Securities abbreviation: Pnc Process Systems Co.Ltd(603690) securities code: 603690 Pnc Process Systems Co.Ltd(603690) phase IV stock option and restricted stock incentive plan (Draft)
Pnc Process Systems Co.Ltd(603690)
February, 2002
Statement
The company and all directors and supervisors guarantee that there are no false records, misleading statements or major omissions in the incentive plan and its summary, and bear individual and joint legal liabilities for its authenticity, accuracy and completeness.
hot tip
1、 The incentive plan is formulated 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 other relevant laws, regulations and normative documents, as well as the articles of association of Pnc Process Systems Co.Ltd(603690) (hereinafter referred to as "the company", "the company" or " Pnc Process Systems Co.Ltd(603690) ").
2、 The incentive plan includes stock option incentive plan and restricted stock incentive plan. The source of the underlying stock is the company's RMB A-share common stock issued by the company to the incentive object.
3、 The incentive plan plans to grant a total of 3 million rights and interests to the incentive objects, and the type of underlying shares involved is the people's Bank of China
Common shares of RMB a, accounting for 0.94% of the total share capital of the company on the announcement date of the draft incentive plan, including 318500474 shares
The total number of rights and interests granted for the first time is 2.4 million, accounting for 80.00% of the total rights and interests to be granted in the incentive plan and 0.75% of the total share capital of the company on the announcement date of the draft incentive plan; 600000 copies are reserved, accounting for 20.00% of the total equity to be granted in the incentive plan and 0.19% of the total share capital of the company on the announcement date of the draft incentive plan. The total number of underlying shares involved in the equity incentive plan within the whole validity period of the company does not exceed 10% of the total share capital of the company. The number of shares of the company granted by any incentive object in the incentive plan through the equity incentive plan within the whole validity period shall not exceed 1% of the total share capital of the company, as follows:
(I) stock option incentive plan: the incentive plan intends to grant 1.65 million stock options to incentive objects, involving
The subject stock of is RMB A-share common stock, accounting for 0.52% of the total share capital of the company on the announcement date of the draft incentive plan. Among them, 1.32 million were granted for the first time, accounting for 80.00% of the total number of stock options to be granted in the incentive plan and about 0.41% of the total share capital of the company on the announcement date of the draft incentive plan; 330000 shares are reserved, accounting for 20.00% of the total number of stock options to be granted in the incentive plan and about 0.10% of the total share capital of the company on the announcement date of the draft incentive plan. Each stock option granted under the incentive plan has the right to purchase RMB a common shares of the company at the exercise price during the vesting period when the effective conditions and effective arrangements are met.
(II) restricted stock incentive plan: this incentive plan intends to grant 1.35 million restricted shares to the incentive object,
The subject stock involved is RMB A-share common stock, accounting for 0.42% of the total share capital of the company on the announcement date of the draft incentive plan. Among them, 1.08 million shares were granted for the first time, accounting for 80.00% of the total number of restricted shares to be granted in the incentive plan and 0.34% of the total share capital of the company on the announcement date of the draft incentive plan; 270000 shares are reserved, accounting for the proposed grant limit of this incentive plan
20.00% of the total number of institutional shares, accounting for about 0.08% of the total share capital of the company on the announcement date of the draft incentive plan..
During the period from the date of announcement of the incentive plan to the completion of the exercise of stock options or the registration of restricted shares by the incentive object, if the company has matters such as the conversion of capital reserve into share capital, the distribution of stock dividends, the division or reduction of shares, and the allotment of shares, the number of stock options and restricted shares and the total number of underlying shares involved will be adjusted accordingly.
4、 The exercise price of the stock options granted under the incentive plan is 46.50 yuan / share, and the grant price of restricted shares
The price is 23.25 yuan / share. During the period from the date of announcement of the incentive plan to the completion of the exercise of stock options or the registration of restricted shares by the incentive object, if the company has matters such as the conversion of capital reserve into share capital, the distribution of stock dividends, the division or reduction of shares, the allotment of shares and the distribution of dividends, the exercise price of stock options and the grant price of restricted shares will be adjusted accordingly according to the incentive plan.
5、 The validity period of this incentive plan is from the date of the first authorization of stock options and the date of the first grant of restricted shares to the date of the exercise or cancellation of all stock options granted to the incentive object and the completion of the lifting of restrictions on the sale or repurchase cancellation of restricted shares, with a maximum of 60 months.
6、 The total number of incentive objects granted by the incentive plan for the first time is 76, including the incentive objects at the time of the company's announcement of the incentive plan
The senior managers and core cadres of the company (including subsidiaries, the same below) do not include independent directors, supervisors, shareholders or actual controllers holding more than 5% of shares alone or in total and their spouses, parents and children.
Reserved incentive objects 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 validity period 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.
7、 The stock options granted for the first time shall be exercised in three periods after 12 months from the authorization date, and the proportion of exercise in each period
30%, 30% and 40% respectively. If the reserved stock option is granted in 2022, it will be exercised in three phases after 12 months from the date of authorization of the reserved stock option, and the proportion of exercise in each phase will be 30%, 30% and 40% respectively; If the reserved stock option is granted in 2023, it will be exercised in two phases after 12 months from the date of authorization of the reserved stock option, and the proportion of exercise in each phase is 50%.
The restricted shares granted for the first time shall be lifted in three phases after 12 months from the date of completion of grant registration, and each phase
The proportion of lifting sales restrictions is 30%, 30% and 40% respectively; If the reserved restricted shares are granted in 2022, the restrictions on the sale of the reserved restricted shares will be lifted in three phases after 12 months from the completion date of the registration of the grant of the reserved restricted shares, and the proportion of lifting the restrictions in each phase will be 30%, 30% and 40% respectively; If the reserved restricted shares are granted in 2023, the reserved restricted shares
After 12 months from the completion date of stock grant registration, the restrictions on sale shall be lifted in two phases, and the proportion of lifting the restrictions in each phase shall be 50% respectively.
The performance evaluation objectives of stock options and restricted stocks granted are shown in the table below:
Performance assessment objectives of exercise / release of restrictions
In the first exercise period / 2022, the net profit reached RMB 180 million
The first lifting of the restriction period
Stock options granted for the first time / second exercise period / net profit of RMB 230 million in 2023
The second release period of restricted shares
In the third exercise period / 2024, the net profit reached 360 million yuan
The third release period
In the first exercise period / 2022, the net profit reached RMB 180 million
Reserved stock options granted / the first release period
Restricted stock (if the second exercise period is reserved / the net profit in 2023 will reach RMB 230 million)
(partially granted in 2022) the second release period
In the third exercise period / 2024, the net profit reached 360 million yuan
The third release period
Stock options reserved for grant / first exercise period / net profit of RMB 230 million in 2023
Restricted shares (if the first period for lifting restrictions is reserved)
Part will be granted in 2023) the second exercise period / the net profit in 2024 will reach 360 million yuan
The second release period
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 and excluding the impact of equity incentive.
8、 The company does not have the following circumstances under which equity incentive shall not be implemented as stipulated in the administrative measures for 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 is given a negative opinion or unable to express an opinion by the certified public accountant;
(III) failure to comply with laws and regulations, articles of association and public commitments in the last 36 months after listing
Profit distribution;
(IV) equity incentive is prohibited by laws and regulations;
(V) other circumstances recognized by the CSRC.
9、 The incentive objects of this incentive plan do not have the following circumstances that may not be incentive objects as stipulated in the administrative measures for 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) administrative punishment by the CSRC and its dispatched offices for major violations of laws and regulations in the last 12 months
Or take market entry prohibition measures;
(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、 Pnc Process Systems Co.Ltd(603690) commitment: the company will not provide loans and other forms of financial assistance for any incentive object to obtain relevant rights and interests under this incentive plan, including providing guarantee for its loans.
11、 Pnc Process Systems Co.Ltd(603690) commitment: 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 this incentive plan promises that if the company does not comply with the arrangement for 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, 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 it is reviewed and approved by the special resolution of the general meeting of shareholders of the company.
14、 After the incentive plan is reviewed and approved by the general meeting of shareholders of the company, the company will convene the incentive plan in accordance with relevant regulations within 60 days
The board of directors shall grant rights and interests to incentive objects, and complete registration, announcement and other relevant procedures. If the company fails to complete the above work within 60 days, it shall timely disclose the reasons for the failure and announce the termination of the incentive plan. According to the measures for the administration of equity incentive of listed companies, the period during which rights and interests cannot be granted shall not be counted within 60 days.
15、 The implementation of this incentive plan will not result in the company's equity distribution not meeting the listing conditions.
catalogue
Declare that one
Special tips two
Chapter I interpretation seven
Chapter II purpose of this incentive plan nine
Chapter III Management Organization of this incentive plan ten
Chapter IV determination basis and scope of incentive objects eleven
Chapter V specific contents of this incentive plan thirteen
1、 Stock option incentive plan thirteen
2、 Restricted stock incentive plan twenty-four
Chapter VI implementation procedures of this incentive plan thirty-six
Chapter VII respective rights and obligations of the company and the incentive object forty-one
Chapter VIII handling of abnormal situations between the company and incentive objects forty-three
Chapter IX Supplementary Provisions forty-seven
Chapter I interpretation
Unless otherwise specified, the following words have the following meanings in this article:
Pnc Process Systems Co.Ltd(603690) , the company, Pnc Process Systems Co.Ltd(603690) , stock code:
finger
Company 603690
Pnc Process Systems Co.Ltd(603690) fourth stock option
This incentive plan and this plan refer to
And restricted stock incentive plan (Draft)
The company grants incentive objects with predetermined conditions in a certain period of time in the future
Stock option means
The right to purchase a certain number of shares of the company
The company grants certain incentives to the incentive objects according to the conditions specified in the incentive plan
Restricted stock means
The number of companies whose liquidity is limited
