Securities code: 600337 securities abbreviation: Markor International Home Furnishings Co.Ltd(600337) No.: pro 2022-003 Markor International Home Furnishings Co.Ltd(600337)
Summary announcement of 2022 stock option incentive plan (Draft)
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:
Equity incentive method: Stock Option
Share source: issuing A-share common shares to the incentive object
Total equity of equity incentive and total number of underlying shares involved: Markor International Home Furnishings Co.Ltd(600337) (hereinafter referred to as the company) the number of stock options to be granted to incentive objects in 2022 stock option incentive plan (hereinafter referred to as the incentive plan) is 150 million, accounting for about 9.21% of the company’s total principal stock of 162832722 shares on the announcement date of the draft incentive plan. Among them, 120 million shares were granted for the first time, accounting for about 7.37% of the total share capital of 162832720 shares on the announcement date of the draft incentive plan and 80.00% of the total stock options to be granted in the incentive plan; 30 million reserved grants, accounting for about 1.84% of the company’s total share capital of 162832720 shares on the announcement date of the draft incentive plan and 20.00% of the total stock options to be granted in the incentive plan.
1、 Basic information of the company
(I) Company Profile
Company name: Markor International Home Furnishings Co.Ltd(600337)
Listing time: November 27, 2000
Registered address: D3 wooden house, Nankang household Town, Jingba Town, Nankang District, Ganzhou City, Jiangxi Province
Main business: the company is mainly engaged in the production and sales of medium and high-end furniture and supporting products.
(II) performance in recent three years
Unit: Yuan
Main financial indicators 2020 2019 2018
Operating income 4571328460.37 5587983514.11 5261023054.27
Net profit attributable to shareholders of the listed company 306409797.78 463644648.05 451208323.54
Net profit attributable to shareholders of the listed company after deducting non recurring profits and losses of 100624272.39 391173726.34 395442579.47
Basic earnings per share (yuan / share) 0.19 0.28 0.25
Weighted average return on net assets (%) 6.73 9.93 9.13
End of 2020 end of 2019 end of 2018
Total assets 7531910793.94 8111943845.96 8762535794.79
Net assets attributable to shareholders of listed companies 4249953373.98 4621242377.18 4801692210.39
Net assets per share (yuan / share) 2.41 2.61 2.71
(III) composition of the company’s board of directors, board of supervisors and senior management
1. Composition of the board of directors
The board of directors of the company consists of 8 directors, namely: non independent directors Kou Weiping, mark Feng, Mou Li, Zhao Jing and Huang Xin, and independent directors Li Wei, Shen Jianwen and Ma Xiaojun.
2. Composition of the board of supervisors
The board of supervisors of the company consists of three supervisors: Hou Bing, Wang Wei and Feng Shujun.
3. Composition of senior management
There are 5 senior managers of the company, including general manager Mou Li, deputy general managers Zhao Jing and Gu Shaojun, board secretary Huang Xin and chief financial officer Zhang Li.
2、 Purpose of equity incentive plan
In order to further improve the corporate governance structure, establish and improve the company’s long-term incentive and restraint mechanism, attract and retain excellent talents, fully mobilize the enthusiasm and creativity of the company’s directors, senior managers and core technical (business) personnel, effectively improve the cohesion of the core team and the core competitiveness of the enterprise, and effectively The interests of the company and the core team are combined to 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, according to the principle of equal income and contribution, This 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, normative documents, the articles of association and other provisions.
3、 Equity incentive method and source of underlying stock
The incentive form adopted in the incentive plan is stock option, and the source of the underlying stock involved is the company’s RMB A-share common stock issued by the company to the incentive object.
4、 Number of equity to be granted
The number of stock options to be granted to incentive objects in the incentive plan is 150 million, accounting for about 9.21% of the total share capital of the company on the announcement date of the draft incentive plan. Among them, 120 million shares were granted for the first time, accounting for about 7.37% of the total share capital of 162832720 shares on the announcement date of the draft incentive plan and 80.00% of the total stock options to be granted in the incentive plan; 30 million reserved grants, accounting for about 1.84% of the company’s total share capital of 162832720 shares on the announcement date of the draft incentive plan and 20.00% of the total stock options to be granted in 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 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, normative documents and 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 directors, senior managers and core technical (business) personnel of the company. The salary Committee shall draw up a list of personnel who meet the scope of incentive objects of the incentive plan, which shall be 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 first award of the incentive plan is 144, accounting for 1.42% of the total number of employees of the company as of December 31, 2020, including:
1. Directors and senior managers of the company;
2. Core technical (business) personnel of the company.
(III) distribution of stock options granted to incentive objects
List of incentive objects and distribution of rights and interests to be granted:
The proportion of the number of stock options granted to the total number of positions (10000) in the serial number of the incentive plan the proportion of the total share capital on the announcement date
1 Mou Li Director / general manager 600.00 4.00% 0.36%
2 Zhao Jing Director / Deputy General Manager 400.00 2.67% 0.25%
3 Huang Xin Director / Secretary of the board 400.00 2.67% 0.25%
4 Gu Shaojun, deputy general manager 400.00 2.67% 0.25%
5 Zhang Li CFO 400.00 2.67% 0.25%
Core technical (business) personnel (139 persons) 9800.00 65.32% 6.01%
Reserved part 3000.00 20.00% 1.84%
Total 15000.00 100.00% 9.21%
The above incentive objects do not include the company’s 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. Among the above incentive objects, the directors and senior managers of the company must be elected by the general meeting of shareholders or appointed by the board of directors of the company. All incentive objects must sign labor contracts or employment contracts with the company or its subsidiaries within the assessment period of the incentive plan.
The granting object of reserved rights and interests shall be defined within 12 months after the incentive 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 and legal opinions of the law firm, the company shall timely and accurately disclose the relevant information of the incentive object as required. If the incentive object is not specified for more than 12 months, the reserved rights and interests shall become invalid. The criteria for determining the reserved incentive object shall be determined with reference to the criteria for the first award.
(IV) the incentive objects of the incentive plan do not participate in the equity incentive plans of two or more listed companies at the same time.
(V) during the implementation of the equity incentive plan, if the incentive object does not comply with the administrative measures for equity incentive of listed companies and the provisions of the incentive plan, the company will terminate its right to participate in the incentive plan and cancel its granted but not exercised stock option.
6、 Exercise price and its determination method
(I) exercise price of stock option granted for the first time
The exercise price of the stock option granted for the first time in the incentive plan is 3.64 yuan per share. That is, after the exercise conditions are met, each stock option granted to the incentive object can purchase one share of the company’s stock at the price of 3.64 yuan.
(II) method for determining the exercise price of stock options granted for the first time
The exercise price of the stock option granted for the first time under the incentive plan shall not be lower than the par value of the stock, and shall not be lower than the higher of the following prices:
1. The average trading price of the company’s shares on the trading day before the announcement of the draft incentive plan is 3.64 yuan per share; 2. The average trading price of the company’s shares 20 trading days before the announcement of the draft incentive plan is 3.55 yuan per share. (III) determination method of exercise price of reserved part of stock options
The exercise price of some reserved stock options is the same as that of the stock options granted for the first time, which is 3.64 yuan / share.
7、 Relevant schedule of this incentive plan
(I) validity period of the incentive plan
The validity period of the incentive plan is from the date of stock option authorization to the stock option granted to the incentive object
The maximum period shall not exceed 48 months from the date of completion of all exercise or cancellation.
(II) authorization date of the incentive plan
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 to grant rights and interests to the incentive objects in accordance with relevant regulations within 60 days, and complete registration, 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 administrative measures, the period during which rights and interests cannot be granted shall not be counted within 60 days.
The reserved authorization date of some stock options shall be confirmed by the board of directors within 12 months after being deliberated and approved by the general meeting of shareholders.
The stock option authorization date must be the trading day. If the date determined according to the above principles is a non trading day, the authorization date shall be postponed to the next trading day.
(III) waiting period of the incentive plan
Different waiting periods are applicable to all stock options granted to incentive objects, which are calculated from the date of completion of authorization registration. The interval between the authorization date and the first vesting date shall not be less than 12 months.
(IV) exercise arrangement of the incentive plan
1. Vesting date
The incentive objects of the incentive plan can exercise their rights after the waiting period expires. The vesting date must be the trading day within the validity of the incentive plan, but they shall not exercise their rights during the following periods:
(1) Within 30 days before the announcement of the company’s periodic report, if the announcement date of the periodic report is delayed due to special reasons, it shall be calculated from 30 days before the original scheduled announcement date to 1 day before the announcement;
(2) Within 10 days before the announcement of the company’s performance forecast and performance express;
(3) From the date of major events that may have a great impact on the trading price of the company’s shares and their derivatives or the date of entering the decision-making procedures to 2 trading days after disclosure according to law;
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