Securities code: 300775 securities abbreviation: Xi'An Triangle Defense Co.Ltd(300775)
Bond Code: 123114 bond abbreviation: triangular convertible bond
Xi'An Triangle Defense Co.Ltd(300775)
Restricted stock incentive plan for 2022
(Draft) summary
Xi'An Triangle Defense Co.Ltd(300775)
February, 2002
statement
The company and all members of the board of directors and the board of supervisors guarantee that the incentive plan and its summary are true, accurate and complete, and there are no false records, misleading statements or major omissions.
hot tip
I The Xi'An Triangle Defense Co.Ltd(300775) 2022 restricted stock incentive plan (Draft) (hereinafter referred to as "the incentive plan") is implemented by Xi'An Triangle Defense Co.Ltd(300775) (hereinafter referred to as " Xi'An Triangle Defense Co.Ltd(300775) ", "the company", "the company" or "listed company") in accordance with the company law of the people's Republic of China, the securities law of the people's Republic of China and the GEM Listing Rules of Shenzhen Stock Exchange (revised in December 2020), the measures for the administration of equity incentives of listed companies, the self regulatory guidelines for companies listed on the gem of Shenzhen Stock Exchange No. 1 - business handling, other relevant laws, regulations and normative documents, and the Xi'An Triangle Defense Co.Ltd(300775) articles of association.
2、 The incentive tool adopted in this incentive plan is restricted stock (class I restricted stock). The stock source is the company's A-share common stock issued to the incentive object.
3、 The total amount of restricted shares to be granted under the incentive plan shall not exceed 5 million shares, accounting for 1.01% of the company's total share capital of 495522500 shares at the time of announcement of the draft incentive plan (since the triangular convertible bond is in the stock conversion period, the total share capital referred to in the draft is the number of shares on February 18, 2022). Among them, 4 million shares were granted for the first time, accounting for 0.81% of the company's total share capital of 495522500 shares at the time of announcement of the draft incentive plan, and the part granted for the first time accounted for 80.00% of the total equity granted this time; 1 million shares are reserved, accounting for 0.20% of the company's total share capital of 495522500 shares at the time of announcement of the draft incentive plan, and the reserved part accounts for 20.00% of the total equity granted this time.
As of the announcement date 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 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 the equity incentive plan within the whole validity period does not exceed 1.00% of the total share capital of the company.
4、 The grant price of the first class of restricted shares granted for the first time in the incentive plan is 22.01 yuan / share, and the grant price of the reserved part of the first class of restricted shares is the same as that of the first class of restricted shares granted for the first time. During the period 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, 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 and so on, the granting price and / or number of restricted shares will be adjusted accordingly in accordance with the relevant provisions of the incentive plan.
5、 A total of 45 incentive objects are granted for the first time in this incentive plan, including directors, senior managers, core technicians, middle managers, technical backbones and business backbones who worked in the company (including subsidiaries, the same below) when the company announced this incentive plan.
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 duration of the plan, which shall be determined within 12 months after the incentive 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.
6、 The validity period of class I restricted shares in the incentive plan is from the date of granting restricted shares to the date when all restricted shares granted to the incentive object are lifted or repurchased and cancelled, and the longest period shall not exceed 48 months.
7、 The restricted shares of class I granted for the first time in this incentive plan will be lifted in three phases after 12 months from the date of completion of the grant, and the proportion of lifting the restrictions in each phase will be 35%, 35% and 30% respectively; If the reserved class I restricted shares are granted in 2022, the sales restrictions of the reserved part will be lifted in three phases after 12 months from the completion date of the first grant, and the proportion of lifting the restrictions in each phase will be 35%, 35% and 30% respectively; If the reserved class I restricted shares are granted in 2023, the sales restrictions of the reserved part will be lifted in two phases after 12 months from the completion date of the first grant, and the proportion of lifting the restrictions in each phase will be 50% and 50% respectively.
The performance evaluation objectives of the first class restricted shares granted for the first time are as follows:
Performance assessment objectives during the lifting of sales restrictions
The first sales restriction lifting period is based on the net profit in 2020, and the net profit growth rate in 2022 will not be less than 193.53%
The second period of lifting the restrictions on sales is based on the net profit in 2020, and the growth rate of net profit in 2023 will not be less than 281.59%
The third period of lifting the restrictions on sales is based on the net profit in 2020, and the net profit growth rate in 2024 will not be less than 396.07%
Note: the net profit in the assessment year is the net profit after excluding the following two influencing factors: (1) all share based payment expenses involved in the equity incentive plan within the validity period of the company; (2) The interest payable arising from the issuance of convertible corporate bonds by the company in 2021 (the interest accrued according to the accounting standards for business enterprises rather than the interest actually paid). That is, the net profit in the assessment year = (total profit in the assessment year + share based payment expenses in the assessment year + interest payable on convertible corporate bonds in the assessment year) * the income tax rate applicable to the assessment year of the company; (3) The performance targets involved in the lifting of the restrictions on the sale of restricted shares above do not constitute the company's performance prediction and substantive commitment to investors.
The annual performance assessment objectives of restricted shares reserved for grant are as follows:
(1) If the restricted shares reserved for grant are granted in 2022, the performance assessment objectives of the year and each year of the lifting of the restriction are the same as those of the first grant;
(2) If the restricted shares reserved for grant are granted in 2023, the restricted sale assessment year will be lifted
Performance assessment objectives during the lifting of sales restrictions
The first sales restriction lifting period is based on the net profit value in 2020, and the net profit growth rate in 2023 will not be less than 281.59%
The second lifting period is based on the net profit in 2020, and the net profit growth rate in 2024 will not be less than 396.07%
Note: the net profit in the assessment year is the net profit after excluding the following two influencing factors: (1) all share based payment expenses involved in the equity incentive plan within the validity period of the company; (2) The interest payable arising from the issuance of convertible corporate bonds by the company in 2021 (the interest accrued according to the accounting standards for business enterprises rather than the interest actually paid).
That is, the net profit in the assessment year = (total profit in the assessment year + share based payment expenses in the assessment year + interest payable on convertible corporate bonds in the assessment year) * the income tax rate applicable to the assessment year of the company; (3) The performance targets involved in the lifting of the restrictions on the sale of restricted shares above do not constitute the company's performance prediction and substantive commitment to investors.
8、 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.
9、 The incentive objects participating in the incentive plan do not include the company's supervisors and independent directors. Shareholders with more than 5% shares of the company and their spouses, parents and children do not participate in the incentive plan. The incentive object complies with the provisions of Article 8 of the measures for the administration of equity incentive of listed companies and article 8.4.2 of the rules for the listing of shares on the gem of Shenzhen Stock Exchange (revised in December 2020), and there are no following circumstances that may not be the incentive object:
(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 of the people's Republic of China;
(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、 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.
11、 The incentive object promises that if the company does not comply with the arrangement of 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 will return all the benefits obtained from the equity incentive plan to the company after the relevant information disclosure documents are confirmed to have false records, misleading statements or major omissions.
12、 The incentive plan can be implemented only after being deliberated and approved by the general meeting of shareholders of the company.
13、 Within 60 days from the date when the general meeting of shareholders deliberates and approves the incentive plan (if there are conditions for granting rights and interests, it shall be calculated from the date when the conditions are met), the company will convene the board of directors to grant, announce and other relevant procedures to the incentive objects in accordance with relevant regulations. 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 incentives of listed companies and the self regulatory guidelines for companies listed on the gem of Shenzhen Stock Exchange No. 1 - business handling, the period during which rights and interests cannot be granted shall not be counted within 60 days.
14、 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 2 special tips 3 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 incentive objects eleven
3、 Circumstances that cannot be the incentive object: twelve
3、 Verification of incentive objects 12 Chapter V specific contents of this incentive plan thirteen
1、 Class I restricted stock Chapter VI implementation and grant of the incentive plan and procedures for the release, change and termination of sales restrictions of incentive objects twenty-nine
1、 Procedures for the effectiveness of restricted stock incentive plan twenty-nine
2、 Procedures for granting restricted shares thirty
3、 Procedures for lifting the restrictions on the sale of class I restricted shares thirty
4、 The change procedure of this incentive plan thirty-one
5、 Termination procedures for this incentive plan 31 Chapter VII Supplementary Provisions thirty-two
Chapter I interpretation
Unless otherwise specified, the following words have the following meanings in this article: Xi'An Triangle Defense Co.Ltd(300775) , the company, refers to Xi'An Triangle Defense Co.Ltd(300775) company and listed company
This incentive plan refers to the Xi'An Triangle Defense Co.Ltd(300775) 2022 restricted stock incentive plan
The first type of restricted stock refers to the shares of the company whose transfer and other rights are restricted according to the conditions specified in the incentive plan
According to the provisions of the incentive plan, the directors and incentive objects of the company (including subsidiaries) who obtain restricted shares refer to senior managers, core technicians, middle-level managers, technical backbones and business backbones
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 of each restricted stock granted by the company to the incentive object
The validity of the restricted shares refers to the period from the date of the grant or cancellation of the restricted shares to the date of the first repurchase
The conditions for the incentive objects to exercise their rights and interests set in the incentive plan have not been met. The first restricted sale period refers to the period during which the restricted shares are prohibited from being transferred, used for guarantee and debt repayment, which shall be calculated from the date when the incentive objects are granted restricted shares to complete listing
The period for lifting the restriction on sales refers to the first period held by the incentive object after the conditions for lifting the restriction on sales specified in the incentive plan are met
