Securities code: 002215 securities abbreviation: Shenzhen Noposion Agrochemicals Co.Ltd(002215) Shenzhen Noposion Agrochemicals Co.Ltd(002215) 2022 restricted stock incentive plan (Draft) February 2022
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 summary, and bear individual and joint legal liabilities for its authenticity, accuracy and completeness. hot tip
1、 The incentive plan is formulated 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, other relevant laws, regulations, rules and normative documents, as well as the Shenzhen Noposion Agrochemicals Co.Ltd(002215) articles of association.
2、 The incentive tool used in this incentive plan is restricted stock, and the stock source is the company's A-share common stock issued by the company to the incentive object.
3、 The total number of incentive objects granted by the incentive plan is 10, including directors (excluding independent directors), senior managers and some core managers (including subsidiaries) in the company when the company announces the incentive plan. The incentive objects participating in the incentive plan do not include the company's supervisors and independent directors. Shareholders or actual controllers who individually or jointly hold more than 5% of the company's shares and their spouses, parents and children do not participate in the incentive plan.
4、 The number of restricted shares to be granted in the incentive plan is 6 million shares, accounting for 0.61% of the total share capital of 983781427 shares at the time of announcement of the draft incentive plan. The incentive plan does not set reserved shares. As of the announcement date of this incentive plan, the total number of subject shares involved in all equity incentive plans within the validity period of the company has accumulated 17013103 shares (including this time), accounting for 1.729% of the total share capital of 983781427 shares at the time of announcement of the draft incentive plan, which does not exceed 10% of the total share capital of the company; The cumulative number of restricted shares granted by a single incentive object through all equity incentive plans within the validity period does not exceed 1% of the total share capital of the current company.
5、 The grant price of restricted shares is 3.18 yuan. From the date of announcement of this incentive plan to the date when the incentive object completes the registration of restricted shares, if the company has matters such as conversion of capital reserve into share capital, distribution of stock dividends, division or reduction of shares, allotment of shares, dividend distribution, etc., the grant price or number of restricted shares will be adjusted accordingly according to this incentive plan.
6、 The validity period of the incentive plan is from the date of completion of the grant of restricted shares to the date of lifting the restriction on the sale or repurchase cancellation of all the restricted shares granted to the incentive object, which shall not exceed 60 months at most.
7、 The company does not have the situation that 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 of this incentive plan does not have the situation that it is not allowed to be an incentive object as stipulated in Article 8 of the measures for the administration of 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.
9、 The company promises not to provide loans or any other form of financial assistance for the incentive object to obtain relevant restricted shares in accordance with the incentive plan, including providing guarantee for its loans.
10、 All incentive objects of the company promise 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 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.
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 registration, announcement and other relevant procedures. If the company fails to complete the above work within 60 days, the implementation of the incentive plan shall be terminated, and the non granted restricted shares shall become invalid. 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 as 60 days.
13、 The implementation of this incentive plan will not result in the equity distribution not meeting the requirements of listing conditions.
catalogue
Chapter I purpose of this incentive plan Chapter II management organization of this incentive plan Chapter III determination basis and scope of incentive objects Chapter IV source, quantity and distribution of restricted shares Chapter V validity period, grant date, sales restriction period, lifting of sales restriction arrangement and lock up period Chapter VI grant price of restricted shares and its determination method Chapter VII grant and release of restricted shares Chapter VIII adjustment methods and procedures of the plan Chapter IX accounting treatment of restricted stocks Chapter 10 implementation procedures of restricted stock incentive plan Chapter XI respective rights and obligations of the company and incentive objects Chapter 12 handling of changes in the company and incentive objects Chapter 13 principles for repurchase and cancellation of restricted shares 23 chapter XIV Supplementary Provisions twenty-five
interpretation
In this plan, unless otherwise specified, the following terms or abbreviations have the following meanings: Shenzhen Noposion Agrochemicals Co.Ltd(002215) , the company and the company refer to Shenzhen Noposion Agrochemicals Co.Ltd(002215)
Restricted stock incentive plan, restricted stock index of Shenzhen Shenzhen Noposion Agrochemicals Co.Ltd(002215) Co., Ltd. in 2022
Incentive plan, this plan ticket incentive plan (Draft)
According to the plan, the restricted shares granted to the incentive object refer to
Company stock
Directors (excluding independent directors), senior managers and some incentive objects refer to
Core management personnel (including subsidiaries).
After the plan is approved and implemented, the company will grant restricted grant date to incentive objects
The date of grant of the shares must be the trading day
The grant price refers to the price of each restricted stock granted by the company to the incentive object
Restricted shares granted to incentive objects under the plan are prohibited and restricted
Period for ending transfer, guarantee and debt repayment
After the fulfillment of the conditions for lifting the restrictions on sale stipulated in the plan, the period for the incentive object to lift the restrictions on sale refers to the period during which the restricted shares held by the incentive object can be lifted and listed for circulation
According to the plan, the conditions for the release of restricted shares obtained by incentive objects refer to
Necessary conditions for sale
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 Shenzhen Noposion Agrochemicals Co.Ltd(002215) 2022 restricted implementation assessment measures refer to
Measures for the assessment of the implementation of incentive stock plans
The articles of association refers to the Shenzhen Noposion Agrochemicals Co.Ltd(002215) articles of association
CSRC refers to the China Securities Regulatory Commission
Stock exchange refers to Shenzhen Stock Exchange
Yuan means RMB yuan
Chapter I purpose of this incentive plan
In order to further improve the company's governance structure, establish and improve the company's incentive mechanism, and enhance the company's core management team's sense of responsibility and mission for the sustainable and healthy development of the company, the company, in accordance with the company law, securities law, management measures, memorandum and other relevant laws, regulations and normative documents, And Shenzhen Noposion Agrochemicals Co.Ltd(002215) the articles of association to formulate this incentive plan. The purpose of this incentive plan is to:
1、 Through the restricted stock incentive plan, realize the consistency of the interests of shareholders, the company and incentive objects, safeguard the rights and interests of shareholders, and bring more efficient and sustainable returns to shareholders;
2、 Further improve the corporate governance structure, establish and improve the company's long-term and effective incentive and restraint mechanism;
3、 Fully mobilize the initiative, enthusiasm and creativity of the company's incentive objects, and enhance the sense of responsibility and mission of the company's core management team to realize the sustainable and healthy development of the company;
4、 Balance the company's short-term goals and long-term goals, and promote the company's sustainable, healthy and high-speed long-term development;
5、 Enhance the cohesion of the company and provide a good incentive platform for retaining and introducing excellent management talents.
Chapter II 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 and assessment committee under the board of directors is responsible for formulating and revising the incentive plan and submitting it to the board of directors for deliberation. After the board of directors deliberates and approves the incentive plan, it shall be submitted to the general meeting of shareholders for deliberation. The board of directors may handle other relevant matters of 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.
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 this 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 III determination basis and scope of incentive objects
1、 Determination basis of incentive object
1. Legal basis for determining incentive objects
The incentive objects are determined in accordance with the relevant laws, regulations and regulations of the company law, the company's articles of association and the relevant normative documents. 2. Job basis for determining incentive objects
The incentive objects of this plan are directors, senior managers and some core managers (including subsidiaries), excluding independent directors and supervisors.
2、 Scope of incentive objects
The incentive objects involved in this plan include:
1. Directors (excluding independent directors) and senior managers;
2. Some core management personnel of the company (including subsidiaries);
The incentive objects involved in this incentive plan do not include independent directors, supervisors, shareholders or actual controllers who individually or jointly hold more than 5% of the company's shares and their spouses, parents and children.
All the above incentive objects must work in the company and sign labor contracts when the company grants restricted shares and during the assessment period of the plan.
3、 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 company will
