Securities code: Sichuan Development Lomon Co.Ltd(002312) securities abbreviation: Sichuan Development Lomon Co.Ltd(002312) Announcement No.: 2022040
Sichuan Development Lomon Co.Ltd(002312)
Announcement on granting restricted shares to incentive objects for the first time
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, and are jointly and severally liable for false records, misleading statements or major omissions in the announcement.
Important content tips:
1. First grant date of restricted shares: March 4, 2022
2. Number of restricted shares granted for the first time: 12193000 shares
3. Grant price of restricted shares: 8.49 yuan / share
Sichuan Development Lomon Co.Ltd(002312) (hereinafter referred to as the “company” or ” Sichuan Development Lomon Co.Ltd(002312) “) the 2021 restricted stock incentive plan (hereinafter referred to as the “incentive plan”) has been deliberated and adopted at the first extraordinary general meeting of the company in 2022. According to the authorization of the general meeting of shareholders, the company held the 17th meeting of the 6th board of directors and the 13th meeting of the 6th board of supervisors on March 4, 2022, deliberated and adopted the proposal on the first grant of restricted shares to incentive objects. The board of directors considered that the conditions for the first grant specified in the company’s 2021 restricted stock incentive plan had been met, It is agreed to grant 12193000 restricted shares to 320 incentive objects who meet the grant conditions. The first grant date is determined to be March 4, 2022, and the grant price is 8.49 yuan / share. The details are announced as follows:
1、 Brief description of the disclosed incentive plan
(I) incentive form: the incentive form of this incentive plan is restricted stock.
(II) source of underlying stock: the source of the underlying stock involved in this incentive plan is the company’s RMB A-share common stock issued by the company to the incentive object.
(III) number of shares: the number of restricted shares to be granted to incentive objects this time is 152412 million, including 12.193 million restricted shares granted for the first time and 3.0482 million restricted shares reserved for grant.
(IV) scope of incentive objects: a total of 320 incentive objects are granted for the first time in the incentive plan, including the company’s directors, senior managers and core backbone who worked in the company (including subsidiaries) when the company announced the incentive plan. Excluding the company’s independent directors, supervisors, shareholders or actual controllers holding more than 5% of shares alone or in total and their spouses, parents and children.
(V) sales restriction period of this incentive plan
All restricted shares granted to incentive objects are subject to different restricted sales periods. The interval between the grant date of restricted shares and the date of the first lifting of restrictions on sales shall not be less than 24 months.
The restricted shares granted to the incentive object under this incentive plan shall not be transferred, used to guarantee or repay debts during the restricted sale period. The restricted shares granted to the incentive object will enjoy the due rights of their shares after being registered by the registration and Clearing Company, including but not limited to the dividend rights, allotment rights, voting rights, etc. During the restricted sale period, the capital reserve obtained by the incentive object due to the restricted shares granted shall be converted into share capital, distributed with stock dividends, allotted shares, and the shares allotted to the original shareholders during the additional issuance shall be restricted at the same time, and shall not be sold in the secondary market or transferred in other ways. The deadline of the restricted sale period of these shares is the same as that of the restricted shares.
When the company makes cash dividends, the cash dividends that the incentive object should obtain from the restricted shares granted to it shall be enjoyed by the incentive object after withholding and paying personal income tax. In principle, the company shall collect them on behalf of the incentive object, and return them to the incentive object when the restriction on the sale of such restricted shares is lifted; If the restricted shares cannot be lifted, the corresponding cash dividends shall be recovered by the company and subject to corresponding accounting treatment.
(VI) arrangement for lifting the sales restriction of the incentive plan
The arrangement for lifting the restrictions on the sale of restricted shares granted for the first time by the incentive plan is shown in the table below:
The proportion of sales restrictions lifted during the lifting of sales restrictions
The first day after 24 months from the date of granting some restricted shares for the first time
36.40% from the first trading day of the lifting of the restriction period to the date of granting some restricted shares for the first time
Ending on the last trading day of the month
The first time after 36 months from the date of granting some restricted shares for the first time
48.30% from the trading day of the second release period to the date of granting some restricted shares for the first time
Ending on the last trading day of the month
The first day after 48 months from the date of granting some restricted shares for the first time
60 30% from the trading day of the third release period to the date of granting some restricted shares for the first time
Ending on the last trading day of the month
The arrangements for lifting the restrictions on the sale of restricted shares reserved for grant in the incentive plan are shown in the table below:
The proportion of sales restrictions lifted during the lifting of sales restrictions
The first day after 24 months from the date of the reserved grant of some restricted shares
36.40% from the first trading day of the lifting of the restriction period to the date of the reserved grant of some restricted shares
Ending on the last trading day of the month
The first day after 36 months from the date of the reserved grant of some restricted shares
48.30% from the trading day of the second lifting of the restriction period to the date of the reserved grant of some restricted shares
Ending on the last trading day of the month
The first day after 48 months from the date of the reserved grant of some restricted shares
60-30% from the trading day of the third release period to the date of reserved grant of some restricted shares
Ending on the last trading day of the month
Within the above agreed period, the restricted shares that fail to meet the conditions for lifting the restrictions on sale shall not be lifted or deferred to the next period. 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.
After meeting the conditions for lifting the restrictions on the sale of restricted shares, the company will uniformly handle the lifting of the restrictions on the sale of restricted shares that meet the conditions for lifting the restrictions.
(VII) performance assessment requirements for unlocking restricted shares
1. Performance assessment requirements at the company level
In the incentive plan, the performance indicators of the company will be assessed annually in the three fiscal years from 2022 to 2024, and the achievement of the performance assessment goal will be one of the conditions for the lifting of the sales restriction of the incentive object in that year.
When the company meets the following performance conditions, the restricted shares granted and reserved for the first time 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 income of the first terminated business in 2022 shall not be less than 35.00% and not lower than the average level of the same industry;
The sales restriction period is 2. The return on net assets after deducting non-profit in 2022 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 the income of the second termination industry in 2023 shall not be less than 46.00%, and shall not be lower than the average level of the same industry;
The sales restriction period is 2. In 2023, the rate of return on net assets after deducting non-performing assets 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 the third lifting business income in 2024 shall not be less than 57.00%, and shall not be lower than the average level of the same industry;
The sales restriction period is 2. The return on net assets after deducting non-profit in 2024 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.
The performance assessment of the reserved part is consistent with the performance assessment year and assessment content of the first awarded part.
During the period of lifting the restriction, the company will handle the lifting of the restriction for the incentive objects who meet the conditions for lifting the restriction. If the company’s current performance level fails to meet the performance assessment target conditions during each release period, the restricted shares that can be released in the corresponding assessment year of all incentive objects shall not be released, and the company shall repurchase and cancel them at the lower of the grant price and the market price.
2. Performance appraisal requirements at the individual level of incentive objects
The individual level assessment of the incentive object shall be organized and implemented in accordance with the relevant provisions of the company’s performance assessment. The company determines the specific assessment indicators (such as output, quality, cost, safety and environmental protection, etc.) according to the post responsibilities, and sets different assessment cycles (month, quarter, year and term of office) and assessment weights. The assessment results are linked to the individual monthly, annual and manager’s term of office incentive income. The individual assessment results of incentive objects are divided into “a”, “B”, “C” and “d”
Performance appraisal results a – excellent B – good C – competent D – incompetent
The proportion of lifting sales restrictions is 100%, 80% and 0%
If the annual performance assessment at the company level meets the standard, the actual sales restriction amount of the incentive object in the current year = the planned sales restriction amount of the individual in the current year × The proportion of sales restrictions can be lifted at the individual level. Restricted stocks that cannot be released in the current appraisal period shall be repurchased and cancelled by the company at the lower of the grant price or the market price.
The specific assessment and management contents of the incentive plan are implemented in accordance with the administrative measures for the assessment of the implementation of the incentive plan for restricted stocks in Sichuan Development Lomon Co.Ltd(002312) 2021.
2、 Relevant approval procedures have been performed for this incentive plan
(I) on November 7, 2021, the company held the 10th meeting of the 6th board of directors and the 8th meeting of the 6th board of supervisors, deliberated and adopted the proposal on Sichuan Development Lomon Co.Ltd(002312) 2021 restricted stock incentive plan (Draft) and its summary, the proposal on Sichuan Development Lomon Co.Ltd(002312) 2021 restricted stock incentive plan implementation assessment management measures Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive and proposal on verifying the list of incentive objects first granted by the company’s restricted stock incentive plan in 2021. The independent directors of the company expressed independent opinions on the incentive plan.
(II) the company was posted on cninfo.com on November 8, 2021（ http://www.cn.info.com.cn. ）The list of incentive objects first granted under the Sichuan Development Lomon Co.Ltd(002312) 2021 restricted stock incentive plan was announced on the. On November 9, 2021, the company released the list of incentive objects first granted by the company’s restricted stock incentive plan in 2021 through the company’s OA system to publicize the names and positions of the proposed incentive objects of the company. The publicity period is 11 days from November 9, 2021 to November 19, 2021. During the publicity period, the company’s employees can give feedback to the company’s board of supervisors. At the expiration of the publicity period, the board of supervisors of the company did not receive any objection from any person or organization to the proposed incentive object.
(III) on February 14, 2022, the company held the 15th meeting of the 6th board of directors and the 12th meeting of the 6th board of supervisors, deliberated and adopted the proposal on Sichuan Development Lomon Co.Ltd(002312) 2021 restricted stock incentive plan (Revised Draft) and its summary Proposal on verifying the list of incentive objects first granted by the company’s restricted stock incentive plan in 2021 (after adjustment). The company aims at the number of incentive objects and proposed awards
