Securities abbreviation: Nantong Jiangshan Agrochemical & Chemicals Co.Ltd(600389) Stock Code: Nantong Jiangshan Agrochemical & Chemicals Co.Ltd(600389) Nantong Jiangshan Agrochemical & Chemicals Co.Ltd(600389)
Restricted stock incentive plan for 2022
(Draft)
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 and other relevant laws, regulations and normative documents, as well as the articles of association of Nantong Jiangshan Agrochemical & Chemicals Co.Ltd(600389) (hereinafter referred to as " Nantong Jiangshan Agrochemical & Chemicals Co.Ltd(600389) " or "the company", "the company"). 2、 The incentive tool adopted in this incentive plan is restricted stock. Its stock source is the company's directional issuance of A-share common shares to incentive objects.
3、 The number of restricted shares to be granted to the incentive objects in the incentive plan is 8850600 shares, and the subject stock involved is RMB A-share common shares, accounting for 2.98% of the total share capital of the company on the announcement date of the draft and abstract of the incentive plan. Among them, 8408100 shares were granted for the first time, accounting for 95.00% of the total amount of restricted stock granted this time, and 2.831% of the total share capital of the company on the announcement date of the draft incentive plan and abstract; 442500 shares are reserved, accounting for 5.00% of the total amount of restricted stock granted this time, and 0.149% of the total share capital of the company on the announcement date of the draft and summary of this incentive plan. The total number of subject 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; The cumulative shares of the company granted by any incentive object through all equity incentive plans within the validity period shall not exceed 1% of the total share capital of the company. During the period from the date of announcement of the draft and summary 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, and the allotment of shares, the number of restricted shares and the total number of underlying shares involved will be adjusted accordingly.
4、 The grant price of restricted shares in the incentive plan is 24.03 yuan / share, and the grant price shall not be lower than the higher of the following:
1. 50% of the average price of the company's shares of 480421 yuan per share on the trading day before the announcement of the incentive plan (total shares of the previous trading day / total shares of the previous trading day) is 24.03 yuan per share;
2. 50% of the average trading price of the company's shares of 411751 yuan per share for 120 trading days (total stock trading volume in 120 trading days / total stock trading volume in 120 trading days) announced in the incentive plan is 20.59 yuan per share;
The grant price of reserved restricted shares shall not be lower than the par value of the shares, and shall not be lower than the higher of the following prices before the announcement date of the resolution of the board of directors of this part of restricted shares:
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 on the granting of reserved restricted shares;
During the period from the announcement date of the draft 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.
5、 The total number of incentive objects granted for the first time in the incentive plan is 80, including the company's directors, senior managers and other leading group members, middle managers, core technology (business and management) personnel, leading group members and core technology (business and management) personnel of the division / subsidiary when the company announces the incentive plan. All incentive objects must have labor relations or employment relations with the company or the company's holding subsidiaries within the validity of the plan.
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. The criteria for determining the reserved incentive object shall be determined with reference to the criteria for the first award.
6、 The validity period of this incentive plan is from the date of granting restricted shares to the date when all restricted shares are lifted or repurchased and cancelled, with a maximum of 60 months.
7、 The sales restriction period of restricted shares granted for the first time in the incentive plan is 24 months, 36 months and 48 months from the date of completion of grant registration. The restricted shares granted to the incentive object under this incentive plan shall not be transferred, used for guarantee or debt repayment before the restriction is lifted. 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 of restrictions on sales arrangement lifting of restrictions on sales time lifting of restrictions on sales proportion
The first transaction after 24 months from the date of completion of the first grant registration
40% on the last trading day within 36 months from the date of the first lifting of the restriction period to the date of the first grant
End of the day
The first transaction 36 months after the completion of the first grant registration
30% on the last trading day within 48 months from the date of the second lifting of the restriction period to the date of the first grant
End of the day
The first transaction after 48 months from the date of completion of the first grant registration
30% on the last trading day within 60 months from the date of the third lifting of the restriction period to the date of the first grant
End of the day
The arrangement for releasing the restrictions on the sale of reserved shares shall be implemented with reference to the arrangement for releasing the restrictions on the sale of shares granted for the first time.
8、 The restricted shares granted and reserved for grant in the incentive plan for the first time shall be subject to annual performance evaluation and the restriction shall be lifted. The evaluation shall be conducted once every fiscal year to meet the performance evaluation objectives as the conditions for the lifting of the restriction.
Performance evaluation objective of lifting the sales restriction arrangement
1. Based on the three-year average value of net profit deducted from 2019 to 2021, the growth rate of net profit deducted from the above base in 2022 shall not be less than 35%, and shall not be lower than the average performance of the same industry in the first lifting period of sales restriction;
2. The return on net assets in 2022 shall not be less than 12%, and shall not be lower than the average performance of the same industry;
3. The proportion of cash dividends in 2022 shall not be less than 30% of the distributable profits of the listed company in that year.
1. Based on the average value of non net profit deducted in the three years from 2019 to 2021, the growth rate of the average value of non net profit deducted in 2022 and 2023 compared with the above base is not less than 35%, and is not lower than the average performance of the same industry in the second lifting period;
2. The return on net assets in 2023 shall not be less than 12%, and shall not be lower than the average performance of the same industry;
3. The proportion of cash dividends in 2023 shall not be less than 30% of the distributable profits of the listed company in that year.
1. Based on the three-year average of non net profit deduction from 2019 to 2021, the average growth rate of non net profit deduction in 2022, 2023 and 2024 shall not be less than 40% compared with the above base, and the third sales restriction lifting period shall not be less than the average performance of the same industry;
2. The return on net assets in 2024 shall not be less than 12%, and shall not be lower than the average performance of the same industry;
3. The proportion of cash dividends in 2024 shall not be less than 30% of the distributable profits of the listed company in that year.
Note 1: for the constituent stocks included by the target enterprise with reference to Shenwan pesticide index (850333. SI), in the process of annual assessment, if the main business in the sample changes significantly or the data is not comparable due to asset restructuring, the relevant sample data will not be included in the statistics; The specific accounting criteria of performance indicators shall be determined by the board of directors authorized by the general meeting of shareholders.
Note 2: the above "deduction of non net profit" = the audited net profit attributable to the shareholders of the parent company after deducting non recurring profits and losses + the amount of the impact of relevant share based payment expenses of the equity incentive plan on the current net profit.
Note 3: the above "return on net assets" refers to the weighted average return on net assets based on the net profit attributable to the shareholders of the listed company before deducting the share payment expenses; During the validity period of the equity incentive plan, if the company has additional issuance, allotment and other matters leading to changes in net assets, the amount of changes in net assets caused by such matters and the corresponding income generated shall be excluded from the assessment (if the corresponding income cannot be accurately calculated, it can be calculated and determined by multiplying the actual financing amount after deducting the financing cost by the interest rate of national debt in the same period).
9、 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.
10、 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 or taking market entry measures by the CSRC and its dispatched offices 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.
11、 The company promises not to provide loans and any other forms of financial assistance for the incentive object to obtain relevant rights and interests according to the incentive plan, including providing guarantee for its loans.
12、 The incentive object promises 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 object 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.
13、 The incentive plan can be implemented only after being deliberated and approved by the general meeting of shareholders of the company. When the general meeting of shareholders of the company votes on the incentive plan, the combination of on-site voting and online voting will be adopted. The independent directors of the company will solicit the entrusted voting rights before the general meeting of shareholders.
14、 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 in accordance with relevant regulations to grant some incentive objects for the first time, and complete relevant procedures such as registration and announcement. 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 a listed company may not grant rights and interests shall not be counted within 60 days.
15、 The implementation of this incentive plan will not result in the equity distribution not meeting the requirements of listing conditions.
catalogue
Declare that 2 special tips 3 catalog 7 interpretation Chapter I purpose and principles of this incentive plan 10 I. purpose of this incentive plan 10 II. Principles of this incentive plan Chapter II management organization of this incentive plan Chapter III determination basis and scope of incentive objects 12 I. legal basis for determining the incentive object 12 II. Scope of incentive objects 12 III. verification of incentive objects Chapter IV source, quantity and distribution of restricted shares 14 I. the stock source of this incentive plan II. Restricted number of shares granted III. distribution of restricted shares granted to incentive objects Chapter V timing of restricted stock incentive plan 16 I. validity period of this incentive plan 16 II. The grant date of this incentive plan 16 III. The sales restriction period of the incentive plan and the arrangement for lifting the sales restriction 16 IV. lock up period of this incentive plan Chapter VI grant price of restricted shares and its determination method 18 I. award price 18 II. Method for determining the grant price of restricted shares granted for the first time
