Securities abbreviation: Huabao Flavours & Fragrances Co.Ltd(300741) securities code: 300741 Huabao Flavours & Fragrances Co.Ltd(300741)
Initial restricted stock incentive plan
(Draft) summary
Huabao Flavours & Fragrances Co.Ltd(300741)
January 2022
statement
The company and all directors and supervisors guarantee that there are no false records, misleading statements or major omissions in the draft incentive plan, and bear individual and joint legal liabilities for its authenticity, accuracy and completeness.
All incentive objects of the company promise that if the company does not comply with the granted rights and interests or the ownership arrangement of rights and interests due to false records, misleading statements or major omissions in the information disclosure documents, the incentive objects shall 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.
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, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, No. 1 self regulatory guide for GEM listed companies of Shenzhen Stock exchange – business handling and other relevant laws and regulations Formulation of normative documents and Huabao Flavours & Fragrances Co.Ltd(300741) articles of association.
2、 The incentive tool adopted in this incentive plan is restricted stock (the second type of restricted stock). The source of stock is Huabao Flavours & Fragrances Co.Ltd(300741) (hereinafter referred to as ” Huabao Flavours & Fragrances Co.Ltd(300741) “, “the company”, “the company” or “listed company”) to issue A-share common stock of the company to the incentive object. After meeting the corresponding attribution conditions, the incentive objects who meet the grant conditions of the incentive plan will obtain the additional A-share common shares issued by the company in batches at the grant price, and these shares will be registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. The restricted shares granted to the incentive object shall not enjoy the rights of shareholders of the company before they are vested, and the restricted shares shall not be transferred, used for guarantee or debt repayment.
3、 The incentive plan intends to grant 22.6 million restricted shares to the incentive objects, accounting for about 3.67% of the company’s total share capital of 615.88 million shares at the time of announcement of the draft incentive plan. Among them, 1995 million shares were granted for the first time, accounting for about 3.24% of the total share capital of the company when the draft incentive plan was announced, and the part granted for the first time accounted for 88.27% of the total equity granted this time; 2.65 million shares are reserved, accounting for about 0.43% of the total share capital of the company at the time of announcement of the draft incentive plan, and the reserved part accounts for 11.73% of the total equity granted this time. The total number of subject shares involved in all equity incentive plans of the company within the validity period does not exceed 20.00% of the total share capital of the company when the incentive plan is submitted to the general meeting of shareholders. The shares of the company granted by any incentive object in the plan through all the equity incentive plans within the validity period shall not exceed 1.00% of the total share capital of the company when the plan is submitted to the general meeting of shareholders for deliberation. 4、 The grant price (including reserved grant) of restricted shares in the plan is 23.75 yuan / share. From the date of announcement of the draft incentive plan to the date when the incentive object is granted restricted shares, and from the date when the incentive object is granted restricted shares to the date of vesting, 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 granting price and quantity of restricted shares will be adjusted accordingly in accordance with the relevant provisions of the incentive plan.
5、 The total number of incentive objects granted for the first time in the incentive plan is 63, accounting for about 6.46% of the total number of 975 employees of the company (as of December 31, 2021). Including the directors, senior managers, core management, technical and business personnel who worked in the company (including holding subsidiaries, the same below) when the company announced the incentive plan, as well as other personnel deemed necessary by the board of directors, excluding independent directors, supervisors, shareholders or actual controllers who individually or jointly hold more than 5% of the shares of the listed company and their spouses, parents and children. The reserved incentive objects of the current incentive plan refer to the incentive objects that have not been determined when the incentive plan is approved by the general meeting of shareholders, but are included in the incentive plan during the duration of the incentive plan, which shall be determined within 12 months after the incentive plan is reviewed and approved by the general meeting of shareholders. The criteria for determining the reserved incentive object shall be determined with reference to the criteria for the first award.
6、 The validity period of the incentive plan shall be no more than 60 months from the date of the first grant of restricted shares to the date when all the restricted shares granted to the incentive object are vested or invalid. The restricted shares granted to the incentive object will be vested in several times according to the agreed proportion, and each equity vesting is subject to meeting the corresponding vesting conditions.
7、 The restricted shares granted for the first time and reserved in the incentive plan shall be vested in three phases after 12 months from the date of the first and reserved grant, and the proportion of each phase shall be 33%, 33% and 34% respectively. The reserved restricted shares shall be consistent with the annual assessment and performance assessment objectives of the restricted shares granted for the first time.
The company level performance assessment objectives of restricted shares granted for the first time and reserved are shown in the table below:
Performance appraisal objectives corresponding to the attribution period
year
For the first time and reserved restricted stocks, the operating revenue of 2022 increased by 15% year-on-year compared with 2021.
First vesting period
For the first time and reserved restricted stocks, the operating revenue of 2023 increased by 25% year-on-year compared with 2021.
Second vesting period
In 2024, compared with 2021, the operating revenue of the first and reserved restricted stocks increased by 35% year-on-year.
Third vesting period
Special risk tip: the performance indicators set in this incentive plan are realizable to a certain extent, but in the future, due to the changes in the macroeconomic environment, the fluctuation of industry prosperity, the intensification of market competition and other reasons, the company may also have the risk that the performance cannot be achieved, which reminds the majority of investors.
8、 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 has been given a negative opinion or unable to express an opinion by a 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 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 does not have the following circumstances that are in line with Article 8 of the measures for the administration of equity incentive of listed companies and article 8.4.2 of the rules for the listing of shares on the gem of Shenzhen Stock Exchange:
(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.
10、 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.
11、 There are no false records, misleading statements or major omissions in the information disclosure documents related to the incentive plan.
12、 The incentive object of the incentive plan promises that if the company does not comply with the arrangement of granted rights and interests or vested rights and interests due to false records, misleading statements or major omissions in the information disclosure documents, the incentive object shall, after the relevant information disclosure documents are confirmed to have false records, misleading statements or major omissions, Return all benefits obtained from this incentive plan to the company.
13、 The incentive plan can be implemented only after being deliberated and approved by the general meeting of shareholders of the company.
14、 Within 60 days from the date when the incentive plan is reviewed and approved by the general meeting of shareholders of the company, the company shall convene the board of directors in accordance with relevant regulations to review whether the conditions for the incentive object to be granted restricted shares set in the incentive plan have been met, and the independent directors and the board of supervisors of the company shall express clear opinions; The law firm shall issue a legal opinion on whether the conditions for the incentive object to be granted restricted shares have been met. The board of directors of the company grants restricted shares to eligible incentive objects and completes 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. According to the measures for the administration of equity incentive of listed companies and other relevant provisions, the period during which rights and interests shall not be granted shall not be counted as 60 days. The company shall clearly reserve and grant incentive objects within 12 months after the incentive plan is reviewed and approved by the general meeting of shareholders; If the incentive object is not specified for more than 12 months, the restricted shares corresponding to the reserved part shall become invalid.
15、 The implementation of this incentive plan will not cause the equity distribution to fail to meet the requirements of listing conditions.
catalogue
Chapter I interpretation Chapter II purpose of implementing incentive plan Chapter III determination basis and scope of incentive objects nine
1、 Determination basis of incentive object nine
2、 Principles for determining incentive objects of reserved restricted stocks nine
3、 Scope of incentive objects granted for the first time ten
4、 Verification of incentive objects granted for the first time ten
5、 Personnel list and distribution of incentive objects 10 Chapter IV specific contents of this incentive plan twelve
1、 Incentive method and stock source of incentive plan twelve
2、 Number of restricted shares to be granted twelve
3、 Validity period, grant date, attribution arrangement and lock up period of the incentive plan twelve
4、 The grant price of restricted shares and the determination method of the grant price fourteen
5、 Conditions for granting and vesting restricted shares fifteen
6、 Adjustment methods and procedures of restricted stock incentive plan seventeen
7、 Accounting treatment of restricted stock incentive plan nineteen
8、 The impact of the incentive plan on the company’s cash flow Chapter V termination and change of the incentive plan and handling methods of personal changes of incentive objects twenty-two
1、 Termination of this incentive plan twenty-two
2、 Changes to this incentive plan twenty-two
3、 How to deal with the changes in the personal situation of the incentive object Chapter VI Settlement Mechanism of relevant disputes or disputes between the company and incentive objects 25 Chapter VII Supplementary Provisions twenty-six
Chapter I interpretation
Huabao Flavours & Fragrances Co.Ltd(300741) . The company refers to Huabao Flavours & Fragrances Co.Ltd(300741)
company
This incentive plan, this plan refers to Huabao Flavours & Fragrances Co.Ltd(300741) restricted shares of the first phase of restricted stock incentive plan, and the second category refers to the shares of the company obtained and registered by the incentive objects who meet the grant conditions of this incentive plan after meeting the corresponding attribution conditions
Directors, senior managers, directors, core management, technical and business personnel of the company (including holding subsidiaries) who obtain restricted shares in accordance with the plan, as well as other personnel deemed necessary by the board of directors
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 determined by the company when granting restricted shares to the incentive object and the incentive object obtains the shares of the company
Attribution refers to the behavior that the listed company registers the shares in the incentive object’s account after the restricted stock incentive object meets the benefit conditions
Vesting conditions refer to the benefit conditions set up by the restricted stock incentive plan, and the incentive object is to obtain the incentive stock
Vesting date refers to the date when the authorized shares are registered after the restricted stock incentive object meets the benefit conditions. The vesting date must be the trading day
The validity period refers to the period from the date of the first grant of restricted shares to the date when all the restricted shares granted to the incentive object are vested or invalid
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
Listing Rules refer to Shenzhen Stock Exchange GEM Listing Rules
The regulatory guide refers to the self regulatory guide for companies listed on the gem of Shenzhen Stock Exchange No. 1 – business handling
Articles of association means the Huabao Flavours & Fragrances Co.Ltd(300741) articles of association
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