Securities abbreviation: Luxi Chemical Group Co.Ltd(000830) securities code: Luxi Chemical Group Co.Ltd(000830) Luxi Chemical Group Co.Ltd(000830)
Restricted stock incentive plan for 2021
(Revised Draft) summary
Luxi Chemical Group Co.Ltd(000830)
April 2022
Statement
The company and all directors and supervisors guarantee that there are no false records, misleading statements or major omissions in the incentive plan and its summary, and bear individual and joint legal liabilities for its authenticity, accuracy and completeness. hot tip
1、 The incentive plan is 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 (hereinafter referred to as the “administrative measures”) and the Trial Measures for the implementation of equity incentive by state-controlled listed companies (domestic) (Guo Zi FA FA FA FA FA FA Fa [2006] No. 175) (hereinafter referred to as the “Trial Measures”) Notice on issues related to regulating the implementation of equity incentive system by state-owned holding listed companies (gzfff [2008] No. 171) (hereinafter referred to as “document 171”), notice on matters related to further improving the equity incentive work of listed companies controlled by central enterprises (gzfkfg [2019] No. 102) (hereinafter referred to as “document 102”) The guidelines for the implementation of equity incentive by listed companies controlled by central enterprises (gzkp [2020] No. 178) (hereinafter referred to as “document 178”) and other relevant laws, regulations, rules and normative documents, as well as the Luxi Chemical Group Co.Ltd(000830) articles of association.
2、 The incentive tool adopted in this incentive plan is restricted stock. The stock source is the company’s directional issuance of Luxi Chemical Group Co.Ltd(000830) (hereinafter referred to as “the company” or “the company”) A shares of common stock to the incentive object. 3、 The incentive plan intends to grant a total of no more than 19.04 million restricted shares to the incentive objects, accounting for about 1.00% of the total share capital of the company at the time of announcement of the draft incentive plan. Among them, 16098000 shares were granted for the first time, accounting for about 84.55% of the total granted under the plan and about 0.85% of the total share capital of the company at the time of announcement of the draft incentive plan; 2.942 million shares are reserved, accounting for about 15.45% of the total granted under the plan and about 0.15% of the total share capital of the company at the time of announcement of the draft incentive plan. The total number of underlying shares involved in all equity incentive plans of the company within the validity period does not exceed 10% of the total share capital of the company. The cumulative number of restricted shares granted by any incentive object in the incentive plan through all equity incentive plans within the validity period shall not exceed 1% of the total share capital of the company.
4、 During the period from the date of announcement of the incentive plan to the completion of the restricted stock registration of the incentive object, if the company has matters such as 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 according to the incentive plan.
5、 The number of incentive objects to be granted in the incentive plan for the first time is about 276, accounting for about 30% of the total employees of the company
2.21% of 12511 persons (as of December 31, 2020), including the directors, senior managers, middle managers and core backbone personnel of the company (including branches and holding subsidiaries) when the company announced the incentive plan, excluding independent directors, supervisors and shareholders or actual controllers holding more than 5% of the shares of the company alone or in total and their spouses, parents and children, And there are no following circumstances that may not be the incentive object as stipulated in Article 8 of the management measures:
(I) being identified as an inappropriate candidate by the stock exchange within the last 12 months;
(II) being identified as an inappropriate candidate by the CSRC and its dispatched offices within the last 12 months;
(III) 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;
(IV) those who are not allowed to serve as directors or senior managers of the company as stipulated in the company law; (V) not participating in the equity incentive of Listed Companies in accordance with laws, regulations and relevant provisions;
(VI) other circumstances recognized by the CSRC.
6、 The incentive objects do not have the following circumstances under which equity incentive shall not be implemented as stipulated in Article 35 of the trial measures:
(I) violating the relevant laws and regulations of the state and the articles of association of the listed company;
(II) 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.
7、 The validity period of this incentive plan shall be no more than 72 months from the date of completion of the registration of the restricted shares granted to the incentive object to the date of completion of the lifting of the restriction on the sale or repurchase of all the restricted shares granted to the incentive object.
8、 The company does not have the following circumstances under which equity incentive shall not be implemented as stipulated in Article 7 of the management measures: (I) the financial and accounting report of the most recent fiscal year has been issued with a negative opinion or an audit report that cannot express an opinion by the certified public accountant;
(II) the internal control of the financial report of the most recent fiscal year has been given a negative opinion or unable to express an opinion by the certified public accountant;
(III) failure to distribute profits in accordance with laws and regulations, the articles of association and public commitments within the last 36 months after listing;
(IV) equity incentive is prohibited by laws and regulations;
(V) other circumstances recognized by the CSRC.
9、 The company meets the conditions specified in Article 5 of the trial measures:
(I) 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;
(II) the remuneration and appraisal committee is composed of external directors, with sound remuneration and appraisal committee system, perfect rules of procedure and standardized operation;
(III) 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;
(IV) clear development strategy, good asset quality and financial condition, and stable business performance; No financial violations and bad records in recent three years;
(V) other conditions stipulated by the securities regulatory authority.
10、 The company promises not to provide loans or any other form of financial assistance for the incentive object to obtain relevant restricted shares in accordance with the incentive plan, including providing guarantee for its loans.
11、 The incentive object promises that if the company does not comply with the arrangement of granting rights and interests or exercising rights and interests due to false records, misleading statements or major omissions in the information disclosure documents, the incentive object will return all the benefits obtained from the equity incentive plan to the company after the relevant information disclosure documents are confirmed to have false records, misleading statements or major omissions.
12、 The incentive plan has been examined and approved by the state owned assets supervision and Administration Commission of the State Council and shall be implemented after the company holds a general meeting of shareholders to review and approve the incentive plan.
13、 Within 60 days from the date when the general meeting of shareholders deliberates and approves the incentive plan and the granting conditions are met, the company will convene the board of directors to grant the incentive object in accordance with relevant regulations, and complete the registration, announcement and other relevant procedures. If the company fails to complete the above work within 60 days, the implementation of the incentive plan shall be terminated, and the non granted restricted shares shall become invalid.
14、 The implementation of this incentive plan will not result in the company’s equity distribution not meeting the requirements of listing conditions.
catalogue
Chapter I interpretation Chapter II purpose and principle of this incentive plan Chapter III Management Organization of this incentive plan Chapter IV determination basis and scope of incentive objects Chapter V source, quantity and distribution of restricted shares Chapter VI timing of this incentive plan Chapter VII grant price of restricted shares and determination method of grant price Chapter VIII grant and release of restricted shares Chapter IX adjustment methods and procedures of this incentive plan Chapter 10 accounting treatment of restricted stocks 27 Chapter XI handling of changes in the company / incentive object Chapter XII principle of restricted stock repurchase 32 Chapter XIII Supplementary Provisions thirty-four
Chapter I interpretation
Unless otherwise specified, the following words have the following meanings in this article: Luxi Chemical Group Co.Ltd(000830) , the company, refers to Luxi Chemical Group Co.Ltd(000830) company and listed company
Equity incentive plan and this incentive plan refer to Luxi Chemical Group Co.Ltd(000830) 2021 restricted stock incentive plan
According to the conditions and prices specified in the incentive plan, the restricted shares granted to the incentive object by the company refer to a certain number of company shares, which are set with a certain period of restricted sale period. The restricted sale and circulation can be lifted only after the conditions for lifting the restricted sale specified in the incentive plan are met
According to the provisions of this incentive plan, the directors, senior managers, middle managers and core backbone personnel of the company that obtains restricted shares (including the company and holding subsidiaries)
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 restricted sale period refers to the period during which the restricted shares granted to the incentive object under the incentive plan are prohibited from being transferred, used for guarantee and debt repayment
The period of lifting the restriction on sales refers to the period during which the restricted shares held by the incentive object can be lifted and listed for circulation after the conditions for lifting the restriction on sales specified in the incentive plan are met
The conditions for lifting the restriction on sale refer to the conditions that must be met for the restricted shares obtained by the incentive object to be lifted according to the incentive plan
The term of validity refers to the period from the date when the registration of the first grant of restricted shares is completed to the date when all restricted shares are lifted or repurchased
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 articles of association refers to the Luxi Chemical Group Co.Ltd(000830) articles of association
The Trial Measures refer to the Trial Measures for the implementation of equity incentive by state-controlled listed companies (domestic)
Circular No. 102 refers to the notice on matters related to further improving the equity incentive work of listed companies controlled by central enterprises
Circular No. 171 refers to the notice on issues related to regulating the implementation of equity incentive system by state-controlled listed companies
Document No. 178 refers to the guidelines for the implementation of equity incentive by listed companies controlled by central enterprises
CSRC refers to the China Securities Regulatory Commission
Stock exchange refers to Shenzhen Stock Exchange
Yuan means RMB yuan
Note: 1 Unless otherwise specified, the financial data and financial indicators quoted in this draft refer to the financial data in the consolidated statement and the financial indicators calculated based on such financial data.
2. In this draft, the difference in mantissa between the sum of partial total and each detailed number is caused by rounding.
Chapter II purpose and principle of the incentive plan
1、 Purpose of this incentive plan
In order to further improve the governance structure of Luxi Chemical Group Co.Ltd(000830) legal person, improve the medium and long-term incentive and restraint mechanism of the company, realize the incentive and restraint of middle and senior managers and key personnel of the enterprise, integrate their interests more closely with the long-term development of the enterprise, share risks and interests, fully mobilize their enthusiasm and creativity, promote the long-term behavior of decision makers and managers, and enhance the driving force of internal growth of the company, Improve the company’s own cohesion and market competitiveness, promote the company’s sustainable and high-quality development, and maximize the value of the company and shareholders. On the premise of fully protecting the interests of shareholders, in accordance with the principle of equal income and contribution, and in accordance with the company law, securities law, management measures, trial measures, document 171, document 102, document 178 and other relevant laws The incentive plan is formulated in accordance with the regulations, normative documents and the articles of association.
Luxi Chemical Group Co.Ltd(000830) the purpose of implementing this incentive plan is to implement the opinions of the CPC Central Committee, the State Council and the state owned assets supervision and Administration Commission of the State Council on deepening the reform of the system and mechanism of state-owned enterprises and constantly
