Luxi Chemical Group Co.Ltd(000830)
Chapter I general provisions of the measures for the administration of restricted stock incentive plans in 2021 (Revised Version)
Article 1 in order to implement the 2021 restricted stock incentive plan of Luxi Chemical Group Co.Ltd(000830) (hereinafter referred to as “the company”), clarify the management organization of the 2021 restricted stock incentive plan and its responsibilities, implementation process, granting and lifting restriction procedures, handling of special circumstances, information disclosure, financial accounting and tax treatment, supervision and management, etc.
Article 2 These measures are in accordance with the relevant provisions of relevant national laws, regulations and normative documents, It is formulated in combination with the Luxi Chemical Group Co.Ltd(000830) articles of Association (hereinafter referred to as the “articles of association”) and the 2021 restricted stock incentive plan (Revised Draft) (hereinafter referred to as the “incentive plan”) and takes effect after being deliberated and approved by the general meeting of shareholders of the company. Unless otherwise specified, the meanings of terms involved in these measures are the same as those in this incentive plan.
Chapter II management organization and its responsibilities
Article 3 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 incentive plan. The general meeting of shareholders may authorize the board of directors to handle some matters related to the incentive plan within its authority.
Article 4 the board of directors is the executive management organization of the incentive plan and is responsible for the implementation of the incentive plan. The remuneration and assessment committee of the board of directors is responsible for formulating and revising the incentive 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 incentive plan within the scope authorized by the general meeting of shareholders.
Article 5 the board of supervisors is the supervision organization of the incentive plan, which is responsible for reviewing the list of incentive objects, expressing opinions on whether the incentive plan is conducive to the sustainable development of the company and whether there is any obvious damage to the interests of the company and all shareholders, and supervising whether the implementation of the incentive plan complies with relevant laws, regulations, normative documents and the business rules of the stock exchange.
Article 6 independent directors shall express their opinions on whether the incentive 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, and solicit entrusted voting rights from all shareholders on the incentive plan.
Chapter III implementation procedures of incentive plan
Article 7 the remuneration and assessment committee of the board of directors is responsible for organizing the preparation of the draft incentive plan and submitting it to the board of directors for deliberation.
Article 8 the board of directors of the company shall make a resolution on the incentive plan according to law. When the board of directors reviews the incentive plan, the directors who are the incentive object or have an associated relationship with them shall withdraw from voting.
Article 9 the independent directors and the board of supervisors shall express their opinions on whether the incentive 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.
Article 10 the company employs a law firm to issue a legal opinion on the equity incentive plan.
Article 11 before the general meeting of shareholders is held, the company shall publicize the names and positions of incentive objects within the company through the company’s website or other channels, and the publicity period shall not be less than 10 days. The board of supervisors shall review the list of equity incentives and fully listen to the publicity opinions. The company shall disclose the explanation of the board of supervisors on the review and publicity of the incentive list five days before the shareholders’ meeting deliberates the equity incentive plan.
Article 12 the company shall conduct self-examination on the trading of the company’s shares by insiders within 6 months before the announcement of the draft equity incentive plan, and explain whether there is insider trading.
Article 13 this incentive plan has been examined and approved by the state owned assets supervision and Administration Commission of the State Council.
Article 14 the company shall issue the notice of convening the general meeting of shareholders and announce the legal opinion at the same time.
Article 15 before the shareholders’ meeting is held to review the equity incentive plan, the independent directors shall solicit the entrusted voting rights from all shareholders on the relevant proposals of the incentive plan.
Article 16 the general meeting of shareholders of the company shall vote on the incentive plan, which shall be adopted by more than 2 / 3 of the voting rights held by the shareholders attending the meeting. Except for the directors, supervisors, senior managers and shareholders who individually or jointly hold more than 5% of the shares of the listed company, the voting situation of other shareholders shall be counted separately and disclosed.
When the general meeting of shareholders of the company deliberates the equity incentive plan, the shareholders who are the incentive object or have an associated relationship with the incentive object shall avoid voting.
Chapter IV grant of restricted shares
Article 17 within 60 days from the date when the general meeting of shareholders of the company deliberates and approves the incentive plan and the grant conditions are fulfilled, the company shall convene a meeting of the board of directors to deliberate whether the conditions for the granted rights and interests of the incentive object set in the incentive plan are fulfilled and determine the grant date, and the independent directors shall issue a definite opinion. The board of supervisors shall verify the granting date of restricted shares and the list of incentive objects and give opinions. The grant scheme of reserved rights and interests shall be determined, deliberated and approved by the board of directors. The board of directors of the company shall handle specific matters concerning the granting of restricted shares in accordance with the authorization of the general meeting of shareholders.
Article 18 the company employs a lawyer to issue legal opinions on whether the conditions for the incentive object to be granted rights and interests have been met. The independent financial adviser shall give clear opinions at the same time.
Article 19 the company and the incentive object shall sign the restricted stock grant agreement to stipulate the rights and obligations of both parties.
Article 20 the incentive object shall pay the capital for the subscription of restricted shares to the account designated by the company according to the requirements of the company, and shall be verified and confirmed by the certified public accountant. Otherwise, it shall be deemed that the incentive object has abandoned the subscription of the granted restricted shares. Article 21 the company shall prepare a restricted stock plan management register according to the signing of the agreement by the incentive object, recording the name of the incentive object, the number of grants, the date of grant and the number of the restricted stock grant agreement. Article 22 the company applies to the stock exchange for granting restricted shares to the incentive object. After being confirmed by the stock exchange, the company applies to the registration and settlement company for registration and settlement.
Article 23 after the registration of the granting of restricted shares is completed, if the change of registered capital is involved, the company shall go through the registration procedures of the company’s changes with the industrial and commercial registration department.
Chapter V lifting of restrictions on the sale of restricted shares
Article 24 before the date of lifting the sales restriction, the company shall confirm whether the incentive object meets the conditions for lifting the sales restriction. The board of directors shall review whether the conditions for lifting the restrictions on sales set in the incentive plan have been achieved, and the independent directors and the board of supervisors shall express clear opinions at the same time. The law firm shall issue legal opinions on whether the conditions for the incentive object to lift the sales restriction have been met.
Article 25 for incentive objects that meet the conditions for lifting the restrictions on sales, the company will submit a unified application for lifting the restrictions on sales to the stock exchange, and apply to the registration and settlement company for registration and settlement after being confirmed by the stock exchange.
Article 26 for incentive objects that fail to meet the conditions for lifting the restrictions on sales, the company shall repurchase the restricted shares corresponding to the lifting of the restrictions, and timely disclose the announcement of relevant implementation.
Article 27 the incentive object may transfer the restricted shares whose sales restrictions have been lifted, but the transfer of shares held by the company’s directors and senior managers shall comply with the provisions of relevant laws, regulations and normative documents. Chapter VI handling of special circumstances
Article 28 in case of any of the following circumstances, the incentive plan shall be terminated:
1、 The implementation of this incentive plan will be terminated if the financial and accounting report of the latest fiscal year is given a negative opinion or an audit report that cannot express an opinion by the certified public accountant;
2、 The implementation of the incentive plan will be terminated if the internal control of the financial report of the latest fiscal year is given a negative opinion or unable to express an opinion by the certified public accountant;
3、 In case of failure to distribute profits in accordance with laws and regulations, articles of association and public commitments within the last 36 months after listing, the implementation of the incentive plan shall be terminated;
4、 Circumstances where equity incentive is prohibited by laws and regulations;
5、 Other circumstances that the CSRC deems necessary to terminate the restricted stock plan.
When the company terminates the incentive plan in the above circumstances, the restricted shares granted to the incentive object but not lifted shall be repurchased by the company according to the grant price.
Article 29 under any of the following circumstances, the incentive plan will not be changed and will continue to be implemented in accordance with the provisions of the incentive plan:
1、 Change of control of the company;
2、 Merger and division of the company.
Article 30 Where a listed company fails to meet the grant conditions or lift the restricted sales arrangement due to false records, misleading statements or major omissions in the information disclosure documents, the restricted shares that have not been lifted shall be repurchased and cancelled by the company according to the grant price. For the restricted shares that have been lifted, all incentive objects shall return the granted rights and interests. If the incentive object who is not responsible for the above matters suffers losses due to the return of the obtained restricted stock rights and interests, it can recover from the listed company or the responsible object in accordance with the relevant arrangements of the equity incentive plan. The board of directors shall recover the income of the incentive object in accordance with the provisions or relevant arrangements of the equity incentive plan. Article 31 handling of changes in personal conditions of incentive objects
1、 For the job change of the incentive object due to the work needs of the company through the arrangement of the company, but still working in the company (including working in the company’s subordinate branches, holding subsidiaries and dispatched by the company), the restricted shares granted to them shall be carried out in full accordance with the procedures specified in the plan before the job change, and the personal performance appraisal shall be carried out in accordance with the performance appraisal scheme of the new position;
2、 In case of any of the following circumstances, all the restricted shares of the incentive object that have not been lifted shall be repurchased by the company, and the repurchase price shall be the lower of the grant price and the market price of the company’s shares at the time of repurchase (the average trading price of the company’s underlying shares one trading day before the announcement of the resolution of the board of directors to consider the repurchase):
1. When the incentive object voluntarily resigns within the term of the labor contract;
2. When the labor contract of the incentive object is not renewed upon expiration;
3. When the incentive object is dismissed due to incompetence, unqualified performance assessment and other reasons.
3、 In case of any of the following circumstances, all the restricted shares of the incentive object that have not been lifted shall be repurchased by the company, and the repurchase price shall be the lower of the grant price and the market price of the company’s shares at the time of repurchase (the average transaction price of the company’s underlying shares on the trading day before the announcement of the resolution of the board of directors to consider the repurchase), and the board of directors shall have the right to recover all or part of the proceeds obtained from the lifting of the restriction according to the seriousness of the circumstances:
1. The incentive object violates professional ethics, dereliction of duty or dereliction of duty, which seriously damages the interests or reputation of the company;
2. The incentive object violates the relevant provisions of the company’s employee reward and punishment management and is dismissed for serious violation of discipline;
3. The incentive object has illegal and disciplinary behaviors such as accepting bribes, asking for bribes, embezzlement, theft, divulging business and technical secrets;
4. The incentive object is investigated for criminal responsibility according to law for criminal acts;
5. The incentive object violates the provisions of relevant laws and regulations, the articles of association and the company’s rules and regulations, causing improper damage to the company;
6. The company is not allowed to implement the equity incentive plan, and the incentive object is personally responsible for it;
7. The incentive object shall not be granted restricted shares.
4、 Within six months from the date of any of the following circumstances, the restricted shares that have met the conditions for lifting the restrictions in the current year can be lifted; Restricted shares that have not yet met the conditions for lifting the restrictions on sale shall be repurchased by the company, and the repurchase price shall be the sum of the grant price plus the interest of the bank’s time deposit in the same period:
1. When the incentive object is transferred out of the company due to organizational arrangement and does not work in the company;
2. When the incentive object retires normally due to reaching the legal retirement age (in case of changes in relevant laws and regulations, the board of directors shall implement the new provisions);
3. When the incentive object dies (its legal successor shall lift the sales restriction according to the regulations);
4. When the incentive object loses the ability to work;
5、 When the incentive object becomes an independent director, supervisor or other person who cannot hold the company’s restricted shares within the validity period of the incentive plan, all the restricted shares that have been granted but have not been lifted shall not be lifted, and shall be repurchased by the company. The repurchase price is the sum of the grant price and the bank’s time deposit interest in the same period.
6、 The remuneration and assessment committee of the board of directors shall determine other unspecified situations and determine their treatment methods. Chapter VII financial accounting and tax treatment
Article 32 in accordance with the provisions of the accounting standards for Business Enterprises No. 11 – share based payment, the company will revise the number of restricted shares that are expected to be released according to the latest changes in the number of restricted shares that can be released, the completion of performance indicators and other follow-up information on each balance sheet date of the restricted shares period, and record the services obtained in the current period into relevant costs or expenses and capital reserve according to the fair value of the restricted shares on the grant date.
1. Grant date
The capital stock and capital reserve shall be recognized according to the company’s directional issuance of restricted shares to incentive objects.
2. Each balance sheet date within the restricted sales period
According to the accounting standards, on each balance sheet date within the sales restriction period, the services provided by employees will be included in the cost, and the owner’s equity or liabilities will be recognized at the same time.
3. Sales restriction lifting date
On the date of lifting the restriction, if the conditions for lifting the restriction are met, the restriction can be lifted; If all or part of the shares are repurchased and cancelled without lifting the restrictions on sale, it shall be handled in accordance with the accounting standards and relevant regulations.
Article 33 the incentive object shall pay individual income tax and other taxes according to the national tax laws and regulations for the income obtained from the incentive plan. 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.
Chapter VIII supplementary provisions
Article 34 The board of directors shall be responsible for the formulation, interpretation and revision of these measures.
Article 35 these measures have been deliberated and approved by the general meeting of shareholders of the company and will be implemented after the incentive plan comes into force Luxi Chemical Group Co.Ltd(000830)
