Securities code: 603112 securities abbreviation: Shanxi Huaxiang Group Co.Ltd(603112) Announcement No.: 2022-006 convertible bond Code: 113637 convertible bond abbreviation: Huaxiang convertible bond
Shanxi Huaxiang Group Co.Ltd(603112)
Announcement on granting reserved restricted shares to the incentive objects of the restricted stock incentive plan in 2021
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Important content tips:
Reserved grant date of restricted shares: January 20, 2022
Reserved grant quantity of restricted shares: 1122300 shares
Reserved grant price of restricted shares: 6.76 yuan / share
Shanxi Huaxiang Group Co.Ltd(603112) (hereinafter referred to as “the company”) held the 18th meeting of the second board of directors and the 13th meeting of the second board of supervisors on January 20, 2022, deliberated and adopted the proposal on granting reserved restricted shares to the incentive objects of the 2021 restricted stock incentive plan. The relevant matters are described as follows:
1、 Restricted stock grants
(I) implemented decision-making procedures and information disclosure
1. On February 3, 2021, the company held the third meeting of the second board of directors, The proposal on formulating Shanxi Huaxiang Group Co.Ltd(603112) 2021 restricted stock incentive plan (Draft) and summary, the proposal on formulating Shanxi Huaxiang Group Co.Ltd(603112) 2021 restricted stock incentive plan implementation assessment management measures, and the proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive were reviewed and approved. The independent directors of the company expressed their independent opinions on the relevant proposals of the incentive plan. As the collector, Mr. Sun Shuiquan, an independent director, collected voting rights from all shareholders of the company on the proposals related to the incentive plan considered at the second extraordinary general meeting of the company in 2021.
On the same day, the company held the third meeting of the second board of supervisors, The proposal on formulating Shanxi Huaxiang Group Co.Ltd(603112) 2021 restricted stock incentive plan (Draft) and summary, the proposal on formulating Shanxi Huaxiang Group Co.Ltd(603112) 2021 restricted stock incentive plan implementation assessment management measures, and the proposal on verifying the list of some incentive objects first granted by the company’s 2021 restricted stock incentive plan were reviewed and approved.
2. From February 4, 2021 to February 18, 2021, the company publicized the names and positions of the incentive objects to be granted for the first time in the incentive plan within the company. During the publicity period, one of the incentive objects resigned for personal reasons and no longer participated in the incentive plan. Except that the employee no longer participates in the incentive plan, the board of supervisors of the company has not received any objection related to the incentive objects of the incentive plan. On February 19, 2021, the company posted on the website of Shanghai Stock Exchange (www.sse. Com. CN.) Disclosed the verification opinions and publicity instructions of the Shanxi Huaxiang Group Co.Ltd(603112) board of supervisors on the list of some incentive objects first granted by the company’s restricted stock incentive plan (Draft) in 2021.
3. On February 24, 2021, the company held the second extraordinary general meeting of shareholders in 2021, The proposal on formulating and summary, the proposal on formulating < Shanxi Huaxiang Group Co.Ltd(603112) 2021 restricted stock incentive plan implementation assessment management measures ", and the proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive were reviewed and approved. At the same time, the company conducted a self-examination on the trading of the company's shares by insiders within 6 months before the public disclosure of the draft incentive plan, and found no case of stock trading by using insider information, On February 25, 2021, the company disclosed the self inspection report on the trading of shares of the company by insiders of the restricted stock incentive plan in 2021 (Announcement No.: 2021-008).
4. On March 4, 2021, the company held the fourth meeting of the second board of directors and the fourth meeting of the second board of supervisors, which respectively deliberated and adopted the proposal on adjusting matters related to the 2021 restricted stock incentive plan and the proposal on granting restricted shares to incentive objects for the first time. The board of directors of the company considers that the conditions for the grant of Restricted Shares specified in the incentive plan have been met, and agrees to grant 11090500 restricted shares to 251 incentive objects with the grant price of RMB 5.51/share on March 4, 2021 as the first grant date. The board of supervisors of the company verified the adjusted list of incentive objects again and expressed explicit consent. The independent directors of the company expressed their independent opinions.
5. On March 24, 2021, the company disclosed the announcement on the results of the first grant of restricted shares to incentive objects, and the company granted a total of 11.0905 million restricted shares to 251 incentive objects.
6. On January 20, 2022, the company held the 18th meeting of the second board of directors and the 13th meeting of the second board of supervisors, deliberated and adopted the proposal on granting reserved restricted shares to the incentive objects of the 2021 restricted stock incentive plan. The independent directors of the company expressed independent opinions on relevant proposals. The board of supervisors verified the matters involved in the incentive plan and issued verification opinions.
(II) description of reserved restricted stock price
The grant price of reserved restricted shares shall not be lower than the par value of the shares, and shall not be lower than the higher of the following prices:
1. 50% of the average trading price of the company’s shares one trading day before the announcement of the decision of the board of directors to grant some restricted shares is 6.76 yuan / share;
2. 50% of the average trading price of the company’s shares 20 trading days, 60 trading days or 120 trading days before the announcement of the decision of the board of directors to grant some restricted shares is 6.66 yuan / share, 6.46 yuan / share and 6.27 yuan / share.
(III) statement of the board of directors on meeting the grant conditions
According to the provisions of the incentive plan, the company grants restricted shares to the incentive object only when the following conditions are met at the same time; On the contrary, if any of the following grant conditions are not met, restricted shares cannot be granted to the incentive object:
1. The company is not under any of the following circumstances:
(1) An audit report with a negative opinion or unable to express an opinion on the financial and accounting report of the most recent fiscal year issued by a certified public accountant;
(2) The internal control of the financial report of the most recent fiscal year is an audit report with a negative opinion or unable to express an opinion issued by a certified public accountant;
(3) Failure to distribute profits in accordance with laws and regulations, the articles of association and public commitments within the last 36 months after listing;
(4) Equity incentive is not allowed according to laws and regulations;
(5) Other circumstances recognized by the CSRC.
2. The incentive object does not have any of the following situations:
(1) Being identified as an inappropriate candidate by the stock exchange within the last 12 months;
(2) It has been identified as an inappropriate candidate by the CSRC and its dispatched offices within the last 12 months;
(3) Being administratively punished by the CSRC and its dispatched offices or taking market entry prohibition measures for major violations of laws and regulations within the last 12 months;
(4) Those who are not allowed to serve as directors or senior managers of the company as stipulated in the company law;
(5) Those who are not allowed to participate in equity incentive of listed companies according to laws and regulations;
(6) Other circumstances recognized by the CSRC.
After careful verification, the board of directors of the company has determined that neither the company nor some of the reserved incentive objects have any of the above circumstances, and there are no other circumstances that cannot be granted or become incentive objects. The reserved granting provisions of the incentive plan have been achieved.
(IV) specific conditions of reserved grant of restricted shares
1. Grant date: the grant date is January 20, 2022.
2. Number of shares granted: 1122300 shares.
3. Number of persons granted: 17 incentive objects.
4. Grant price: the grant price of restricted shares is 6.76 yuan / share.
5. Stock source: the company issues company shares to incentive objects.
6. The validity period, sales restriction period and release arrangement of the incentive plan:
(1) Validity period of incentive plan
The validity period of this incentive plan is from the date of granting restricted shares to the date when all restricted shares granted to the incentive object are lifted or repurchased and cancelled, and the longest period shall not exceed 54 months.
(2) Sales restriction period of incentive plan and arrangement for lifting sales restriction
All restricted shares granted to incentive objects shall be subject to different restricted sales periods, which shall be calculated from the completion date of grant. The interval between the grant date and the first release date of the restriction shall not be less than 12 months.
The restricted shares granted to the incentive object under the incentive plan shall not be transferred, used to guarantee or repay debts during the restricted sale period. The restricted shares granted to the incentive object will enjoy the rights due to their shares after being registered by the registration and Clearing Company, including but not limited to the dividend right, allotment right, voting right, etc. During the restricted sale period, the capital reserve obtained by the incentive object due to the granted restricted shares shall be converted into share capital, distributed stock dividends, allotted shares, and the shares allotted to the original shareholders during the additional issuance shall be restricted at the same time, and shall not be sold in the secondary market or transferred in other ways. The deadline of the restricted sale period of these shares is the same as that of the restricted shares.
When the company carries out cash dividends, the cash dividends that the incentive object should obtain from the restricted shares granted to it shall be enjoyed by the incentive object after withholding and paying personal income tax. In principle, the company shall collect them on behalf of the incentive object, and return them to the incentive object when the restricted shares are lifted; If the restricted shares cannot be lifted, the corresponding cash dividends shall be recovered by the company and subject to corresponding accounting treatment.
The schedule for the release of restricted shares reserved in the incentive plan is shown in the table below:
Release period release time release proportion
The restricted notes reserved for grant shall be the first 40% after 12 months from the date of completion of the registration of the grant of restricted shares
Release period release time release proportion
24 months from the date of the first batch of trading restrictions lifted to the date of completion of the registration of the grant of restricted shares
Ending on the last trading day within
The restricted ticket reserved for grant shall be issued on the first day after 24 months from the date of completion of the registration of the grant of restricted shares
30% within 36 months from the trading date of lifting the restrictions on the sale of the second batch to the date of completion of the registration of the grant of restricted shares
Ending on the last trading day of the
The restricted notes reserved for grant shall be issued on the first day after 36 months from the date of completion of the registration of the grant of restricted shares
30% within 48 months from the date of the third batch of trading restrictions lifted to the date of completion of the registration of the grant of restricted shares
Ending on the last trading day of the
The restricted shares granted to the incentive object under the incentive plan shall not be transferred, used for guarantee or debt repayment before the restriction is lifted. If the conditions for lifting the restrictions on sales in the current period are not fulfilled, the restricted shares shall not be lifted or deferred to the next period. After the expiration of the restriction, the company shall handle the lifting of the restriction for the incentive objects who meet the conditions for lifting the restriction, and the restricted shares held by the incentive objects who do not meet the conditions for lifting the restriction shall be repurchased and cancelled by the company. (3) Performance assessment requirements at the company level
In the incentive plan, the performance indicators of the company will be assessed annually in the fiscal year from 2021 to 2023, so as to meet the performance assessment objectives as one of the conditions for the release of sales restrictions of the incentive object in the current year.
The performance evaluation objectives of the incentive plan are shown in the table below:
Performance assessment objectives during the lifting of sales restrictions
The first dissolution of the company shall meet one of the following two conditions:
Sales restriction period (1) the operating income in 2021 shall not be less than 2200 million yuan;
(2) The net profit in 2021 shall not be less than 180 million yuan.
The second cancellation of reserved grant shall meet one of the following two conditions:
Restricted stock sales period (1) the operating income in 2022 shall not be less than 300 million yuan;
(2) The net profit in 2022 shall not be less than 22 million yuan.
The third dissolution of the company shall meet one of the following two conditions:
Sales restriction period (1) the operating income in 2023 shall not be less than 400 million yuan;
(2) The net profit in 2023 shall not be less than 270 million yuan.
Note: the above “net profit” refers to the audited net profit attributable to the shareholders of the listed company after deducting non recurring profits and losses, but excluding the impact of share based payment expenses of this and other incentive plans as the calculation basis. The above “operating revenue” refers to the audited operating revenue of the listed company.
During the period of lifting the sales restriction, the company shall handle the lifting of the sales restriction for the incentive objects who meet the conditions for lifting the sales restriction. If the company’s current performance level fails to meet the performance assessment target conditions during each release period, all restricted shares of incentive objects that can be released in the corresponding assessment year shall not be released, and the company shall repurchase and cancel them at the grant price plus the deposit interest of the people’s Bank of China in the same period.
(4) Performance appraisal requirements at the individual level of incentive objects
Company basis
