Securities abbreviation: Yijiahe Technology Co.Ltd(603666) securities code: 603666 Yijiahe Technology Co.Ltd(603666)
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 Yijiahe Technology Co.Ltd(603666) 2022 stock option and restricted stock incentive plan (Draft) (hereinafter referred to as “the incentive plan”) is implemented by Yijiahe Technology Co.Ltd(603666) (hereinafter referred to as ” Yijiahe Technology Co.Ltd(603666) “, “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 or repurchased from the secondary market.
3、 A total of 3.9363 million rights and interests are to be granted to the incentive objects in the incentive plan, and the subject stock involved is RMB A-share common stock, accounting for about 1.91% of the total share capital of the company on the announcement date of the draft incentive plan, of which the total number of rights and interests granted for the first time is 3.1563 million, accounting for 80.18% of the total rights and interests to be granted in the incentive plan, The total share capital of the company on the date of announcement of the draft incentive plan is about 20.045 million shares, accounting for about 6.553% of the total share capital of the company; 780000 shares are reserved, accounting for 19.82% of the total rights and interests to be granted in the incentive plan, and about 0.38% of the total share capital of 206550400 shares on the announcement date of the draft incentive plan.
The total number of underlying shares involved in all equity incentive plans of the company within the validity period does not exceed 10% of the total share capital of the company. The cumulative 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.
(I) stock option incentive plan: the incentive plan intends to grant 1.91 million stock options to the incentive object, involving RMB A-share common shares, accounting for about 0.92% of the total share capital of 206550400 shares on the announcement date of the draft incentive plan. Among them, 1.53 million shares were granted for the first time, accounting for 80.10% of the total number of stock options to be granted in the incentive plan, and about 0.74% of the total share capital of 206550400 shares on the announcement date of the draft incentive plan; 380000 shares are reserved, accounting for 19.90% of the total number of stock options to be granted in the incentive plan and about 0.18% of the total share capital of 206550400 shares on the announcement date 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 is intended to grant 2026300 restricted shares to the incentive object, and the subject stock involved is RMB A-share common stock, accounting for about 0.98% of the total share capital of 206550400 shares on the announcement date of the draft incentive plan. Among them, 1626300 shares were granted for the first time, accounting for 80.26% of the total number of restricted shares to be granted in the incentive plan, accounting for about 0.79% of the total share capital of 206550400 shares on the announcement date of the draft incentive plan; 400000 shares are reserved, accounting for about 19.74% of the total number of restricted shares to be granted in the incentive plan, and about 0.19% of the total share capital of 206550400 shares on the announcement date of the draft incentive plan.
During the period from the date of announcement of the incentive plan to the completion of the exercise of stock options or the registration of restricted shares by 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 stock options and restricted shares and the total number of underlying shares involved will be adjusted accordingly according to the incentive plan.
4、 The exercise price of stock options (including reserves) granted by the incentive plan is 52.38 yuan / share, and the grant price of restricted shares (including reserves) is 32.74 yuan / share. During the period from the date of announcement of the incentive plan to the completion of the exercise of stock options or the registration of restricted shares by 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 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 the incentive plan is from the date of the first authorization of stock options and the date of the first grant of restricted shares to the date of the exercise or cancellation of all stock options granted to the incentive object and the completion of the cancellation of all restricted shares, with a maximum of 60 months.
6、 A total of 176 incentive objects are granted for the first time in the incentive plan, including directors, senior managers and core management / technical / business personnel who worked in the company (including subsidiaries, the same below) when the company announced the incentive plan. Excluding shareholders or actual controllers who hold more than 5% of shares individually or jointly, their spouses, parents, children, independent directors and supervisors.
Reserved incentive objects refer to the incentive objects that have not been determined when the plan is approved by the general meeting of shareholders but are 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 option granted for the first time shall be exercised in three phases after 12 months from the date of authorization of the stock option granted for the first time, and the proportion of exercise in each phase shall be 30%, 30% and 40% respectively. If the reserved stock option is authorized in 2022, the reserved stock option will be exercised in three phases after 12 months from the authorization date, and the exercise proportion of each phase is 30%, 30% and 40% respectively; If the reserved stock option is authorized in 2023, the reserved stock option will be exercised in two phases after 12 months from the authorization date, and the proportion of exercise in each phase will be 50% and 50% respectively.
For the restricted shares granted for the first time, the restrictions on the sale of restricted shares shall be lifted in three phases after 12 months from the date of completing the registration of the grant of restricted shares for the first time, and the proportion of lifting the restrictions in each phase shall be 30%, 30% and 40% respectively. If the reserved restricted shares are granted in 2022, the restricted shares will be released in three phases after the expiration of 12 months from the date of registration, and the proportion of each phase will be 30%, 30% and 40% respectively; If the reserved restricted shares are granted in 2023, the restricted shares will be released in two phases after the expiration of 12 months from the date of registration, and the proportion of each phase will be 50% and 50% respectively.
For stock options and restricted stocks granted for the first time, the performance assessment objectives at the company level are shown in the table below:
Performance assessment objectives of exercise / release of restrictions
The first exercise period / based on the operating income in 2020, the growth rate of operating income in 2022 will not be lifted, and the sales restriction period will be less than 60%
Stock options granted for the first time / the second exercise period / based on the operating income in 2020, the growth rate of operating income in 2023 is less than 90% of the lifting period of restricted shares
The third exercise period / based on the operating income in 2020, the growth rate of operating income in 2024 will not be lifted, and the sales restriction period will be less than 120%
If the reserved stock options and restricted shares are authorized or granted in 2022, the performance assessment objectives at the company level of the reserved part are consistent with those of the first grant.
If the reserved stock options and restricted shares are authorized or granted in 2023, the performance evaluation objectives at the company level of the reserved part are as follows:
The first exercise period / based on the operating income in 2020, the growth rate of operating income in 2023 will not be lifted, and the sales restriction period will be less than 90%
Reserved stock options granted/
Restricted stock
The second exercise period / based on the operating income in 2020, the growth rate of operating income in 2024 will not be lifted, and the sales restriction period will be less than 120%
Note: the above “operating income” refers to the audited operating income of the company.
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、 Yijiahe Technology Co.Ltd(603666) 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、 Yijiahe Technology Co.Ltd(603666) 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 deliberated and approved by the general meeting of shareholders of the company, the company will convene the board of directors in accordance with relevant regulations within 60 days, grant rights and interests to incentive objects, and complete 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 1 special tips 1 catalog Chapter 1 interpretation Chapter II purpose of this incentive plan Chapter III Management Organization of this incentive plan 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 12 Chapter V specific contents of this incentive plan thirteen
1、 Stock option incentive plan thirteen
2、 Restricted stock incentive plan 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 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-four
3、 Other instructions Chapter VIII handling of the incentive plan in case of changes in the company / incentive object 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-eight
3、 Settlement of disputes between the company and the incentive object 50 Chapter IX Supplementary Provisions fifty-one
Chapter I interpretation
Unless otherwise specified, the following words have the following meanings in this article:
Explanatory items
