements or major omissions in the information disclosure documents related to the incentive plan.
13、 The incentive object of this incentive plan promises that if the company does not comply with the arrangement for granting rights and interests or exercising rights and interests due to false records, misleading statements or major omissions in the information disclosure documents, the incentive object shall, after the relevant information disclosure documents are confirmed to have false records, misleading statements or major omissions, Return all benefits obtained from this incentive plan to the company.
14、 The incentive plan can be implemented only after it is reviewed and approved by the competent State-owned assets management unit and reviewed and approved by the special resolution of the general meeting of shareholders of the company.
15、 After the incentive plan is deliberated and approved by the general meeting of shareholders of the company, the company will convene the board of directors to grant rights and interests to the incentive objects in accordance with relevant regulations within 60 days (if there are conditions for granting rights and interests, calculated from the achievement of the conditions), and complete the registration, announcement and other relevant procedures. If the company fails to complete the above work within 60 days, it shall timely disclose the reasons for the failure and announce the termination of the incentive plan. According to the measures for the administration of equity incentive of listed companies and the self regulatory guide for listed companies of Shenzhen Stock Exchange No. 1 - business handling, the period during which rights and interests cannot be granted shall not be counted within 60 days.
16、 The implementation of this incentive plan will not result in the company's equity distribution not meeting the listing conditions.
catalogue
Declare that 2 special tips Chapter 1 interpretation Chapter II purpose of this incentive plan Chapter III Management Organization of this incentive plan Chapter IV determination basis and scope of incentive objects Chapter V Rights and interests to be granted under the incentive plan Chapter VI list of incentive objects and distribution of rights and interests to be granted Chapter VII period of validity, grant date, restriction period, lifting of restriction arrangement and lock up period Chapter VIII grant price and determination method of restricted shares Chapter IX grant and release of restricted shares 19 Chapter X adjustment methods and procedures of this incentive plan Chapter XI accounting treatment of restricted stocks Chapter XII implementation, grant, release, change and termination procedures of the incentive plan Chapter XIII respective rights and obligations of the company / incentive object Chapter 14 handling of the incentive plan in case of changes in the company / incentive object Chapter XV repurchase and cancellation of restricted shares 42 Chapter 16 Supplementary Provisions forty-five
Chapter I interpretation
Unless otherwise specified, the following words have the following meanings in this article:
Interpretation item interpretation content
The company, the company, Sichuan Development Lomon Co.Ltd(002312) refers to Sichuan Development Lomon Co.Ltd(002312) restricted stock incentive plan, this incentive refers to Sichuan Development Lomon Co.Ltd(002312) 2021 restricted stock incentive plan, this plan
Restricted shares refer to the shares of the company whose transfer and other rights are restricted according to the conditions specified in the incentive plan
Incentive objects refer to the directors, senior managers and core backbone of the company (including subsidiaries) who obtain restricted shares in accordance with the provisions of this incentive plan
The grant date refers to the date on which the company grants restricted shares to the incentive object, and the grant date must be the trading day
The term of validity refers to the period from the date of grant of restricted shares to the date when all restricted shares are lifted or repurchased and cancelled
The conditions for the incentive objects to exercise their rights and interests set in the incentive plan have not been met, and the restricted stock restricted promissory notes shall not be transferred
