Securities code: 688408 securities abbreviation: Arctech Solar Holding Co.Ltd(688408) Announcement No.: 2022-007 Arctech Solar Holding Co.Ltd(688408)
2022 restricted stock incentive plan (Draft) summary announcement
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents. Important content tips:
Equity incentive methods: class I restricted stocks and class II restricted stocks
Share source: the company issues A-share common stock to the incentive object
Total equity of equity incentive and total number of underlying shares involved: the restricted stock incentive plan (Draft) Arctech Solar Holding Co.Ltd(688408) 2022 (hereinafter referred to as “the incentive plan” or “the plan”) plans to grant a total of 1860700 shares of equity to incentive objects, accounting for about 1.37% of the total share capital of the company on the announcement date of the draft incentive plan, Among them, 1521500 rights and interests (class II restricted shares) were granted for the first time, accounting for about 1.12% 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 81.77% of the total rights and interests to be granted under the incentive plan; 339200 reserved granted rights and interests (class I restricted shares or class II restricted shares), accounting for about 0.25% of the total share capital of the company at the time of announcement of the draft incentive plan, and the reserved part accounts for 18.23% of the total rights and interests to be granted in the incentive plan.
1、 Purpose of equity incentive plan
In order to further establish and improve the company’s long-term incentive and restraint mechanism, attract and retain excellent talents, fully mobilize the enthusiasm of the company’s core team, effectively combine the interests of shareholders, the company and the personal interests of the core team, and enable all parties to jointly pay attention to and promote the long-term development of the company, on the premise of fully protecting the interests of shareholders, According to the principle of equal incentives and constraints, According to the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), the measures for the administration of equity incentive of listed companies (hereinafter referred to as the “administrative measures”), and the Listing Rules of Shanghai Stock Exchange on the science and Innovation Board (hereinafter referred to as the “Listing Rules”) This incentive plan is formulated in accordance with the provisions of the self regulatory guide No. 4 – disclosure of equity incentive information of listed companies on the science and Innovation Board (hereinafter referred to as the “regulatory guide No. 4”) and other relevant laws, regulations and normative documents, as well as the Arctech Solar Holding Co.Ltd(688408) articles of Association (hereinafter referred to as the “articles of association”).
As of the announcement date of this incentive plan, the company has no other equity incentive system arrangements being implemented for directors, senior managers, core technicians and core backbone personnel.
2、 Equity incentive method and source of underlying stock
(I) equity incentive method
The incentive tools adopted in this incentive plan are class I restricted stocks and class II restricted stocks.
The class I restricted shares granted to the incentive objects that meet the conditions for the grant of this incentive plan will enjoy the due shareholders’ rights after being registered by China Securities Depository and Clearing Co., Ltd. Shanghai Branch, including but not limited to dividend rights, allotment rights, voting rights, etc.
After meeting the corresponding vesting conditions, the second type of restricted shares granted to the incentive objects who meet the vesting conditions of the incentive plan will obtain the additional A-share common shares issued by the company in batches at the vesting price during the vesting period. These shares will be registered in China Securities Depository and Clearing Co., Ltd. Shanghai branch, and will enjoy the due shareholder rights after being registered by the registration and Clearing Company, Including but not limited to dividend rights, allotment rights, voting rights, etc; The second type of restricted shares granted to incentive objects do not enjoy the rights of shareholders of the company before they are vested.
The restricted shares granted to the incentive object shall not be transferred, used for guarantee or debt repayment before the restriction / ownership is lifted.
(II) source of underlying stock
The source of the underlying stock involved in this incentive plan is the company’s directional issuance of A-share common stock to the incentive object.
3、 Number of rights and interests to be granted under the equity incentive plan
The incentive plan intends to grant a total of 1860700 shares of equity to the incentive objects, accounting for about 1.37% of the total share capital of the company on the announcement date of the draft incentive plan, including 1521500 shares of equity (class II restricted shares) granted for the first time, accounting for about 1.12% of the total share capital of the company at the announcement date of the draft incentive plan, The first grant accounts for 81.77% of the total equity to be granted under the incentive plan; 339200 reserved granted rights and interests (class I restricted shares or class II restricted shares), accounting for about 0.25% of the total share capital of the company at the time of announcement of the draft incentive plan, and the reserved part accounts for 18.23% of the total rights and interests to be granted in the incentive plan.
As of the announcement date 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 20.00% of the total share capital of the company. The cumulative number of shares of the company granted by any incentive object in the incentive plan through all equity incentive plans within the validity period does not exceed 1.00% of the total share capital of the company.
From the date of announcement of the draft incentive plan to the completion of the registration of the first type of restricted shares granted to the incentive object or the vesting registration of the second type of restricted shares granted to the incentive object, in case of capital reserve conversion to share capital, distribution of stock dividends, share splitting, allotment or reduction, the number of restricted shares will be adjusted accordingly according to the incentive plan.
4、 Determination basis and scope of incentive objects and the number of rights and interests granted to them
(I) basis for determining incentive objects
1. Legal basis for determining incentive objects
The incentive objects granted by the incentive plan are determined in accordance with the company law, securities law, administrative measures, listing rules, regulatory guide No. 4 and other relevant laws, regulations, normative documents and the articles of association, and in combination with the actual situation of the company.
2. Job basis for determining incentive objects
The incentive objects involved in this incentive plan are directors, senior managers, core technicians and core management (Technology / business) backbones of the company (including branches and subsidiaries, the same below). The above incentive objects are managers and technical (business) backbone who have a direct impact on the company’s business performance and future development, which is in line with the purpose of this incentive plan. For the personnel who meet the scope of incentive objects of the incentive plan, the salary and assessment committee of the company shall draw up a list, which shall be verified and determined by the board of supervisors of the company.
(II) total number and proportion of incentive objects
The incentive objects of this incentive plan include:
1. Directors;
2. Senior management;
3. Core technical personnel;
4. Core management (Technology / business) backbone.
The above incentive objects do not include the company’s independent directors, supervisors, shareholders who individually or jointly hold more than 5% of the shares of the listed company, the actual controllers of the listed company and their spouses, parents, children and foreign employees. Among the above incentive objects, directors must be elected by the general meeting of shareholders of the company, and senior managers must be appointed by the board of directors of the company. All incentive objects must have employment or labor relations with the company (including branches and subsidiaries) when the company grants restricted shares and within the assessment period specified in the incentive plan.
The total number of incentive objects to be granted in the incentive plan for the first time is 156, accounting for about 13.31% of the total number of 1172 employees of the company (as of December 31, 2021).
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. After the proposal of the board of directors, the explicit opinions of the independent directors and the board of supervisors, the professional opinions of lawyers and the legal opinions are issued, the company shall timely disclose the relevant information of the current incentive object as required. If the incentive object is not specified for more than 12 months, the reserved rights and interests shall become invalid. The criteria for determining the reserved incentive object shall be determined with reference to the criteria for the first award.
(III) distribution of granted rights and interests of incentive objects
The incentive plan intends to grant 1521500 class II restricted shares to the incentive objects for the first time, accounting for 1.12% of the total share capital of the company at the time of announcement of the draft incentive plan and 81.77% of the total equity to be granted in the incentive plan. The distribution of the equity granted for the first time among the incentive objects is shown in the following table:
Granted interests in this grant rights in this grant
Incentive plan grant incentive plan draft Name Nationality number of job benefits
Ratio of total equity to company shares on the announcement date (10000 shares)
Proportion of the total amount of this example
1、 Directors, senior managers and core technicians (5 in total)
Yu pengxiao Chinese core technicians 1.80 0.97% 0.01%
Wang Minjie Chinese core technicians 4.03 2.17% 0.03%
Zhiweimin Chinese core technicians 3.00 1.61% 0.02%
Zhang Chunqing Chinese core technicians 3.00 1.61% 0.02%
Li Hongjun: Chinese core technicians 3.00 1.61% 0.02%
2、 Core management (Technology / business) backbone (137.32% in total, 73.80% 1.01%)
151 persons)
3、 Reserved granted equity 33.92 18.23% 0.25%
Total 186.07 100% 1.37%
Note: (1) the cumulative number of shares of the company granted by any of the above incentive objects through the equity incentive plan within the whole validity period does not exceed 1.00% of the total share capital of the company. The total number of subject shares involved in all effective incentive plans of the company shall not exceed 20.00% of the total share capital of the company when the equity incentive plan is submitted to the general meeting of shareholders.
(2) The incentive objects granted for the first time in the plan do not include independent directors, supervisors, shareholders who individually or jointly hold more than 5% of the shares of the listed company, actual controllers of the listed company and their spouses, parents, children and foreign employees.
(3) Before the grant of restricted shares, if the incentive object leaves office or voluntarily gives up the granted rights and interests for personal reasons, the board of directors shall adjust the number of grants accordingly, adjust the share of rights and interests abandoned by the incentive object to the reserved part or distribute among the incentive objects, but the proportion of reserved rights and interests after adjustment shall not exceed 20.00% of the number of rights and interests to be granted in the incentive plan, The shares of the company granted to any incentive object through the equity incentive plan within the validity period shall not exceed 1.00% of the total share capital of the company.
(4) The incentive objects of the reserved part shall be determined within 12 months after the incentive plan is considered and approved by the general meeting of shareholders. After the proposal of the board of directors, the explicit opinions of the independent directors and the board of supervisors, the professional opinions of lawyers and the legal opinions are issued, the company shall disclose the relevant information of the incentive objects in a timely manner on the designated website as required. If the incentive object is not specified for more than 12 months, the reserved rights and interests shall become invalid. (IV) verification of incentive objects
1. After the incentive plan is reviewed and approved by the board of directors, the company will publicize the names and positions of incentive objects internally for a period of no less than 10 days.
2. The board of supervisors of the company will review the list of incentive objects, fully listen to the publicity opinions, and disclose the explanation of the board of supervisors on the review and publicity of the list of incentive objects five days before the general meeting of shareholders of the company deliberates the incentive plan. The list of incentive objects adjusted by the board of directors of the company shall also be verified by the board of supervisors of the company.
(V) during the implementation of the equity incentive plan, if the incentive object is not allowed to become the incentive object as stipulated in the management measures and the incentive plan, the incentive object shall not be granted restricted shares. The first type of restricted shares granted but not lifted shall be repurchased and cancelled by the company according to the grant price; The class II restricted shares that have been granted but have not been vested shall not be vested and shall be invalidated.
5、 Relevant schedule of this incentive plan
(I) validity period, grant date, ownership arrangement and lock up period of the first grant of rights and interests
1. Period of validity
The validity period of the first grant of rights and interests is from the date of the first grant of class II restricted shares to the date of the ownership or invalidation of the class II restricted shares granted to the incentive object for the first time, which shall not exceed 48 months.
2. Grant date
The grant date shall be determined by the board of directors of the company after the incentive plan is deliberated by the general meeting of shareholders of the company, and the grant date must be the trading day. The company will convene the board of directors within 60 days after the incentive plan is deliberated and approved by the general meeting of shareholders (if there are conditions for granting rights and interests, it shall be calculated from the achievement of the conditions) according to relevant regulations, grant the second type of restricted shares to the incentive object for the first time and complete the announcement. If the company fails to complete the above work within 60 days, it shall disclose the reasons for the failure in time and announce the termination of the incentive plan. According to the administrative measures, the period during which rights and interests cannot be granted shall not be counted within 60 days.
3. Attribution arrangement
The class II restricted shares granted for the first time in the incentive plan shall be vested in several times according to the agreed proportion 12 months after the grant date and after the incentive object meets the corresponding attribution conditions. The attribution date must be the trading day within the validity period of the incentive plan, and shall not be vested in the following periods:
(1) Within 30 days before the announcement of the company’s periodic report, if the announcement date of the annual report and semi annual report is delayed due to special reasons, it shall be calculated from 30 days before the original scheduled announcement date to 1 day before the announcement;
(2) Company performance forecast and fast performance
