Securities code: 003006 securities abbreviation: Chongqing Baiya Sanitary Products Co.Ltd(003006) Announcement No.: 2022-004 Chongqing Baiya Sanitary Products Co.Ltd(003006)
About adjusting the stock option and restricted stock incentive plan in 2021
Announcement on the list and number of incentive objects granted for the first time
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Chongqing Baiya Sanitary Products Co.Ltd(003006) (hereinafter referred to as “the company”) deliberated and adopted the proposal on adjusting the list and number of incentive objects granted for the first time in the 2021 stock option and restricted stock incentive plan at the fourth meeting of the third board of directors and the fourth meeting of the third board of supervisors held on January 14, 2022.
In view of the fact that among the incentive objects first granted by the company’s stock option and restricted stock incentive plan in 2021 (hereinafter referred to as “the incentive plan”), 8 incentive objects are no longer qualified as incentive objects due to resignation, and 23 incentive objects voluntarily give up the qualification of being granted rights and interests for the first time due to personal reasons, The list and number of granted objects of the equity incentive plan have changed, and the board of directors of the company will adjust the list and number of granted objects of the incentive plan for the first time according to the authorization of the general meeting of shareholders. The relevant matters are described as follows: I. relevant approval procedures have been performed for this incentive plan
1. On November 30, 2021, The company held the third meeting of the third board of directors and deliberated and adopted the proposal on the company’s stock option and restricted stock incentive plan in 2021 (Draft) and its summary, and the proposal on the company’s assessment management method for the implementation of stock option and restricted stock incentive plan in 2021 Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the 2021 stock option and restricted stock incentive plan. The independent directors of the company expressed independent opinions on whether the equity 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. At the third meeting of the third board of supervisors held on the same day, the company deliberated and approved the proposal on the company’s stock option and restricted stock incentive plan in 2021 (Draft) and its summary, and the proposal on the company’s measures for the administration of the implementation of stock option and restricted stock incentive plan in 2021, and verified the list of incentive objects of the equity incentive plan. The law firm issued a legal opinion.
2. From December 1, 2021 to December 10, 2021, the company publicized the names and positions of the incentive objects granted for the first time within the company. As of the expiration of the publicity period, the board of supervisors of the company has not received any objection from employees to the incentive objects granted for the first time in this incentive plan. On December 11, 2021, the company disclosed the verification opinions and publicity statement of the board of supervisors on the list of incentive objects first granted by the company’s stock option and restricted stock incentive plan in 2021.
3. On December 17, 2021, the company held the second extraordinary general meeting of shareholders in 2021, The meeting deliberated and adopted the proposal on the company’s stock option and restricted stock incentive plan in 2021 (Draft) and its summary, the proposal on the measures for the implementation and assessment of the company’s stock option and restricted stock incentive plan in 2021, and the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to the stock option and restricted stock incentive plan in 2021. The company checked the insider and the incentive object granted for the first time in the incentive plan on the purchase and sale of the company’s shares during the self inspection period, and disclosed the self inspection report on the insider of the company’s stock option and restricted stock incentive plan in 2021 and the purchase and sale of the company’s shares by the incentive object granted for the first time.
4. On January 14, 2022, The company held the fourth meeting of the third board of directors and the fourth meeting of the third board of supervisors, and respectively deliberated and adopted the proposal on adjusting the list and number of incentive objects granted for the first time under the 2021 stock option and restricted stock incentive plan, and Proposal on granting stock options and restricted stocks to the incentive objects of the stock option and restricted stock incentive plan in 2021 for the first time. The board of supervisors again verified the list of incentive objects on the adjusted first grant date and expressed its consent. The independent directors of the company expressed their independent opinions. The law firm issued a legal opinion.
2、 Adjustment of the list and number of objects granted for the first time
In view of the fact that 8 of the incentive objects granted for the first time in the incentive plan are no longer qualified as incentive objects due to resignation, and 23 incentive objects voluntarily give up the qualification of being granted rights and interests for the first time in the incentive plan for personal reasons, The board of directors of the company adjusted the list and number of incentive objects granted for the first time in the incentive plan in accordance with the provisions of the Chongqing Baiya Sanitary Products Co.Ltd(003006) 2021 stock option and restricted stock incentive plan (Draft) (hereinafter referred to as “incentive plan (Draft)”) and the authorization of the second extraordinary general meeting of shareholders of the company to the board of directors in 2021. The number of incentive objects granted for the first time in the incentive plan was adjusted from 568 to 537, of which the number of incentive objects granted for the first time of stock options was adjusted from 476 to 454, and the number of incentive objects granted for the first time of restricted shares was adjusted from 92 to 83. The total number of stock options to be granted in this incentive plan is adjusted from 1689800 to 1631200, of which the number of stock options granted for the first time is adjusted from 13518000 to 1293200, and the number of stock options reserved remains unchanged; The total number of restricted shares to be granted in this incentive plan is adjusted from 3265600 shares to 3205600 shares, of which the number of restricted shares granted for the first time is adjusted from 2612500 shares to 2552500 shares, and the number of reserved restricted shares remains unchanged.
After adjustment, the distribution of granted stock options among incentive objects:
Name: the proportion of stock options granted by position to the total amount of stock options granted during the stock grant period to the total amount of current share capital (10000 shares)
The board of Directors considers it necessary to motivate the company
Other personnel (454 persons) whose business performance and future development have a direct impact on 129.32%, 79.28% and 0.30%
Reserved part 33.80 20.72% 0.08%
Total 163.12 100% 0.38%
After adjustment, the distribution of restricted shares granted among incentive objects:
Name and position proportion of restricted shares granted to restricted shares granted to the total number of votes (10000 shares) in the current share capital
Middle management, core and key personnel 255.25 79.63% 0.60% (83 persons)
Reserved part 65.31 20.37% 0.15%
Total 320.56 100% 0.75%
There is no new incentive object in the above adjustment.
In addition to the above adjustments, the content of the incentive plan implemented this time is consistent with the relevant content of equity incentive considered and approved by the second extraordinary general meeting of shareholders of the company in 2021.
3、 Impact of this adjustment on the company
The adjustment of the list and number of incentive objects granted for the first time complies with the administrative measures for equity incentive of listed companies (hereinafter referred to as the “administrative measures”) and other laws and regulations, normative documents and relevant provisions of the incentive plan (Draft), and will not have a substantive impact on the company’s financial status and operating results, There is no situation that damages the interests of the company and its shareholders.
4、 Independent opinions of independent directors
After verification, the independent directors believe that:
1. The list and number of incentive objects granted for the first time in the incentive plan are adjusted based on the actual situation of the company, and the adjustment items comply with the management measures and other laws and regulations, normative documents and relevant provisions of the incentive plan (Draft). The adjusted incentive objects are not prohibited from being granted incentive rights and interests, meet the scope of incentive objects specified in the incentive plan (Draft), and the subject qualification of incentive objects is legal and effective. 2. This adjustment is within the scope of authorization given to the board of directors by the company’s second extraordinary general meeting in 2021. Relevant approval procedures have been performed, and the adjustment procedures are legal and compliant.
3. This adjustment does not damage the legitimate interests of the company and all shareholders.
In conclusion, the independent directors unanimously agree that the board of directors of the company will adjust the list and number of incentive objects granted for the first time under the stock option and restricted stock incentive plan in 2021.
5、 Opinions of the board of supervisors
After review, the board of supervisors believes that the adjustment of the list and number of incentive objects granted for the first time in the incentive plan complies with the relevant laws and regulations, normative documents such as the management measures and the relevant provisions of the incentive plan (Draft), which is conducive to the sustainable development of the company and does not damage the interests of the company and shareholders, It will not have a material impact on the company’s financial position and operating results. The adjusted incentive objects have the qualifications specified in the company law and other relevant laws and regulations, normative documents and the articles of association, meet the conditions of incentive objects specified in the management measures and other relevant laws and regulations, normative documents and the incentive plan (Draft), and their subject qualification as incentive objects of the incentive plan is legal and effective, Agree to adjust the list and number of incentive objects granted for the first time in this incentive plan.
6、 Legal opinion and concluding observations
Beijing Tongshang (Shenzhen) law firm believes that “as of the date of issuance of this legal opinion, the company has fulfilled the internal approval procedures for this adjustment in accordance with the articles of association, management measures, incentive plan and other relevant provisions; the reasons and contents of this adjustment comply with the relevant provisions of the management measures and incentive plan”; There is no obvious damage to the legitimate interests of the company and all shareholders in this adjustment.
7、 Documents for future reference
1. Resolutions of the fourth meeting of the third board of directors;
2. Resolutions of the fourth meeting of the third board of supervisors;
3. Independent opinions of independent directors on matters related to the fourth meeting of the third board of directors;
4. Legal opinion of Beijing Tongshang (Shenzhen) law firm on the adjustment and initial grant of stock option and restricted stock incentive plan in Chongqing Baiya Sanitary Products Co.Ltd(003006) 2021.
It is hereby announced.
Chongqing Baiya Sanitary Products Co.Ltd(003006) board of directors January 15, 2022
