Securities abbreviation: Guangzhou Pearl River Piano Group Co.Ltd(002678) securities code: 002678 Guangzhou Pearl River Piano Group Co.Ltd(002678)
Restricted stock incentive plan for 2022
(Draft) summary
January, 2002
Statement
The company and all directors and supervisors guarantee that there are no false records, misleading statements or major omissions in the plan and its summary, and bear individual and joint legal liabilities for its authenticity, accuracy and completeness.
hot tip
1、 The incentive plan is prepared by Guangzhou Pearl River Piano Group Co.Ltd(002678) (hereinafter referred to as ” Guangzhou Pearl River Piano Group Co.Ltd(002678) ” or “the company” or “the company”) 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, and the Trial Measures for the implementation of equity incentive by state-controlled listed companies (within China) (gzfff [2006] No. 175) Notice on issues related to regulating the implementation of equity incentive system by state-owned holding listed companies (Guo Zi FA FA FA FA Fa [2008] No. 171), notice on Forwarding the notice on matters related to further improving the equity incentive work of listed companies controlled by central enterprises (Yue Guo Zi Han [2019] No. 968) The notice on Forwarding the guidelines of the state owned assets supervision and Administration Commission of the State Council on the implementation of equity incentive by listed companies controlled by central enterprises (Yue Guo Zi Han [2020] No. 208), the articles of association of Guangzhou Pearl River Piano Group Co.Ltd(002678) and other relevant laws, regulations and normative documents were formulated.
2、 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 audit report of the financial accounting report of the latest fiscal year issued by the certified public accountant with a negative opinion or unable to express an opinion;
(II) the internal control of the financial report of the most recent fiscal year has been given a negative opinion or unable to express an opinion by the 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.
3、 The incentive object of this incentive plan does not have the following circumstances that may not be the incentive object specified in Article 8 of the measures for the administration of equity incentive of listed companies:
(I) being identified as an inappropriate candidate 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.
4、 The incentive tool adopted in this incentive plan is restricted stock. The source of restricted stock is the company’s A-share common stock issued by the company to the incentive object.
5、 The number of restricted shares to be granted under the plan shall not exceed 5957900 shares, accounting for about 0.439% of the total share capital of the company at the time of announcement of the plan. Among them, no more than 5.66 million shares were granted for the first time, accounting for 95.00% of the total granted shares and about 0.417% of the total share capital of the company; 297900 shares are reserved, accounting for 5.00% of the total granted shares and about 0.022% of the total share capital of the company.
The number of restricted shares granted to any incentive object in the incentive plan shall not exceed 1% of the total share capital of the company before the incentive plan is submitted to the general meeting of shareholders for deliberation.
6、 The grant price of restricted shares granted for the first time in the incentive plan is 3.44 yuan / share.
7、 There are no more than 173 incentive objects granted for the first time in this incentive plan, including the company’s senior managers, other managers who have a direct impact on the company’s operating performance and core technology (business) backbone, excluding the company’s independent directors and supervisors, as well as the major shareholders or actual controllers who individually or jointly hold more than 5% of shares and their spouses, parents and children.
8、 The validity period of this incentive plan shall be no more than 72 months from the date when the registration of the first grant of restricted shares is completed to the date when all the restricted shares granted to the incentive object are lifted or repurchased and cancelled.
9、 The restricted shares granted for the first time and reserved in the incentive plan will be released in three batches within the next 36 months after 24 months from the date of completion of grant registration. The release period of restricted shares and the release schedule of each period are shown in the table below:
The proportion of the number of sales restrictions that can be lifted in the number of granted rights and interests
The first month after 24 months from the date of completion of restricted stock registration
40% within 36 months from the first trading date of lifting the restrictions to the date of completion of the registration of restricted shares
End of the last trading day
The second release period is 30% of the first delivery after 36 months from the date of completion of restricted stock registration
Within 48 months from the date of exchange to the date of completion of the registration of restricted shares
End of the last trading day
The first delivery after 48 months from the date of completion of restricted stock registration
30% within 60 months from the third trading day to the date of completion of restricted stock registration
End of the last trading day
10、 The performance conditions for the release of restricted stock restrictions at the company level for the first time and reserved grant are as follows:
Performance evaluation conditions for lifting the sales restriction period
1. Based on the operating income in 2020, the growth rate of operating income in 2022 will not be less than 17.30% and not lower than the average level of the same industry;
In the first period of lifting the restrictions on sales, the return on net assets in 2022 shall not be less than 4.64%, and shall not be lower than the average level of the same industry; 3. The proportion of cash dividends in 2022 shall not be less than 30%;
4. In 2022, the proportion of R & D investment in operating revenue of the company shall not be less than 4.8%.
1. Based on the operating income in 2020, the growth rate of operating income in 2023 shall not be less than 25.97% and not lower than the average level of the same industry;
In the second period of lifting the restrictions on sales, 2. The return on net assets in 2023 shall not be less than 4.84%, and shall not be lower than the average level of the same industry; 3. The proportion of cash dividends in 2023 shall not be less than 30%;
4. In 2023, the proportion of R & D investment in operating revenue of the company shall not be less than 4.8%.
1. Based on the operating income in 2020, the growth rate of operating income in 2024 will not be less than 36.05% and not lower than the average level of the same industry;
In the third period of lifting the restrictions on sales, 2. The return on net assets in 2024 shall not be less than 5.03%, and shall not be lower than the average level of the same industry; 3. The proportion of cash dividends in 2024 shall not be less than 30%;
4. In 2024, the proportion of R & D investment in operating revenue of the company shall not be less than 4.8%.
Note: 1. The return on net assets in the above performance assessment objectives of lifting the restrictions on sales is the weighted average return on net assets after deducting non recurring profits and losses.
2. During the effective period of the plan, if the company issues shares or issues shares to acquire assets due to financing in that year, the newly increased net assets will not be included in the calculation scope of performance assessment.
11、 The funds for incentive objects to subscribe for restricted shares shall be raised by individuals. The company promises not to provide loans, loan guarantees and any other forms of financial assistance for the incentive object to obtain relevant restricted shares under the plan. 12、 The incentive object promises that if the company does not comply with the arrangement of granting rights and interests or exercising rights and interests due to false records, misleading statements or major omissions in the information disclosure documents, the incentive object shall return all the benefits obtained from the equity incentive plan to the company after the relevant information disclosure documents are confirmed to have false records, misleading statements or major omissions.
13、 The incentive plan can be implemented only after meeting the following conditions: it is reviewed and approved by the state owned assets supervision and Administration Commission of Guangzhou Municipal People’s government and reviewed and approved by the general meeting of shareholders of the company.
14、 Within 60 days from the date when the general meeting of shareholders of the company deliberates and approves the incentive plan and the granting conditions are met, the company will convene the board of directors to grant the incentive object in accordance with relevant regulations, and complete the registration, 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. The reserved part shall be granted within 12 months after the plan is reviewed and approved by the general meeting of shareholders of the company. 15、 The implementation of this incentive plan will not result in the company’s equity distribution not meeting the listing conditions.
catalogue
Declare that 2 special tips Chapter 1 interpretation Chapter II purpose and principle of restricted stock incentive plan Chapter III Management Organization of this incentive plan Chapter IV determination basis and scope of incentive objects Chapter V source, quantity and distribution of restricted shares Chapter VI timing of this incentive plan Chapter VII grant price of restricted shares and its determination method Chapter VIII grant and release of restricted shares Chapter IX adjustment methods and procedures of this incentive plan Chapter X accounting treatment of restricted stocks Chapter XI handling of changes in the company and incentive objects Chapter XII principle of restricted stock repurchase 30 Chapter XIII other important matters thirty-three
Chapter I interpretation
Unless otherwise specified, the following words have the following meanings in this article: Guangzhou Pearl River Piano Group Co.Ltd(002678) , the company, the incentive plan of Guangzhou Pearl River Piano Group Co.Ltd(002678) the company, and the plan refers to the restricted stock incentive plan in 2022
According to the conditions and prices specified in the incentive plan, the company grants a certain number of restricted shares to the incentive objects, which refer to the company’s shares. These shares are set with a certain period of restricted sale period. The restricted sale and circulation can be lifted only after the conditions for lifting the restricted sale specified in the incentive plan are met
Incentive objects refer to employees who are qualified to receive a certain number of restricted shares in accordance with the provisions of this incentive plan
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 of each restricted stock granted by the company to the incentive object
The term of validity refers to the period from the date when the registration of the first grant of restricted shares is completed to the date when all the restricted shares granted to the incentive object are lifted or repurchased
The restricted sale period refers to the period during which the conditions for the incentive object to exercise its rights and interests have not been fulfilled, and the restricted shares cannot be transferred, used for guarantee or debt repayment.
The period of lifting the restriction on sales refers to the period during which the restricted shares held by the incentive object can be lifted and listed for circulation after the conditions for lifting the restriction on sales specified in the incentive plan are met
The conditions for lifting the restriction on sale refer to the conditions that must be met for the restricted shares obtained by the incentive object to be lifted according to the incentive plan
Total share capital refers to the total issued share capital of the company at the time of the announcement of the incentive plan
Company Law refers to the company law of the people’s Republic of China
Securities Law refers to the securities law of the people’s Republic of China
The Administrative Measures refer to the administrative measures for equity incentive of listed companies
The Trial Measures refer to the Trial Measures for the implementation of equity incentive by state-owned holding listed companies (domestic) (Guo Zi FA FA FA FA FA Fa [2006] No. 175)
“Notice on Relevant Issues” refers to the “notice on issues related to regulating the implementation of equity incentive system by state-controlled listed companies” (Guo Zi FA FA FA FA Fa [2008] No. 171)
The Work Notice refers to the notice on Forwarding the notice on matters related to further improving the equity incentive work of listed companies controlled by central enterprises (Guangdong state owned assets letter [20])
