Securities code: 688131 securities abbreviation: Shanghai Haoyuan Chemexpress Co.Ltd(688131) Announcement No.: 2022-011 Shanghai Haoyuan Chemexpress Co.Ltd(688131)
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 legal liabilities for the authenticity, accuracy and completeness of its contents in accordance with the law.
Important content tips:
Equity incentive method: restricted stock (class II)
Share source: the company issues A-share common stock to the incentive object
Total equity of equity incentive and total number of underlying shares involved:
The number of restricted shares to be granted in the Shanghai Haoyuan Chemexpress Co.Ltd(688131) 2022 restricted stock incentive plan (Draft) (hereinafter referred to as "the incentive plan" or "the plan") shall not exceed 1 million shares, accounting for about 1.35% of the total share capital of the company at the time of announcement of the draft incentive plan of 74.342007 million shares. Among them, 800000 shares were granted for the first time, accounting for about 1.08% 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 80% of the total equity granted this time; 200000 shares are reserved, accounting for about 0.27% of the total share capital of the company when the draft incentive plan is announced, and the reserved part accounts for 20% of the total equity granted this time. 1、 Purpose of equity incentive plan
In order to further improve the company's long-term incentive mechanism, attract and retain excellent talents, fully mobilize the enthusiasm of the company's employees, effectively combine the interests of shareholders, the company and the personal interests of the core team, and enable all parties to pay common attention to the long-term development of the company, on the premise of fully protecting the interests of shareholders, according to the principle of matching income and contribution, In accordance with the company law of the people's Republic of China (hereinafter referred to as the "company law"), the securities law of the people's Republic of China (hereinafter referred to as the "Securities Law"), the measures for the administration of equity incentive of listed companies (hereinafter referred to as the "administrative measures"), the Listing Rules of Shanghai Stock Exchange on the science and Innovation Board (hereinafter referred to as the "Listing Rules") This incentive plan is formulated in accordance with the self regulatory guidelines for listed companies on the Kechuang board No. 4 - disclosure of equity incentive information (hereinafter referred to as the "self regulatory guidelines") and other relevant laws, regulations and normative documents, as well as the provisions of the Shanghai Haoyuan Chemexpress Co.Ltd(688131) articles of Association (hereinafter referred to as the "articles of association").
As of the announcement date of this incentive plan, the company has no other effective equity incentive system arrangements for directors, supervisors, senior managers, core technicians, important business and technical personnel. 2、 Equity incentive method and source of underlying stock
(I) equity incentive method
The incentive tool adopted in the incentive plan is restricted stock (class II restricted stock). 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 stock issued by the company in batches at the grant price, and these shares will be registered in Shanghai Branch of China Securities Depository and Clearing Co., Ltd. The restricted stock granted to the incentive object does not enjoy the rights of shareholders of the company before it is vested, and the restricted stock shall not be transferred, used for guarantee or debt repayment.
(II) source of underlying stock
The source of the underlying stock involved in the incentive plan is the company's directional issuance of A-share common stock to the incentive object. 3、 Number of rights and interests to be granted under the equity incentive plan
The incentive plan intends to grant no more than 1 million restricted shares to the incentive objects, accounting for about 1.35% of the total share capital of the company at the time of announcement of the draft incentive plan of 74.342007 million shares. Among them, 800000 shares were granted for the first time, accounting for about 1.08% 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 80% of the total equity granted this time; 200000 shares are reserved, accounting for about 0.27% of the total share capital of the company when the draft incentive plan is announced, and the reserved part accounts for 20% of the total equity granted this time.
The total number of subject shares involved in the effective incentive plan of the company shall not exceed 20% of the total share capital of the company when the equity incentive plan is submitted to the general meeting of shareholders.
From the announcement date of this incentive plan to the date when the incentive object completes the ownership registration of restricted shares, the company has matters such as the conversion of capital reserve into share capital, the distribution of stock dividends, the division of shares, the allotment of shares and the reduction of shares, and the number of restricted shares granted shall be adjusted accordingly. 4、 Determination basis and scope of incentive objects and the number of rights and interests granted to them
(I) basis for determining incentive objects
1. Legal basis for determining incentive objects
The incentive objects of the incentive plan are in accordance with the relevant laws, regulations, normative documents such as the company law, the securities law, the administrative measures, the listing rules, the self regulatory guide and the articles of association
Relevant regulations shall be determined in combination with the actual situation of the company.
2. Job basis for determining incentive objects
The incentive objects of this incentive plan are management personnel, technical (business) backbone and high potential personnel (excluding
Independent directors and supervisors). The Remuneration Committee of the company shall be responsible for the personnel who meet the scope of incentive objects of the incentive plan
The board of supervisors shall draw up a list, which shall be verified and determined by the board of supervisors of the company.
(II) the number of incentive objects and the proportion of all employees of the company
There are 221 incentive objects to be granted restricted shares for the first time in the incentive plan, accounting for about 2021 of the company
14.87% of the total number of 1486 employees at the end of December, including management personnel, technical (business) backbone and
High potential personnel.
Among the above incentive objects, the directors and senior managers of the company must be elected by the general meeting of shareholders or appointed by the board of directors
Ren. All incentive objects must cooperate with the company when the company grants restricted shares and within the assessment period specified in the incentive plan
The company has employment or labor relations. Before the board of directors actually granted restricted shares, the situation of incentive objects changed
The board of directors may make appropriate adjustments to the actual authorized personnel.
In addition, the incentive object of this incentive plan also includes one foreign incentive object, Zhinong Gao,
The incentive object works in key positions of the company (including subsidiaries) and is engaged in business management, technology R & D and business expansion
Exhibition and other aspects play an important role that can not be ignored.
The incentive objects of the reserved grant part shall be determined within 12 months after the incentive plan is considered and approved by the general meeting of shareholders
The board of directors proposed, the independent directors and the board of supervisors issued clear opinions, and lawyers issued professional opinions and issued
After the legal opinion, the company shall timely and accurately disclose the relevant information of the current incentive object on the designated website as required. exceed
If the incentive object is not specified after 12 months, the reserved rights and interests shall become invalid.
(III) distribution of restricted shares granted to incentive objects
The distribution of restricted shares in the incentive plan among incentive objects is shown in the table below:
Proportion of granted restrictions to the proportion of granted restrictions to the total share capital (10000 shares) at the time of announcement
1、 Management personnel, technical (business) backbone and high potential personnel
1. Management personnel of Zhong Gao in the United States 2.6320 2.632% 0.04%
Other management personnel, technical (business) backbone and high potential personnel (220 China 77.3680 77.368% 1.04%)
(person)
Total of first grant (221 persons) 80.00 80.000% 1.08%
2、 Reserved part 20.00 20.000% 0.27%
Total 100.00 100.000% 1.35%
Note: 1. The shares of the company granted by any of the above incentive objects 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.
The total number of underlying shares involved in all incentive plans of the company within the validity period shall not exceed 20% of the total share capital of the company when the equity incentive plan is submitted to the general meeting of shareholders for deliberation.
2. The incentive object of the reserved part shall be determined within 12 months after the incentive plan is considered and approved by the general meeting of shareholders. After the proposal of the board of directors, the explicit opinions of the independent directors and the board of supervisors, the professional opinions of lawyers and the legal opinions are issued, the company shall timely and accurately disclose the relevant information of the incentive object on the designated website as required.
3. If the total number in the above table is inconsistent with the mantissa of the sum of the sub item values, it is caused by rounding.
(IV) verification of incentive objects
1. After the incentive plan is reviewed and approved by the board of directors, the company will publicize the names and positions of incentive objects internally for a period of no less than 10 days.
2. The board of supervisors of the company will review the list of incentive objects, fully listen to the publicity opinions, and disclose the explanation of the board of supervisors on the review and publicity of the list of incentive objects five days before the general meeting of shareholders of the company deliberates the incentive plan. The list of incentive objects adjusted by the board of directors of the company shall also be verified by the board of supervisors of the company.
(V) during the implementation of the equity incentive plan, if the incentive object is not allowed to become the incentive object as stipulated in the administrative measures for equity incentive of listed companies and this incentive plan, the incentive object shall not be granted restricted shares, and the ownership of the granted but not yet vested restricted shares shall be cancelled and invalid. 5、 Relevant schedule of this incentive plan
(I) validity period of the incentive plan
The validity period of this incentive plan shall be no more than 48 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.
(II) relevant date and term of the incentive plan
1. Grant date of this incentive plan
The granting date shall be determined by the board of directors after the incentive plan is deliberated and approved by the general meeting of shareholders of the company.
2. Ownership arrangement of the incentive plan
The restricted shares granted under the incentive plan will be vested in several times according to the agreed proportion after the incentive object meets the corresponding vesting conditions. The vesting date must be the trading day and shall not be vested within the following periods:
(1) Within 30 days before the announcement of the company's annual report and semi annual report, if the announcement date of the periodic report is delayed due to special reasons, it shall be calculated from 30 days before the original scheduled announcement date to 1 day before the announcement;
(2) Within 10 days before the announcement of the company's quarterly report, performance forecast and performance express;
(3) From the date of major events that may have a great impact on the trading price of the company's securities and their derivatives or in the process of decision-making to the date of disclosure according to law;
(4) Other periods prescribed by the CSRC and the Shanghai Stock Exchange.
If relevant laws, administrative regulations and departmental rules have other provisions on the period that cannot be attributed, the relevant provisions shall prevail.
The ownership proportion of each batch of restricted shares granted for the first time in the incentive plan is shown in the table below:
Vesting arrangement vesting time the proportion of the number of vested interests in the total amount of interests granted for the first time
The first trading day after 12 months from the date of the first grant of restricted shares
30% from the first vesting period to the last one within 24 months from the date of the first grant
Yi Rizhi
The first trading day after 24 months from the date of the first grant of restricted shares
30% from the second vesting period to the last one within 36 months from the date of the first grant
Yi Rizhi
The first trading day after 36 months from the date of the first grant of restricted shares
40% from the third vesting period to the last one within 48 months from the date of the first grant
Yi Rizhi
The ownership proportion of each batch of restricted shares reserved for grant in the incentive plan is arranged as follows:
The proportion of the number of vested rights and interests in the total amount of reserved granted rights and interests
The first trading day after 12 months from the date of reserved grant of restricted shares
50% from the first vesting period to the last one within 24 months from the date of reservation grant
Yi Rizhi
The first trading day after 24 months from the date of reserved grant of restricted shares
50% from the second vesting period to the last one within 36 months from the date of reservation grant
Yi Rizhi
The restricted shares granted to the incentive object under this incentive plan shall not be transferred, used to guarantee or repay debts before vesting. The restricted shares granted to the incentive object but not yet vested are subject to the vesting conditions due to the conversion of capital reserve into share capital, share bonus and other circumstances, and shall not be transferred, used for guarantee or debt repayment before vesting. If the restricted shares cannot be vested at that time, they will be granted for the above reasons
