Hebei Hengshui Laobaigan Liquor Co.Ltd(600559)
Measures for the administration of restricted stock incentive plan in 2022
The management measures are formulated to implement the relevant provisions of the 2022 restricted stock incentive plan (hereinafter referred to as the "incentive plan") of Hebei Hengshui Laobaigan Liquor Co.Ltd(600559) (hereinafter referred to as the "company"), and clarify the management organization of the incentive plan and its responsibilities and authorities, implementation process, special circumstances handling, information disclosure, financial accounting and tax treatment, supervision and management, etc.
1、 Management organization and its responsibilities and authorities
The remuneration and assessment committee of the board of directors of the company is responsible for formulating the draft of the incentive plan. After the draft is reviewed and approved by the board of directors, the board of supervisors verifies the list of incentive objects, obtains no objection from the state-owned assets regulatory authority, and the resolution of the board of shareholders of the company is adopted, the board of directors is specifically responsible for the assessment and implementation of the equity incentive plan of the company, and the personnel department is responsible for the assessment of relevant remuneration and performance under the guidance of the board of directors.
2、 Implementation procedure
(I) procedures for granting restricted shares
1. The remuneration and assessment committee of the board of directors is responsible for formulating the draft incentive plan.
2. The board of directors deliberated and approved the draft incentive plan, and the independent directors and the board of supervisors expressed independent opinions on whether the incentive plan is conducive to the sustainable development of the company and whether there is any situation damaging the interests of the company and all shareholders. The board of supervisors shall check whether the incentive objects comply with the relevant provisions of the measures for the administration of equity incentive of listed companies.
3. The board of directors shall announce the resolution of the board of directors, the summary and full text of the draft incentive plan, the opinions of independent directors, the opinions of the board of supervisors, management measures and performance evaluation measures within 2 trading days after the approval of the incentive plan.
4. The incentive plan shall be submitted to the state-owned assets supervision and administration authority for approval.
5. The company issues the notice of convening the shareholders' meeting and announces relevant documents at the same time.
6. Independent directors solicit entrusted voting rights from all shareholders on the incentive plan.
7. The shareholders' meeting deliberates the draft incentive plan. Before the shareholders' meeting is held, the names and positions of incentive objects shall be publicized in the company through the company's website or other channels for a period of not less than 10 days. The explanation of the board of supervisors on the review and publicity of the incentive list shall be disclosed 5 days before the shareholders' meeting deliberates the incentive plan. The voting methods of the shareholders' meeting include on-site voting, online voting and entrusted independent directors to vote.
8. After the board of shareholders approves the incentive plan, the incentive plan shall be implemented. The board of directors of the company shall handle specific restricted stock grant matters according to the authorization of the shareholders' meeting, and sign the restricted stock grant agreement with the incentive object according to the incentive plan.
9. Before the company grants rights and interests, the board of directors shall review whether the conditions for granting rights and interests set in the incentive plan have been achieved, and the independent directors and the board of supervisors shall express clear opinions. A law firm shall issue legal opinions on whether the conditions for granting rights and interests have been met.
10. The board of directors confirms the grant date. The board of directors shall make an announcement after confirming the achievement of the grant conditions. The announcement date is the grant date. The company shall handle the authorization, registration, locking, announcement and other relevant procedures with the Shanghai Stock Exchange and relevant securities registration and settlement institutions within 60 days after the shareholders' meeting deliberates and approves the incentive plan.
(II) procedures for lifting restrictions on the sale of restricted shares
After meeting the conditions for lifting the restrictions on sales stipulated in the incentive plan and reviewed by the board of directors of the company, the company shall handle the lifting of the restrictions on the sale of restricted shares.
1. The board of directors deliberated on whether the conditions for lifting the restrictions on sales were fulfilled, the independent directors and the board of supervisors issued clear opinions at the same time, and the law firm issued a legal opinion on whether the conditions for lifting the restrictions on sales of the incentive plan were fulfilled. 2. The company applies to the Shanghai stock exchange for lifting the restrictions on sales, and applies to the relevant securities registration and settlement institutions for registration and settlement after being confirmed by the Shanghai Stock Exchange.
3. The company shall go through the change registration formalities with the industrial and commercial registration department in case of the change of the registered capital involved in the lifting of the after-sales restriction of the incentive object.
3、 Special case handling
(I) changes of the company
Under any of the following circumstances, the implementation of the plan shall be terminated, and the restricted shares of the incentive object that have not been lifted shall be repurchased by the company according to the lower value of the grant price and the market price of the shares. The market price of the shares is the average trading price of the company's shares on the trading day before the board of directors deliberates the repurchase proposal.
(1) Failing to employ an accounting firm to conduct audit in accordance with the prescribed procedures and requirements;
(2) The state-owned assets supervision and administration institution, the board of supervisors or the audit department raise major objections to the performance or annual financial report of the listed company;
(3) Major violations are punished by the securities regulatory authority and other relevant departments; (4) The annual financial accounting report or internal control evaluation report is issued with negative opinions or unable to express opinions by certified public accountants;
(5) Failure to distribute profits in accordance with laws and regulations, articles of association and public commitments within the last 36 months after listing;
(6) Equity incentive is not allowed according to laws and regulations;
(7) Other circumstances recognized by the CSRC.
(II) change of incentive object
1. If an incentive object changes his position but still works in the company or a holding subsidiary of the company (including re employment after reaching the legal retirement age), he shall be assessed and the sales restriction shall be lifted in accordance with the provisions before the job change.
2. If the incentive object cancels or terminates the labor relationship with the company due to death, retirement (not reemployment) and job transfer beyond personal control, the original time and conditions for lifting the sales restriction remain unchanged, and the proportion of lifting the sales restriction shall be adjusted according to the time limit of the incentive object in the corresponding performance appraisal year (working month / 12 in the appraisal year). The remaining restricted shares that have not yet met the time limit and performance evaluation conditions for lifting the restriction will not be lifted, and the company will repurchase them according to the sum of the grant price and the interest of the bank's fixed deposit in the same period.
3. If the incentive object resigns and the labor relationship is terminated for personal reasons, the restricted shares of the incentive object that have not been lifted shall be repurchased by the company according to the lower of the grant price or the market price. The market price is the average trading price of the company's shares on the trading day before the board of directors considered the repurchase.
4. When the incentive object becomes an independent director or supervisor who cannot hold the restricted shares of the company, the restricted shares of the incentive object that have not been lifted shall be repurchased by the company according to the sum of the grant price and the interest of the bank's time deposit in the same period.
5. In case of any of the following circumstances, the incentive object shall return its income from equity incentive. The restricted shares that have not been lifted shall be repurchased by the company, and the repurchase price shall be the lower of the market price and the grant price at the time of repurchase. The market price is the average trading price of the company's shares on the trading day before the board of directors considered the repurchase.
Economic responsibility audit and other results show that they fail to perform their duties effectively or seriously neglect or derelict their duties; During his term of office, he has committed illegal and disciplinary acts such as taking bribes, asking for bribes, embezzlement and theft, divulging the business and technical secrets of the listed company, carrying out related party transactions, damaging the interests and reputation of the listed company and having a significant negative impact on the image of the listed company, and has been punished; Failure to perform its duties, or causing serious losses to the listed company's non-performing assets; Violation of national laws and regulations, violation of professional ethics, dereliction of duty or dereliction of duty, which seriously damages the interests or reputation of the company and causes direct or indirect economic losses to the company; Being dismissed due to violation of the company's rules and regulations, violation of the company's employee reward and punishment management and other relevant regulations, or serious violation of discipline; Being investigated for criminal responsibility according to law for criminal acts; Violate relevant laws and regulations or the provisions of the articles of association and cause improper damage to the company.
6. For other unspecified situations, the board of directors shall determine the treatment method with reference to the guidelines.
(III) the performance appraisal is not reached
If the performance appraisal target of any appraisal year is not achieved, the company shall repurchase all restricted shares of the corresponding performance appraisal year according to the lower value of the grant price and market price. The incentive object is qualified to lift the sales restriction only after passing the corresponding annual assessment. The actual amount of individual lifting the sales restriction in the current period = individual performance assessment coefficient × The individual plans to lift the sales restriction limit in the current period. The restricted shares that fail to lift the restrictions on sale shall be repurchased at the lower value of the grant price and the market price of the shares. The market price is the average trading price of the company's shares on the trading day before the board of directors considered the repurchase.
4、 Information disclosure
The company will strictly perform the obligation of information disclosure in accordance with the relevant requirements of the measures for the administration of equity incentive of listed companies issued by the CSRC and the stock listing rules of Shanghai Stock Exchange, including but not limited to timely disclosure of the draft incentive plan, the resolutions of the board of directors, the legal opinion, the opinions of independent directors, the resolutions of the shareholders' meeting, the specific grant of rights and interests, the measures for the administration of equity incentive Performance assessment methods and disclosure of specific implementation and performance assessment in each annual report.
5、 Financial accounting and tax treatment
(I) accounting treatment method of equity incentive plan
1. Grant date
The share capital and capital reserve shall be recognized according to the issuance of shares by the company to the incentive objects.
2. Each balance sheet date before all restricted shares are lifted
According to the accounting standards, on each balance sheet date before the release of all restricted shares, according to the best estimate of the fair value of restricted shares on the grant date and the estimated number of restricted shares that can be released, the services provided by employees will be included in the cost and capital reserve (other capital reserve), and the changes in the fair value of restricted shares after the grant date will not be recognized.
3. Sales restriction lifting date
On the date of lifting the restrictions, if the conditions for lifting the restrictions are met, the restrictions can be lifted. If all or part of the shares fail to meet the assessment conditions for lifting the restrictions on sales, the company shall repurchase them in accordance with the provisions of the incentive plan and deal with them in accordance with the accounting standards and relevant provisions.
(II) impact of incentive plan on the company's operating performance
The company grants 17.74 million restricted shares to the incentive object at a grant price of 10.34 yuan per share. Assuming that the fair market price on the grant date is 20.43 yuan per share on the benchmark date of grant price pricing, the management fee to be recognized by the company is expected to be 1774 yuan × (20.43-10.34) = 1789966 million yuan. The management fee shall be included in the profit and loss from the grant date to the completion date of lifting the restrictions on the sale of all restricted shares, that is, the above 1789966 million yuan will be amortized within the relevant benefit range. The recognized management expenses have no actual cash outflow, but will affect the company's profit and loss performance.
(III) tax treatment
The income obtained by the incentive object due to the incentive plan shall pay individual income tax and other taxes in accordance with the provisions of national tax laws and regulations. The company withholds and remits the individual income tax and other taxes payable by the incentive object in accordance with the provisions of national tax laws and regulations.
6、 Supervision and management
After the board of directors of a listed company deliberates and approves the draft incentive plan, it shall make a timely announcement in accordance with the requirements of the securities regulatory authority and accept the supervision of all social parties. The relevant implementation procedures and information disclosure shall comply with the relevant provisions of the CSRC and the Shanghai Stock Exchange.
7、 Other
If these measures are inconsistent with the mandatory provisions of laws, regulations, rules and normative documents issued or revised from time to time, the provisions of relevant laws, regulations, rules and normative documents shall prevail.
These Measures shall come into force after being deliberated and adopted by the shareholders' meeting of the company.
The revision and interpretation of these Measures shall be the responsibility of the board of directors of the company.
Hebei Hengshui Laobaigan Liquor Co.Ltd(600559) board of directors April 18, 2022
