Securities code: 688121 securities abbreviation: Shanghai Supezet Engineering Technology Corp.Ltd(688121) Announcement No.: 2022-003 Shanghai Supezet Engineering Technology Corp.Ltd(688121)
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: the incentive tool adopted in this incentive plan is the second type of restricted stock
Source of shares: Shanghai Supezet Engineering Technology Corp.Ltd(688121) (hereinafter referred to as “the company”, “the company” and “listed company”) RMB common shares (A shares) of the company issued to incentive objects
Total equity of equity incentive and total number of underlying shares involved: the number of restricted shares to be granted in the 2022 restricted stock incentive plan (Draft) of Shanghai zhuoran Engineering Technology Co., Ltd. (hereinafter referred to as “the incentive plan” or “the plan”) is 6080000 shares, Accounting for 3.00% of the company’s total share capital of 202666667 shares at the time of announcement of the draft incentive plan. Among them, 4864000 shares were granted for the first time, accounting for 2.40% of the company’s total share capital of 202666667 shares on the announcement date of this incentive plan; 1216000 shares are reserved, accounting for 0.60% of the company’s total share capital of 202666667 shares on the announcement date of this incentive plan. The reserved part accounts for 20.00% of the total equity granted this time. 1、 Purpose of equity incentive plan
In order to further improve the corporate governance structure, establish and improve the company’s long-term incentive and restraint mechanism, attract and retain talents, fully mobilize the enthusiasm of the company’s core team, effectively combine the interests of shareholders, the company and the core team, enable all parties to pay common attention to the long-term development of the company and ensure the realization of the company’s development strategy and business objectives, On the premise of fully protecting the interests of shareholders and in accordance with the principle of equal income and contribution, the company, 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”) and the measures for the administration of equity incentive of listed companies (hereinafter referred to as the “measures for the administration of equity incentive”) Relevant laws, regulations and normative documents such as the Listing Rules of shares on the science and Innovation Board of Shanghai Stock Exchange (hereinafter referred to as the “Listing Rules of shares on the science and Innovation Board”), the self regulatory guide for companies listed on the science and Innovation Board No. 4 – disclosure of equity incentive information (hereinafter referred to as “disclosure of equity incentive information”) and the provisions of the articles of association, Formulate this incentive plan.
As of the announcement date of this incentive plan, the company has no other equity incentive plans or other long-term incentive mechanisms being implemented for directors, supervisors, senior managers, core technicians and employees.
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 RMB common shares (A shares) issued by the company in installments at the grant price, which 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 company will issue RMB common shares (A shares) to the incentive object as the stock source of this incentive plan.
3、 Number of rights and interests to be granted
The number of restricted shares to be granted under the incentive plan is 6080000 shares, accounting for 3.00% of the company’s total share capital of 202666667 shares at the time of announcement of the draft incentive plan. Among them, 4864000 shares were granted for the first time, accounting for 2.40% of the company’s total share capital of 202666667 shares on the announcement date of this incentive plan; 1216000 shares are reserved, accounting for 0.60% of the company’s total share capital of 202666667 shares on the announcement date of this incentive plan. The reserved part accounts for 20.00% of the total equity granted this time. The total shares of the company involved in all equity incentive plans within the validity period of the company shall not exceed 20.00% of the total share capital of the company at the time of announcement of the draft incentive plan.
From the date of announcement of the draft incentive plan to the date when the incentive object completes the ownership of restricted shares, if the company has matters such as capital reserve converted into share capital, distribution of stock dividends, share splitting or reduction, allotment and dividend distribution, the grant price / quantity of restricted shares will be adjusted accordingly in accordance with the relevant provisions of the incentive plan.
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 plan are determined in accordance with the company law, securities law, measures for the administration of equity incentive, the Listing Rules of shares on the science and innovation board, the disclosure of equity incentive information and other relevant laws, regulations, normative documents and the relevant provisions of the articles of association, and in combination with the actual situation of the company.
2. Job basis for determining incentive objects
The incentive objects of this plan are the company’s directors, senior managers, core technicians and other employees that the company believes should be encouraged when implementing this plan. The incentive objects of this plan do not include the company’s supervisors and independent directors.
(II) number of incentive objects and their proportion in the total number of employees of the company
The total number of incentive objects granted for the first time in the plan is 37, accounting for 5.63% of the total number of employees of the company (the total number of employees of the company as of December 31, 2021 is 657), including directors, senior managers, core technicians and other personnel deemed necessary by the board of directors (excluding independent directors and supervisors). All incentive objects must have employment or labor relations with the company or its subsidiaries when the company grants restricted shares and within the assessment period specified in the incentive plan.
The incentive objects of this incentive plan include Ms. Zhao Yahong, the spouse of the actual controller Zhang Jinhong. Ms. Zhao Yahong is the co-founder of the company. Since the establishment of the company, Ms. Zhao Yahong has had a significant positive impact on the formulation of the company’s strategic policies and management decisions. The company’s business has achieved rapid growth, and Zhao Yahong has made outstanding contributions to the development of the company.
The incentive objects of this incentive plan include Ms. He Peng, the spouse of the actual controller Zhang Xinyu. Ms. He Peng works in key positions in the company and plays an important role in optimizing resource allocation, improving asset utilization efficiency, strengthening internal control and risk management. Therefore, the incentive plan takes Zhao Yahong and Ms. He Peng as incentive objects, which is in line with the actual situation and development needs of the company and the provisions of relevant laws and regulations such as the Listing Rules of shares on the science and innovation board. It is necessary and reasonable.
(III) distribution of restricted shares granted by the plan among incentive objects
Proportion of restricted shares granted to the total share capital (shares) at the time of announcement
1、 Directors and senior management
Zhang Jun, general manager of China 316160 5.20% 0.16%
Zhang Jinhua, deputy general manager of China 311296 5.12% 0.15%
Malifeng China Deputy General Manager 291840 4.80% 0.14%
Zhang Xiaoyu, Secretary of the board of directors of China 267520 4.40% 0.13%
Wu Yutong, CFO of China 267520 4.40% 0.13%
Subtotal 1454336 23.92% 0.72%
2、 Other personnel deemed by the board of directors to need incentive 3409664 56.08% 1.68%
(32 persons in total)
3、 Reserved part 1216000 20.00% 0.60%
Total 6080000 100.00% 3.00%
Note: the cumulative shares of the company granted by any incentive object of the incentive plan through all the equity incentive plans within the validity period shall not exceed 1% of the total share capital of the company.
(IV) verification of incentive objects
After the incentive plan is reviewed and approved by the board of directors, the company will publicize the names and job categories of incentive objects internally for a period of no less than 10 days.
The board of supervisors of the company will review the list of incentive objects, fully listen to the publicity opinions, and disclose the explanation of the board of supervisors on the review and publicity of the list of incentive objects five days before the general meeting of shareholders of the company deliberates 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 equity incentive plan, if the incentive object does not comply with the provisions of the equity incentive management measures and the equity incentive plan, the company’s treatment methods for relevant incentive rights and interests:
1. If the incentive object has a job change but still works in the company, or works in the subordinate branches and subsidiaries of the company, the restricted shares granted to him shall be carried out in full accordance with the procedures specified in the incentive plan before the job change. However, if the incentive object changes his position due to incompetence, violation of law, violation of professional ethics, disclosure of company secrets, dereliction of duty or dereliction of duty and other acts that damage the interests or reputation of the company, or the company terminates the employment or labor relationship with the incentive object due to the above reasons, the restricted shares granted to the incentive object but not yet vested shall not be vested, And invalid.
2. If the incentive object resigns due to resignation or layoffs of the company, on the date of occurrence, the restricted shares granted to the incentive object but not yet vested shall not be vested, and shall be invalid. Before leaving the company, the incentive object needs to pay the individual income tax related to the vested restricted shares to the company.
3. If the incentive object resigns due to retirement, the restricted shares granted to the incentive object can be carried out in accordance with the procedures specified in the incentive plan before retirement, and its personal assessment results will no longer be included in the attribution conditions.
4. If the incentive object leaves the company due to the loss of labor ability, it shall be handled in the following two cases:
(1) When the incentive object resigns due to the loss of working ability in performing his duties, the restricted shares granted to him can be attributed in accordance with the procedures specified in the incentive plan before the loss of working ability, and the board of directors of the company can decide that his personal performance appraisal conditions will no longer be included in the attribution conditions, and other attribution conditions are still valid. Before leaving the company, the incentive object needs to pay the individual income tax related to the vested restricted shares to the company, and shall pay the individual income tax related to the restricted shares to be vested in the current period each time it handles the attribution thereafter.
(2) When the incentive object leaves the company not because of the loss of labor ability in performing his duties, the restricted shares granted to the incentive object but not yet vested shall not be vested. Before leaving the company, the incentive object needs to pay the individual income tax related to the vested restricted shares to the company.
5. The death of the incentive object shall be handled in the following two cases:
(1) If the incentive object dies due to work-related injury, the restricted shares granted to it will be held by its designated property heir or legal heir, and the ownership will be handled in accordance with the procedures specified in the plan before the death of the incentive object; The board of directors of the company may decide that its personal performance appraisal conditions will no longer be included in the attribution conditions. The successor shall pay the individual income tax related to the vested restricted shares to the company before inheritance, and shall pay the individual income tax related to the current vested restricted shares each time after attribution.
(2) If the incentive object dies not due to industrial injury, the restricted shares granted to the incentive object but not yet vested shall not be vested on the date of occurrence. The company has the right to require the successor of the incentive object to pay the individual income tax related to the vested restricted shares with the incentive object’s estate.
6. If the incentive object loses the qualification to participate in the incentive plan due to one of the following circumstances, the restricted shares granted but not yet vested shall not be vested and shall be cancelled by the company:
(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) Become other personnel who are not allowed to participate in the equity incentive of listed companies as stipulated by laws and regulations; (6) Other circumstances recognized by the CSRC.
7. Other unspecified situations shall be determined by the board of directors and their treatment methods shall be determined.
5、 Relevant schedule of equity incentive plan
(I) validity period of equity incentive plan
The validity period of this incentive plan shall be no more than 48 months from the date of the first grant of restricted shares to the date of the ownership or cancellation of all the restricted shares granted to the incentive object.
(II) relevant date and term of equity incentive plan
1. Grant date
The grant date shall be determined by the board of directors after the plan is deliberated and approved by the general meeting of shareholders of the company, and the grant date must be the trading day. The company shall grant the rights within 60 days after the deliberation and approval of the general meeting of shareholders
