China National Software And Service Company Limited(600536)
Measures for the administration of restricted stock incentive plan in 2021
Chapter I General Provisions
Article 1 in order to implement the restricted stock incentive plan of China National Software And Service Company Limited(600536) (hereinafter referred to as ” China National Software And Service Company Limited(600536) ” or “the company”) in 2021 (hereinafter referred to as “restricted stock incentive plan” or “this incentive plan” or “this plan”), and clarify the management organization of this incentive plan and its responsibilities, implementation procedures, treatment of special circumstances and other contents, these measures are hereby formulated.
Article 2 in accordance with the relevant national laws, administrative regulations, departmental rules and normative documents, as well as the relevant provisions of the articles of association and restricted stock incentive plan of China National Software And Service Company Limited(600536) company, and in combination with the actual situation of the company, the measures for the administration of China National Software And Service Company Limited(600536) restricted stock incentive plan in 2021 (hereinafter referred to as “the measures”) is formulated, which will come into force after being deliberated and adopted by the general meeting of shareholders of the company.
Article 3 the restricted stock incentive plan is a medium and long-term incentive plan for the directors and senior managers (excluding independent directors, external directors and supervisors) of the company with the core technicians, core managers and core business personnel that have a direct impact on the company’s business performance and future development recognized by the board of directors. The restricted stock incentive plan shall come into force after being proposed by the company’s remuneration and assessment committee, reviewed by the board of directors, completed the relevant procedures of the state owned assets supervision and Administration Commission of the State Council, and reviewed and approved by the company’s general meeting of shareholders.
Article 4 the board of directors shall conduct strict management in accordance with the principles of legal norms and openness and transparency on the basis of the restricted stock incentive plan deliberated and approved by the general meeting of shareholders (if there is any revision, the revised version shall prevail).
Article 5 the management of the restricted stock incentive plan includes the formulation and revision of the restricted stock incentive plan, the qualification examination of incentive objects, the granting and lifting of restrictions on the sale of restricted shares, and information disclosure.
Article 6 unless otherwise specified, the meanings of terms involved in these measures are the same as those in the restricted stock incentive plan.
Chapter II management organization and responsibilities
Article 7 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 plan. The general meeting of shareholders may authorize the board of directors to handle some matters related to the incentive plan within its authority.
Article 8 the board of directors is the executive and management organization 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 deliberation and approval, the board of directors shall submit it to the general meeting of shareholders for approval, and handle relevant matters of the plan within the scope authorized by the general meeting of shareholders.
Article 9 the board of supervisors is the supervisory body of the plan, which is responsible for reviewing the list of incentive objects. It shall express its opinions on whether the plan is conducive to the sustainable development of the listed company and whether there is obvious damage to the interests of the listed company and all shareholders, and whether the implementation of the plan complies with relevant laws, administrative regulations Supervise the departmental rules and the business rules of Shanghai Stock Exchange (hereinafter referred to as the “Stock Exchange”).
Article 10 independent directors shall express independent opinions on whether the 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, and solicit entrusted voting rights from all shareholders on the plan. Chapter III effectiveness of incentive plan
Article 11 the remuneration and assessment committee of the board of directors shall be responsible for formulating the restricted stock incentive plan and submitting it to the board of directors.
Article 12 when the board of directors reviews the incentive plan, the directors who are the incentive object or have an associated relationship with them shall withdraw from voting. The board of directors shall submit the incentive plan to the general meeting of shareholders for deliberation after reviewing and adopting the incentive plan and performing the publicity and announcement procedures; At the same time, it shall submit to the general meeting of shareholders for authorization to be responsible for the granting, lifting of restrictions on sales and repurchase of restricted shares.
Article 13 the independent directors and the board of supervisors 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 company will hire an independent financial consultant to express professional opinions on the feasibility of the incentive plan, whether it is conducive to the sustainable development of the company, whether it damages the interests of the company and the impact on the interests of shareholders.
Article 14 after the implementation of relevant procedures of the incentive plan, the company shall convene the general meeting of shareholders to review and approve the incentive plan and implement it. The company shall publicize the names and positions of the incentive objects through the company’s bulletin board before the general meeting of shareholders (the publicity period shall not be less than 10 days). The board of supervisors shall review the list of equity incentives and fully listen to the public opinions. The company shall disclose the explanation of the board of supervisors on the review and publicity of the incentive list five days before the general meeting of shareholders considers the incentive plan.
Article 15 when the general meeting of shareholders of the company votes on the incentive plan, the independent directors shall solicit the entrusted voting rights from all shareholders on the incentive plan. The general meeting of shareholders shall vote on the contents of the equity incentive plan specified in Article 9 of the measures for the administration of equity incentive of listed companies (hereinafter referred to as the “measures”), which shall be separately counted and disclosed by more than 2 / 3 of the voting rights held by the shareholders attending the meeting, except for the directors, supervisors, senior managers Voting of shareholders other than those who individually or jointly hold more than 5% of the company’s shares.
When the general meeting of shareholders of the company deliberates the equity incentive plan, the shareholders who are the incentive object or have an associated relationship with the incentive object shall avoid voting.
Article 16 when the incentive plan is reviewed and approved by the general meeting of shareholders of the company and meets the grant conditions specified in the incentive plan, the company will grant restricted shares to the incentive objects within the specified time. After being authorized by the general meeting of shareholders, the board of directors is responsible for the grant, lifting of restrictions on sale and repurchase of restricted shares.
Article 17 after the shareholders’ meeting deliberates and approves the incentive plan, the company shall sign the restricted stock grant agreement with the incentive object to stipulate the rights and obligations of both parties.
Article 18 before the company grants rights and interests to the incentive object, the board of directors shall review and announce whether the conditions for the incentive object to be granted rights and interests set in the equity incentive plan have been met.
Independent directors and the board of supervisors shall express clear opinions at the same time. Law firms shall issue legal opinions on whether the conditions for granting rights and interests to incentive objects have been met.
The board of supervisors of the company shall verify the list of incentive objects on the grant date of restricted shares and express its opinions. Grant of restricted shares.
Article 19 when there is a difference between the arrangement of the company’s granting rights and interests to the incentive object and the equity incentive plan, the independent directors, the board of supervisors (when the incentive object changes) and the law firm shall express clear opinions at the same time. Article 20 after the equity incentive plan is deliberated and approved by the general meeting of shareholders, the company shall complete the grant, registration and announcement in accordance with the management measures.
If the directors and senior executives of the company, as the incentive object, have reduced their holdings of the company’s shares six months before the granting of restricted shares, the granting of restricted shares shall be postponed for six months from the date of the last reduction transaction in accordance with the provisions of the securities law.
Article 21 before granting rights and interests, the company shall submit an application to the stock exchange. After being confirmed by the stock exchange, the securities registration and settlement institution shall handle the registration and settlement matters.
Chapter IV lifting of restrictions on the sale of restricted shares
Article 22 the restricted shares granted under the plan shall enter a 36 month period of lifting the restriction after 24 months from the date of grant. The remuneration and assessment committee of the board of directors shall verify that the company meets the conditions for lifting the restrictions on sales. If the conditions for lifting the restrictions on sales specified in the restricted stock incentive plan are met, the lifting restrictions coefficient of each incentive object shall be determined according to the performance evaluation results of the incentive objects, and the lifting restrictions scheme shall be formulated and submitted to the board of directors for approval.
Article 23 the board of directors shall review whether the conditions for lifting the restrictions on sales set in the incentive plan have been achieved, and the independent directors and the board of supervisors shall express clear opinions at the same time. The law firm shall issue legal opinions on whether the conditions for the incentive object to lift the sales restriction have been met.
Article 24 after the deliberation and approval of the board of directors, the company shall handle the lifting of the restriction uniformly for the incentive objects that meet the conditions for lifting the restriction. For the incentive objects that do not meet the conditions, the company shall repurchase the restricted shares corresponding to the lifting of the restriction, and the repurchased shares will be in accordance with the company law The detailed rules for the implementation of share repurchase by listed companies of Shanghai Stock Exchange and other laws and regulations shall be handled.
Article 25 before lifting the restriction on the sale of restricted shares of incentive objects, the company shall submit an application to the stock exchange. After being confirmed by the stock exchange, the securities registration and settlement institution shall handle the registration and settlement matters.
Chapter V change of incentive plan
Article 26 If the company intends to change the incentive plan before the general meeting of shareholders deliberates the incentive plan, it must be deliberated and approved by the board of directors.
Article 27 except for the circumstances stipulated in the incentive plan or authorized by the general meeting of shareholders, if the company changes the plan after the general meeting of shareholders deliberates and approves the incentive plan, it shall be deliberated and decided by the general meeting of shareholders, and the following circumstances shall not be included:
(I) circumstances leading to the early lifting of sales restrictions;
(II) reducing the grant price.
Article 28 the independent directors and the board of supervisors shall express clear opinions on whether the changed 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.
Article 29 the law firm shall express professional opinions on whether the changed plan complies with the provisions of relevant laws and regulations and the incentive plan, and whether there is any situation that obviously damages the interests of the company and all shareholders.
Chapter VI termination of incentive plan
Article 30 if the company intends to terminate the implementation of the incentive plan before the general meeting of shareholders deliberates the incentive plan, it shall be deliberated and approved by the board of directors.
Article 31 If the company terminates the implementation of the incentive plan after the general meeting of shareholders deliberates and approves the incentive plan, it shall be deliberated and decided by the general meeting of shareholders.
Article 32 a law firm shall express professional opinions on whether the termination of incentives by the company complies with the provisions of the administrative measures and relevant laws and regulations, and whether there is any situation that obviously damages the interests of the company and all shareholders.
Article 33 upon the termination of this incentive plan, the company shall buy back the restricted shares that have not been lifted and deal with them in accordance with the provisions of the company law.
Article 34 before repurchasing restricted shares, the company shall submit an application to the stock exchange. After being confirmed by the stock exchange, the securities registration and settlement institution shall handle the registration and settlement matters.
Chapter VII handling of special circumstances
Article 35 handling of changes in the company
(I) in case of any of the following circumstances, the incentive plan will be terminated immediately. The restricted shares granted to the incentive object but not yet lifted shall not be lifted, but shall be repurchased by the company, and the repurchased shares will be handled in accordance with the company law, implementation rules and other laws and regulations:
1. Merger or division of the company;
2. 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;
3. The internal control of the financial report of the latest fiscal year is an audit report with a negative opinion or unable to express an opinion issued by a certified public accountant;
4. The company is subject to administrative punishment by the CSRC for major violations of laws and regulations;
5. The company’s operating losses lead to indefinite suspension of trading, disqualification from listing, bankruptcy or dissolution;
6. If the company repurchases and cancels its shares and fails to meet the listing conditions, the company will go off the market;
7. Failure to distribute profits in accordance with laws and regulations, articles of association and public commitments within the last 36 months after listing;
8. Circumstances where equity incentive is prohibited by laws and regulations;
9. Other circumstances that the CSRC deems necessary to terminate the incentive plan.
(II) if the company fails to meet the conditions for granting restricted shares or lifting the restriction arrangement due to false records, misleading statements or major omissions in the information disclosure documents of the plan, the restricted shares that have not been lifted will be repurchased by the company, and the repurchased shares will be handled in accordance with the company law, implementation rules and other laws and regulations. If the restricted shares granted to the incentive object have been lifted, all incentive objects shall return the granted rights and interests. The board of directors shall recover the income of the incentive object in accordance with the provisions of the preceding paragraph and the relevant arrangements of the incentive plan.
Article 36 handling of changes in the personal situation of incentive objects
(I) if the incentive object loses the qualification to participate in the incentive plan due to one of the following circumstances, the restricted shares of the incentive object that have been lifted will continue to be valid. The restricted shares that have not been lifted will be repurchased by the company, and the repurchased shares will be handled in accordance with the requirements of the company law, implementation rules and other laws and regulations:
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. Those who are not allowed to participate in the equity incentive of listed companies according to laws and regulations;
6. Other circumstances recognized by the CSRC.
(II) within six months from the date of occurrence of any of the following circumstances, the restricted shares that have met the conditions for lifting the restrictions in the current year can be lifted; Restricted shares that have not yet met the conditions for lifting the restrictions on sale shall be repurchased and cancelled by the company at the grant price plus the interest calculated at the benchmark deposit interest rate for the same period published by the people’s Bank of China at the time of Repurchase:
1. When the incentive object is transferred out of the company due to organizational arrangement and does not work in the company;
2. When the incentive object dies (its legal successor shall lift the sales restriction according to the regulations);
3. When the incentive object loses civil capacity.
(III) when the incentive object becomes an independent director, supervisor or other person who cannot hold the company’s restricted shares, all the restricted shares that have not been lifted shall be repurchased and cancelled by the company at the grant price plus the interest calculated at the benchmark deposit interest rate for the same period published by the people’s Bank of China at the time of repurchase.
(IV) in case of any of the following circumstances, all restricted shares of the incentive object that have not been lifted shall be repurchased and cancelled by the company, and the repurchase price shall be the higher of the grant price and the market price of the company’s shares at the time of repurchase (the average trading price of the company’s underlying shares one trading day before the announcement of the resolution of the board of directors to consider the repurchase)
