Securities abbreviation: China National Software And Service Company Limited(600536) securities code: 600536 China National Software And Service Company Limited(600536) 2021 restricted stock incentive plan
(Revised Draft)
China National Software And Service Company Limited(600536)
February, 2002
Statement
The company and all directors and supervisors guarantee that there are no false records, misleading statements or major omissions in the plan and its summary, and bear individual and joint legal liabilities for its authenticity, accuracy and completeness.
All incentive objects of the company promise 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 objects shall return all the benefits obtained from the plan to the company after the relevant information disclosure documents are confirmed to have false records, misleading statements or major omissions.
hot tip
1. The stock incentive plan is 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 (revised in 2018), the Trial Measures for the implementation of equity incentive by state-controlled listed companies (domestic) (Guo Zi FA FA FA FA FA Fa [2006] No. 175) Notice on issues related to regulating the implementation of equity incentive system by state-owned holding listed companies (gzfff [2008] No. 171), notice of SASAC on matters related to further improving the equity incentive work of listed companies controlled by central enterprises (gzfkfg [2019] No. 102) The notice on printing and distributing the guidelines for the implementation of equity incentive by listed companies controlled by central enterprises (gzkp [2020] No. 178), other relevant laws, regulations and normative documents and the China National Software And Service Company Limited(600536) articles of association were formulated.
2. The incentive tool adopted in this incentive plan is restricted stock. The stock source is China National Software And Service Company Limited(600536) a ordinary shares issued by the company to the incentive object.
3. The incentive plan intends to grant a total of 14.83 million restricted shares to the incentive objects, accounting for about 3.00% of the total share capital of the company at the time of announcement of the draft incentive plan. Among them, 13.35 million shares were granted for the first time, accounting for 90.00% of the total granted under the plan and about 2.70% of the total share capital of the company at the time of announcement of the draft incentive plan; 1.48 million shares are reserved, accounting for 10.00% of the total granted under the plan and about 0.30% of the total share capital of the company at the time of announcement 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 number of restricted shares 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.
4. During the period from the date of announcement of the incentive plan to the completion of the restricted stock registration of 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 distribution, etc., the grant price or number of restricted shares will be adjusted accordingly according to the incentive plan.
5. The number of incentive objects to be granted under the incentive plan shall not exceed 600, accounting for 5.81% of the total number of 10321 employees of the company (as of December 31, 2020), including the directors, senior managers, middle managers and employees of the company, wholly-owned or holding subsidiaries when the company announced the incentive plan Core key personnel and other personnel deemed by the board of directors to have made special contributions to the company, excluding 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, and there are no following circumstances that shall not be incentive objects as stipulated in Article 8 of the management measures:
(1) Being identified as an inappropriate candidate by the stock exchange within the last 12 months;
(2) In the last 12 months, it has been identified as an inappropriate candidate by the CSRC and its dispatched offices;
(3) 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;
(4) Those who are not allowed to serve as directors or senior managers of the company as stipulated in the company law; (5) Not participating in the equity incentive of Listed Companies in accordance with laws, regulations and relevant provisions;
(6) Other circumstances recognized by the CSRC.
6. The incentive objects are not subject to the following circumstances as stipulated in Article 35 of the Trial Measures for the implementation of equity incentive by state-owned holding listed companies (domestic) (Guo Zi FA FA FA FA Fa [2006] No. 175): (1) violation of relevant national laws and regulations and the articles of association of listed companies;
(2) During his term of office, he caused losses to the listed company due to illegal and disciplinary acts such as taking bribes, asking for bribes, embezzlement and theft, divulging the operation and technical secrets of the listed company, carrying out related party transactions, damaging the interests and reputation of the listed company and having a significant negative impact on the image of the listed company.
7. The validity period of the incentive plan shall be no more than 72 months from the date of the first grant of restricted shares to the date when all the restricted shares granted to the incentive object are lifted or repurchased.
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 (revised in 2018):
(1) The financial and accounting report of the most recent fiscal year is an audit report with a negative opinion or unable to express an opinion issued by a certified public accountant;
(2) The internal control of the financial report of the most recent fiscal year is an audit report with a negative opinion or unable to express an opinion issued by a certified public accountant;
(3) Failure to distribute profits in accordance with laws and regulations, articles of association and public commitments within the last 36 months after listing;
(4) Equity incentive is not allowed according to laws and regulations;
(5) Other circumstances recognized by the CSRC.
9. The company meets the conditions specified in Article 5 of the Trial Measures for the implementation of equity incentive by state-owned holding listed companies (domestic) (gzffd [2006] No. 175):
(1) The corporate governance structure is standardized, the shareholders' meeting, the board of directors and the management are well organized, and their responsibilities are clear. External directors (including independent directors, the same below) account for more than half of the members of the board of directors;
(2) The remuneration and assessment committee is composed of external directors, with sound remuneration and assessment committee system, perfect rules of procedure and standardized operation;
(3) Sound internal control system and performance appraisal system, standardized basic management system, and established labor employment, salary and welfare system and performance appraisal system in line with the requirements of market economy and modern enterprise system;
(4) The development strategy is clear, the asset quality and financial status are good, and the business performance is stable; No financial violations and bad records in recent three years;
(5) Other conditions stipulated by the securities regulatory authority.
10. The company meets the conditions specified in Article 6 of the notice on printing and distributing the guidelines for the implementation of equity incentive by listed companies controlled by central enterprises (Guo Zi kaofen [2020] No. 178):
(1) Corporate governance is standardized. The general meeting of shareholders, the board of directors, the board of supervisors and the management are well organized and have clear responsibilities.
The system of electing and replacing directors at the general meeting of shareholders is sound, and the board of directors has the right to select, employ, assess and motivate senior managers;
(2) The number of external directors (including independent directors) shall reach more than half of the members of the board of directors. The remuneration and assessment committee is composed of all external directors. The remuneration and assessment committee has a sound system, perfect rules of procedure and standardized operation;
(3) The basic management system is standardized, the internal control system is sound, and the three system reforms are in place. A labor employment, performance assessment, salary and welfare system that meets the requirements of market competition has been established;
(4) The development strategy is clear, the asset quality and financial status are good, and the business performance is stable. No violation of laws and regulations in financial accounting, income distribution and salary management in recent three years;
(5) Improve the restraint mechanisms such as economic responsibility audit, information disclosure, deferred payment and recourse deduction symmetrical with the incentive mechanism;
(6) Other conditions stipulated by the securities regulatory authority.
11. 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.
12. 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.
13. The incentive plan shall be reviewed and approved by the state owned assets supervision and Administration Commission of the State Council before the company can convene a general meeting of shareholders to review and approve the incentive plan and implement it.
14. Within 60 days from the date when the general meeting of shareholders deliberates and approves the incentive plan and the granting conditions are met, the company will convene the board of directors to grant the incentive object 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, the implementation of the incentive plan shall be terminated, and the non granted restricted shares shall become invalid.
15. The implementation of this incentive plan will not result in the company's equity distribution not meeting the requirements of listing conditions.
catalogue
Chapter I interpretation Chapter II purpose and principles of this incentive plan Chapter III Management Organization of incentive plan Chapter IV determination basis and scope of incentive objects Chapter V stock source, quantity and distribution Chapter VI validity period, grant date, restriction period, lifting of restriction arrangement and lock up period Chapter VII grant price of restricted shares and determination method of grant price Chapter VIII grant of restricted shares and conditions for lifting restrictions on sale Chapter IX adjustment methods and procedures of equity incentive plan Chapter 10 accounting treatment of restricted stock incentive plan Chapter XI implementation procedures of the plan Chapter 12 rights and obligations of the company and incentive objects 32 Chapter XIII handling of abnormal situations of the company and incentive objects Chapter 14 principles for repurchase and cancellation of restricted shares 37 Chapter 15 Supplementary Provisions thirty-nine
Chapter I interpretation
Unless otherwise stated, in this incentive plan, the following words have the following specific meanings:
The company, the company and the middle finger China National Software And Service Company Limited(600536)
National software
China National Software And Service Company Limited(600536) restricted stock in 2021 this incentive plan refers to the incentive plan, that is, taking China National Software And Service Company Limited(600536) A shares as the subject matter, the restricted stock incentive plan for the directors, senior managers, core backbone and other personnel of the company and its wholly-owned or holding subsidiaries
The companies and incentive objects receiving restricted shares in this restricted stock incentive plan refer to the directors and senior managers of wholly-owned or holding subsidiaries and other core technology, business, technology and management backbones that have a direct impact on the company's operating performance and future development recognized by the board of directors
Restricted stocks and target stocks refer to the shares of the company granted to incentive objects by the company according to the incentive plan
shares
The grant price refers to the price of each restricted stock granted by the company to the incentive object
The grant date refers to the date on which the company grants restricted shares to the incentive object after the implementation of the incentive plan is approved. The grant date must be the trading day
The restricted sale period refers to the period during which the restricted shares granted to the incentive object under the incentive plan are prohibited from being transferred, used for guarantee and debt repayment
The period of lifting the restriction on sales refers to the period during which the restricted shares held by the incentive object can be lifted and listed for circulation after the conditions for lifting the restriction on sales specified in the incentive plan are met
The validity period refers to the period from the date when the incentive object is granted restricted shares to the date when all restricted shares are lifted or the repurchase and cancellation are completed
CSRC refers to the China Securities Regulatory Commission
Shanghai Stock Exchange and stock exchange refer to Shanghai Stock Exchange
place
China Securities Depository and Clearing Corporation refers to the Shanghai Branch of China Securities Depository and Clearing Corporation Limited
Board of directors means the board of directors of the company
Board of supervisors refers to the board of supervisors of the company
General meeting means the general meeting of shareholders of the company
SASAC refers to the state owned assets supervision and Administration Commission of the State Council
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 (revised in 2018)
The Trial Measures refer to the Trial Measures for the implementation of equity incentive by state-owned holding listed companies (domestic) (Guo Zi FA FA FA FA FA Fa [2006] No. 175)
The Notice refers to the notice on issues related to regulating the implementation of equity incentive system by state-owned holding listed companies (SASAC)
