Securities code: 002513 securities abbreviation: Jiangsu Lanfeng Bio-Chemical Co.Ltd(002513) Jiangsu Lanfeng Bio-Chemical Co.Ltd(002513)
Restricted stock incentive plan for 2021
(Draft)
Jiangsu Lanfeng Bio-Chemical Co.Ltd(002513)
December, 2001
statement
The company and all directors and supervisors guarantee that there are no false records, misleading statements or major omissions in the incentive plan and its summary, and bear individual and joint legal liabilities for its authenticity, accuracy and completeness. All incentive objects of the company promise that if the company does not comply with the granted rights and interests or the release of restrictions on the sale of rights and interests due to false records, misleading statements or major omissions in the information disclosure documents, the incentive objects 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.
hot tip
1、 The incentive plan, the articles of association of the people’s Republic of China and other relevant laws and regulations of the people’s Republic of China are formulated in accordance with the incentive plan of the people’s Republic of China and the regulations of the people’s Republic of China.
2、 The company does not have the situation that equity incentive shall not be implemented as stipulated in Article 7 of the administrative measures for equity incentive of listed companies.
3、 The incentive object of this incentive plan does not have the situation that it is not allowed to be an incentive object as stipulated in Article 8 of the measures for the administration of equity incentive of listed companies.
4、 The incentive plan is a restricted stock incentive plan, and the stock source is the company’s A-share common stock issued to the incentive object.
5、 The incentive plan intends to grant 34 million shares of restricted shares to the incentive objects, accounting for 10% of the total share capital of 340086278 shares before the announcement of the incentive plan.
The company has not implemented the equity incentive plan before, so the total number of subject shares involved in the equity incentive plan within the validity period does not exceed 10% of the total share capital of the company at the time of announcement of the incentive plan. The cumulative shares of the company granted by any incentive object in the incentive plan through all equity incentive plans within the validity period shall not exceed 1% of the total share capital of the company at the time of announcement of the incentive plan.
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, share subdivision or reduction, allotment, etc., the number of restricted shares and the total number of subject shares involved will be adjusted accordingly.
6、 The grant price of restricted shares granted under the incentive plan is 3.00 yuan / share. During the period from the announcement date of the plan to the completion of the restricted stock registration of the incentive object, if the company has matters such as capital reserve converted into share capital, distribution of stock dividends, share subdivision or reduction, allotment and dividend distribution, the grant price of restricted shares will be adjusted accordingly.
7、 The total number of incentive objects granted by the incentive plan is 60, including senior managers, middle managers and core technical (business) backbone employees of the company (including consolidated statement subsidiaries, the same below). The incentive objects participating in the incentive plan do not include independent directors, supervisors, shareholders or actual controllers who individually or jointly hold more than 5% of the company’s shares and their spouses, parents and children.
8、 The validity period of the incentive plan is from the date of completion of the registration of the grant of restricted shares to the date of completion of the cancellation of all restricted shares or repurchase, with a maximum of 48 months.
9、 There are no false records, misleading statements or major omissions in the information disclosure documents related to the incentive plan; The company will not provide loans or any other form of financial assistance for the incentive object to obtain restricted shares under this incentive plan, including providing guarantee for its loans.
10、 All incentive objects promise that if the company does not comply with the granted rights and interests arrangement due to false records, misleading statements or major omissions in the information disclosure documents, the incentive objects shall return all the benefits obtained from the incentive plan to the company after the relevant information disclosure documents are confirmed to have false records, misleading statements or major omissions.
11、 The incentive plan can be implemented only after being deliberated and approved by the general meeting of shareholders of the company.
12、 Within 60 days from the date when the general meeting of shareholders deliberates and approves the incentive plan, the company will convene the board of directors to grant the incentive objects in accordance with relevant regulations, and complete the announcement, registration 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, announce the termination of the implementation of the incentive plan, and the non granted restricted shares shall become invalid.
13、 The implementation of the incentive plan will not lead to the company’s equity distribution not meeting the requirements of listing conditions.
catalogue
Declare that 1 special tips Chapter 1 interpretation 5 chapter II purpose and principle of this incentive plan 6 Chapter III Management Organization of this incentive plan Chapter IV determination basis and scope of incentive objects 8 Chapter V specific contents of this incentive plan Chapter VI implementation procedures of restricted stock incentive plan 21 Chapter VII respective rights and obligations of the company / incentive object Chapter VIII handling of changes in the company / incentive object 26 Chapter IX Supplementary Provisions twenty-nine
Chapter I interpretation
In this draft, unless otherwise specified, the following words have the following meanings:
Interpretation item interpretation content
Jiangsu Lanfeng Bio-Chemical Co.Ltd(002513) . The company, the listed company and the company refer to Jiangsu Lanfeng Bio-Chemical Co.Ltd(002513) (including consolidated statement subsidiaries)
Restricted stock incentive plan and this incentive plan refer to the Jiangsu Lanfeng Bio-Chemical Co.Ltd(002513) 2021 restricted stock incentive plan
According to the conditions and prices specified in the incentive plan, the company grants incentive restricted shares, which refers to a certain number of company shares to the object. Such shares are set with a certain period of restricted sales period. The restricted sales and circulation can be lifted only after the conditions for lifting the restricted sales specified in the incentive plan are met
In accordance with the provisions of the incentive plan, the senior managers, middle managers and core backbone employees of the company (including the incentive object refers to the consolidated statement subsidiary) who obtain restricted shares
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
Grant price refers to the price of each restricted stock granted by the company to the incentive object
Effective period refers to the date from the date of completion of registration of restricted shares grant to the date when the restricted shares granted by the incentive object are cancelled or the repurchase is cancelled
The restricted sale period refers to the period during which the restricted shares granted to the incentive object under the incentive 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 incentive plan are met
The conditions for lifting the restriction on sales refer to the conditions that must be met for the restricted shares obtained by the incentive object to be lifted according to the incentive plan
Company law means the company law of the people’s Republic of China
Securities Law means the securities law of the people’s Republic of China
The Administrative Measures refer to the administrative measures for equity incentive of listed companies
Articles of association means the Jiangsu Lanfeng Bio-Chemical Co.Ltd(002513) articles of association
The assessment management measures refer to the assessment management measures for Jiangsu Lanfeng Bio-Chemical Co.Ltd(002513) 2021 restricted stock incentive plan
CSRC refers to the China Securities Regulatory Commission
Stock exchange refers to Shenzhen Stock Exchange
Registration and Clearing Company refers to Shenzhen Branch of China Securities Depository and Clearing Co., Ltd
Bank means the people’s Bank of China
Yuan and 10000 yuan refer to RMB yuan and 10000 yuan
Note: 1. Unless otherwise specified, the financial data and financial indicators quoted in this draft refer to the financial data in the consolidated statements and the financial indicators calculated based on such financial data.
2. In this draft, the difference in the mantissa between the sum of some totals and each breakdown is caused by rounding.
Chapter II purpose and principle of the incentive plan
1、 Purpose of this incentive plan
In order to smoothly promote the company’s development strategy, further establish and improve the company’s long-term incentive and restraint mechanism, attract and retain excellent talents, fully mobilize the enthusiasm of the company’s senior managers, middle managers and core technology (business) backbone employees, and effectively combine the personal interests of shareholders, the company and core teams to form an interest community, Enhance the overall cohesion of the company, make all parties pay common attention to the long-term development of the company, and ensure the realization of the company’s development strategy and business objectives. On the premise of fully protecting the interests of shareholders, in accordance with the principle of equal income and contribution, and in accordance with the company law, securities law, management measures and other relevant laws, regulations, normative documents and the articles of association, Develop this incentive plan.
As of the announcement date of the incentive plan, the company has no other equity incentive system arrangements being implemented for directors, senior managers, core technicians and key employees.
2、 Principles of this incentive plan
1. Establish a medium and long-term incentive and restraint mechanism for the middle and senior managers and important backbone of the company, closely link the interests of incentive objects with shareholder value, make the behavior of incentive objects consistent with the strategic objectives of the company, and promote the sustainable development of the company.
2. Through the introduction of this incentive plan, further improve the company’s performance appraisal system and salary system, and attract, retain and motivate talents needed to achieve the company’s strategic objectives.
3. Establish the concept and company culture of common and sustainable development between employees and the company.
4. The implementation of the incentive plan adopts the restricted stock incentive plan, which aims to give consideration to the long-term and short-term interests of the company, retain and attract all kinds of talents more flexibly, so as to better promote the development of the company.
Chapter III Management Organization of the incentive 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 incentive plan. The general meeting of shareholders may authorize the board of directors to handle some matters related to the incentive plan within its authority.
2、 The board of directors is the executive management organization of the incentive plan and is responsible for the implementation of the incentive plan. The remuneration and assessment committee under the board of directors is responsible for formulating and revising the incentive 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 for deliberation. The board of directors may handle other relevant matters of the incentive plan within the scope authorized by the general meeting of shareholders.
3、 The board of supervisors and independent directors are the supervisory bodies of the incentive plan and shall express their opinions on whether the incentive plan is conducive to the sustainable development of the company and whether there is any situation that obviously damages the interests of the company and all shareholders. The board of supervisors shall supervise whether the implementation of the incentive plan complies with relevant laws, regulations, normative documents and the business rules of the stock exchange, and shall be responsible for reviewing the list of incentive objects. Independent directors will solicit entrusted voting rights from all shareholders for the incentive plan.
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 express independent opinions on whether the changed 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.
Before the company grants rights and interests to the incentive object, the independent directors and the board of supervisors shall express clear opinions on the conditions for the incentive object to be granted rights and interests set in the equity incentive plan. If there is any difference between the rights granted by the company to the incentive object and the arrangement of the incentive plan, the independent directors and the board of supervisors
