Securities code: 002943 securities abbreviation: Hunan Yujing Machinery Co.Ltd(002943) Hunan Yujing Machinery Co.Ltd(002943)
2022 stock option incentive plan
(Draft)
Hunan Yujing Machinery Co.Ltd(002943)
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
1、 Hunan Yujing Machinery Co.Ltd(002943) (hereinafter referred to as “the company”) formulates this incentive plan 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, the articles of association of Hunan Yujing Machinery Co.Ltd(002943) and other relevant provisions.
2、 The incentive tool adopted in this incentive plan is stock option. The stock source is the company’s A-share common stock issued to the incentive object.
3、 The number of stock options to be granted in the incentive plan is 2 million, accounting for about 2.00% of the total share capital of the company at the time of announcement of the draft incentive plan. Among them, 1.8 million shares were granted for the first time, accounting for about 1.80% of the total share capital of the company at the time of announcement of the draft incentive plan and about 90.00% of the total equity to be granted this time; 200000 reserved grants, accounting for about 0.20% of the total share capital of the company at the time of announcement of the draft incentive plan and about 10.00% of the total equity to be granted this time.
The total number of subject shares involved in the equity incentive plan of the company within the whole validity period does not exceed 10% of the total share capital of the company. The cumulative 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% of the total share capital of the company.
From the date of announcement of the incentive plan to the date when the incentive object completes the exercise of stock options, if the company has matters such as capital reserve converted into share capital, distribution of stock dividends, share subdivision or reduction, allotment and dividend distribution, the number of stock options and the total number of underlying shares involved will be adjusted accordingly.
4、 The exercise price of stock options (including reserved) in the incentive plan is 22.99 yuan / share.
From the date of announcement of the incentive plan to the date when the incentive object completes the exercise of stock options, if the company has matters such as capital reserve converted into share capital, distribution of stock dividends, share subdivision or reduction, allotment and dividend distribution, the exercise price of stock options will be adjusted accordingly.
5、 The number of incentive objects granted by this incentive plan for the first time shall not exceed 43, including senior managers and key employees of the company (including subsidiaries).
Within 12 months after the incentive plan is considered and approved by the general meeting of shareholders, the incentive objects reserved for grant shall be determined with reference to the standard of incentive objects granted for the first time; If the incentive object is not specified for more than 12 months, the reserved rights and interests shall become invalid. 6、 The validity period of the incentive plan shall be from the date of the first authorization of stock options to the date of full exercise or cancellation, and the maximum period shall not exceed 60 months.
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 is 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 independent directors, supervisors, shareholders or actual controllers who individually or jointly hold more than 5% of the shares of the company and their spouses, parents and children. 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 and other forms of financial assistance for the incentive object to obtain relevant stock options under this incentive plan, including providing guarantee for its loans.
10、 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 shall return all the benefits obtained from participating in the incentive plan to the company after the relevant information disclosure documents are confirmed to have false records, misleading statements or major omissions.
11、 The incentive plan can be implemented only after being deliberated and approved by the general meeting of shareholders of the company.
12、 Within 60 days from the date when the general meeting of shareholders deliberates and approves the incentive plan, the company will convene the board of directors in accordance with relevant regulations, determine the first authorization date, and complete registration, announcement and other relevant procedures. If the company fails to complete the above work within 60 days, it shall disclose the reasons for the failure in time, terminate the implementation of the incentive plan, and the stock options not granted shall become invalid. The reserved rights and interests shall be granted within 12 months after the incentive plan is considered and approved by the general meeting of shareholders.
13、 The implementation of this incentive plan will not result in the 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 this incentive plan Chapter IV determination basis and scope of incentive objects Chapter V source, quantity and distribution of stock options Chapter VI validity period, authorization date, waiting period, vesting date and lock up period of the incentive plan Chapter VII exercise price and determination method of stock options Chapter VIII authorization and exercise conditions of stock options Chapter IX adjustment methods and procedures of this incentive plan Chapter 10 accounting treatment of stock options Chapter XI implementation procedures of stock option incentive plan 27 Chapter XII respective rights and obligations of the company / incentive object Chapter 13 handling of changes in the company / incentive object 32 Chapter 14 settlement mechanism of relevant disputes or disputes between the company and incentive objects 35 Chapter 15 Supplementary Provisions thirty-six
Chapter I interpretation
Unless otherwise specified, the following words have the following meanings in this article:
Hunan Yujing Machinery Co.Ltd(002943) , the company, the company, refers to Hunan Yujing Machinery Co.Ltd(002943)
listed company
This incentive plan and this plan refer to Hunan Yujing Machinery Co.Ltd(002943) 2022 stock option incentive plan (Draft)
Stock option refers to the right granted by the company to the incentive object to purchase a certain number of shares of the company under predetermined conditions within a certain period of time in the future
Incentive objects refer to the senior managers and key employees of the company (including subsidiaries) who obtain stock options in accordance with the provisions of the incentive plan
The authorization date refers to the date on which the company grants stock options to the incentive object. The authorization date must be the trading day
The term of validity refers to the period from the first authorization date of stock options to the date of full exercise or cancellation
According to the stock option incentive plan, the incentive object exercises the stock exercise right. In this incentive plan, the exercise of right is the incentive object’s behavior of purchasing the subject stock according to the conditions set in the incentive plan
The exercisable date refers to the date when the incentive object can start exercising the right. The exercisable date must be the trading day
The exercise price refers to the price at which the incentive object purchases the company’s shares as determined in the incentive plan
Exercise conditions refer to the conditions that must be met for the incentive object to exercise the stock option according to the stock option incentive plan
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
The articles of association refers to the Hunan Yujing Machinery Co.Ltd(002943) articles of association
CSRC refers to the China Securities Regulatory Commission
Stock exchange refers to Shenzhen Stock Exchange
Yuan and 10000 yuan refer to RMB yuan and 10000 yuan
Note: 1. Unless otherwise specified, the financial data and financial indicators quoted in this draft refer to the financial data of the consolidated statement and the financial data based on this kind of financial data
According to the calculated financial indicators.
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, stimulate the work enthusiasm and creativity of employees, effectively combine the interests of shareholders, the interests of the company and the personal interests of the core team, and enable all parties to pay common attention to the long-term development of the company, on the premise of fully protecting the interests of shareholders, the company follows the principle of reciprocity between income and contribution, This incentive plan is formulated in accordance with the company law, securities law, administrative measures, articles of association and other relevant provisions.
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 and submitting it to the board of directors for deliberation. After the board of directors deliberates and approves the incentive plan, it shall be submitted to the general meeting of shareholders for deliberation. The board of directors may handle other relevant matters of the incentive plan within the scope authorized by the general meeting of shareholders.
3、 The board of supervisors and independent directors are the supervisory bodies of the incentive plan and 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 board of supervisors shall supervise whether the implementation of the incentive plan complies with relevant laws, regulations, normative documents and the business rules of the stock exchange, and be responsible for reviewing the list of incentive objects.
4、 Independent directors express independent opinions on whether the incentive plan is conducive to the sustainable development of the company and whether there is any obvious damage to the interests of the company and all shareholders, and solicit entrusted voting rights from all shareholders on the incentive plan.
5、 If the company changes the equity incentive plan before it is deliberated and approved by the general meeting of shareholders, the independent directors and the board of supervisors shall express independent opinions on whether the changed 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.
6、 Before the company grants rights and interests to the incentive object, the independent directors and the board of supervisors shall express clear opinions on the conditions for the incentive object to be granted rights and interests set in the equity incentive plan. If the rights granted by the company to the incentive object are different from the arrangement of the plan, the independent directors and the board of supervisors shall express clear opinions.
7、 Before the incentive objects exercise their rights and interests, the independent directors and the board of supervisors shall express clear opinions on whether the conditions for the incentive objects to exercise their rights and interests set in the incentive plan have been achieved.
Chapter IV determination basis and scope of incentive objects
1、 Determination basis of incentive object
(I) legal basis for determining incentive objects
The incentive objects of the incentive plan are determined in accordance with the company law, securities law, management measures, articles of association and other relevant provisions and in combination with the actual situation of the company.
(II) job basis for determining incentive objects
The incentive objects of this incentive plan are senior managers and key employees of the company (including subsidiaries) (excluding independent directors, supervisors, shareholders or actual controllers who individually or jointly hold more than 5% of the shares of the company and their spouses, parents and children).
