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The Joint Stock (002394):2018 Restricted Stock Incentive Plan Was Awarded.

2019/1/28 11:03:00 14

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Joint Venture Shares Textile Stocks The Latest Announcement

Securities code: 002394 securities short: joint stock Announcement No.: LF2019-004

Announcement of the completion of the 2018 restricted stock incentive plan of the Jiangsu joint development textile Limited by Share Ltd

All members of the company and the board of Directors ensure that the contents of the announcement are true, accurate and complete, and there are no false statements, misleading statements or major omissions.

Special note:

1, the number of restricted stock registration is 12 million 948 thousand shares, accounting for 4% of the total share capital of the 323 million 700 thousand shares before the award.

2, the restricted stock listed on the date is 01 2019, 29.

Jiangsu joint hair textile Limited by Share Ltd (hereinafter referred to as "company" or "joint stock") convened the ninth meeting of the Fourth Board of directors and the ninth meeting of the fourth supervisory board in January 17, 2019, and adopted the motion on granting restricted shares to incentive objects.

According to the regulations of the China Securities Regulatory Commission on the management of equity incentives of listed companies, the relevant provisions of the Shenzhen stock exchange and China Securities Depository and Clearing Co., Ltd., Shenzhen branch, the company has recently completed the registration and granting of restricted shares of the Jiangsu joint stock textile Limited by Share Ltd Limited stock incentive plan 2018 (hereinafter referred to as the "incentive plan").

I. the relevant examination and approval procedures fulfilled by the equity incentive plan

In 1 and December 1, 2018, the company held the eighth session of the Fourth Board of directors and the seventh session of the fourth supervisory board. It passed the motion on the Jiangsu joint stock textile Limited by Share Ltd 2018 restricted stock incentive plan (Draft) and its summary motion. The company's independent directors and board of supervisors expressed their views on whether the incentive plan is conducive to the company's sustainable development and whether there is a significant damage to the interests of the company and all shareholders.

Independent financial advisers and lawyers issued relevant comments respectively.

The specific content was published in the December 3, 2018 flood tide information network for investors.

2, from December 3, 2018 to December 12, 2018, the company's list of incentive targets was publicized on the big tide information network and the official website of the company. During the publicity period, the board of supervisors did not receive any objection.

After the expiration of the public notice, the board of supervisors held the eighth meeting of the fourth supervisory board in December 13, 2018.

At the meeting, the list of incentive objects was verified and the publicity situation was explained.

In 3 and December 18, 2018, the company held the second annual general meeting of shareholders in 2018, and passed the motion on the company's 2018 restricted stock incentive plan (Draft) and its summary motion, and self-examination of insider trading insider trading and insider information, and no insider information insider was found to use insider information to buy and sell shares of the company.

The specific content was published in the December 19, 2018 flood tide information network for investors.

In 4 and January 17, 2019, the company held fourth sessions of the ninth meeting of the board of directors and the ninth meeting of the fourth supervisory board.

The company's independent directors and board of supervisors issued a clear agreement on the matter.

The board of supervisors has verified the list of incentive objects granted to restricted stock.

Independent financial advisers and lawyers issued relevant comments respectively.

The specific content was published in the January 18, 2019 flood tide information network for investors.

Two. The granting of restricted stock.

1, grant date: January 17, 2019

2. Number of granting: 12 million 948 thousand shares

3, the number of granting: 9

4, grant price: 4.94 yuan / share

5, stock source: company's A yuan, common stock issued to the target audience.

6, the list of incentive objects and the specific allocation of restricted shares are as follows:

Full name	post	Number of restricted stock granted (10000 shares)	Proportion of the number of rights and benefits granted by the incentive scheme	Proportion of total capital stock on the date of announcement of this incentive scheme
Xue Qing long	Chairman	Six hundred and forty-seven Point Four Zero	50%	2%
Yu Yong Jun	Director and general manager	Two hundred and fifty-eight point nine six	20%	0.80%
Yellow long root	Vice Chairman	Sixty-three	4.87%	0.19%
Yu Yin Jun	Director and Deputy General Manager	Sixty-three	4.87%	0.19%
Wang Zhu	Chief financial officer	Fifty-two point four nine	4.05%	0.16%
Tang Wen Jun	Vice General Manager	Fifty-two point four nine	4.05%	0.16%
Pan Zhigang	Deputy general manager and secretaries general	Fifty-two point four eight	4.05%	0.16%
Responsible persons of main subsidiaries (a total of 2 persons)		One hundred and four point nine eight	8.11%	0.32%

Total

One thousand two hundred and ninety-four point eight zero

100%

Note: if there is difference between the sum of the total number of the above table and the sum of the Ming and the fine numbers, the percentage of the above percentages is four or five.

7, the lifting of the restricted sale arrangement, the release of the restricted stock granted by the incentive scheme is shown in the following table:

Description of the relevant stock limit period arrangement: all restricted stock granted by the incentive object is applicable to different restricted periods, which are 12 months, 24 months and 36 months respectively, and are calculated from the date of completion of the restricted stock registration of the self motivated object.

8, the release of restricted conditions.

(1) performance appraisal requirements at the company level

This incentive plan will assess the company's performance indicators in the fiscal year -2021 2019, in order to achieve the target of performance appraisal as one of the incentive restrictions for the year.

The objectives of this incentive plan are as follows:

Release period	Performance appraisal objectives
The first lifting of the sale period.	The company must satisfy the following two conditions at the same time: 1, the net asset yield of 2019 is not less than 12% or no less than 1.5 times the average level of the listed companies in the same industry; 2, the operating income of 2018 is the base, and the operating income growth rate of 2019 is not less than 5%.
Second release period	The company must satisfy the following two conditions at the same time: 1, the net asset yield of 2020 is not less than 12% or no less than 1.5 times the average level of the listed companies in the same industry; 2, the operating income of 2018 is the base, and the operating income growth rate of 2020 is not less than 10%.
Third release period	The company must satisfy the following two conditions at the same time: 1, the net asset yield of 2021 is not less than 12% or no less than 1.5 times the average level of the listed companies in the same industry; 2, the operating income of 2018 is the base, and the operating income growth rate of 2021 is not less than 15%.

Lifting the sale restriction arrangement	Release period	Release limit ratio
The first lifting of the sale period.	From the first trading day 12 months after the granting of the restricted stock to the last trading day of the 24 month period from the date of the granting of the restricted stock to the date of completion of the restricted stock.	30%
Second release period	From the first trading day 24 months after the granting of the restricted stock to the last trading day of the 36 month period from the date of the granting of the restricted stock to the date of completion of the restricted stock.	30%
Third release period	From the first trading day 36 months after the granting of the restricted stock to the last trading day of the 48 month period from the date of the granting of the restricted stock to the date of completion of the restricted stock.	40%

Note: the above "business income" refers to the audited operating income of listed companies. "Net assets yield" refers to the weighted average return on assets attributable to shareholders of listed companies. However, the value of the impact of this and other incentive schemes on the cost of share payment is calculated as the basis for calculation. The Sample Firms in the same industry chooses the listed companies in the WIND. textile industry according to the information industry classification standard of Wan de. In the process of annual assessment, if there is a major change in the main business of the industry sample or a sample extreme value with large deviations, the company's board of directors will remove or replace the sample at the year-end examination.

During the lifting of the restricted sale period, the company will handle the lifting of the sale restriction to satisfy the incentive object of releasing the restricted sale conditions.

If the company's current performance level fails to meet the requirements of the performance appraisal during the lifting period, all the incentive objects may not be released from the restricted stock, which can be lifted and restricted, and the company will cancel the sale by the company's grant price plus the bank's interest in the same period.

(2) performance requirements of individual level of incentive object.

The assessment of the individual level of the incentive object is organized and implemented according to the relevant performance appraisal system of the company.

On the premise of the achievement of the company's performance objectives, if the incentive performance of the individual is up to or above, the restricted stock granted during the year will be released according to the procedures stipulated in the incentive plan. If the incentive result is not qualified, the restricted stock that has been granted but not yet released is allowed to be released in the corresponding year. The company will not cancel the sale of restricted shares, which is cancelled by the company's purchase price plus the bank's interest in the same period.

9, after the implementation of the restricted stock incentive plan, the distribution of restricted stock will not meet the requirements of the listing conditions.

Three, about the incentive object, the number of restricted stock and the consistency of the previous consideration by the board of directors.

The list and number of incentive objects awarded to the company is exactly the same as the list and number of awards granted at the ninth meeting of the Fourth Board of directors.

The total number of restricted shares actually granted is 9, and the total number of shares granted is 12 million 948 thousand shares, accounting for 4% of the total share capital of the company before the stock is granted.

Four. Capital verification granted to share subscription funds.

In January 21, 2019, Dahua accounting firm (special general partnership) issued a capital verification report of Dahua [2019]0022, which examined the subscription status of the restricted stock incentive plan as at January 18, 2019.

As of January 18, 2019, the total number of new registered capital paid by the joint stock company has received 9 yuan from the equity incentive target. The total amount of newly registered capital is 12 million 948 thousand yuan, and the new share capital accounts for 100% of the newly registered capital.

(1) the equity incentive object has paid all the contribution to the RMB deposit account of the Haian branch of the ICBC, which is 111112010900011011 yuan.

Luen Fat shares received a total of 63963120 yuan of new capital contributions from equity incentive objects, all of which were invested in monetary terms, including 12948000 yuan in equity capital and 51015120 yuan in capital surplus equity premium.

(two) after the capital increase, the registered capital of the joint venture shares is RMB 336 million 648 thousand yuan and the share capital is RMB 336 million 648 thousand yuan.

Five, the date of listing the shares granted.

The restricted stock award date is January 17, 2019, and the date of issuance of the shares is 2019 01, 29.

The listed company has not granted restricted stock to the incentive object during the following period:

1. Within 30 days prior to the announcement of the company's periodic report, the date of announcement of the periodic report due to special reasons shall be counted from 30 days before the original notice of appointment to 1 days before the announcement.

2, within 10 days before the company's performance notice and performance bulletin.

3, the date of occurrence of major events that may have a greater impact on the trading price of a company's stock and its derivatives, or the date of entry into the decision-making process, to the 2 trading days after the disclosure according to law;

4. Other periods stipulated by the China Securities Regulatory Commission and the Shenzhen stock exchange.

Six, the directors and senior managers who participated in the incentive to buy or sell shares of the company in the 6 months before the restricted shares were granted the shares.

The directors and senior managers who participated in the restricted stock incentive plan did not sell shares in the 6 months before the restricted shares were granted shares.

Seven. After the completion of this restricted stock, the structure of the company's share capital is as follows:

Unit: stock

Nature of shares	Before this change		The increase or decrease of this change	After this change
Nature of shares	Number of shares	Proportion		Number of shares	Proportion
1. Limited sale of shares	Zero	Zero	Twelve million nine hundred and forty-eight thousand	Twelve million nine hundred and forty-eight thousand	3.85%
Equity incentive restricted stock	Zero	Zero	Twelve million nine hundred and forty-eight thousand	Twelve million nine hundred and forty-eight thousand	3.85%
Two. Unlimited stock	Three hundred and twenty-three million and seven hundred thousand	100%	Zero	Three hundred and twenty-three million and seven hundred thousand	96.15%
Three, the total number of shares	Three hundred and twenty-three million and seven hundred thousand	100%	Twelve million nine hundred and forty-eight thousand	Three hundred and thirty-six million six hundred and forty-eight thousand	100%

Eight. The adjustment of EPS Based on the new share capital.

After the award is completed, the share capital of the company is changed to 336 million 648 thousand shares. According to the latest equity dilution, the company's earnings per share in 2017 are 1.07 yuan.

Nine. Changes in shareholding ratio of controlling shareholders and actual controllers.

The company's total share capital increased from 323 million 700 thousand shares to 336 million 648 thousand shares after the completion of the award, resulting in a change in the shareholding ratio of the company.

This award will not lead to changes in controlling shareholders and actual controllers.

The company's co controllers Kong Xiangjun, Cui Hengfu, Chen Jingjiao and Huang Changgen share the 57.3807% stake in Limited by Share Ltd of Jiangsu Luen Fat Group and do not directly own shares of the company.

The Limited by Share Ltd, the controlling shareholder of the Jiangsu group, directly held 130 million 934 thousand and 100 shares of the company before granting it, accounting for 40.45% of the total share capital of the company before the award. After the award was completed, the number of Limited by Share Ltd directly holding shares of the Jiangsu joint venture group remained unchanged, accounting for 38.89% of the company's new share capital.

After the completion of this award, the proportion of Limited by Share Ltd holding shareholder of Jiangsu Luen Fat Group Limited by Share Ltd holding joint issue shares decreased from 40.45% to 38.89%.

Ten, incentive objects to subscribe to restricted stock and personal income tax arrangements.

The incentive objects subscribed to restricted stock and personal income tax are all raised by themselves, and the company undertakes not to provide incentives for the incentive object to obtain the underlying stock and other forms of financial support, including providing guarantees for its loans.

Eleven, the use of funds raised by the company's issuance of restricted stock.

The funds raised by the company's restricted stock incentive plan will be used to supplement liquidity.

Notice hereby.

Board of directors of Jiangsu Luen Fat textile Limited by Share Ltd

Two January 25th 19