Securities code: 300846 securities abbreviation: Capitalonline Date Service Co.Ltd(300846)
Capitalonline Date Service Co.Ltd(300846)
Restricted stock incentive plan for 2022
(Draft)
Capitalonline Date Service Co.Ltd(300846)
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 measures for the administration of equity incentive of listed companies, the rules for the listing of shares on the gem of Shenzhen Stock Exchange, No. 1 self regulatory guide for companies listed on the gem of Shenzhen Stock Exchange – business handling, and other relevant laws and regulations Normative documents and the Capitalonline Date Service Co.Ltd(300846) articles of association.
2、 The incentive tool adopted in this incentive plan is restricted stock (the second type of restricted stock). The source of stock is Capitalonline Date Service Co.Ltd(300846) (hereinafter referred to as “the company” or “the company”) to issue A-share common stock to the incentive object.
3、 The total amount of restricted shares to be granted under the incentive plan shall not exceed 20 million shares, accounting for about 4.86% of the total share capital of the company at the time of announcement of the draft incentive plan. Among them, 16 million shares were granted for the first time, accounting for about 3.89% of the total share capital of the company at the time of announcement of the draft incentive plan, and the part granted for the first time accounted for 80.00% of the total equity granted this time; 4 million shares are reserved, accounting for about 0.97% of the total share capital of the company at the time of announcement of the draft incentive plan, and the reserved part accounts for 20.00% of the total equity granted this time.
As of the announcement date of the draft incentive plan, the company’s 2020 restricted stock incentive plan still has 1.25 million restricted shares within the validity period, and the company’s 2021 restricted stock incentive plan still has 8 million restricted shares within the validity period. Together with 20 million restricted shares to be granted in this incentive plan, the total number of restricted shares is 29.25 million, Accounting for about 7.11% of the total share capital of the company on the announcement date of the draft incentive plan.
As of the announcement of the draft incentive plan, the total number of subject shares involved in all equity incentive plans within the validity period of the company has not exceeded 20% 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 all equity incentive plans within the validity period shall not exceed 1% of the total share capital of the company.
4、 The grant price of restricted shares granted for the first time in the incentive plan is 13.00 yuan / share. From the date of the announcement of the draft incentive plan to the vesting of the restricted shares granted to the incentive object, if the company has matters such as the 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 number 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 this incentive plan for the first time is 112, which are directors, senior managers and core technical (business) personnel who worked in the company (including subsidiaries and holding subsidiaries, the same below) when the company announced this 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 72 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:
(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. 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, and there are no following circumstances that may not be the incentive object:
The candidate is not recognized as appropriate 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 of the people’s Republic of China;
(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 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 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 in accordance with relevant regulations to grant the incentive object for the first time and complete the announcement and other relevant procedures. If the company fails to complete the above work within 60 days, it shall timely disclose the termination of the incentive plan, and the non granted restricted shares shall become invalid.
The reserved part shall be granted within 12 months after the incentive plan is reviewed and approved by the general meeting of shareholders of the company.
13、 The implementation of this incentive plan will not result in the company’s equity distribution not meeting the requirements of listing conditions.
catalogue
Declare that 2 special tips 3 chapter I interpretation Chapter II purpose and principles of this incentive plan Chapter III Management Organization of this incentive plan Chapter IV determination basis and scope of incentive objects Chapter V incentive methods, 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 26 Chapter XII respective rights and obligations of the company / incentive object 29 Chapter 13 handling of changes in the company / incentive object 31 chapter XIV Supplementary Provisions thirty-three
Chapter I interpretation
Unless otherwise specified, the following words have the following meanings in this article: Capitalonline Date Service Co.Ltd(300846) , the company, the company and the listed company refer to Capitalonline Date Service Co.Ltd(300846)
This incentive plan refers to the Capitalonline Date Service Co.Ltd(300846) 2022 restricted stock incentive plan
Restricted shares and class II restricted shares 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 conditions
Incentive objects refer to the directors, senior managers and core technical (business) personnel 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 that the listed company registers the shares in the account of the incentive object after the 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 when the granted shares are registered after the 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 Listing Rules of Shenzhen Stock Exchange gem
The business handling guide refers to the self regulatory guide for companies listed on the gem of Shenzhen Stock Exchange No. 1 – business handling
Articles of association means the Capitalonline Date Service Co.Ltd(300846) articles of association
CSRC refers to the China Securities Regulatory Commission
Stock exchange refers to Shenzhen Stock Exchange
Yuan means RMB yuan
Note: 1. Unless otherwise specified, the financial data and financial indicators quoted in this incentive plan refer to the financial data in the consolidated statement and the financial indicators calculated based on such financial data. 2. If there is any difference in the mantissa between the sum of some total numbers and each detailed number in the incentive plan, it is caused by rounding.
Chapter II purpose and principle of the incentive plan
In accordance with the company’s core interests and the principle of long-term incentive and effective protection, the company will establish and improve the core interests of the company, and fully mobilize and retain the team members in accordance with the long-term interests of the company and the core interests of the company, This incentive plan is formulated in accordance with the company law, securities law, administrative measures, listing rules, business handling guidelines 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 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、 Board of supervisors and
