Securities abbreviation: Jiangsu Suyan Jingshen Co.Ltd(603299) securities code: Jiangsu Suyan Jingshen Co.Ltd(603299) Jiangsu Suyan Jingshen Co.Ltd(603299)
2021 restricted stock incentive plan (Revised Draft) March 2022
statement
The company and all directors, supervisors and senior managers guarantee that there are no false records, misleading statements or major omissions in the draft incentive plan and its summary, and bear individual and joint legal liabilities for its authenticity, accuracy and completeness.
hot tip
1、 Jiangsu Suyan Jingshen Co.Ltd(603299) (hereinafter referred to as “the company”, “the company” or ” Jiangsu Suyan Jingshen Co.Ltd(603299) “) the 2021 restricted stock incentive plan (hereinafter referred to as “the plan” or “the incentive plan”) is in accordance with the company law, the securities law and the law on the administration of equity incentive of listed companies (amended in 2018) Trial Measures for the implementation of equity incentive by state-owned holding listed companies (domestic) (gzf [2006] No. 175), notice on issues related to regulating the implementation of equity incentive system by state-owned holding listed companies (gzf [2008] No. 171), guidelines for the implementation of equity incentive by central enterprise holding listed companies, and other relevant laws, regulations The relevant provisions of departmental rules, normative documents and the articles of association shall be formulated in combination with the current salary system, performance appraisal system and other management systems of the company.
2、 The plan adopts restricted stock as the incentive tool, and the source of the underlying stock is Jiangsu Suyan Jingshen Co.Ltd(603299) to issue A-share common stock of the company to the incentive object.
3、 The number of restricted shares to be granted in the plan is about 12.4 million, accounting for about 1.60% of the total share capital of the company at the time of announcement of the draft incentive plan, of which 10396000 shares are granted for the first time, accounting for about 1.34% of the total share capital of the company at the time of announcement of the draft incentive plan and about 83.84% of the total restricted shares to be granted in the incentive plan; 2.0400 shares are reserved, accounting for about 0.26% of the total share capital of the company at the time of announcement of the draft incentive plan and about 16.16% of the total number of restricted shares to be granted in the incentive plan.
If the number of restricted shares or allotments of shares is adjusted to the date of the announcement of the company’s share capital reduction or allotment plan, the company will adjust the number of restricted shares or allotments of shares to the date of the announcement.
4、 The initial grant price of restricted shares in the incentive plan is 4.79 yuan per share. If, from the date of announcement of the plan to the date when the incentive object completes the registration of restricted shares, the company has matters such as the conversion of capital reserve into share capital, distribution of stock dividends, division of shares, allotment of shares, reduction of shares or dividend distribution, the grant price of restricted shares shall be adjusted accordingly.
5、 The total number of incentive objects to be granted for the first time in the incentive plan is 115, including the company’s directors, senior managers, management backbone, technical backbone, business backbone and some advanced employees, but excluding the company’s independent directors and supervisors.
Reserved incentive objects refer to the incentive objects that have not been determined when the incentive plan is approved by the general meeting of shareholders, but are included in the incentive plan during the duration of the incentive plan, which shall be determined within 12 months after the incentive plan is reviewed and approved by the general meeting of shareholders.
6、 The validity period of this incentive plan shall be no more than 72 months from the date of completion of the registration of the restricted shares granted to the incentive object to the date of completion of the lifting of the restriction on the sale or repurchase of all the restricted shares granted to the incentive object.
7、 Article 7 the equity incentive management measures of listed companies shall not be implemented:
(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 is 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.
8、 The company meets the conditions specified in Article 5 of the Trial Measures for the implementation of equity incentive by state-controlled listed companies (domestic):
(I) the corporate governance structure is standardized, the shareholders’ meeting, the board of directors and the management are well organized, and their responsibilities are clear. External directors (including independent directors, the same below) account for more than half of the members of the board of directors;
(II) the remuneration and assessment committee is composed of external directors, with sound remuneration and assessment committee system, perfect rules of procedure and standardized operation;
(III) sound internal control system and performance appraisal system, standardized basic management system, and established labor employment, salary and welfare system and performance appraisal system in line with the requirements of market economy and modern enterprise system;
(IV) clear development strategy, good asset quality and financial condition, and stable business performance; No financial violations and bad records in recent three years;
(V) other conditions stipulated by the securities regulatory authority.
9、 The company promises not to provide loans or any other form of financial assistance for the incentive object to obtain relevant restricted shares in accordance with the incentive plan, including providing guarantee for its loans.
10、 The incentive plan has been reviewed and approved by Jiangsu SASAC and information disclosure, and can be implemented only after it is reviewed and approved by the special resolution of the company’s general meeting of shareholders.
11、 Within 60 days from the date when the general meeting of shareholders deliberates and approves the incentive plan and the granting conditions are met, the company will convene the board of directors to grant the incentive object in accordance with relevant regulations, and complete the registration, announcement and other relevant procedures. If the company fails to complete the above work within 60 days, the implementation of the incentive plan shall be terminated, and the non granted restricted shares shall become invalid. According to the measures for the administration of equity incentive of listed companies, the period during which rights and interests cannot be granted shall not be counted as 60 days.
12、 The implementation of this incentive plan will not result in the company’s equity distribution not meeting the requirements of listing conditions.
catalogue
Declare that 1 special tips 2 catalog 5 chapter 1 interpretation Chapter II General Provisions Chapter III Management Organization of the plan Chapter IV determination basis and scope of incentive objects Chapter V source and quantity of underlying stocks involved in the plan Chapter VI timing of equity incentive plan Chapter VII grant price of restricted shares and its determination method Chapter VIII conditions for granting incentives and conditions for lifting sales restrictions Chapter IX adjustment methods and procedures of restricted stocks Chapter X accounting treatment of restricted stocks Chapter XI procedures for granting rights and interests by the company and lifting restrictions on sales of incentive objects Chapter 12 respective rights and obligations of the company and incentive objects Chapter 13 handling of changes in the company and incentive objects Chapter 14 change and termination of the plan Chapter 15 principles for repurchase and cancellation of restricted shares 29 Chapter 16 other important matters thirty
Chapter I interpretation
Unless otherwise specified, the following words have the following meanings in this article: the company, the company and the Soviet Union refer to Jiangsu Suyan Jingshen Co.Ltd(603299) Yanjing God
Jiangsu salt group refers to Jiangsu Salt Industry Group Co., Ltd
The plan and the incentive plan refer to the restricted stock incentive plan of Jiangsu Suyan Jingshen Co.Ltd(603299) 2021
Row
According to the conditions and prices specified in the incentive plan, the company grants a certain number of public restricted shares to the incentive object, which refer to the company’s shares. These shares are set with a certain period of restricted sale period. The restricted sale and circulation can be lifted only after reaching the conditions for lifting the restricted sale specified in the incentive plan
Incentive objects refer to employees who are eligible to receive a certain number of restricted shares in accordance with the provisions of the 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 grant price refers to the price of each restricted stock granted by the company to the incentive object
The term of validity refers to the period from the date of completion of the registration of the granting of restricted shares to the date of expiration of the restricted stock release period or the date of completion of the repurchase cancellation
The restricted sale period refers to the period during which the restricted shares granted to the incentive object under the plan are prohibited from being transferred, used for guarantee and debt repayment
The release period refers to the period during which the restricted shares held by the incentive object can be released and listed for circulation after the release conditions specified in the plan are met
The date of lifting the restriction on sale refers to the date on which the restricted shares held by the incentive object are lifted after the conditions for lifting the restriction on sale specified in the plan are met
The conditions for lifting the restrictions on sale refer to the conditions that must be met for the restricted shares obtained by the incentive object to be lifted according to the plan
CSRC refers to the China Securities Regulatory Commission
Jiangsu SASAC refers to the state owned assets supervision and Administration Commission of Jiangsu Provincial People’s government
Stock exchange refers to Shanghai Stock Exchange
Company Law refers to the company law of the people’s Republic of China
Securities Law refers to the securities law of the people’s Republic of China
The Administrative Measures refer to the administrative measures for equity incentive of listed companies
Circular 175 refers to the Trial Measures for the implementation of equity incentive by state-controlled listed companies (within China)
Circular No. 171 refers to the notice on issues related to regulating the implementation of equity incentive system by state-controlled listed companies
The work guidelines refer to the work guidelines for the implementation of equity incentive by listed companies controlled by central enterprises
The articles of association refers to the Jiangsu Suyan Jingshen Co.Ltd(603299) articles of association
Yuan and 10000 yuan refer to RMB yuan and 10000 yuan
Chapter II General Provisions
1、 Legal and policy basis of the plan
According to the company law, the securities law, the measures for the administration of equity incentive of listed companies (revised in 2018), the Trial Measures for the implementation of equity incentive by state-owned holding listed companies (domestic) (Guo Zi FA FA Pai [2006] No. 175), the notice on issues related to regulating the implementation of equity incentive system by state-owned holding listed companies (Guo Zi FA Pai [2008] No. 171) The plan is formulated in accordance with the guidelines for the implementation of equity incentive by listed companies controlled by central enterprises, other relevant laws, regulations, departmental rules, normative documents and the articles of association, and in combination with the current management systems such as salary system and performance appraisal system.
2、 Background of this plan
On May 11, 2020, the opinions on accelerating the improvement of the socialist market economic system in the new era issued by the CPC Central Committee and the State Council pointed out that we should actively and steadily promote the reform of mixed ownership of state-owned enterprises, and support qualified mixed ownership enterprises to establish backbone employee stock ownership, equity incentive of listed companies Medium and long-term incentive mechanisms such as equity and dividend incentives for science and technology enterprises. In the opinions on further improving the quality of listed companies issued by the State Council on October 5, 2020, it is proposed to improve the equity incentive and employee stock ownership system of listed companies and make more flexible arrangements in terms of objects, methods and pricing. Optimize the policy environment, support various listed companies to establish and improve long-term incentive mechanisms, strengthen the sharing of interests between workers and owners, better attract and retain talents, and fully mobilize the enthusiasm of employees of listed companies.
3、 Purpose of this plan
The incentive plan aims to accelerate the company’s business development, further improve the company’s governance structure, deepen the reform of the salary system, establish and improve the medium and long-term mechanism combining incentive and restraint, fully stimulate the enthusiasm, sense of responsibility and sense of mission of middle and senior managers and core backbone personnel, and continuously improve the company’s core competitiveness and profitability, Maintain and increase the value of state-owned assets and bring sustained returns to shareholders.
4、 Principles followed in this plan
(1) Adhere to legal norms, openness and transparency, and abide by laws, regulations and the articles of Association;
(2) Adhere to safeguarding the interests of shareholders, the company and incentive objects, and promote the sustainable development of listed companies;
(3) Adhere to the combination of incentives and constraints, and match risks and benefits;
(4) Adhere to proceeding from reality, give full play to the market mechanism, step by step, actively explore and constantly improve.
Chapter III Management Organization of the plan
1、 As the highest authority of the company, the general meeting of shareholders is responsible for reviewing and approving the implementation, change and termination of the plan. The general meeting of shareholders may authorize the board of directors to handle some matters related to the plan within its authority.
2、 The board of directors is the executive management organization of the plan and is responsible for the implementation of the plan. The remuneration and assessment committee under the board of directors is responsible for formulating and revising the plan and submitting it to the board of directors for deliberation. After the board of directors deliberates and approves the incentive plan, it shall be submitted to the general meeting of shareholders of the company for approval and the competent department for review, and handle the relevant matters of the plan within the scope authorized by the general meeting of shareholders.
3、 The board of supervisors is the supervision organization of the plan, which is responsible for reviewing the list of incentive objects and supervising whether the implementation of the plan complies with relevant laws, administrative regulations, departmental rules and the business rules of the stock exchange. 4、 Independent directors shall express independent opinions on whether the plan is conducive to the sustainable development of the company and whether there is obvious damage to the interests of the company and all shareholders, and solicit entrusted voting rights from all shareholders on the plan. 5、 If the company changes the equity incentive plan before it is deliberated and approved by the general meeting of shareholders, the independent directors and the board of supervisors shall make a statement on whether the changed plan is conducive to the sustainable development of the company and whether there is any obvious damage to the interests of the company and all shareholders
