Securities code: 300390 securities abbreviation: Suzhou Ta&A Ultra Clean Technology Co.Ltd(300390) Suzhou Ta&A Ultra Clean Technology Co.Ltd(300390)
Restricted stock incentive plan for 2022
(Draft)
Suzhou Ta&A Ultra Clean Technology Co.Ltd(300390)
February, 2002
Statement
The company and all members of the board of directors 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 integrity of its contents according to law. All incentive objects of the company promise that if the company does not comply with the granted rights and interests or the ownership arrangement of rights and interests due to false records, misleading statements or major omissions in the information disclosure documents, the incentive objects shall return all the benefits obtained from the incentive plan to the company after the relevant information disclosure documents are confirmed to have false records, misleading statements or major omissions.
hot tip
1、 The incentive plan is in accordance with the company law of the people's Republic of China, the securities law of the people's Republic of China, the Listing Rules of GEM stocks of Shenzhen Stock Exchange (revised in December 2020), the measures for the administration of equity incentive of listed companies, the self discipline supervision guide No. 1 of GEM listed companies of Shenzhen Stock Exchange - business handling, and other relevant laws and regulations Formulation of the articles of association and Suzhou Ta&A Ultra Clean Technology Co.Ltd(300390) normative documents.
2、 The incentive tool adopted in this incentive plan is restricted stock (the second type of restricted stock). The source of stock is Suzhou Ta&A Ultra Clean Technology Co.Ltd(300390) (hereinafter referred to as "the company" or "the company") to issue A-share common stock to the incentive object.
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 shares issued by the company in batches at the grant price, and these shares will be registered with 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.
3、 The total amount of restricted shares to be granted to the incentive objects in the incentive plan is 7.2 million shares, accounting for 1.24% of the total share capital of the company at the time of announcement of the draft incentive plan. Among them, 6.3 million restricted shares were granted for the first time, accounting for 1.08% of the company's total share capital of 582880538 shares when the draft incentive plan was announced, and the part granted for the first time accounted for 87.50% of the total equity granted this time; 900000 shares are reserved, accounting for 0.15% of the company's total share capital of 582880538 shares at the time of announcement of the draft incentive plan, and the reserved part accounts for 12.50% of the total equity granted this time.
The total number of underlying shares involved in all equity incentive plans of the company within the validity period does not exceed 20% of the total share capital of the company. The shares of the company granted by any incentive object in the incentive plan through all the equity incentive plans within the validity period shall not exceed 1% of the total share capital of the company when the incentive plan is submitted to the general meeting of shareholders for deliberation.
4、 The grant price of some restricted shares granted in the incentive plan for the first time is 70.39 yuan / share. The grant price of reserved part of restricted shares is the same as that of the first grant of some restricted shares.
From the date of announcement of the draft incentive plan to the date when the incentive object completes the ownership registration of restricted shares, if the company has matters such as conversion of capital reserve into share capital, distribution of stock dividends, division or reduction of shares, allotment of shares, dividend distribution, etc., the grant price or quantity of restricted shares will be adjusted accordingly in accordance with the relevant provisions of the incentive plan. 5、 The total number of incentive objects granted by the incentive plan for the first time is 123, including the middle-level managers and core technical (business) backbone of the company (including branches and holding subsidiaries, the same below) when the company announces the incentive plan.
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 duration 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.
6、 The validity period of this incentive plan shall be no more than 60 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.
7、 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:
1. The financial and accounting 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;
2. The internal control of the financial report of the latest 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, 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.
8、 The incentive objects participating in the incentive plan do not include the company's supervisors and independent directors. Shareholders or actual controllers who individually or jointly hold more than 5% of the company's shares and their spouses, parents and children do not participate in the incentive plan. The incentive object complies with the provisions of Article 8 of the measures for the administration of equity incentive of listed companies and article 8.4.2 of the rules for the listing of shares on the gem of Shenzhen Stock Exchange (revised in December 2020), and there are no following circumstances that may not be the incentive object:
1. Being identified as an inappropriate candidate by the stock exchange within the last 12 months;
2. In the last 12 months, it has been identified as an inappropriate candidate by the CSRC and its dispatched offices;
3. 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;
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 the equity incentive of listed companies according to laws and regulations;
6. Other circumstances recognized by the CSRC.
9、 The company promises not to provide loans or any other form of financial assistance for the incentive object to obtain relevant restricted shares in accordance with the incentive plan, including providing guarantee for its loans.
10、 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 will 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.
11、 The incentive plan can be implemented only after being deliberated and approved by the general meeting of shareholders of the company.
12、 Within 60 days from the date when the general meeting of shareholders deliberates and approves the incentive plan, the company will convene the board of directors to grant and announce the incentive objects in accordance with relevant regulations.
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.
13、 The implementation of this incentive plan will not result in the equity distribution not meeting the requirements of listing conditions.
catalogue
Declare that 2 special tips Chapter 1 interpretation Chapter II purpose and principle of this incentive plan Chapter III Management Organization of this incentive plan Chapter IV determination basis and scope of incentive objects Chapter V incentive sources, quantity and distribution of restricted stocks Chapter VI validity period, grant date, ownership arrangement and lock up period of this incentive plan Chapter VII grant price of restricted shares and determination method of grant price Chapter VIII vesting and vesting conditions of restricted shares Chapter IX adjustment methods and procedures of restricted stock incentive plan Chapter 10 accounting treatment of restricted stocks Chapter XI implementation procedures of restricted stock incentive plan 22 Chapter XII respective rights and obligations of the company / incentive object 25 Chapter XIII handling of changes in the company / incentive object twenty-seven
Chapter XIV Supplementary Provisions twenty-nine
Chapter I interpretation
Unless otherwise specified, the following words and expressions have the following meanings in this article: Suzhou Ta&A Ultra Clean Technology Co.Ltd(300390) , the company, the company and refer to Suzhou Ta&A Ultra Clean Technology Co.Ltd(300390) listed company
This incentive plan refers to the Suzhou Ta&A Ultra Clean Technology Co.Ltd(300390) 2022 restricted stock incentive plan
Restricted shares and class II restrictions refer to the shares of the company obtained and registered by incentive objects who meet the grant conditions of the incentive plan after meeting the corresponding attribution conditional shares
Incentive objects refer to the middle-level managers and core technical (business) backbone of the company who obtain 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
Validity period refers to the period 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
Attribution refers to the behavior of a listed company to register its shares in the account of the incentive object after the restricted stock incentive object meets the benefit conditions
Attribution conditions refer to the benefit conditions set up by the restricted stock incentive plan, and the incentive object is to obtain the incentive stock
Vesting date refers to the date on which the authorized shares are registered after the restricted stock incentive object meets the benefit conditions. It must be the trading day
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
Listing Rules refers to the Shenzhen Stock Exchange GEM Listing Rules (revised in December 2020)
Self regulatory guide No. 1 refers to the self regulatory guide No. 1 - business handling of companies listed on the gem of Shenzhen Stock Exchange
Articles of association means the Suzhou Ta&A Ultra Clean Technology Co.Ltd(300390) articles of association
CSRC refers to the China Securities Regulatory Commission
Stock exchange refers to Shenzhen Stock Exchange
Yuan and 10000 yuan refer to RMB yuan and 10000 yuan
Note: 1. Unless otherwise specified, the financial data and financial indicators quoted in this draft refer to the financial data in the consolidated statement and the financial indicators calculated based on such financial data.
2. In this draft, the difference in the mantissa between the sum of some total numbers and each detailed number is caused by rounding.
Chapter II purpose and principle of the 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 middle-level managers and core technology (business) backbone, effectively combine the interests of shareholders, the company and the personal interests of the core team, and make all parties 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, this incentive plan is formulated in accordance with the company law, securities law, administrative measures, listing rules, self regulatory guide No. 1 and other relevant laws, regulations and normative documents, as well as the provisions of the articles of association.
Chapter III Management Organization of the incentive plan
1、 As the highest authority of the company, the general meeting of shareholders is responsible for reviewing and approving the implementation, change and termination of the incentive plan. The general meeting of shareholders may authorize the board of directors to handle some matters related to the incentive plan within its authority.
2、 The board of directors is responsible for the implementation of the incentive plan. The remuneration and assessment committee under the board of directors is responsible for formulating and revising the incentive plan and submitting it to the board of directors for deliberation. After the board of directors deliberates and approves the incentive plan, it shall be submitted to the general meeting of shareholders for deliberation. The board of directors may handle other relevant matters of the incentive plan within the scope authorized by the general meeting of shareholders.
3、 The board of supervisors and independent directors are the supervisory bodies of the incentive plan and shall express their opinions on whether the incentive plan is conducive to the sustainable development of the company and whether there is any situation that obviously damages the interests of the company and all shareholders. The board of supervisors shall supervise whether the implementation of the incentive plan complies with relevant laws, regulations, normative documents and the business rules of the stock exchange, and be responsible for reviewing the list of incentive objects. Independent directors will solicit entrusted voting rights from all shareholders for this incentive plan.
If the company changes the equity incentive plan before it is deliberated and approved by the general meeting of shareholders, the independent directors and the board of supervisors shall issue a notice on whether the changed plan is conducive to the sustainable development of the company and whether there is any obvious damage to the interests of the company and all shareholders
