Securities abbreviation: Jiangxi Hungpai New Material Co.Ltd(605366) securities code: Jiangxi Hungpai New Material Co.Ltd(605366) Jiangxi Hungpai New Material Co.Ltd(605366)
Restricted stock incentive plan for 2022
(Draft)
Jiangxi Hungpai New Material Co.Ltd(605366)
April, 2002
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 arrangement of 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 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.
hot tip
1、 The incentive plan is formulated in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of equity incentive of listed companies, other relevant laws, regulations and normative documents, as well as the Jiangxi Hungpai New Material Co.Ltd(605366) articles of association.
2、 The company does not have the following circumstances under which equity incentive shall not be implemented as stipulated in Article 7 of the measures for the administration of equity incentive of listed companies:
(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.
3、 The incentive objects participating in the incentive plan do not include the company’s supervisors and independent directors. Shareholders or actual controllers who individually or jointly hold more than 5% of the company’s shares and their spouses, parents and children do not participate in the incentive plan. The incentive object complies with the provisions of Article 8 of the measures for the administration of equity incentive of listed companies, and there are no following circumstances that may not be the incentive object:
(I) being identified as an inappropriate candidate by the stock exchange within the last 12 months;
(II) being identified as an inappropriate candidate by the CSRC and its dispatched offices within the last 12 months;
(III) being administratively punished by the CSRC and its dispatched offices or taking market entry prohibition measures for major violations of laws and regulations in the last 12 months;
(IV) those who are not allowed to serve as directors or senior managers of the company as stipulated in the company law; (V) those who are not allowed to participate in the equity incentive of listed companies according to laws and regulations;
(VI) other circumstances recognized by the CSRC.
4、 The incentive tool adopted in this incentive plan is restricted stock. The stock source is the company’s A-share common stock issued by Jiangxi Hungpai New Material Co.Ltd(605366) (hereinafter referred to as “the company” or “the company”) to the incentive object.
5、 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 underlying shares involved in all equity incentive plans of the company within the validity period does not exceed 10% of the total share capital of the company at the time of announcement of the draft 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 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.
6、 The total number of incentive objects to be granted in the incentive plan for the first time is 205, which are the middle-level managers, core technical (business) personnel and other employees who need incentive when the company announces the incentive plan (including subsidiary companies, the same below).
7、 The grant price of restricted shares granted for the first time in the incentive plan is 7.03 yuan / share.
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 or reduction of shares, the allotment of shares and the distribution of dividends, the grant price of restricted shares will be adjusted accordingly according to the incentive plan.
8、 The validity period of this incentive plan shall be no more than 60 months from the date when the registration of the first grant of restricted shares is completed to the date when all the restricted shares granted to the incentive object are lifted or repurchased and cancelled. 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 can only be implemented after being deliberated and approved by the general meeting of shareholders. 11、 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 object for the first time according to 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 within 60 days. For the reserved part, the awarding object of the reserved rights and interests must be specified within 12 months after the incentive plan is reviewed and approved by the general meeting of shareholders of the company. If the incentive object is not specified for more than 12 months, the reserved rights and interests will become invalid.
12、 The implementation of this incentive plan will not result in the company’s equity distribution not meeting the requirements of listing conditions.
catalogue
Chapter I interpretation Chapter II purpose and principle of this incentive plan Chapter III Management Organization of this incentive plan Chapter IV determination basis and scope of incentive objects Chapter V source, quantity and distribution of restricted shares Chapter VI validity period, grant date, restriction period, lifting of restriction arrangement and lock up period of this incentive plan Chapter VII grant price of restricted shares and determination method of grant price Chapter VIII grant and release of restricted shares Chapter IX adjustment methods and procedures of restricted stock incentive plan Chapter X accounting treatment of restricted stocks Chapter XI implementation procedures of restricted stock incentive plan 25 Chapter XII respective rights and obligations of the company / incentive object 28 Chapter XIII handling of changes in the company / incentive object Chapter XIV principles for repurchase and cancellation of restricted shares 33 Chapter XV Supplementary Provisions thirty-six
Chapter I interpretation
Unless otherwise specified, the following words have the following meanings in this article: Jiangxi Hungpai New Material Co.Ltd(605366) material, the company, refers to Jiangxi Hungpai New Material Co.Ltd(605366) (including branches and holding subsidiaries) companies and listed companies
Restricted stock incentive plan refers to the restricted stock incentive plan in Jiangxi Hungpai New Material Co.Ltd(605366) 2022
This incentive plan, this plan (Draft)
The company grants incentive objects according to the conditions and prices specified in the incentive plan
Restricted shares refer to a certain number of company shares, which are restricted for a certain period of time
During the period, it can be solved only after the conditions for lifting the sales restriction specified in the incentive plan are met
Except restricted circulation
The middle management of the company who obtains restricted shares in accordance with the provisions of this incentive plan
Incentive objects refer to personnel, core technical (business) personnel and those deemed necessary by the board of directors of the company
Other employees for incentive
The grant date refers to the date on which the company grants restricted shares to the incentive object. The grant date must be
Trading day
The grant price refers to the price of each restricted stock granted by the company to the incentive object
Restricted sale period refers to the restricted shares granted by the incentive object under the incentive plan are prohibited from being transferred
The period during which a debt is transferred, guaranteed or repaid
The period of lifting the restriction on sales refers to the period held by the incentive object after the fulfillment of the conditions for lifting the restriction on sales specified in the incentive plan
The period during which the restricted shares can be lifted and listed for circulation
The conditions for lifting the restriction on sale refer to the conditions for lifting the restriction on sale of restricted shares obtained by the incentive object according to the incentive plan
Conditions that must be met
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
The articles of association refers to the Jiangxi Hungpai New Material Co.Ltd(605366) articles of association
CSRC refers to the China Securities Regulatory Commission
Stock exchange refers to Shanghai Stock Exchange
Yuan means RMB yuan
Note: 1. Unless otherwise specified, the financial data and financial indicators quoted in this draft refer to the financial data in the consolidated statement and the financial indicators calculated based on such financial data.
2. In this draft, the difference in the mantissa between the sum of some total numbers and each detailed number is caused by rounding.
Chapter II purpose and principle of the 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, This incentive plan is formulated in accordance with the company law, securities law, administrative measures and other relevant laws, regulations and normative documents as well as the provisions of the articles of association.
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 be responsible for reviewing the list of incentive objects. Independent directors will solicit entrusted voting rights from all shareholders for this incentive plan.
4、 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.
5、 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 the rights granted by the company to the incentive object are different from the arrangement of this incentive plan, the independent directors and the board of supervisors (when the incentive object changes) shall express clear opinions at the same time.
6、 Before the incentive objects exercise their rights and interests, the independent directors and the board of supervisors shall express clear opinions on whether the conditions for the incentive objects to exercise their rights and interests set in the equity incentive plan have been achieved.
Chapter IV determination basis and scope of incentive objects
1、 Determination basis of incentive object
1. Legal basis for determining incentive objects
The incentive objects of the incentive plan are determined according to 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.
2、 Scope of incentive objects
Incentive pairs involved in the part to be granted for the first time involved in this incentive plan
