Securities code: 688516 securities abbreviation: Wuxi Autowell Technology Co.Ltd(688516) Announcement No.: 2022-012 Wuxi Autowell Technology Co.Ltd(688516)
2022 restricted stock incentive plan (Draft) summary announcement
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear legal responsibility for the authenticity, accuracy and integrity of its contents according to law.
Important content tips:
Equity incentive method: restricted stock (class II)
Share source: the company issues A-share common stock to the incentive object
Total equity of equity incentive and total number of underlying shares involved: the restricted stock incentive plan (Draft) Wuxi Autowell Technology Co.Ltd(688516) 2022 (hereinafter referred to as “the incentive plan” or “the plan”) plans to grant 950000 restricted shares to the incentive object, accounting for about 0.96% of the total share capital of the company at the time of announcement of the draft incentive plan. Among them, 850000 shares were granted for the first time, accounting for about 0.86% of the company’s total share capital of 98.67 million shares at the time of announcement of the draft incentive plan, and the part granted for the first time accounted for 89.47% of the total equity granted this time; 100000 shares are reserved, accounting for about 0.10% of the company’s total share capital of 98.67 million shares at the time of announcement of the draft incentive plan, and the reserved part accounts for 10.53% of the total equity granted this time.
1、 Purpose of equity incentive plan
In order to further establish and improve the company’s long-term incentive mechanism, attract and retain excellent talents, fully mobilize the enthusiasm and creativity of the company’s core team, effectively combine the interests of shareholders, the company and the personal interests of the core team, and make all parties pay common attention to the long-term development of the company, on the premise of fully protecting the interests of shareholders, according to the principle of equal income and contribution, In accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), the measures for the administration of equity incentive of listed companies (hereinafter referred to as the “administrative measures”) and the Listing Rules of Shanghai Stock Exchange on the science and Innovation Board (hereinafter referred to as the “Listing Rules”) This incentive plan is formulated in accordance with the provisions of relevant laws, regulations and normative documents such as self regulatory guide No. 4 – disclosure of equity incentive information of listed companies on the science and Innovation Board (hereinafter referred to as the “regulatory guide”) and the Wuxi Autowell Technology Co.Ltd(688516) articles of Association (hereinafter referred to as the “articles of association”).
As of October 2021, the incentive plan was announced to grant 470.00 restricted shares to the company at the same time. November 15, 2021 is the reserved grant date, granting 323500 restricted shares to 46 incentive objects at the price of 106.00 yuan / share. As of the announcement date of the incentive plan, the restricted shares of the incentive plan have not yet reached the vesting period.
This incentive plan is independent of the restricted stock incentive plan in 2021 being implemented, and there is no relevant connection.
2、 Equity incentive method and source of underlying stock
(I) equity incentive method
The incentive tool adopted in this incentive plan is the second type of restricted stock. After meeting the corresponding attribution conditions, the incentive objects who meet the grant conditions of the incentive plan will obtain the additional A-share common shares issued by the company in batches at the grant price, and these shares will be registered in Shanghai Branch of China Securities Depository and Clearing Co., Ltd. The restricted stock granted to the incentive object does not enjoy the rights of shareholders of the company before it is vested, and the restricted stock shall not be transferred, used for guarantee or debt repayment.
(II) source of underlying stock
The source of the underlying stock involved in this incentive plan is the company’s directional issuance of A-share common stock to the incentive object.
3、 Number of rights and interests to be granted under the equity incentive plan
The incentive plan intends to grant 950000 restricted shares to the incentive objects, accounting for about 0.96% of the total share capital of the company at the time of announcement of the draft incentive plan. Among them, 850000 shares were granted for the first time, accounting for about 0.86% of the company’s total share capital of 98.67 million shares at the time of announcement of the draft incentive plan, and the part granted for the first time accounted for 89.47% of the total equity granted this time; 100000 shares are reserved, accounting for about 0.10% of the company’s total share capital of 98.67 million shares at the time of announcement of the draft incentive plan, and the reserved part accounts for 10.53% of the total equity granted this time.
The total number of subject shares involved in the equity incentive plan within the whole validity period of the company shall not exceed 20.00% of the total share capital of the company when the equity incentive plan is submitted to the general meeting of shareholders for deliberation.
From the announcement date of the incentive plan to the time when the incentive object is granted restricted shares, and from the time when the incentive object is granted restricted shares to the time of ownership, the company has matters such as the conversion of capital reserve into share capital, the distribution of stock dividends, the division of shares, the allotment of shares and the reduction of shares, and the number of restricted shares granted shall be adjusted accordingly.
4、 Determination basis and scope of incentive objects and the number of rights and interests granted to them
(I) basis for determining incentive objects
1. Legal basis for determining incentive objects
The incentive objects of the incentive plan are determined in accordance with the company law, securities law, administrative measures, listing rules, regulatory guidelines and other relevant laws, regulations, normative documents and the articles of association, and in combination with the actual situation of the company.
2. Job basis for determining incentive objects
The incentive objects involved in the first grant of the incentive plan are the directors, senior managers, core technicians who worked in the company (including branches and subsidiaries) when the company announced the incentive plan, as well as other personnel (excluding independent directors and supervisors) deemed necessary by the board of directors.
(II) scope of incentive objects
The total number of incentive objects involved in the first grant of the incentive plan is 850, accounting for 38.64% of the total 2200 employees of the company (as of December 31, 2021). include:
1. Directors, senior managers and core technicians;
2. Other personnel deemed necessary by the board of directors.
All the above incentive objects do not include independent directors, supervisors, shareholders holding more than 5% shares alone or in total or actual controllers of listed companies and their spouses, parents and children. Among the above incentive objects, the directors and senior managers of the company must be elected by the general meeting of shareholders or appointed by the board of directors of the company. All incentive objects must have employment or labor relations with the company or its branches and subsidiaries when the company grants restricted shares and within the assessment period specified in the incentive plan.
The above incentive objects include some foreign employees. The reason why the company includes them in this incentive plan is that the company is committed to the international development strategy, and the foreign employees included in the incentive objects play an important role in the company’s daily management, technology, business, operation and other aspects to varying degrees. Equity incentive is a commonly used incentive means for overseas companies. Foreign employees are familiar with the salary mode of cash salary plus equity incentive. The implementation of equity incentive can stabilize the existing foreign talents and attract new excellent talents.
This incentive plan will further promote the construction and stability of the company’s talent team, so as to contribute to the long-term development of the company.
The incentive object of the reserved grant part shall be determined within 12 months after the incentive plan is considered and approved by the general meeting of shareholders. After the proposal of the board of directors, the explicit opinions of the independent directors and the board of supervisors, the professional opinions of lawyers and the legal opinions are issued, the company shall timely and accurately disclose the relevant information of the incentive object as required. If the incentive object is not specified for more than 12 months, the reserved rights and interests shall become invalid. The criteria for determining the reserved incentive object shall be determined with reference to the criteria for the first award.
(III) distribution of restricted shares granted to incentive objects
The distribution of restricted shares granted by the incentive plan among incentive objects is shown in the table below:
Incentive plan of restricted occupation granted
Name Nationality position number of shares institutional shares transferred to announcement day shares
Proportion of total (10000 shares)
1、 Directors, senior managers and core technicians
Zhou Yongxiu, director and Secretary of the board of directors of China 1.50 1.58% 0.02%
Yin Zhe, director and chief financial officer of China 1.50 1.58% 0.02%
Liu Hantang, deputy general manager of China 1.50 1.58% 0.02%
Liu shiting, Chinese director and core technician 0.50 0.53% 0.01%
Zhu you is China’s core technical personnel 0.30 0.32% 0.00%
Ji Binbin Chinese core technical personnel 0.50 0.53% 0.01%
Liu Wei: China’s core technicians 0.30 0.32% 0.00%
Ma Hongwei, Chinese core technicians 0.30 0.32% 0.00%
Xu Hong Chinese core technicians 0.30 0.32% 0.00%
Mingchengru China’s core technical personnel 0.30 0.32% 0.00%
Jiang Jiong Chinese core technicians 0.30 0.32% 0.00%
Xie Zhijun Chinese core technical personnel 0.30 0.32% 0.00%
Tang Zhaoji Chinese core technicians 0.30 0.32% 0.00%
Yin Qinghui Chinese core technicians 0.50 0.53% 0.01%
2、 76.60, 80.63% and 0.78% of other personnel (836 people) considered by the board of directors to be motivated
Total quantity of first grant part 85.00 89.47% 0.86%
3、 Reserved part 10.00 10.53% 0.10%
Total 95.00 100.00% 0.96%
Note: 1. The shares of the company granted by any of the above incentive objects through the equity incentive plan within the whole validity period do not exceed 1.00% of the total share capital of the company. The total number of subject shares involved in the equity incentive plan within the whole validity period of the company shall not exceed 20.00% of the total share capital of the company when the equity incentive plan is submitted to the general meeting of shareholders for deliberation. If the incentive object voluntarily abandons the granted rights and interests for personal reasons, the board of directors shall adjust the number of grants accordingly, and the share of rights and interests abandoned by the incentive object can be distributed among the incentive objects or adjusted to the reserved part. However, after adjustment, the shares of the company granted by any incentive object through the equity incentive plan within the validity period shall not exceed 1.00% of the total share capital of the company, The proportion of reserved rights and interests after adjustment shall not exceed 20.00% of the number of rights and interests to be granted in the incentive plan.
2. Some incentive objects granted by the plan for the first time do not include independent directors, supervisors, shareholders who individually or jointly hold more than 5% of the shares of the listed company, actual controllers of the listed company and their spouses, parents and children.
3. The incentive objects of the reserved part shall be determined within 12 months after the incentive plan is considered and approved by the general meeting of shareholders. After the proposal of the board of directors, the explicit opinions of the independent directors and the board of supervisors, the professional opinions of lawyers and the legal opinions are issued, the company shall timely and accurately disclose the relevant information of the incentive objects on the designated website as required.
4. If there is any difference in the mantissa between the sum of some total numbers and each detailed number in the above table, it is caused by rounding.
(IV) 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.
Discuss the explanation of the board of supervisors on the review and publicity of the list of incentive objects five days before the incentive plan. The list of incentive objects adjusted by the board of directors of the company shall also be verified by the board of supervisors of the company.
(V) during the implementation of the incentive plan, if the incentive object is not allowed to become the incentive object as stipulated in the management measures and the incentive plan, the incentive object shall not be granted restricted shares, and the ownership of the granted but not yet vested restricted shares shall be cancelled and invalidated.
5、 Relevant schedule of this incentive plan
(I) effectiveness of the incentive plan
