Securities code: Guangdong Ganhua Science & Industry Co.Ltd(000576) securities abbreviation: Guangdong Ganhua Science & Industry Co.Ltd(000576) Announcement No.: 202208 Guangdong Ganhua Science & Industry Co.Ltd(000576) about restrictive measures in 2021
Announcement on the completion of the registration of the reserved part of the stock incentive plan
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.
Special tips:
1. Reserved restricted stock grant date: January 28, 2022;
2. Number of reserved restricted shares granted: 459013;
3. Number of reserved restricted stock grants: 22;
4. Listing date of reserved restricted shares: March 2, 2022.
Guangdong Ganhua Science & Industry Co.Ltd(000576) (hereinafter referred to as “the company”) held the 11th meeting of the 10th board of directors and the 9th meeting of the 10th board of supervisors on January 28, 2022, deliberated and adopted the proposal on granting reserved restricted shares to incentive objects. In accordance with the measures for the administration of equity incentive of listed companies (hereinafter referred to as the “measures”), the relevant provisions of Shenzhen Stock Exchange and Shenzhen Branch of China Securities Depository and Clearing Co., Ltd., the company has completed the grant registration of the reserved part of the restricted stock incentive plan in 2021 (hereinafter referred to as the “incentive plan”), The relevant information is hereby announced as follows:
1、 Relevant approval procedures of the incentive plan have been performed
1. On March 12, 2021, the company held the second meeting of the 10th board of directors and the second meeting of the 10th board of supervisors. The meeting deliberated and adopted the company’s restricted stock incentive plan in 2021 (Draft) and its summary and other proposals. On the same day, the independent directors of the company expressed independent opinions on the company’s 2021 restricted stock incentive plan (Draft) (hereinafter referred to as “incentive plan (Draft)”).
2. From March 15, 2021 to March 24, 2021, the company publicized the names and positions of the incentive objects of the company’s 2021 restricted stock incentive plan (hereinafter referred to as the “incentive plan”) through the company’s bulletin board. Within the time limit of publicity, no organization or individual raised objections or adverse reactions, and there was no feedback record. On March 25, 2021, the board of supervisors of the company issued the review opinions and publicity statement on the list of incentive objects of the company’s restricted stock incentive plan in 2021.
3. On March 30, 2021, the third extraordinary general meeting of the company in 2021 deliberated and approved the company’s 2020 equity incentive plan (Draft) and its summary The proposal on formulating the management measures for the implementation and assessment of the company’s restricted stock incentive plan in 2021 and the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to the restricted stock incentive plan, On March 31, 2021, the company disclosed the self inspection report on the trading of the company’s shares by insiders and incentive objects of the company’s restricted stock incentive plan in 2021.
4. On March 30, 2021, The fourth meeting of the 10th board of directors and the fourth meeting of the 10th board of supervisors deliberated and adopted the proposal on adjusting the list of incentive objects and the number of shares granted for the first time in the company’s 2021 restricted stock incentive plan and the proposal on granting restricted shares to the incentive objects of the company’s 2021 restricted stock incentive plan for the first time. The board of directors of the company adjusted the list of incentive objects granted for the first time and the number of shares granted for the first time in the 2021 restricted stock incentive plan. The total number of incentive objects granted for the first time in the incentive plan was adjusted from 58 to 56, and the number of restricted shares granted for the first time was adjusted from 3.9696 million to 3.9296 million, and the number of shares reserved for grant was not adjusted. The independent directors of the company expressed independent opinions on the relevant proposals and believed that the granting conditions specified in the incentive plan had been met, the subject qualification of the incentive object granted for the first time was legal and valid, and the determined granting date met the relevant provisions. Beijing Kangda (Guangzhou) law firm issued a legal opinion. 5. On May 19, 2021, after examination and confirmation by Shenzhen Stock Exchange and Shenzhen Branch of China Securities Depository and Clearing Co., Ltd., the company completed the first grant registration of restricted shares under the restricted stock incentive plan in 2021, It also disclosed the announcement on the completion of the registration of the first grant of restricted shares under the company’s restricted stock incentive plan in 2021 on May 20, 2021.
6. On October 27, 2021, the 10th meeting of the 10th board of directors and the 8th meeting of the 10th board of supervisors considered and adopted the proposal on adjusting the repurchase price of restricted shares. In view of the implementation of the company’s profit distribution plan for 2020 on June 4, 2021, the company, in accordance with the relevant provisions of the equity incentive plan, Adjust the share repurchase price granted by the restricted stock incentive plan in 2021 from 5.43 yuan / share to 5.23 yuan / share.
7. On January 28, 2022, the 11th meeting of the 10th board of directors and the 9th meeting of the 10th board of supervisors considered and approved the proposal on granting reserved restricted shares to incentive objects. The independent directors of the company expressed their independent opinions on relevant matters, and the board of supervisors verified the list of reserved incentive objects and issued their agreed verification opinions. Beijing Kangda (Guangzhou) law firm issued a legal opinion.
2、 The grant of reserved restricted shares
1. Reserved restricted stock grant date
The grant date of reserved restricted shares is January 28, 2022.
2. Reserved restricted stock sources
The source of the reserved restricted stock this time is the A-share common stock repurchased by the company from the secondary market. 3. Number of reserved restricted shares
The number of reserved restricted shares granted this time is 459013 shares, accounting for about 30% of the company’s share capital
0.1036% of the total. The specific quantity distribution is as follows:
The proportion of restricted shares granted in the number of job shares (total shares of capital stock on the date of announcement of 10000 restricted shares) granted in the incentive plan
Core backbone (22 persons) 45901310.46% 0.1036%
4. Grant price
The grant price of reserved restricted shares is 5.23 yuan per share.
5. Restriction period and lifting arrangement of restricted shares
The sales restriction period of the reserved restricted shares this time is respectively from the restricted shares granted accordingly
12 months and 24 months from the date of completion of registration. The restricted shares granted to the incentive object under this incentive plan shall not be transferred, used for guarantee or debt repayment before the restriction is lifted.
If the conditions for lifting the restrictions on sale in the current period are not fulfilled, the restricted shares shall not be lifted or delivered
Postpone to the next period and lift the sales restriction. After the expiration of the restriction, the company will handle the lifting of the restriction for the incentive objects who meet the conditions for lifting the restriction, and the restricted shares held by the incentive objects who do not meet the conditions for lifting the restriction will be repurchased by the company.
The release period of the reserved restricted shares and the release schedule of each period are as follows:
The following table shows:
Release period release time release proportion
The restricted shares reserved for grant shall be subject to 50% of the reserved grant from the first trading day 12 months after the completion of the registration of reserved grant
The first period for lifting the restriction on sales of tickets shall be reserved for the last trading day within 24 months from the date of completion of grant registration
The restricted shares reserved for grant shall be subject to 50% of the reserved grant from the first trading day 24 months after the completion of the registration of reserved grant
The second period for lifting the restriction on the sale of tickets shall remain until the last trading day within 36 months from the date of completion of the grant registration
Restricted shares that have not applied for lifting the restrictions on sale within the above agreed period or have not reached the settlement
Except for the restricted shares of the current period that cannot be applied for lifting the restriction due to the restriction conditions, the company will repurchase the restricted shares of the incentive object that have not been lifted according to the principles specified in this incentive plan.
The restricted shares granted to the incentive object are converted into share capital and stock bonus due to the conversion of capital reserve
The shares obtained from the splitting of profits and shares shall be restricted at the same time, and shall not be sold in the secondary market or transferred in other ways. The lifting period of such shares is the same as that of restricted shares. If the restricted shares of the company have not been repurchased, they will be repurchased together. 6. Conditions for lifting the restrictions on the sale of restricted shares
During the period of lifting the restriction, the restricted shares granted to the incentive object can be lifted only when the following conditions are met:
(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 most recent 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 Those who are not allowed to serve as directors or senior managers of the company as stipulated in the company law;
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 case of any of the circumstances specified in article (1) above, the restricted shares granted to all incentive objects under this incentive plan but not lifted shall be repurchased by the company at the grant price; If one of the circumstances specified in article (2) above occurs to an incentive object, the restricted shares granted to the incentive object but not lifted under the incentive plan shall be repurchased by the company at the grant price.
(3) Company level performance assessment requirements
The assessment year for the release of restrictions on the sale of reserved restricted shares is two fiscal years from 2022 to 2023, with one assessment in each fiscal year. The performance assessment objectives of some reserved shares are shown in the table below:
Performance assessment objectives during the lifting of sales restrictions
The first sales restriction lifting period is based on the main business income in 2020, and the growth rate of main business income in 2022 will not be less than 25%
The second period of lifting the restrictions is based on the main business income in 2020, and the growth rate of main business income in 2023 will not be less than 50%
Note: growth rate of main business income in 2022 = main business income in 2022 / main business income in 2020 – 1, and so on. The above “main business income” refers to the main business income excluding the income from sugar trade.
If the company fails to meet the above performance assessment objectives, the restricted shares of all incentive objects that plan to lift the restriction in the year of assessment shall not be lifted, and shall be repurchased by the company at the grant price.
(4) Performance appraisal requirements at individual level
The individual level assessment of incentive objects is carried out annually, and the assessment results are determined according to the individual performance assessment indicators. If the individual annual performance assessment results are qualified or above, the restrictions on the sale of restricted stocks planned to be lifted in the current year can be lifted according to the lifting of restrictions on sales coefficient; If the individual’s annual performance appraisal results are unqualified and the restricted shares cannot be lifted in the current year, the company shall repurchase them at the grant price.
Performance grade excellent good qualified unqualified
Personal performance appraisal score: 100-80
Lifting of sales restriction coefficient 1.0 0.80-1.00 0.8 0
Note: coefficient of lifting restriction = personal performance appraisal score / 100, rounded to two decimal places; The number of shares that can be lifted in the current year is calculated according to the lifting restriction coefficient and rounded to one digit.
3、 Explanation on the consistency between the restricted shares granted to the incentive object and the publicity
The reserved restricted shares granted to the incentive objects of this incentive plan are consistent with the publicity and the deliberation and approval of the third extraordinary general meeting of shareholders of the company in 2021.
4、 The implementation of this incentive plan will not lead to the company’s equity distribution not meeting the listing conditions, nor will it lead to the change of the company’s control.
5、 Description of the purchase and sale of the company’s shares by the directors and senior managers participating in the incentive six months before the grant date
The incentive objects reserved and granted this time are the core backbone employees of the company, without directors and senior managers.
6、 Capital verification of subscription funds for restricted shares granted this time
Rongcheng Certified Public Accountants (special general partnership) was established in February 2022
