Securities abbreviation: Hongbo Co.Ltd(002229) securities code: 002229 Hongbo Co.Ltd(002229)
Restricted stock incentive plan for 2022
February, 2002
statement
The company and all members of the board of directors and the board of supervisors guarantee that the incentive plan and its summary are true, accurate and complete without false records, misleading statements or major omissions.
hot tip
1、 The restricted stock incentive plan for Hongbo Co.Ltd(002229) 2022 (hereinafter referred to as “the incentive plan”) is implemented by Hongbo Co.Ltd(002229) (hereinafter referred to as ” Hongbo Co.Ltd(002229) “, “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 other relevant laws, administrative regulations and normative documents, And the articles of association.
2、 The incentive form adopted in this incentive plan is restricted stock. The stock source is the company’s RMB A-share common stock repurchased from the secondary market.
3、 The number of restricted shares to be granted to the incentive objects in the incentive plan is 5155500 shares, accounting for about 1.03% of the total share capital of the company on the date of publication of the draft incentive plan. Among them, 4150000 restricted shares were granted for the first time, accounting for about 0.83% of the company’s total share capital of 4983442630 shares on the date of publication of the draft incentive plan, and about 80.50% of the total number of restricted shares to be granted in the incentive plan; 1005550 restricted shares are reserved for grant, accounting for about 0.20% of the total share capital of 4983442630 shares on the date of publication of the draft incentive plan, and about 19.50% of the total number of restricted shares to be granted in the incentive plan.
As of the date of publication of the draft incentive plan, the total number of subject shares involved in the equity incentive plan within the whole validity period of the company has not exceeded 10.00% 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 1.00% of the total share capital of the company.
4、 A total of 21 incentive objects are granted for the first time in the incentive plan, including directors, senior managers and core backbone personnel who worked in the company (including subsidiaries, the same below) when the company announced the incentive plan. Excluding Hongbo Co.Ltd(002229) 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 plan is approved by the general meeting of shareholders but are included in the incentive plan during the duration of the plan, which shall be determined within 12 months after the plan is considered 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.
5、 The grant price of restricted shares granted to the incentive object for the first time in the incentive plan is 3.27 yuan / share. During the period from the date of announcement of the incentive plan to the completion of the restricted stock registration of the incentive object, if the company has matters such as conversion of capital reserve into share capital, distribution of stock dividends, dividend distribution, share subdivision or reduction, allotment and so on, the grant price and number of rights and interests of restricted shares will be adjusted accordingly according to the incentive plan.
6、 The validity period of this incentive plan is from the date of granting restricted shares to the date when all restricted shares granted to the incentive object are lifted or repurchased, and the maximum period shall not exceed 36 months.
7、 The restricted shares granted for the first time in the incentive plan will be released from the restriction in two phases after 12 months from the date of grant, and the proportion of releasing the restriction in each phase is 50% and 50% respectively; After 12 months from the grant date of some reserved restricted shares, the sales restrictions of reserved restricted shares shall be lifted in two phases, and the proportion of lifting the restrictions in each phase shall be 50% and 50% respectively.
The company level performance assessment objectives of the restricted shares granted are shown in the table below:
Performance assessment objectives during the lifting of sales restrictions
The first release period is based on the company’s operating income in 2020, and the growth rate of operating income of restricted shares granted for the first time in 2022 is not less than 15%.
The second sales restriction lifting period is based on the company’s operating revenue in 2020, and the growth rate of operating revenue in 2023 will not be less than 20%.
The first release period is based on the company’s operating income in 2020, and the growth rate of operating income of restricted shares reserved for grant in 2022 shall not be less than 15%.
The second sales restriction lifting period is based on the company’s operating revenue in 2020, and the growth rate of operating revenue in 2023 will not be less than 20%.
Note: the above “operating income” refers to the audited operating income of the listed company.
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 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.
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) 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.
10、 Hongbo Co.Ltd(002229) commitment: the company will not provide loans and other forms of financial assistance for any incentive object to obtain relevant rights and interests according to the incentive plan, including providing guarantee for its loans.
11、 Hongbo Co.Ltd(002229) 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 deliberated and approved by the general meeting of shareholders of the company, the company will convene the board of directors to grant rights and interests to the incentive objects in accordance with relevant regulations within 60 days (if there are conditions for granting rights and interests, calculated from the achievement of the conditions), and complete the 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 and the self regulatory guide for listed companies of Shenzhen Stock Exchange No. 1 – business handling, 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 2 special tips Chapter 1 interpretation Chapter II purpose of this incentive plan Chapter III Management Organization of this incentive plan Chapter IV determination basis and scope of incentive objects Chapter V Rights and interests to be granted under this incentive plan Chapter VI list of incentive objects and distribution of rights and interests to be granted Chapter VII validity period, grant date, sales restriction period, lifting of sales restriction arrangement and lock up period Chapter VIII grant price and determination method of restricted shares Chapter IX grant and release of restricted shares Chapter 10 adjustment methods and procedures of this incentive plan Chapter XI accounting treatment of restricted stocks Chapter XII implementation, grant, release, change and termination procedures of the incentive plan 26 Chapter XIII other rights and obligations of the company / incentive object 29 chapter XIV handling of the incentive plan in case of changes in the company / incentive object Chapter 15 repurchase and cancellation of restricted shares 34 Chapter 16 Supplementary Provisions thirty-six
Chapter I interpretation
Unless otherwise specified, the following words have the following meanings in this article:
Interpretation item interpretation content
The company, the company and Hongbo Co.Ltd(002229) refer to Hongbo Co.Ltd(002229)
Restricted stock incentive plan, this incentive plan and this plan refer to Hongbo Co.Ltd(002229) 2022 restricted stock incentive plan
Restricted shares refer to the shares of the company whose transfer and other rights are restricted according to the conditions specified in the incentive plan
The incentive objects (including the key personnel of the company) refer to the incentive objects of the core directors and senior managers of the company in accordance with the provisions of the 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 determined by the company when granting restricted shares to the incentive object and the incentive object obtains the shares of the company
The term of validity refers to the period from the date of grant of restricted shares to the date when all restricted shares are lifted or repurchased and cancelled
If the conditions for the incentive object to exercise rights and interests set in the incentive plan have not been met, the restricted sale period refers to the period during which the restricted shares cannot be transferred, used for guarantee or debt repayment, which shall be calculated from the date when the incentive object is granted restricted shares and completes the registration
The period of lifting the restriction on sale refers to the period during which the restricted shares held by the incentive object are lifted and can be listed and circulated after the conditions for lifting the restriction on sale 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
Remuneration Committee refers to the remuneration and assessment committee of the board of directors of the company
CSRC refers to the China Securities Regulatory Commission
Stock exchange refers to Shenzhen Stock Exchange
China Securities Depository and Clearing Corporation refers to Shenzhen Branch of China Securities Depository and Clearing Corporation Limited
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
Management measures
