Securities abbreviation: Hebei Hengshui Laobaigan Liquor Co.Ltd(600559) securities code: Hebei Hengshui Laobaigan Liquor Co.Ltd(600559) Hebei Hengshui Laobaigan Liquor Co.Ltd(600559)
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 plan and its summary, and bear individual and joint legal liabilities for its authenticity, accuracy and completeness. hot tip
1. The plan is formulated in accordance with the company law, the securities law, the administrative measures for equity incentive of listed companies (hereinafter referred to as the administrative measures), the guidelines for the implementation of equity incentive by listed companies controlled by central enterprises (gzkp [2020] No. 178, hereinafter referred to as the guidelines), the articles of association of Hebei Hengshui Laobaigan Liquor Co.Ltd(600559) and other relevant laws, regulations, rules and normative documents.
2. The company is not allowed to implement equity incentive as stipulated in the administrative measures for equity incentive of listed companies. The incentive object of this plan does not have the situation that it is not allowed to be an incentive object as stipulated in the administrative measures for equity incentive of listed companies.
3. The number of restricted shares to be granted under the plan shall not exceed 17.74 million, accounting for about 1.98% of the total share capital of the company at the time of announcement of the plan. This plan is granted at one time, excluding the reserved part. The number of restricted shares granted to any incentive object shall not exceed 1% of the total share capital of the company.
4. The restricted stock comes from the company’s ordinary shares issued to the public, and the grant price is 10.34 yuan / share. 5. During the period from the date of announcement of the 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, distribution of stock dividends, division or reduction of shares, allotment of shares, dividend distribution, etc., the grant price or number of restricted shares will be adjusted accordingly.
6. There are no more than 213 incentive objects granted in the plan, including directors, senior managers, members of the leading group of subsidiaries, and core employees of the headquarters and subsidiaries.
7. The validity period of the plan shall be from the date of completion of the registration of the grant of restricted shares to the date of lifting the restriction on the sale or repurchase of all restricted shares, with a maximum of 60 months.
8. The term of validity of restricted shares includes a 24 month restriction period and a 36 month lifting period after the grant. During the restricted sale period, the restricted shares shall be locked and shall not be transferred in any form, used for guarantee or debt repayment. If the conditions for lifting the restrictions on the sale of restricted shares are met, the restrictions on the sale of restricted shares will be lifted in three batches in the next 36 months, and the proportion of lifting the restrictions will be 40%, 30% and 30% respectively.
9. The performance evaluation objectives of the rights and interests granted under the plan are as follows:
Performance evaluation conditions for lifting the sales restriction period
The return on net assets in 2022 shall not be less than 10%, and shall not be lower than the first value of the 75th percentile of the benchmarking enterprise or the average performance level of the same industry; The net profit in 2022 will grow at a compound growth rate of no less than 15% compared with that in 2020, and no less than the 75th percentile of the benchmark enterprise or the average performance level of the same industry; The proportion of main business income in 2022 shall not be less than 95%.
The return on net assets in 2023 shall not be less than 10%, and shall not be lower than the second value of the 75th percentile of the benchmark enterprise or the average performance level of the same industry; The net profit in 2023 will grow at a compound growth rate of not less than 15% compared with that in 2020, and not less than the 75th percentile of the benchmark enterprise or the average performance level of the same industry; The proportion of main business income in 2023 shall not be less than 95%.
The return on net assets in 2024 shall not be less than 10%, and shall not be lower than the third value of the 75th percentile of the benchmark enterprise or the average performance level of the same industry; The net profit in 2024 will grow at a compound rate of no less than 15% compared with that in 2020, and no less than the 75th percentile of the benchmark enterprise or the average performance level of the same industry; The proportion of main business income in 2024 shall not be less than 95%.
Note: 1 Return on net assets refers to the weighted average return on net assets after deducting non recurring profits and losses. Net profit refers to the net profit attributable to shareholders of listed companies after deducting non recurring profits and losses. The impact of share based payment expenses is excluded in the calculation of these two indicators. 2. When calculating the return on net assets, the impact of changes in accounting policies, changes in fair value measurement methods of assets held by the company and changes in fair value of other equity instrument investments on net assets shall be excluded. During the validity period of the equity incentive plan, if the company issues shares for financing and converts convertible bonds into shares, the newly increased net assets will not be included in the assessment and calculation scope of the current year and the next year. 3. The average performance level of the same industry under the net profit compound growth rate index is the compound growth rate of the total net profit of all listed companies in the industry (excluding New Listed Companies in each assessment year).
10. The company promises not to provide loans, loan guarantees and other forms of financial assistance to the incentive objects. The company promises that the major shareholders or actual controllers holding more than 5% shares and their spouses, parents and children do not participate in the plan.
The plan can only be implemented after being deliberated and approved by the shareholders’ meeting. When voting on the plan at the general meeting of shareholders of the company, online voting shall be provided at the same time as on-site voting. Independent directors will solicit proxy voting rights from all shareholders for the plan. 12. Within 60 days from the date when the plan is considered and approved by the general meeting of shareholders and the conditions for granting are met, the company shall convene the board of directors to grant the incentive object in accordance with relevant regulations, and complete the procedures of registration, announcement and so on. If the company fails to complete the above work within 60 days, the implementation of the plan shall be terminated. According to the provisions of the administrative measures, the period during which the rights and interests shall not be granted shall not be calculated within the above 60 days.
13. The implementation of this plan will not result in the company’s equity distribution not meeting the listing conditions.
catalogue
Declare that 1 special tips 1 catalog six
Chapter I interpretation seven
Chapter II purpose of implementing the plan Chapter III Management Organization of the plan Chapter IV determination basis and scope of incentive objects Chapter V number and source of underlying shares involved in the plan Chapter VI schedule of the plan Chapter VII grant price of restricted shares and its determination method Chapter VIII rights and interests of incentive objects are granted and restrictions on sales are lifted Chapter IX adjustment methods and procedures of restricted stocks Chapter X accounting treatment of restricted stocks Chapter 11 procedures for granting rights and interests by the company and lifting restrictions on sales of incentive objects Chapter 12 respective rights and obligations of the company and incentive objects Chapter 13 transaction processing Chapter 14 change and termination of the plan Chapter 15 principle of restricted stock repurchase 29 Chapter 16 other important matters thirty-one
Chapter I interpretation
Unless otherwise specified, the following words and expressions have the following meanings in this article: Hebei Hengshui Laobaigan Liquor Co.Ltd(600559) , company refers to Hebei Hengshui Laobaigan Liquor Co.Ltd(600559)
This plan refers to Hebei Hengshui Laobaigan Liquor Co.Ltd(600559) 2022 restricted stock incentive plan
A listed company grants a certain amount of company stock to the incentive object according to the predetermined conditions. Restricted stock means that the incentive object can sell restricted stock and benefit from it only when the company’s performance objectives and personal performance evaluation results meet the conditions specified in the equity incentive plan
Incentive object refers to the core employees who are qualified to participate in the equity incentive plan
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
The grant price refers to the price of each restricted stock granted by the company to the incentive object
The term of validity refers to the period from the date of completion of the registration of the granting of restricted shares to the date of lifting the restriction on the sale or repurchase of all restricted shares, which shall not exceed 60 months at most
Restricted sale period refers to the period during which restricted shares are prohibited from being transferred, used for guarantee and debt repayment
The period during which restricted shares can be released and listed for circulation
The date on which the restriction on sale is lifted refers to the date on which the restriction on sale of restricted shares is lifted
The conditions for lifting the restrictions on sales refer to the conditions that must be met for the restricted shares obtained by the incentive object to be lifted
CSRC refers to the China Securities Regulatory Commission
Stock exchange refers to Shanghai Stock Exchange
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 guidelines refer to the guidelines for the implementation of equity incentive by listed companies controlled by central enterprises
The articles of association refers to the articles of association of Hebei Hengshui Laobaigan Liquor Co.Ltd(600559)
Yuan means RMB yuan
Chapter II purpose of implementing the 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 core employees, and effectively combine the interests of shareholders, the company and employees, according to the company law of the people’s Republic of China and the securities law of the people’s Republic of China The plan is formulated in accordance with the measures for the administration of equity incentive of listed companies (Order No. 126 of the China Securities Regulatory Commission) of the CSRC, the guidelines for the implementation of equity incentive by listed companies controlled by central enterprises (gzkp [2020] No. 178) and other relevant provisions, and in combination with the current performance appraisal management system of the company.
Chapter III Management Organization of the 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 plan. The general meeting of shareholders may authorize the board of directors to handle some matters related to the plan within its authority.
2、 The board of directors is the executive management organization of the plan and is responsible for the implementation of the plan. The Remuneration Committee under the board of directors is responsible for formulating and revising the 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 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 plan and shall express their opinions on whether the 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 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 proxy voting rights from all shareholders of the plan.
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 plan are determined in accordance with the company law, securities law, guidelines, management measures 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 the plan are directors, senior managers, members of the leading group of subsidiaries, and core employees of the headquarters and subsidiaries when the plan is implemented. The incentive objects of this plan do not include supervisors and independent directors.
3. Assessment basis for determining incentive objects
The performance appraisal results of the employees participating in the plan in the year before the announcement of the plan are competent and above. 2、 Scope of incentive objects
There are no more than 213 incentive objects involved in this plan, including directors, senior managers, members of the leading group of subsidiaries, and core employees of the headquarters and subsidiaries. All incentive objects must have labor relations with the company or its holding subsidiaries or hold positions in the company or its holding subsidiaries. All incentive objects participating in this plan cannot participate in the equity incentive plan of other listed companies at the same time.
3、 Verification of incentive objects
1. After the plan is reviewed and approved by the board of directors, the company will publicize the list of incentive objects internally for a period of no less than 10 days.
2. The company conducts a self-examination on the trading of the company’s shares and their derivatives by insiders within 6 months before the announcement of the draft plan to explain whether there is insider trading. Those who buy and sell the company’s shares after knowing the inside information shall not become incentive objects. Those who disclose insider information and cause insider trading shall not be incentive objects.
3. The board of supervisors shall review the list of incentive objects, fully listen to the publicity opinions, and disclose the explanation of the board of supervisors on the review and publicity of the list of incentive objects 5 days before the shareholders’ meeting deliberates the plan. The list of incentive objects adjusted by the board of directors of the company shall also be verified by the board of supervisors of the company.
Chapter V number and source of underlying stocks involved in the plan
1、 Source of underlying stock
The plan adopts restricted stock as the incentive tool, and the source of the underlying stock is Hebei Hengshui Laobaigan Liquor Co.Ltd(600559) ordinary shares issued by the company.
2、 Number of underlying shares
The number of restricted shares to be granted under the plan shall not exceed 17.74 million shares, accounting for about 1.98% of the total share capital of the company at the time of announcement of the plan. This plan is a one-time grant,
