Securities abbreviation: Jack Sewing Machine Co.Ltd(603337) securities code: 603337 Jack Technology Co., Ltd
2022 stock option and restricted stock incentive plan (Revised Draft)
Jack Technology Co., Ltd
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
I The 2022 stock option and restricted stock incentive plan of Jack Technology Co., Ltd. (hereinafter referred to as “the incentive plan”) is implemented by Jack Technology Co., Ltd. (hereinafter referred to as ” Jack Sewing Machine Co.Ltd(603337) ” or “the company”, “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 and the measures for the administration of equity incentive of listed companies And other relevant laws, regulations, normative documents, as well as the articles of association and other relevant provisions.
2、 The incentive plan includes stock option incentive plan and restricted stock incentive plan. The source of the underlying stock is the company’s A-share common stock issued by the company to the incentive object.
3、 The incentive plan plans to grant 9.5 million rights and interests to the incentive objects, involving RMB A-share common shares, accounting for about 2.13% of the company’s total share capital of 44586852 shares on the announcement date of the revised draft of the incentive plan. Among them, 7.714 million were granted for the first time, accounting for about 1.73% of the total share capital of the company on the announcement date of the incentive plan and 81.20% of the total rights and interests to be granted under the incentive plan; 1786000 reserved grants, accounting for about 0.40% of the total share capital of the company on the announcement date of the incentive plan and about 18.80% of the total rights and interests to be granted in the incentive plan. The reserved part does not exceed 20% of the total equity to be granted this time. The details of the grant are as follows:
(I) stock option incentive plan: the company plans to grant 4.75 million stock options to the incentive objects, involving RMB A-share ordinary shares, accounting for about 1.07% of the total share capital of the company on the announcement date of the revised draft of the incentive plan. Among them, 3857000 stock options were granted for the first time, accounting for about 0.87% of the total share capital of the company on the announcement date of the incentive plan and 81.20% of the total number of stock options to be granted in the incentive plan; 893000 stock options are reserved for grant, accounting for about 0.20% of the total share capital of the company on the announcement date of the incentive plan and about 18.80% of the total stock options to be granted in the incentive plan. Each stock option granted to the incentive object has the right to purchase one share of the company’s shares at the exercise price within the validity period when the exercise conditions are met.
(II) restricted stock incentive plan: the company plans to grant 4.75 million restricted shares to the incentive objects, involving RMB A-share common shares, accounting for about 1.07% of the total share capital of the company on the announcement date of the revised draft of the incentive plan, of which 3.857 million restricted shares are granted for the first time, accounting for about 0.87% of the total share capital of the company on the announcement date of the incentive plan, Accounting for about 81.20% of the total number of restrictions to be granted under the incentive plan; 893000 restricted shares are reserved for grant, accounting for about 0.20% of the total share capital of the company on the announcement date of the incentive plan and about 18.80% of the total number of restricted shares to be granted in the incentive plan.
During the period from the date of announcement of the revised draft 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 stock options granted for the first time in the incentive plan is 19.38 yuan / share, and the grant price of restricted shares is 12.12 yuan / share.
During the period from the date of announcement of the revised draft 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. 5、 The total number of incentive objects granted by the incentive plan for the first time is 219, which are the directors, senior managers, core managers and professionals who served in the company when the company announced the revised draft of 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.
6、 The validity period of this incentive plan is from the date of the first grant of stock options and the date of completion of the registration of the first grant of restricted shares to the date of completion of the exercise / cancellation of all stock options and the lifting of restrictions on sale / repurchase cancellation of restricted shares, with a maximum of 60 months.
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:
(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 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.
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 there are no following circumstances that may not be the incentive object:
(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.
9、 The company promises not to provide loans or any other form of financial assistance for the incentive object to obtain relevant stock options or restricted shares according to 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 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. 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 the incentive object according to relevant regulations, and complete the announcement, registration and other relevant procedures. If the company fails to complete the above work within 60 days, it shall disclose the reasons for the failure in a timely manner and announce the termination of the implementation of the equity incentive plan. The stock options or restricted shares that have not been granted are invalid. According to the measures for the administration of equity incentive of listed companies and other relevant laws According to the regulations, the period during which a listed company may not grant restricted shares shall not be counted in the above-mentioned 60 day period.
12、 The implementation of this incentive plan will not result in the equity distribution not meeting the listing conditions.
catalogue
Chapter I interpretation Chapter II purpose and principle of implementing incentive plan Chapter III Management Organization of this incentive plan Chapter IV determination basis and scope of incentive objects 9 Chapter V specific contents of this incentive plan Chapter VI implementation procedures of equity incentive plan Chapter VII respective rights and obligations of the company / incentive object 37 Chapter VIII handling of changes in the company / incentive object 39 Chapter IX Supplementary Provisions forty-three
Chapter I interpretation
Unless otherwise specified, the following words have the following meanings in this article:
Jack Sewing Machine Co.Ltd(603337) . The company and the company refer to Jack Technology Co., Ltd
Equity incentive plan and this incentive plan refer to the 2022 stock option and restricted stock incentive plan of Jack Technology Co., Ltd
Stock option refers to the right granted by the company to the incentive object to purchase a certain number of shares of the company at a predetermined price and conditions in a certain period of time in the future
According to the conditions and prices specified in the incentive plan, the company grants the incentive object a certain amount of company shares with restricted stock index. The restricted sale period of such shares is set for a certain period of time. 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 the directors, senior managers, core managers and professionals of the company who obtain stock options and restricted shares in accordance with the provisions of this incentive plan
The grant date refers to the date on which the company grants rights and interests to the incentive object, and the grant date must be the trading day
Waiting period refers to the period between the date of grant of stock option and the date of exercise of stock option
According to the stock option incentive plan, the incentive object exercises the stock option exercise refers to the behavior. In this incentive plan, the exercise is the incentive object’s behavior of purchasing the subject stock according to the conditions set in this incentive plan
The exercisable date refers to the date when the incentive object can start exercising the right. The exercisable date must be the trading day
The exercise price refers to the price at which the incentive object purchases the company’s shares as determined in the incentive plan
Exercise conditions refer to the conditions that must be met by the incentive object to exercise the stock option according to the incentive plan
The grant price refers to the price of each restricted stock granted by the company to the incentive object
The restricted sale period refers to the period during which the restricted shares granted to the incentive object under the incentive plan are prohibited from being transferred, used for guarantee and 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
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 articles of association refers to the articles of association of Jack Technology Co., Ltd
CSRC refers to the China Securities Regulatory Commission
Stock exchange refers to Shanghai Stock Exchange
Yuan means RMB yuan
Note: 1. Unless otherwise specified, the financial data and financial indicators quoted in the revised draft of this draft refer to the financial data in the consolidated statement and the financial indicators calculated based on such financial data.
2. In the revised draft of this draft, if there is any difference in the mantissa between the sum of some total numbers and each detailed number, it is caused by rounding.
Chapter II purpose and principle of implementing incentive plan
In order to further establish and 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 managers, 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 reciprocity of income and contribution, This incentive plan is formulated in accordance with the company law, the securities law, the measures for the administration of equity incentive of listed companies 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 the executive management organization of the incentive plan and is responsible for the implementation of the incentive plan. The board of directors has a remuneration and assessment committee (below)
