Securities abbreviation: Shanghai Golden Bridge Infotech Co.Ltd(603918) securities code: 603918 Shanghai Golden Bridge Infotech Co.Ltd(603918)
2022 stock option and restricted stock incentive plan
(Draft)
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 Shanghai Golden Bridge Infotech Co.Ltd(603918) 2022 stock option and restricted stock incentive plan (Draft) (hereinafter referred to as "the incentive plan") is implemented by Shanghai Golden Bridge Infotech Co.Ltd(603918) (hereinafter referred to as " Shanghai Golden Bridge Infotech Co.Ltd(603918) ", "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, normative documents, articles of association and other relevant provisions shall be formulated.
2、 The incentive plan includes stock option incentive plan and restricted stock incentive plan. The stock source is the company's RMB A-share common stock issued by the company to the incentive object.
3、 The incentive plan plans to grant a total of 3.867 million rights and interests to the incentive objects, and the type of underlying shares involved is RMB A-share common shares, accounting for about 1.05% of the company's total share capital of 366746078 shares on the date of publication of the draft incentive plan, of which the total number of rights and interests granted for the first time is 3.267 million, accounting for 84.48% of the total rights and interests to be granted in the incentive plan, Accounting for about 0.89% of the company's total share capital of 366746078 shares on the date of publication of the draft incentive plan; 600000 shares are reserved, accounting for 15.52% of the total rights and interests to be granted in the incentive plan and about 0.16% of the total share capital of the company on the date of publication of the draft incentive plan.
The company's 2020 stock option and restricted stock incentive plan (Draft) approved at the second extraordinary general meeting of shareholders in 2020 is still being implemented. 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, as follows:
(I) stock option incentive plan: the incentive plan plans to grant 2.378 million stock options to the incentive objects, involving RMB A-share ordinary shares, accounting for about 0.65% of the company's total share capital of 366.746078 million shares on the date of publication of the draft incentive plan. Among them, 2178000 shares were granted for the first time, accounting for 91.59% of the total number of stock options to be granted in the incentive plan and about 0.59% of the total share capital of the company on the date of publication of the draft incentive plan; 200000 shares are reserved, accounting for 8.41% of the total number of stock options to be granted in the incentive plan, accounting for about 0.05% of the total share capital of 366746078 shares on the date of publication of the draft incentive plan. Each stock option granted under the plan has the right to purchase RMB a ordinary shares of 1 equity company at the exercise price during the vesting period when the effective conditions and effective arrangements are met.
(II) restricted stock incentive plan: the incentive plan intends to grant 1489000 restricted shares to the incentive object, and the subject stock involved is RMB A-share common stock, accounting for about 0.41% of the total share capital of the company on the date of publication of the draft incentive plan. Among them, 1089000 shares were granted for the first time, accounting for 73.14% of the total number of restricted shares to be granted in the incentive plan, accounting for about 0.30% of the total share capital of 366746078 shares on the date of publication of the draft incentive plan; 400000 shares are reserved, accounting for 26.86% of the total number of restricted shares to be granted in the incentive plan and about 0.11% of the total share capital of the company on the date of publication of the draft incentive plan.
4、 The exercise price of stock options granted for the first time in the incentive plan is 9.82 yuan / share, and the grant price of restricted shares granted for the first time is 4.91 yuan / share. During the period from the date of announcement of the incentive plan to the completion of the registration of stock options or restricted shares by the incentive object, if the company has matters such as capital reserve converted into share capital, distribution of stock dividends, share subdivision or reduction, allotment and dividend distribution, the exercise price of stock options and the grant price of restricted shares will be adjusted accordingly according to the incentive plan.
5、 The validity period of this incentive plan is from the date of stock option authorization and the date of restricted stock grant to the date of exercise or cancellation of all stock options granted to the incentive object and the completion of restricted stock release or repurchase cancellation, with a maximum of 48 months.
6、 A total of 133 incentive objects are granted for the first time in this incentive plan, including the middle-level and management backbone, core technology / core business personnel who worked in the company (including subsidiaries, the same below) when the company announced this incentive plan. Excluding independent directors, supervisors, shareholders or actual controllers who hold more than 5% of the shares alone or in total and their spouses, parents and children.
The reserved incentive object refers to the incentive object that has not been determined when the plan is approved by the general meeting of shareholders but is included in the incentive plan during the effective period 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.
7、 The stock options granted for the first time in the incentive plan will be exercised in three phases after the expiration of 12 months from the first authorization date, and the exercise proportion of each phase is 40%, 30% and 30% respectively; The reserved stock options shall be exercised in two phases after 12 months from the reserved authorization date, and the exercise proportion of each phase shall be 50% and 50% respectively.
The restricted shares granted for the first time shall be lifted in three phases after the expiration of 12 months from the date of the first grant, and the proportion of lifting the restrictions in each phase shall be 40%, 30% and 30% respectively; After 12 months from the date of grant of the reserved restricted shares, the restrictions on the sale of the 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 performance evaluation objectives of stock options and restricted stocks granted are shown in the table below:
Performance assessment objectives of exercise / release of restrictions
The first exercise period / release period is based on the net profit in 2020, and the net profit growth rate in 2022 will not be less than 35%
The first grant is based on the net profit in 2020, and the net profit in 2023 will increase by the second exercise period / lifting the restriction period at a rate of no less than 50%
Stock options / restricted stock
The third exercise period / release period is based on the net profit in 2020, and the net profit growth rate in 2024 will not be less than 70%
The first exercise period / release period is based on the net profit in 2020, and the increase rate of net profit in 2023 shall not be less than 50%
The second exercise period / release period of stock options / restricted stocks is based on the net profit in 2020, and the net profit growth rate in 2024 shall not be less than 70%
Note: the net profit used in the calculation of the above indicators is the net profit attributable to the shareholders of the listed company after deducting non recurring profits and losses, and the value excluding the impact of share based payment expenses of this and other employee incentive plans is used as the calculation basis.
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 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.
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、 Shanghai Golden Bridge Infotech Co.Ltd(603918) commitment: the company will not provide loans and other forms of financial assistance for any incentive object to obtain relevant rights and interests under this incentive plan, including providing guarantee for its loans.
11、 Shanghai Golden Bridge Infotech Co.Ltd(603918) 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 reviewed 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 within 60 days (if there are conditions for granting rights and interests, it shall be calculated after the conditions are fulfilled) in accordance with relevant regulations, 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, 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 two
Special tips two
Chapter I interpretation seven
Chapter II purpose of this incentive plan nine
Chapter III Management Organization of this incentive plan ten
Chapter IV determination basis and scope of incentive objects eleven
1、 The basis for determining the incentive object eleven
2、 Scope of incentives granted eleven
3、 Circumstances that cannot be the incentive object of this incentive plan eleven
4、 Verification of incentive objects twelve
Chapter V specific contents of this incentive plan thirteen
1、 Stock option incentive plan thirteen
2、 Restricted stock incentive plan twenty-five
Chapter VI implementation and grant of this incentive plan and procedures for exercise / release of restricted sales of incentive objects forty
1、 Implementation procedures of this incentive plan forty
2、 Procedures for granting stock options and restricted shares forty-one
3、 The exercise procedure of stock options forty-two
4、 Procedures for lifting the restrictions on the sale of restricted shares forty-two
5、 Change and termination procedures of this incentive plan forty-three
Chapter VII respective rights and obligations of the company / incentive object forty-four
1、 Rights and obligations of the company forty-four
2、 Rights and obligations of incentive objects forty-five
3、 Other instructions forty-six
Chapter VIII handling of this incentive plan when the company / incentive object changes forty-seven
1、 How to deal with changes in the company's situation forty-seven
2、 How to deal with changes in the personal situation of the incentive object forty-seven
3、 Settlement of disputes between the company and the incentive object fifty
Chapter IX Supplementary Provisions fifty-one
Chapter I interpretation
Unless otherwise specified, the following words have the following meanings in this article:
Interpretation item interpretation content
Shanghai Golden Bridge Infotech Co.Ltd(603918) . The company and the company refer to Shanghai Golden Bridge Infotech Co.Ltd(603918)
This incentive plan and this plan refer to Shanghai Golden Bridge Infotech Co.Ltd(603918) 2
