Restricted stock incentive plan in 2022
(Revised Draft) summary
Zhejiang Tiantie Industry Co.Ltd(300587)
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 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 (revised in December 2020), the self regulatory guide for companies listed on the gem of Shenzhen Stock Exchange No. 1 – business handling and other relevant laws Regulations, normative documents and relevant provisions of the Zhejiang Tiantie Industry Co.Ltd(300587) articles of association.
2、 The incentive tool adopted in this incentive plan is class I restricted stock (hereinafter referred to as “restricted stock”). The stock source is the company’s A-share common stock issued by Zhejiang Tiantie Industry Co.Ltd(300587) (hereinafter referred to as “the company” or “the company”) to the incentive object.
3、 The total number of restricted shares to be granted to the incentive objects in the incentive plan is 5 million shares, accounting for about 0.80% of the total capital stock of the company at the time of announcement of the incentive plan (since the company is in the stock conversion period of convertible corporate bonds, the total capital stock referred to in the incentive plan is the number of shares as of February 15, 2022, the same below). Among them, 4.1 million restricted shares were granted for the first time, accounting for about 0.65% of the total share capital of the company at the time of announcement of the incentive plan and 82.00% of the total equity granted this time; 900000 shares are reserved, accounting for about 0.14% of the total share capital of the company at the time of announcement of the incentive plan and 18.00% 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 at the time of announcement of the incentive plan. When the total amount of shares of the company that have not passed the announcement of the incentive plan exceeds 1% of the total share capital of the company in the effective period of the incentive plan.
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 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 restricted shares granted will be adjusted accordingly in accordance with the provisions of the incentive plan.
4、 The grant price of restricted shares granted for the first time in the incentive plan is 9.21 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 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 grant price of restricted shares will be adjusted accordingly according to the incentive plan.
5、 The total number of incentive objects to be granted for the first time in this incentive plan is 71, including directors, senior managers, core managers and core technical (business) personnel (excluding independent directors and supervisors) working in the company (including subsidiaries, the same below).
6、 The validity period of the incentive plan shall be from the date of completion of the registration of the grant of restricted shares to the date of completion of all the restricted shares granted to the incentive object, and the maximum period shall not exceed 51 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 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 fund source of the incentive object of this incentive plan is the self raised fund of the incentive object. The company promises not to provide loans or any other form of financial assistance for the incentive object to obtain relevant restricted shares under the 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 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 time, announce the termination of the implementation of the incentive plan, and the non granted restricted shares shall become invalid. However, according to the measures for the administration of equity incentive of listed companies and other relevant laws and regulations, the period during which a listed company may not grant rights and interests shall not be counted within 60 days.
13、 The implementation of this incentive plan will not result in the company’s equity distribution not meeting the requirements of listing conditions.
catalogue
Chapter I 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 source, quantity and distribution of restricted shares 12 Chapter VI validity period, grant date, restriction period, lifting of restriction arrangement and lock up period of this incentive plan Chapter VII grant price of restricted shares and determination method of grant price Chapter VIII grant and release of restricted shares Chapter IX adjustment methods and procedures of this incentive plan Chapter 10 accounting treatment of restricted stocks 26 Chapter XI handling of changes in the company / incentive object Chapter XII principle of restricted stock repurchase 33 Chapter XIII Supplementary Provisions thirty-six
Chapter I interpretation
Unless otherwise specified, the following words have the following meanings in this document: Zhejiang Tiantie Industry Co.Ltd(300587) , the company, the company refers to the company’s incentive plan, the plan, the restricted stock incentive plan of 2022, the restricted stock incentive plan of category I, and the conditions and prices specified by the company according to the incentive plan, The company’s shares with a certain number of institutional shares granted to the incentive object shall be subject to a certain period of restricted sale period, and the restricted sale and circulation can be lifted only after the conditions for lifting the restricted sale specified in the incentive plan are met
In accordance with the provisions of this incentive plan, the directors, senior managers, directors, core managers and core technical (business) personnel of the company who obtain restricted shares (excluding independent directors and supervisors)
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
The term of validity refers to the period from the date when the registration of the grant of restricted shares is completed to the date when all the restricted shares granted to the incentive object are lifted or repurchased
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
Listing Rules refers to the Shenzhen Stock Exchange GEM Listing Rules (revised in December 2020)
The self regulatory 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 Zhejiang Tiantie Industry Co.Ltd(300587) articles of association
CSRC refers to the China Securities Regulatory Commission
Stock exchange refers to Shenzhen Stock Exchange
Securities Depository and Clearing Corporation refers to Shenzhen Branch of China Securities Depository and Clearing Corporation Limited
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 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 part of the total and each detail in the plan, it is caused by rounding.
Chapter II purpose and principle of the incentive plan
In order to further improve the corporate governance structure, establish and improve the company’s long-term incentive and restraint mechanism, attract and retain professional management talents and core technology (business) backbone, fully mobilize their enthusiasm and creativity, effectively improve the cohesion of the core team and the core competitiveness of the enterprise, and effectively combine the interests of shareholders, the company and the core team, Enable all parties to pay common attention to the long-term development of the company and ensure the realization of the company’s development strategy and business objectives. On the premise of fully protecting the interests of shareholders, in accordance with the principle of equal income and contribution, and in accordance with relevant laws, regulations and normative documents such as the company law, the securities law, the administrative measures, the listing rules, the guide to self regulatory supervision and the provisions of the articles of association, Develop this incentive plan.
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 plan (hereinafter referred to as the “incentive plan”) shall be reviewed and approved by the board of directors, and shall be submitted to the board of directors for review and approval. The board of directors may handle matters related to 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.
4、 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 express independent opinions on whether the changed plan is conducive to the sustainable development of the company and whether there is obvious damage to the interests of the company and all shareholders.
Before the company grants rights and interests to the incentive object, the independent directors and the board of supervisors shall express clear opinions on the conditions for the incentive object to be granted rights and interests set in the equity incentive plan. If the rights granted by the company to the incentive object are different from the arrangement of the incentive plan, the independent directors and the board of supervisors (when the incentive object changes) shall express clear opinions at the same time.
Before the incentive objects exercise their rights and interests, the independent directors and the board of supervisors shall express clear opinions on whether the conditions for the incentive objects to exercise their rights and interests set in the equity incentive plan have been met.
Chapter IV determination basis and scope of incentive objects
1、 Determination basis of incentive object
(I) legal basis for determining incentive objects
The incentive objects of the incentive plan are determined in accordance with the company law, securities law, administrative measures, listing rules and other relevant laws, regulations, normative documents and the articles of association, and in combination with the actual situation of the company.
