Securities code: 688408 securities abbreviation: Arctech Solar Holding Co.Ltd(688408) Arctech Solar Holding Co.Ltd(688408)
Restricted stock incentive plan for 2022
(Draft)
Arctech Solar Holding Co.Ltd(688408)
February, 2002
statement
The company and all directors and supervisors guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear legal responsibility for the authenticity, accuracy and integrity of its contents in accordance with the law.
All incentive objects of the company promise that if the company does not comply with the rights granted or the restriction / ownership arrangement of rights and interests lifted due to false records, misleading statements or major omissions in the information disclosure documents, the incentive objects 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.
hot tip
1、 This 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 Listing Rules of the Shanghai Stock Exchange on the Kechuang board, the self regulatory guide for listed companies on the Kechuang board No. 4 – disclosure of equity incentive information and other relevant laws, regulations and normative documents, And the formulation of the Arctech Solar Holding Co.Ltd(688408) articles of association.
2、 The incentive tools adopted in this incentive plan are restricted stocks (class I restricted stocks and class II restricted stocks), among which the first granted incentive tools are class II restricted stocks, and the reserved incentive tools are class I restricted stocks or class II restricted stocks. The stock source is Arctech Solar Holding Co.Ltd(688408) (hereinafter referred to as “the company” or “the company”) A-share common stock of the company issued to the incentive object.
The restricted shares granted to the incentive object shall not be transferred, used for guarantee or debt repayment before the restriction / ownership is lifted.
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.
The second type of restricted shares granted to the incentive objects who meet the grant conditions of the incentive plan, after meeting the corresponding attribution conditions, will obtain the additional A-share common shares issued by the company in batches at the grant price, and these shares will be registered in Shanghai Branch of China Securities Depository and Clearing Co., Ltd. The restricted stock granted to the incentive object does not enjoy the rights of shareholders of the company before it is vested, and the restricted stock shall not be transferred, used for guarantee or debt repayment.
3、 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.
The total number of underlying shares involved in the equity incentive plan of the company within the whole validity period does not exceed 20.00% of the total share capital of the company at the time of announcement of the draft incentive plan. The shares of the company granted by any incentive object in the plan through all the equity incentive plans within the validity period shall not exceed 1.00% of the total share capital of the company at the time of announcement of the draft plan.
From the date of the 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 in accordance with the relevant provisions of the incentive plan.
4、 The grant price of class I restricted shares and class II restricted shares (including reserved parts) in the incentive plan shall not be less than 42.19 yuan / share. On the premise of controlling share based payment expenses, the company authorizes the board of directors of the company to finally determine the grant price based on the closing price of the company’s shares on the grant date, but the grant price shall not be less than 42.19 yuan / share.
From the date of the 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, if the company has matters such as the conversion of capital reserve into share capital, the distribution of stock dividends, the division of shares, the allotment of shares, the reduction of shares or the distribution of interest, The grant price of restricted shares will be adjusted accordingly in accordance with the relevant provisions of this incentive plan.
5、 The incentive objects of the incentive plan include the directors, senior managers, core technicians and core management (Technology / business) backbone of the company (including branches and subsidiaries, the same below) when the company announces the incentive plan, but do not include the independent directors and supervisors of the company. Among them, the total number of incentive objects granted 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.
6、 The validity period of this incentive plan shall be no more than 60 months from the date when the incentive rights and interests are first granted to the date when all the restricted shares granted to the incentive object are released from the restriction / ownership or the cancellation / invalidation of repurchase is completed. 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 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. The incentive object complies with the provisions of Article 8 of the measures for the administration of equity incentive of listed companies and article 10.4 of the Listing Rules of science and Innovation Board of Shanghai Stock Exchange, and there are no following circumstances that may not be the incentive object: (I) it has been 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 objects of the incentive plan to obtain relevant restricted stocks according to the incentive plan, including providing guarantee for their loans.
10、 The incentive plan can be implemented only after being deliberated and approved by the general meeting of shareholders of the company.
11、 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 1 special tips 1 Chapter 1 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 10 Chapter V specific contents of this incentive plan Chapter VI implementation procedures of this incentive plan Chapter VII adjustment methods and procedures of this incentive plan 38 Chapter VIII respective rights and obligations of the company / incentive object Chapter IX handling of changes in the company / incentive object 45 Chapter X Supplementary Provisions fifty
Chapter I interpretation
Unless otherwise specified, the following words have the following meanings in this article:
Interpretation item interpretation content
Arctech Solar Holding Co.Ltd(688408) , the company, listed companies, restricted stock incentive plan of Arctech Solar Holding Co.Ltd(688408) company, restricted stock incentive plan of Arctech Solar Holding Co.Ltd(688408) 2022 and incentive plan of this plan
According to the conditions and prices specified in the incentive plan, the first type of restricted shares granted to incentive objects by the company refers to a certain number of company shares, which are set with a certain period of restricted sale period. The restricted sale and circulation can be lifted only after the conditions for lifting the restricted sale specified in the incentive plan are met
The second type of restricted stock refers to the shares of the company obtained and registered by the incentive objects who meet the conditions of the incentive plan after meeting the corresponding attribution conditions
According to the provisions of this incentive plan, the directors, senior managers, core technicians and core management (Technology / business) backbone of the company (including the company and its subsidiaries) that obtains restricted shares
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 to grant restricted shares to the incentive object and the incentive object obtains the shares of the company
The restricted validity period from the date of the first grant of incentive rights and interests to the date when the incentive object is granted refers to the date when all the shares are released from the restriction / ownership or the cancellation / invalidation of repurchase is completed
The restricted sale period refers to the period during which the class I restricted shares granted to the incentive object under the plan are prohibited from being transferred, used for guarantee and debt repayment
The release period refers to the period during which the restricted shares of class I held by the incentive object can be released and listed for circulation after the release conditions specified in the plan are met
The conditions for lifting the restrictions on sale refer to the conditions that must be met for the incentive object to obtain the first type of restricted shares to lift the restrictions on sale according to the plan
Attribution refers to the behavior that the listed company registers the shares in the account of the incentive object after the incentive object granted the second type of restricted shares meets the benefit conditions
Vesting date refers to the date on which the granted shares are registered after the incentive object granted the second type of restricted shares meets the benefit conditions. It must be the trading day
Vesting conditions refer to the benefit conditions set up by the plan and the incentive object is to obtain the incentive shares
Remuneration and assessment 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 Shanghai Stock Exchange
China Securities Depository and Clearing Corporation refers to the Shanghai 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
The Administrative Measures refer to the administrative measures for equity incentive of listed companies
The supervision measures refer to the measures for continuous supervision of listed companies on the science and Innovation Board (for Trial Implementation)
Listing Rules refers to the Listing Rules of Shanghai Stock Exchange’s Sci tech innovation board
Regulatory guide No. 4 refers to self regulatory guide No. 4 – disclosure of equity incentive information for companies listed on the science and innovation board
Articles of association means《
