Securities abbreviation: Shanghai Baolijia Chemical Co.Ltd(301037) securities code: 301037
Shanghai Baolijia Chemical Co.Ltd(301037)
Summary of restricted stock incentive plan (Draft) in 2021
December, 2001
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 Shanghai Baolijia Chemical Co.Ltd(301037) 2021 restricted stock incentive plan (Draft) (hereinafter referred to as “the incentive plan”) is prepared by Shanghai Baolijia Chemical Co.Ltd(301037) (hereinafter referred to as ” Shanghai Baolijia Chemical Co.Ltd(301037) “, “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 Listing Rules of Shenzhen Stock Exchange gem shares and the measures for the administration of equity incentive of listed companies The guidelines for business handling of companies listed on GEM No. 5 – equity incentive, other relevant laws, administrative regulations, normative documents, the articles of association and other relevant provisions were formulated.
2、 The incentive form adopted in this incentive plan is restricted stock (class I restricted stock and class II restricted stock). The stock source is the company’s RMB A-share common stock issued by the company to the incentive object. The restricted shares granted to the incentive object under the incentive plan shall not be transferred, used for guarantee or debt repayment before the restriction / ownership is lifted.
The class I restricted shares granted to the incentive objects that meet the grant conditions of the incentive plan will enjoy the due rights of their shares after being registered and transferred by China Securities Depository and Clearing Co., Ltd. Shenzhen Branch, including but not limited to the dividend rights, allotment rights, voting rights, etc.
After meeting the corresponding vesting conditions and vesting arrangements, the class II restricted shares granted to the incentive objects that meet the vesting conditions of the incentive plan will obtain the company’s A-share common shares at the vesting price during the vesting period, and these shares will be registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd, After the registration and transfer of ownership by the registration and Clearing Company, they will enjoy the due rights of their shares, including but not limited to the dividend right, allotment right, voting right, etc; The second type of restricted shares granted to incentive objects do not enjoy the rights of shareholders of the company before they are vested.
3、 The number of restricted shares to be granted to the incentive objects in the incentive plan is 1802000 shares, accounting for 2.00% of the total share capital of the company on the announcement date of the draft incentive plan of 90.1 million shares. Among them, 1587500 restricted shares were granted for the first time, accounting for 1.76% of the total share capital of the company on the announcement date of the draft incentive plan and 88.10% of the total number of restricted shares to be granted in the incentive plan; 214500 restricted shares are reserved for grant, accounting for 0.24% of the total share capital of the company on the announcement date of the draft incentive plan and 11.90% of the total restricted shares to be granted in the incentive plan. The incentive plan plans to grant 1346000 class I restricted shares, accounting for 1.49% of the total share capital of the company on the announcement date of the draft incentive plan. Among them, 1222700 class I restricted shares were granted for the first time, accounting for 1.36% of the total share capital of the company on the announcement date of the draft incentive plan and 90.84% of the total number of class I restricted shares to be granted in the incentive plan; The reserved class I restricted shares are 123300 shares, accounting for 0.14% of the total share capital of the company on the announcement date of the draft incentive plan and 9.16% of the total number of class I restricted shares to be granted in the incentive plan.
The incentive plan plans to grant 456000 class II restricted shares, accounting for 0.51% of the total share capital of the company on the announcement date of the draft incentive plan. Among them, 364800 class II restricted shares were granted for the first time, accounting for 0.40% of the total share capital of the company on the announcement date of the draft incentive plan and 80.00% of the total number of class II restricted shares to be granted in the incentive plan; The reserved class II restricted shares are 91200 shares, accounting for 0.10% of the total share capital of the company on the announcement date of the draft incentive plan and 20.00% of the total number of class II restricted shares to be granted in the 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 20.00% of the total share capital of the company. The cumulative 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 does not exceed 1.00% of the total share capital of the company.
4、 A total of 45 incentive objects are granted for the first time in the incentive plan, including directors, senior managers, middle managers and core technicians who worked in the company (including subsidiaries, the same below) when the company announced the incentive plan. Excluding Shanghai Baolijia Chemical Co.Ltd(301037) independent directors, supervisors and foreign employees.
Reserved incentive objects refer to the incentive objects that have not been determined when the plan is approved by the general meeting of shareholders but are included in the incentive plan during the duration 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 class I restricted shares granted for the first time in the incentive plan is 13.84 yuan / share; The grant price of class II restricted shares granted for the first time is 13.84 yuan / share. From the date of announcement of the incentive plan to the completion of the registration of the class I restricted stock granted to the incentive object or the vesting registration of the class II restricted stock granted to the incentive object, if the company has matters such as the conversion of capital reserve into share capital, the distribution of stock dividends, dividends, share subdivision or reduction, and share allotment, The grant price and / or quantity of restricted shares will be adjusted accordingly in accordance with this incentive plan.
6、 The validity period of class I restricted shares of the 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 cancelled, and the longest period shall not exceed 48 months; The validity period of class II restricted shares of the incentive plan is from the date of granting restricted shares to the date when all the restricted shares granted to the incentive object are vested or invalid, and the longest period shall not exceed 48 months.
7、 After 12 months from the date of completion of the grant, the restrictions on the sale of class I restricted shares granted for the first time in the incentive plan will be lifted in three phases, with the proportion of lifting the restrictions in each phase being 30%, 30% and 40% respectively. After 12 months from the date of completion of the grant, the restrictions on the sale of reserved class I restricted shares will be lifted in two phases, with the proportion of lifting the restrictions in each phase being 50% and 50% respectively.
The class II restricted shares granted for the first time in the incentive plan shall be vested in three phases after the expiration of 12 months from the grant date, and the proportion of each phase shall be 30%, 30% and 40% respectively. The reserved class II restricted shares shall be vested in two phases after the expiration of 12 months from the grant date, and the proportion of each phase shall be 50% and 50% respectively.
The release of restrictions / ownership arrangement and performance evaluation objectives of restricted shares granted for the first time are shown in the table below:
Target value of net profit from sales restriction lifting / attributable safety target value of operating revenue
Ranking index weight 50% index weight 50%
The first to lift the restrictions/
The net profit in 2022 shall not be less than RMB 90 million, and the operating revenue in 2022 shall not be less than RMB 3 billion
Attribution period
The second lifting of restrictions on sales / the cumulative net profit from 2022 to 2023 shall not be less than RMB 220 million and the cumulative ownership period of operating income from 2022 to 2023 shall not be less than RMB 7 billion
The third lifting of restrictions on sales / the cumulative net profit from 2022 to 2024 shall not be less than RMB 400 million and the cumulative ownership period of operating income from 2022 to 2024 shall not be less than RMB 12 billion
The release of restrictions / ownership arrangement and performance evaluation objectives of restricted shares reserved for grant are shown in the table below:
Target value of net profit from sales restriction lifting / attributable safety target value of operating revenue
Ranking index weight 50% index weight 50%
The first lifting of restrictions on sales / the cumulative net profit from 2022 to 2023 shall not be less than RMB 220 million and the cumulative ownership period of operating income from 2022 to 2023 shall not be less than RMB 7 billion
The second lifting of restrictions on sales / the cumulative net profit from 2022 to 2024 shall not be less than RMB 400 million and the cumulative ownership period of operating income from 2022 to 2024 shall not be less than RMB 12 billion
The target value of each release / vesting period reaches
Performance evaluation indicators correspond to the lifting of sales restriction / attribution coefficient
Achieve 100%
Net profit
0% not reached
Achieve 100%
business income
0% not reached
Company level releasable sales restriction / attribution ratio m = releasable sales restriction / attribution coefficient corresponding to net profit * 50% + releasable sales restriction / attribution coefficient corresponding to operating revenue * 50%
Note: 1. The above “operating income” refers to the audited operating income of the listed company.
2. The above “net profit” refers to the audited net profit attributable to the shareholders of the listed company, but excluding the impact of share based payment expenses of this and other incentive plans as the calculation basis.
8、 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) An audit report with a negative opinion or unable to express an opinion on the financial and accounting report of the most recent fiscal year 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, the 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.
9、 The incentive object of this incentive plan does not have the following circumstances that may not be the incentive object specified in the measures for the administration of equity incentive of listed companies:
(i) Being identified as inappropriate by the stock exchange within the last 12 months;
（2） It has been identified as an inappropriate candidate by the CSRC and its dispatched offices within the last 12 months;
（3） Being administratively punished by the CSRC and its dispatched offices or taking market entry prohibition measures for major violations of laws and regulations within 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 equity incentive of listed companies according to laws and regulations;
（6） Other circumstances recognized by the CSRC.
10、 Shanghai Baolijia Chemical Co.Ltd(301037) commitment: the company will not provide loans and other forms of financial assistance for the incentive objects of the restricted stock incentive plan to obtain restricted stocks through the plan, including providing guarantee for their loans. 11、 Shanghai Baolijia Chemical Co.Ltd(301037) commitment: there are no false records, misleading statements or major omissions in the information disclosure documents related to the incentive plan.
12、 The incentive object of the 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.
13、 The incentive plan can be implemented only after it is reviewed and approved by the special resolution of the general meeting of shareholders of the company.
14、 After the incentive plan is reviewed and approved by the general meeting of shareholders of the company, the company will convene the board of directors in accordance with relevant regulations within 60 days to grant rights and interests to incentive objects for the first time, and complete 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 provisions of the measures for the administration of equity incentive of listed companies and the guide for business handling of companies listed on GEM No. 5 – equity incentive, the period during which rights and interests shall not be granted shall not be counted as 60 days.
15、 The implementation of the 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 12 I. determination basis of incentive object 12 II. Scope of incentive objects 12 III. circumstances that cannot be the incentive object of the incentive plan
