Securities code: 688516 securities abbreviation: Wuxi Autowell Technology Co.Ltd(688516) Wuxi Autowell Technology Co.Ltd(688516)
Restricted stock incentive plan for 2022
(Draft)
Wuxi Autowell Technology Co.Ltd(688516)
February, 2002
Statement
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.
All incentive objects of the company promise that if the company does not comply with the granted rights and interests or the ownership arrangement of 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 incentive plan to the company after the relevant information disclosure documents are confirmed to have false records, misleading statements or major omissions.
hot tip
1、 This 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 Listing Rules of the Shanghai Stock Exchange, the measures for the administration of equity incentive of listed companies, the self regulatory guide for listed companies on the science and Innovation Board No. 4 – disclosure of equity incentive information and other relevant laws, regulations and normative documents, And the formulation of the Wuxi Autowell Technology Co.Ltd(688516) articles of association.
2、 The incentive form adopted in this incentive plan is restricted stock (the second type of restricted stock). The stock source is the RMB A-share common stock of the company issued by Wuxi Autowell Technology Co.Ltd(688516) (hereinafter referred to as “the company” or “the company”) to the incentive object.
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.
3、 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 shares of the company granted by any incentive object in the incentive plan through the equity incentive plan within the whole validity period shall not exceed 1.00% of the total share capital of the company when the plan is submitted to the general meeting of shareholders for deliberation.
4、 The grant price (including reserved grant) of restricted shares in the incentive plan is 110.00 yuan / share. From the date of announcement of the draft incentive plan to the date when the incentive object completes the ownership registration of restricted shares, 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 and quantity of restricted shares will be adjusted accordingly in accordance with the relevant provisions of the incentive plan.
5、 The total number of incentive objects granted in the incentive plan for the first time is 850, accounting for 38.64% of the total number of employees of the company, including directors, senior managers, core technicians who worked in the company (including branches and subsidiaries, the same below) when the company announced the incentive plan, as well as other personnel deemed necessary by the board of directors.
Reserved incentive objects refer to the incentive objects that have not been determined when the incentive plan is approved by the general meeting of shareholders, but are included in the incentive plan during the duration of the incentive plan, which shall be determined within 12 months after the incentive plan is reviewed and approved by the general meeting of shareholders. The criteria for determining the incentive objects of reserved restricted shares shall be determined with reference to the criteria for the first grant.
6、 The validity period of this incentive plan shall be no more than 72 months from the date of the grant of restricted shares to the date when all the restricted shares granted to the incentive object are vested or invalid. The restricted shares granted to the incentive object will be vested in several times according to the agreed proportion, and each equity vesting shall be subject to meeting the corresponding vesting conditions.
7、 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 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.
8、 The incentive objects participating in the incentive plan do not include the company’s supervisors and independent directors. The incentive object complies with the provisions of Article 8 of the measures for the administration of equity incentive of listed companies, 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;
(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.
9、 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.
10、 The incentive plan can be implemented only after being deliberated and approved by the general meeting of shareholders of the company.
11、 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.
12、 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 3 chapter I interpretation Chapter II purpose and principles of this incentive plan Chapter III Management Organization of this incentive plan Chapter IV determination basis and scope of incentive objects Chapter V incentive methods, sources, quantity and distribution of restricted stocks Chapter VI validity period, grant date, ownership arrangement and lock up period of this incentive plan Chapter VII grant price of restricted shares and determination method of grant price Chapter VIII vesting and vesting conditions of restricted shares Chapter IX implementation procedures of restricted stock incentive plan Chapter X adjustment methods and procedures of restricted stock incentive plan Chapter XI accounting treatment of restricted stocks 26 Chapter XII respective rights and obligations of the company / incentive object 28 Chapter XIII handling of changes in the company / incentive object 30 chapter XIV Supplementary Provisions thirty-three
Chapter I interpretation
Unless otherwise specified, the following words have the following meanings in this article: Wuxi Autowell Technology Co.Ltd(688516) , the company, the company and the listed company refer to Wuxi Autowell Technology Co.Ltd(688516) company
Restricted stock incentive plan and this incentive plan refer to Wuxi Autowell Technology Co.Ltd(688516) 2022 restricted stock incentive plan and this 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 attribution conditions
According to the provisions of this incentive plan, the directors, senior managers, core technicians and other personnel (excluding independent directors and supervisors) of the company that obtains restricted shares (including branches, and the incentive object refers to subsidiaries) as well as other personnel that the board of directors deems necessary to be encouraged
Grant date refers to the date on which the company grants restricted shares to incentive objects
The grant price refers to the price of each restricted stock granted by the company to the incentive object
The term of validity refers to the period from the date of the grant of restricted shares to the date when all the restricted shares granted to the incentive object are vested or invalid
Attribution refers to the behavior of a listed company to register its shares in the account of the incentive object after the restricted stock incentive object meets the benefit conditions
Attribution conditions refer to the benefit conditions set up by the restricted stock incentive plan, and the incentive object is to obtain the incentive stock
Vesting date refers to the date on which the authorized shares are registered after the restricted stock incentive object meets the benefit conditions. It must be the trading day
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
Listing Rules refers to the Listing Rules of Shanghai Stock Exchange’s Sci tech innovation board
The Administrative Measures refer to the administrative measures for equity incentive of listed companies
The regulatory guide refers to the self regulatory guide for listed companies on the science and Innovation Board No. 4 – disclosure of equity incentive information
Articles of association means the Wuxi Autowell Technology Co.Ltd(688516) articles of association
CSRC refers to the China Securities Regulatory Commission
Stock exchange refers to Shanghai Stock Exchange
China Securities Depository and Clearing Corporation refers to the Shanghai Branch of China Securities Depository and Clearing Corporation Limited
RMB / 10000 refers to RMB / 10000
Note: 1. Unless otherwise specified, the financial data and financial indicators quoted in this draft refer to the financial data in the consolidated statement and the financial indicators calculated based on such financial data.
2. In this draft, the difference in the mantissa between the sum of some total numbers and each detailed number is caused by rounding.
Chapter II purpose and principle of the 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, This incentive plan is formulated in accordance with the company law, securities law, administrative measures, listing rules, regulatory guidelines and other relevant laws, regulations and normative documents, as well as the provisions of 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.
Chapter III Management Organization of the incentive plan
1、 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 incentive plan. The general meeting of shareholders may authorize the board of directors to handle some matters related to the incentive plan within its authority.
2、 The board of directors is the executive management organization of the incentive plan and is responsible for the implementation of the incentive plan. The remuneration and assessment committee (hereinafter referred to as the “Remuneration Committee”) under the board of directors is responsible for formulating and revising the incentive plan
