Securities abbreviation: Dbappsecurity Co.Ltd(688023) securities code: 688023 Dbappsecurity Co.Ltd(688023)
Restricted stock incentive plan for 2022 (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
I The Dbappsecurity Co.Ltd(688023) 2022 restricted stock incentive plan (Draft) (hereinafter referred to as "the incentive plan") is prepared by Dbappsecurity Co.Ltd(688023) (hereinafter referred to as " Dbappsecurity Co.Ltd(688023) ", "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 stock listing rules of the science and Innovation Board of Shanghai Stock Exchange and the measures for the administration of equity incentive of listed companies The self regulatory guidelines for listed companies on the Kechuang board No. 4 - disclosure of equity incentive information, other relevant laws, administrative regulations and normative documents, as well as the articles of association and other relevant provisions were formulated.
2、 The incentive form adopted in this incentive plan is restricted stock (the second type of restricted stock). The stock source is the company's RMB A-share common stock issued by the company to the incentive object.
The incentive objects who meet the grant conditions of the incentive plan, after meeting the corresponding vesting conditions and vesting arrangements, will obtain A-share common shares of the company at the grant price during the vesting period, and these shares will be registered in Shanghai Branch of China Securities Depository and Clearing Co., Ltd. The restricted shares granted to the incentive object shall not enjoy the rights of shareholders of the company before they are vested, and the above restricted shares shall not be transferred, used for guarantee or debt repayment.
3、 The number of restricted shares to be granted to the incentive objects in the incentive plan is 3061500 shares, accounting for 3.90% of the total share capital of the company on the announcement date of the draft incentive plan of 78504696 shares. Among them, 2603400 restricted shares were granted for the first time, accounting for 3.32% of the total share capital of the company on the announcement date of the draft incentive plan and 85.04% of the total number of restricted shares to be granted in the incentive plan; 458100 shares are reserved, accounting for 0.58% of the total share capital of the company on the announcement date of the draft incentive plan, and the reserved part accounts for 14.96% of the total number of restricted shares to be granted in the incentive plan.
The company's 2020 restricted stock incentive plan approved by the second extraordinary general meeting of shareholders in 2020 and the company's 2021 restricted stock incentive plan approved by the third extraordinary general meeting of shareholders in 2021 are still being implemented. As of the announcement date of the draft incentive plan, the total number of subject shares involved in all equity incentive plans within the 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 all equity incentive plans within the validity period does not exceed 1.00% of the total share capital of the company.
4、 A total of 313 incentive objects were granted for the first time in the incentive plan, including when the company announced the incentive plan
Key technical personnel working in the company (including subsidiaries, the same below) and other persons deemed necessary by the board of directors
Clerk. Excluding Dbappsecurity Co.Ltd(688023) independent directors, supervisors and foreign employees.
Reserved incentive objects refer to those who have not been determined when the plan is approved by the general meeting of shareholders but have been paid during the duration of the plan
The incentive objects included in the incentive plan shall be determined within 12 months after the plan is considered and approved by the general meeting of shareholders. Reserved excitation
The determination standard of incentive object shall be determined by referring to the standard granted for the first time.
5、 The grant price of restricted shares granted to the incentive object for the first time in the incentive plan is 178.00 yuan / share. Anticipate
The grant price of some restricted shares is the same as that of the restricted shares granted for the first time. In this incentive meter
From the date of the announcement to the date when the incentive object completes the ownership registration of restricted shares, if the company has matters such as the conversion of capital reserve into share capital, the distribution of stock dividends, dividends, share subdivision or reduction, allotment and so on, the grant price and right of restricted shares
The number of benefits will be adjusted accordingly according to the incentive plan.
6、 The validity period of this incentive plan is from the date of grant of restricted shares to the date of grant of restricted shares to the incentive object
Up to 60 months from the date when all shares are vested or invalid.
7、 The restricted shares granted for the first time in the incentive plan shall be vested in the company in four phases after the expiration of 12 months from the date of the first grant
The proportion of belonging in each period is 25%, 25%, 25% and 25% respectively; Reserved restricted shares in 2021
If the grant is granted, it shall be vested in four phases after 12 months from the date of grant, and the proportion of each phase shall be 25%, 25% respectively
25%、25%； If the reserved restricted shares are granted in 2022, they will be divided into three periods after 12 months from the date of grant
The proportion of ownership in each period is 30%, 30% and 40% respectively.
The ownership arrangement and performance evaluation objectives of the restricted shares granted are shown in the table below:
Performance assessment objectives in the attribution period
The first vesting period of the first grant is based on the operating revenue in 2021, and the growth rate of operating revenue in 2022 shall not be less than 30%; Institutional stocks and the second vesting period shall be based on the operating income in 2021, and the growth rate of operating income in 2023 shall not be less than 60%; In the third vesting period granted in 2022, based on the operating revenue in 2021, the growth rate of operating revenue in 2024 shall not be less than 90%; Reserved part for
The fourth vesting period of restricted stocks is based on the operating income in 2021, and the growth rate of operating income in 2025 is not less than 120%.
In the first vesting period granted in 2023, the operating revenue in 2021 will be taken as the base, and the growth rate of operating revenue in 2023 will not be less than 60%;
The second vesting period of the reserved part is based on the operating income in 2021, and the growth rate of operating income in 2024 shall not be less than 90%;
The third vesting period of restricted stocks is based on the operating income in 2021, and the growth rate of operating income in 2025 is not less than 120%.
Note: the above "operating income" refers to the audited operating income of the listed company.
8、 If the company does not have the provisions of the measures for the administration of equity incentive of listed companies, it shall not implement equity incentive
The following situation:
(I) the financial and accounting report of the latest fiscal year has been given a negative opinion by the certified public accountant or cannot be reported
Audit reports with opinions;
(II) the internal control of the financial report of the most recent fiscal year has been 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、 Dbappsecurity Co.Ltd(688023) commitment: the company will not provide loans and other forms of financial assistance for the incentive objects of this restricted stock incentive plan to obtain restricted stocks through this plan, including providing guarantee for their loans. 11、 Dbappsecurity Co.Ltd(688023) commitment: there are no false records, misleading statements or major omissions in the relevant information disclosure documents of the incentive plan.
12、 The incentive object of this incentive plan promises that if the company does not comply with the arrangement of granting rights and interests or ownership of 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 in accordance with relevant regulations within 60 days (if there are conditions for granting rights and interests, calculated from the achievement of the conditions), and complete the 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 as 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 2 special tips 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 9 Chapter V Rights and interests to be granted under this incentive plan Chapter VI list of incentive objects and distribution of rights and interests to be granted Chapter VII validity period, grant date, ownership arrangement and lock up period Chapter VIII grant price and determination method of restricted shares Chapter IX vesting and vesting conditions of restricted shares Chapter 10 adjustment methods and procedures of this incentive plan Chapter XI accounting treatment of restricted stocks Chapter XII implementation, grant, ownership, change and termination procedures of the incentive plan 26 Chapter XIII other rights and obligations of the company / incentive object 29 chapter XIV handling of the incentive plan in case of changes in the company / incentive object 31 Chapter XV Supplementary Provisions thirty-four
Chapter I interpretation
Unless otherwise specified, the following words have the following meanings in this article:
Interpretation item interpretation content
Dbappsecurity Co.Ltd(688023) . The company, the company and the listed company refer to Dbappsecurity Co.Ltd(688023)
Restricted stock incentive plan, this incentive plan and this plan refer to Dbappsecurity Co.Ltd(688023) 2022 restricted stock incentive plan
Restricted shares and class II restricted shares refer to the shares of the company obtained and registered by incentive objects who meet the grant conditions of the incentive plan after meeting the corresponding benefit conditions
Incentive objects refer to the core technical personnel of the company (including subsidiaries) who obtain restricted shares and other personnel deemed necessary by the board of directors in accordance with the provisions of the incentive plan
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 when granting restricted shares to the incentive object and the incentive object obtains the shares of the company
Attribution refers to the behavior that the listed company registers the shares in the account of the incentive object after the incentive object meets the benefit conditions
Vesting date refers to the date when the granted shares are registered after the incentive object meets the benefit conditions. It must be the trading day
Vesting conditions refer to those established by the restricted stock incentive plan, and the incentive object is to obtain incentive shares
