Securities code: Luxi Chemical Group Co.Ltd(000830) securities abbreviation: Luxi Chemical Group Co.Ltd(000830) Announcement No.: 2022008 bond Code: 112825 bond abbreviation: 18 Luxi 01
Luxi Chemical Group Co.Ltd(000830)
Restricted stock incentive plan for 2021 (Draft) and summary
Revised description
Luxi Chemical Group Co.Ltd(000830) (hereinafter referred to as “the company” or ” Luxi Chemical Group Co.Ltd(000830) “) the 2021 restricted stock incentive plan (Draft) and its abstract were reviewed and adopted at the 21st Meeting of the 8th board of directors of the company on December 31, 2021 (relevant announcements are published on www.cn. Info. Com. CN on January 1, 2022).
In order to better realize the incentive purpose, according to the review opinions of the state-owned assets supervision and administration department and in combination with the actual situation of the company, the company held the 23rd Meeting of the eighth board of directors on April 17, 2022, deliberated and adopted the proposal on Luxi Chemical Group Co.Ltd(000830) 2021 restricted stock incentive plan (Draft Revision) and its summary. The relevant matters are described as follows:
1、 Expression of incentive object scope
Before revision:
The relevant expression of the scope of incentive objects is “directors, senior managers, middle managers and core backbone personnel of the company (including branches / subsidiaries).”
Revised:
The relevant expression of “branch / subsidiary” is adjusted to “branch and holding subsidiary”. 2、 Conditions for granting restricted shares
In the part of the granting conditions of restricted shares, the personal assessment of incentive objects is added.
Before revision:
“When the following grant conditions are met at the same time, the company shall grant restricted shares to the incentive object. On the contrary, if any of the following grant conditions are not met, restricted shares cannot be granted to the incentive object.
(I) the company is not under any of the following circumstances:
1. The financial accounting report of the most recent fiscal year is an audit report with a negative opinion or unable to express an opinion issued by a certified public accountant;
2. The internal control of the financial report of the most recent fiscal year is an audit report with a negative opinion or unable to express an opinion issued by the certified public accountant;
3. Failure to distribute profits in accordance with laws and regulations, articles of association and public commitments in the last 36 months after listing;
4. Equity incentive is prohibited by laws and regulations;
5. Other circumstances recognized by the CSRC.
(II) the company meets the following conditions:
1. The corporate governance structure is standardized, the shareholders’ meeting, the board of directors and the management are well organized, and their responsibilities are clear. External directors (including independent directors, the same below) account for more than half of the members of the board of directors; 2. The remuneration and assessment committee is composed of external directors, with sound remuneration and assessment committee system, perfect rules of procedure and standardized operation;
3. Sound internal control system and performance appraisal system, standardized basic management system, and established labor employment, salary and welfare system and performance appraisal system in line with the requirements of market economy and modern enterprise system;
4. Clear development strategy, good asset quality and financial condition, and stable business performance; No financial violations and bad records in recent three years;
5. Other conditions stipulated by the securities regulatory authority.
(III) the incentive object does not have any of the following situations:
1. Being identified as an inappropriate candidate by the stock exchange within the last 12 months;
2. Being identified as an inappropriate candidate by the CSRC and its dispatched offices within the last 12 months;
3. 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;
4. The company is not allowed to serve as a director or senior manager of the company as stipulated in the company law;
5. Those who are not allowed to participate in the equity incentive of Listed Companies in accordance with laws, regulations and relevant provisions; 6. Other circumstances recognized by the CSRC.
(IV) if any incentive object fails to meet the provisions of Article 35 of the measures:
1. Violating relevant national laws and regulations and the articles of association of listed companies;
2. During his term of office, he has caused losses to the listed company due to illegal and disciplinary acts such as taking bribes, asking for bribes, embezzlement and theft, divulging the operation 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. ” Revised:
“When the following grant conditions are met at the same time, the company shall grant restricted shares to the incentive object. On the contrary, if any of the following grant conditions are not met, restricted shares cannot be granted to the incentive object.
(I) the company is not under any of the following circumstances:
1. The financial accounting report of the most recent fiscal year is an audit report with a negative opinion or unable to express an opinion issued by a certified public accountant;
2. The internal control of the financial report of the most recent fiscal year is an audit report with a negative opinion or unable to express an opinion issued by the certified public accountant;
3. Failure to distribute profits in accordance with laws and regulations, articles of association and public commitments in the last 36 months after listing;
4. Equity incentive is prohibited by laws and regulations;
5. Other circumstances recognized by the CSRC.
(II) the company meets the following conditions:
1. The corporate governance structure is standardized, the shareholders’ meeting, the board of directors and the management are well organized, and their responsibilities are clear. External directors (including independent directors, the same below) account for more than half of the members of the board of directors; 2. The remuneration and assessment committee is composed of external directors, with sound remuneration and assessment committee system, perfect rules of procedure and standardized operation;
3. Sound internal control system and performance appraisal system, standardized basic management system, and established labor employment, salary and welfare system and performance appraisal system in line with the requirements of market economy and modern enterprise system;
4. Clear development strategy, good asset quality and financial condition, and stable business performance; No financial violations and bad records in recent three years;
5. Other conditions stipulated by the securities regulatory authority.
(III) the incentive object does not have any of the following situations:
1. Being identified as an inappropriate candidate by the stock exchange within the last 12 months;
2. Being identified as an inappropriate candidate by the CSRC and its dispatched offices within the last 12 months;
3. 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;
4. The company is not allowed to serve as a director or senior manager of the company as stipulated in the company law;
5. Those who are not allowed to participate in the equity incentive of Listed Companies in accordance with laws, regulations and relevant provisions; 6. Other circumstances recognized by the CSRC.
(IV) in accordance with the provisions of Article 35 of the trial measures, the incentive object does not have any of the following circumstances:
1. Violating relevant national laws and regulations and the articles of association of listed companies;
2. During his term of office, the listed company has suffered losses due to illegal and disciplinary acts such as taking bribes, asking for bribes, embezzlement and theft, divulging the operation 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.
(V) if the individual assessment of the incentive object meets the standard, that is, it meets the following conditions:
The individual performance appraisal result of the incentive object in the previous year and the previous month is “qualified” or above. “
3、 Period during which restricted shares may not be granted
Due to the update of relevant policies, the relevant statements on the grant date of restricted shares in the draft and summary of this incentive plan will be adjusted.
Before revision:
“The company shall not grant restricted shares 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 the day before the announcement;
2. Within ten 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 process to two trading days after disclosure according to law;
4. Other periods stipulated by the CSRC and Shenzhen Stock Exchange.
The period during which the above-mentioned company shall not grant restricted shares shall not be included in the 60 day period. “
Revised:
“The company shall not grant restricted shares during the following periods:
1. Within 30 days before the announcement of the company’s annual report and semi annual report, if the announcement date of the annual report and semi annual report is delayed due to special reasons, it shall be calculated from 30 days before the original scheduled announcement date to the day before the announcement;
2. Within ten days before the announcement of the company’s quarterly report, 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 process to the date of disclosure according to law; 4. Other periods stipulated by the CSRC and Shenzhen Stock Exchange.
The period during which the above-mentioned company shall not grant restricted shares shall not be included in the 60 day period. “
4、 It is estimated that the impact of the implementation of the first grant of some restricted shares on the operating performance of each period before revision:
The company determines the fair value of restricted shares on the grant date in accordance with relevant valuation instruments, and
Finally confirm the share based payment fees of the incentive plan, which will be included in the
In the process of implementation, it shall be amortized according to the proportion of lifting the sales restriction. Incentive costs incurred by this incentive plan
It will be disbursed in current profits and losses.
According to the requirements of Chinese accounting standards, it is assumed that the grant date is February 2022
The amortization of the cost of granting some restricted shares from 2022 to 2026 is predicted
The impact on the accounting cost of each period is shown in the following table:
Cost of restricted incentive granted for the first time 20222023 20242025 2026 shares (10000 shares) (10000 yuan) (10000 yuan) (10000 yuan) (10000 yuan) (10000 yuan) (10000 yuan) (10000 yuan)
1,671.60 9,645.13 3,182.89 3,472.25 2,013.42 908.25 68.32
Note: the above results do not represent the final accounting cost. Accounting cost and grant
The date of grant, the grant price and the number of grants are also related to the number of interests that actually take effect and expire
The final result of the above impact on the company’s operating results will be issued by the accounting firm
The annual audit report shall prevail.
Revised:
The company determines the fair value of restricted shares on the grant date in accordance with relevant valuation instruments, and
Finally confirm the share based payment fees of the incentive plan, which will be included in the
In the process of implementation, it shall be amortized according to the proportion of lifting the sales restriction. Incentive costs incurred by this incentive plan
It will be disbursed in current profits and losses.
According to the requirements of Chinese accounting standards, it is assumed that the grant date is may 2022
The amortization of the cost of granting some restricted shares from 2022 to 2026 is predicted
The impact on the accounting cost of each period is shown in the following table:
Cost of restricted incentive granted for the first time 20222023 20242025 2026 shares (ten thousand shares) (ten thousand yuan) (ten thousand yuan) (ten thousand yuan) (ten thousand yuan) (ten thousand yuan) (ten thousand yuan) (ten thousand yuan) (ten thousand yuan)
160980 14,021.36 3,365.13 5,047.69 3,505.34 1,705.93 397.27
Note: the above results do not represent the final accounting cost. The accounting cost is not only related to the grant date, grant price and grant quantity, but also related to the actual effective and invalid amount of equity. The final result of the above impact on the company’s operating results will be subject to the annual audit report issued by the accounting firm.
5、 Approval procedure
Since the incentive plan has been reviewed and approved by the state owned assets supervision and Administration Commission of the State Council, the relevant statements of the approval procedures for the draft and abstract of the incentive plan are adjusted.
Before revision:
“This incentive plan shall come into force after being examined and approved by the state owned assets supervision and Administration Commission of the State Council and approved by the general meeting of shareholders of the company.”
Revised:
“This incentive plan has been examined and approved by the state owned assets supervision and Administration Commission of the State Council and will take effect after being deliberated and approved by the general meeting of shareholders of the company.”
It is hereby announced
Luxi Chemical Group Co.Ltd(000830) April 17, 2002
