Securities abbreviation: Guizhou Chanhen Chemical Corporation(002895) securities code: 002895 convertible bond abbreviation: CHUANHENG convertible bond convertible bond Code: 127043 Guizhou Chanhen Chemical Corporation(002895)
Restricted stock incentive plan for 2022
(Draft)
Guizhou Chanhen Chemical Corporation(002895)
January 2002
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 formulated 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, other relevant laws, regulations and normative documents, as well as the Guizhou Chanhen Chemical Corporation(002895) articles of association.
2、 The incentive tool adopted in this incentive plan is restricted stock. The source of stock is Guizhou Chanhen Chemical Corporation(002895) (hereinafter referred to as “the company” or “the company”) to issue A-share common shares of the company to the incentive object.
3、 The number of restricted shares to be granted to the incentive objects in the incentive plan is 8.14 million shares, accounting for about 1.67% of the total share capital of the company at the time of announcement of the draft incentive plan of 488.423 million shares. Among them, 7.14 million shares were granted for the first time, accounting for 1.46% of the total share capital of the company when the draft incentive plan was announced, 1 million shares were reserved, accounting for 0.20% of the total share capital of the company when the draft incentive plan was announced, and the reserved rights and interests accounted for 12.29% of the total granted rights and interests.
The total number of subject shares involved in the equity incentive plan during the whole validity period does not exceed 10% of the total share capital of the company. The number of restricted shares granted to any incentive object in the incentive plan shall not exceed 1% of the total share capital of the company at the time of announcement of the draft incentive plan.
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 total number of incentive objects involved in the incentive plan for the first time is 483, including the company’s directors, senior managers, middle managers and technical (business) backbone who served in the company (including subordinate branches and subsidiaries, the same below) when the company announced the incentive plan.
The incentive objects involved in the reserved rights and interests shall be determined by the board of directors with reference to the criteria for the first grant within 12 months after the plan is considered and approved by the general meeting of shareholders.
6、 The validity period of the incentive plan shall be no more than 48 months from the date of the first grant to the date when all the restricted shares granted to the incentive object are lifted or repurchased and cancelled.
7、 The company does not have the following circumstances under which equity incentive shall not be implemented as stipulated in Article 7 of the measures for the administration of equity incentive of listed companies:
(I) the financial report of the most recent fiscal year has been given a negative opinion or an audit report that cannot express an opinion by a certified public accountant;
(II) the internal control over the financial report of the most recent fiscal year was 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.
8、 The incentive objects participating in the incentive plan do not include the independent directors and supervisors of the company, nor the shareholders or actual controllers who individually or jointly hold more than 5% of the shares of the company and their spouses, parents and children. The incentive object complies with the provisions of Article 8 of the measures for the administration of equity incentive of listed companies, and there are no following circumstances that may not be the incentive object:
(I) being identified as inappropriate 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) those who are not allowed to participate in the equity incentive of listed companies according to laws and regulations;
(VI) other circumstances recognized by the CSRC.
9、 The company promises not to provide loans or any other form of financial assistance for the incentive object to obtain relevant restricted shares according to the incentive plan, including providing guarantee for its loans.
10、 The incentive object promises that if the company does not comply with the arrangement for 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 incentive plan to the company after the relevant information disclosure documents are confirmed to have false records, misleading statements or major omissions.
11、 The incentive plan can be implemented only after being deliberated and approved by the general meeting of shareholders of the company.
12、 Within 60 days from the date when the general meeting of shareholders deliberates and approves the incentive plan, the company will convene the board of directors in accordance with relevant regulations to grant the incentive objects involved in the first grant, 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 will be terminated and the non granted restricted shares will become invalid (according to relevant laws and regulations, the period during which the company shall not grant rights and interests will not be counted within the above 60 days). The reserved rights and interests shall be clearly granted within 12 months after the incentive plan is deliberated and approved by the general meeting of shareholders; If the object is not specified for more than 12 months, the reserved rights and interests shall become invalid.
13、 The implementation of the incentive plan will not lead to 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 validity period, grant date, sales restriction period, release of sales restriction arrangement and lock up period of the 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 restricted stock incentive plan Chapter X accounting treatment of restricted stocks Chapter XI implementation procedures of restricted stock incentive plan Chapter 12 respective rights and obligations of the company and the incentive object Chapter XIII handling of changes between the company and incentive objects Chapter XIV principles for repurchase and cancellation of restricted shares 33 Chapter XV Supplementary Provisions thirty-five
Chapter I interpretation
Unless otherwise specified, the following words shall have the following meanings in this document:
Guizhou Chanhen Chemical Corporation(002895) , the company, the company and the listed company refer to Guizhou Chanhen Chemical Corporation(002895) (including subsidiaries, the same below)
This incentive plan refers to the Guizhou Chanhen Chemical Corporation(002895) 2022 restricted stock incentive plan
The company grants incentives according to the conditions and prices specified in the incentive plan. Restricted shares refer to a certain number of company shares, which are set with a certain period of restricted sales period. After meeting the conditions for lifting the restricted sales specified in the incentive plan, The restricted sales and circulation can be lifted
Incentive objects refer to the directors, senior managers, middle managers and technical (business) backbone of the company who obtain restricted shares in accordance with the provisions of the 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
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 date of lifting the restriction on sales refers to the date when 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 sales refer to the conditions that must be met for the incentive object to release the restriction on the sale of restricted shares according to the incentive plan
Company law means the company law of the people’s Republic of China
Securities Law means the securities law of the people’s Republic of China
The Administrative Measures refer to the administrative measures for equity incentive of listed companies
Articles of association means the Guizhou Chanhen Chemical Corporation(002895) articles of association
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 based on such financial indicators
Financial indicators calculated from business data.
2. In this draft, the difference in the mantissa between the sum of some totals and each breakdown is caused by rounding.
Chapter II purpose and principle of the incentive 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 the company’s directors, senior managers, middle managers and technical (business) backbone, effectively combine the interests of shareholders, the company and the personal interests of the core team, and make all parties pay common attention to the long-term development of the company, On the premise of fully protecting the interests of shareholders, this incentive plan is formulated in accordance with the principle of equal income and contribution, relevant laws, regulations and normative documents such as the company law, the securities law and the management measures, as well as the provisions of the articles of association.
Chapter III Management Organization of the incentive 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 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.
2、 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 under 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.
3、 The board of supervisors and independent directors are the supervisory bodies of the incentive plan and 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. The board of supervisors shall supervise whether the implementation of the incentive plan complies with relevant laws, regulations, normative documents and the business rules of the stock exchange, and shall be responsible for reviewing the list of incentive objects. Independent directors shall express independent opinions on whether the incentive plan is conducive to the sustainable development of the company and whether there is obvious damage to the interests of the company and all shareholders, and solicit entrusted voting rights from all shareholders on the incentive plan.
If the company changes the equity incentive plan before it is deliberated and approved by the general meeting of shareholders, the independent directors and the board of supervisors shall express independent opinions on whether the changed plan is conducive to the sustainable development of the company and whether there is obvious damage to the interests of the company and all shareholders.
Before the company grants rights and interests to the incentive object, the independent directors and the board of supervisors shall express clear opinions on the conditions for the incentive object to be granted rights and interests set in the equity incentive plan. If there is any difference between the rights granted by the company to the incentive object and the arrangement of the incentive plan, the independent directors and the board of supervisors (when the incentive object changes) shall express clear opinions at the same time.
Before the incentive objects exercise their rights and interests, the independent directors and the board of supervisors shall exercise their rights and interests on the incentive objects set in the equity incentive plan
