Securities code: Jiangxi Hungpai New Material Co.Ltd(605366) securities abbreviation: Jiangxi Hungpai New Material Co.Ltd(605366) Announcement No.: 2022024
Jiangxi Hungpai New Material Co.Ltd(605366)
Announcement of summary of restricted stock incentive plan (Draft) in 2022
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Important content tips:
Incentive tool: restricted stock
Source of shares: private placement
The number of restricted shares to be granted to the incentive objects in the incentive plan is 4513000 shares, accounting for 1.36% of the total share capital of 332 million shares at the time of announcement of the draft incentive plan. Among them, 3683000 shares were granted for the first time, accounting for 1.11% of the company’s total share capital of 332 million shares at the time of announcement of the incentive plan and 81.61% of the total equity granted this time; 830000 shares are reserved, accounting for 0.25% of the total capital stock of 332 million shares at the time of announcement of the incentive plan, and the reserved part accounts for 18.39% of the total granted equity.
1、 Basic information of the company
(I) with the approval of China Securities Regulatory Commission, the company was registered in Shanghai on August 12, 2020
Listed on the stock exchange. The registered address of the company is industrial No. 9 Road, Tashan Industrial Park, Leping City, Jiangxi Province; The company’s business scope is silane coupling agent, macromolecule material, macromolecule material auxiliary material, silicon based material, silicone resin, silicone rubber, thermal insulation material, aerogel material, composite material, rubber additive, plastic additive, industrial salt, special chemical equipment, general chemical manufacture and sale (above items do not contain dangerous chemicals); Manufacturing and sales of sulfuric acid, hydrochloric acid, silicon tetrachloride, trichlorosilane, white carbon black and sodium hypochlorite (disinfectant) (operated with safety production license); Technology development, technical consultation, technical exchange, technology transfer, technology promotion and technical services; Operate and act as an agent for the import and export of all kinds of goods and technologies, except for the goods and technologies that the state restricts the company to operate or prohibits the import and export. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
(II) main performance in recent three years
Unit: yuan currency: RMB
Main accounting data end of 2020 end of 2019 end of 2018
Operating income 89742729229101385451182101 Zhangjiagang Haiguo New Energy Equipment Manufacturing Co.Ltd(301063) 271
Net profit attributable to shareholders of listed companies 122670826071566487217417373629637
Net profit attributable to shareholders of listed company after deducting non recurring profit and loss of 100748251981454313855017104040774
End of 2020 end of 2019 end of 2018
Net assets attributable to shareholders of listed companies 1683249745668088148168664836475616
Total assets 18509308890411304778915897134145903
Main financial indicators end of 2020 end of 2019 end of 2018
Basic earnings per share (yuan / share) 0.44 0.63 0.70
Weighted average return on net assets (%) 10.94 21.50 30.74
(III) composition of the company’s board of directors, board of supervisors and senior executives
1. Composition of the board of directors
The current board of directors of the company consists of 9 directors, namely: Chairman Ji Jinshu; Directors Lang Fengping, Lin Qingsong, Yang Rongkun, Wang Guoqing and Wu Hua; Independent directors Zhang Gong, Zhu chongqiang and Zhou Shiquan.
2. Composition of the board of supervisors
The current board of supervisors of the company is composed of three supervisors: Zhou huaiguo, chairman of the board of supervisors, Wang Linsen, supervisor, and song Jiankun, employee representative supervisor.
3. Composition of senior management
The company currently has 7 senior managers, namely: General Manager Ji Jinshu; Deputy general managers Lang Fengping, Hu Chengfa, Li mingzai and Ji Guancheng; Zhang Jie, Secretary of the board of directors and deputy general manager; Chief financial officer Chen Jie.
2、 Purpose of this incentive plan
In order to further establish and improve the company’s long-term incentive mechanism, attract and retain excellent talents, fully mobilize the enthusiasm of the company’s middle-level managers and core technical (business) personnel, effectively combine the interests of shareholders, the company and the personal interests of the core team, and make all parties pay common attention to the long-term development of the company. On the premise of fully protecting the interests of shareholders, according to the principle of equal income and contribution, In accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), the measures for the administration of equity incentive of listed companies (hereinafter referred to as the “administrative measures”) and other relevant laws, regulations and normative documents, as well as the articles of association of Jiangxi Hungpai New Material Co.Ltd(605366) company (hereinafter referred to as the “articles of association”), Develop this incentive plan.
3、 Equity incentive method and source of underlying stock
The subject stock involved in this incentive plan comes from the company’s A-share common stock issued by the company to the incentive object.
4、 Number of rights and interests to be granted
The number of restricted shares to be granted to the incentive objects in the incentive plan is 4513000 shares, accounting for 1.36% of the total share capital of 332 million shares at the time of announcement of the draft incentive plan. Among them, 3683000 shares were granted for the first time, accounting for 1.11% of the company’s total share capital of 332 million shares at the time of announcement of the incentive plan and 81.61% of the total equity granted this time; 830000 shares are reserved, accounting for 0.25% of the total capital stock of 332 million shares at the time of announcement of the incentive plan, and the reserved part accounts for 18.39% of the total granted equity.
The total number of subject shares involved in all effective incentive plans of the company shall not exceed 10% of the total share capital of the company. The cumulative number of restricted shares granted to any one involved in the incentive plan shall not exceed 1% of the total share capital of the company at the time of announcement of the draft 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 the conversion of capital reserve into share capital, the distribution of stock dividends, the division of shares, the reduction of shares and the allotment of shares, the number of restricted shares will be adjusted accordingly according to the incentive plan.
5、 Scope of incentive objects and the number of rights and interests granted to them
(I) basis for determining incentive objects
1. Legal basis for determining incentive objects
The incentive objects of the incentive plan are determined in accordance with the company law, securities law, administrative measures and other relevant laws, regulations, normative documents and the relevant provisions of the articles of association, and in combination with the actual situation of the company. 2. Job basis for determining incentive objects
The incentive objects of this incentive plan are the company’s middle-level managers, core technical (business) personnel and other employees deemed necessary by the company’s board of directors. The list of all incentive objects shall be drawn up by the remuneration and assessment committee of the company and verified and determined by the board of supervisors of the company.
(II) scope of incentive objects
The total number of incentive objects involved in the part to be granted for the first time in this incentive plan is 205, including:
1. Middle managers;
2. Core technical (business) personnel;
3. Other employees deemed necessary by the board of directors of the company.
The proposed incentive objects involved in this incentive plan do not include independent directors, supervisors, shareholders or actual controllers who individually or jointly hold more than 5% of the shares of the company and their spouses, parents and children.
All incentive objects must have employment or labor relations with the company or its subsidiaries when the company grants restricted shares and during the assessment period of the incentive plan.
The incentive objects of the reserved grant part shall be determined within 12 months after the plan is considered and approved by the general meeting of shareholders. After the proposal of the board of directors, the explicit opinions of the independent directors and the board of supervisors, the professional opinions of lawyers and the legal opinions are issued, the company shall timely and accurately disclose the relevant information of the incentive objects on the designated website as required. If the incentive object is not specified for more than 12 months, the reserved rights and interests shall become invalid.
(III) distribution of restricted shares granted to incentive objects
The distribution of restricted shares granted by the incentive plan among incentive objects is shown in the table below:
The restrictions granted account for the share of the incentive plan in the public interest of the incentive plan
Number of job-related shares total share capital of the company on the date of granting restricted shares
Proportion of total number of (10000 shares)
Middle managers and core technology 368.30 81.61% 1.11%
(business) personnel (205 in total)
Reserve 83.00 18.39% 0.25%
Total 1.30% 451.00%
Note: 1. The shares of the company granted by any of the above incentive objects through all effective equity incentive plans do not exceed 1% of the total share capital of the company at the time of announcement of the draft incentive plan. The total number of subject shares involved in all effective incentive plans of the company shall not exceed 10% of the total share capital of the company at the time of announcement of the draft incentive plan. The proportion of reserved rights and interests shall not exceed 20% of the number of rights and interests to be granted in the incentive plan.
2. The incentive objects of the reserved grant part shall be determined within 12 months after the plan is considered and approved by the general meeting of shareholders. After the proposal of the board of directors, the explicit opinions of the independent directors and the board of supervisors, the professional opinions of lawyers and the legal opinions are issued, the company shall timely and accurately disclose the relevant information of the incentive objects on the designated website as required. If the incentive object is not specified for more than 12 months, the reserved rights and interests shall become invalid.
6、 Grant price and determination method of grant price
(I) grant price of restricted shares granted for the first time
The grant price of restricted shares granted in the incentive plan is 7.03 yuan / share, that is, after meeting the grant conditions, the incentive object can purchase the company’s A-share common shares issued by the company to the incentive object at the price of 7.03 yuan per share. (II) method for determining the grant price of restricted shares granted for the first time
The grant price of restricted shares in the incentive plan shall not be lower than the par value of the shares, and shall not be lower than the following prices:
Higher:
1. 50% of the average trading price of the company’s shares (total trading volume of shares in the previous trading day / total trading volume of shares in the previous trading day) of 14.05 yuan per share on the trading day before the announcement of the draft incentive plan is 7.03 yuan per share; 2. The average trading price of the company’s shares in the 20 trading days before the announcement of the draft incentive plan (the total trading volume of shares in the first 20 trading days / the total trading volume of shares in the first 20 trading days) is 50% of 13.11 yuan per share, which is 6.56 yuan per share.
(III) method for determining the grant price of reserved restricted shares
Before each grant of reserved restricted shares, the board of directors shall be convened to consider and pass relevant proposals, and the summary of the grant shall be disclosed. The grant price of some restricted shares reserved for grant shall not be lower than the par value of the shares, and shall not be lower than the higher of the following prices:
1. 50% of the average trading price of the company’s shares one trading day before the announcement of the resolution of the board of directors on the granting of reserved restricted shares;
2. 50% of the average trading price of the company’s shares 20 trading days, 60 trading days or 120 trading days before the announcement of the resolution of the board of directors.
7、 Restriction period and lifting of restriction arrangement
The restricted shares granted to the incentive objects of the incentive plan are subject to different restricted sales periods, which are 12 months, 24 months and 36 months respectively from the date of completion of the registration of the corresponding granted part. If the reserved part is granted in 2023, the restricted sales periods of the reserved part are 12 months and 24 months respectively. 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.
If the conditions for lifting the restrictions on sales in the current period are not fulfilled, the restricted shares shall not be lifted or deferred to the next period. 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. The restricted shares held by the incentive objects who do not meet the conditions for lifting the restriction will be repurchased and cancelled by the company.
The release period of restricted shares granted for the first time in the incentive plan and the release schedule of each period are shown in the table below:
Lifting the restriction arrangement
