Securities abbreviation: Beijing Hezong Science&Technology Co.Ltd(300477) Stock Code: Beijing Hezong Science&Technology Co.Ltd(300477) Beijing Hezong Science&Technology Co.Ltd(300477)
Restricted stock incentive plan for 2022
(Draft)
March, 2002
Statement
The company and all directors, supervisors and senior managers 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.
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
I The Beijing Hezong Science&Technology Co.Ltd(300477) 2022 restricted stock incentive plan (hereinafter referred to as the “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 Shenzhen Stock Exchange on the gem and the measures for the administration of equity incentive of listed companies The guidelines for self-regulation of companies listed on the growth enterprise market of Shenzhen Stock Exchange No. 1 – business handling, other relevant laws, administrative regulations, normative documents, the articles of association and other relevant provisions were formulated.
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 Beijing Hezong Science&Technology Co.Ltd(300477) (hereinafter referred to as ” Beijing Hezong Science&Technology Co.Ltd(300477) ,” the company “and” the company “) to the incentive object.
The incentive objects who meet the grant conditions of the incentive plan, after meeting the corresponding vesting conditions and vesting arrangements, will obtain A-share common shares of the company at the grant price during the vesting period, and these shares will be registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. The restricted shares granted to the incentive object shall not enjoy the rights of shareholders of the company before they are vested, and the above restricted shares shall not be transferred, used for guarantee or debt repayment.
3、 The incentive plan intends to grant 25 million ordinary shares to the incentive objects, accounting for about 2.32% of the total share capital of 107712756700 shares on the announcement date of the draft incentive plan. Among them, 21.43 million restricted shares were granted for the first time, accounting for about 1.99% of the total share capital of the company on the announcement date of the draft incentive plan and 85.72% of the total restricted shares granted this time. 3.57 million restricted shares are reserved for grant, accounting for about 0.33% of the total share capital of the company on the announcement date of the draft incentive plan and about 14.28% of the total restricted shares granted this time.
As of the announcement date of the draft incentive plan, the total number of subject shares involved in the equity incentive plan within the whole validity period of the company has not exceeded 20% of the total share capital of the company. The cumulative number of 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.
4、 There are 134 incentive objects granted for the first time in the incentive plan, including directors, senior managers, managers of the company and its subsidiaries Backbone of core business (Technology) and other incentive objects deemed necessary by the board of directors (excluding independent directors and supervisors of the company, as well as shareholders or actual controllers holding more than 5% of shares alone or in total and their spouses, parents, children and foreign employees).
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 may be included in the incentive plan during the duration of the 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 reserved incentive object shall be determined with reference to the criteria for the first award. If the incentive object is not specified for more than 12 months, the reserved rights and interests shall become invalid.
5、 The grant price of the restricted shares granted for the first time in the incentive plan is 6.26 yuan / share, and the grant price of some reserved restricted shares is the same as that of the restricted shares granted for the first time. During the period from the date of announcement of the incentive plan to the completion of the restricted stock registration of the incentive object, if the company has matters such as dividend distribution, conversion of capital reserve into share capital, distribution of stock dividend, stock subdivision or reduction, allotment and so on, the board of directors of the company shall adjust the number and grant price of restricted stocks involved in the incentive plan accordingly according to the authorization of the general meeting of shareholders.
6、 The validity period of this incentive plan shall be no more than 60 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.
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 of this incentive plan do not have the following circumstances that may not be incentive objects as stipulated in the administrative measures for equity incentive of listed companies:
(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 of the people’s Republic of China;
(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 restricted shares under this incentive plan, including providing guarantee for its loans.
The incentive object promises 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 object shall return all the benefits obtained from the equity incentive plan to the company after the relevant information disclosure documents are confirmed to have false records, misleading statements or major omissions.
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 within 60 days according to relevant regulations to determine the grant date, grant the rights and interests of the incentive objects granted for the first time, 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. The non granted restricted shares shall become invalid. According to the provisions of the measures for the administration of equity incentives of listed companies and the self regulatory guidelines for companies listed on the gem of Shenzhen Stock Exchange No. 1 – business handling, the period during which a listed company may not grant restricted shares shall not be counted within 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 1 special tips 1 Chapter 1 interpretation 5 chapter II purpose and principle of this incentive plan Chapter III Management Organization of this incentive plan Chapter IV determination basis and scope of incentive objects 9 Chapter V specific contents of this incentive plan Chapter VI implementation procedures of this incentive plan Chapter VII respective rights and obligations of the company / incentive object 27 Chapter VIII handling of the incentive plan in case of changes in the company / incentive object 29 Chapter IX Supplementary Provisions thirty-two
Chapter I interpretation
Unless otherwise specified, the following words shall have the following meanings in this document:
Beijing Hezong Science&Technology Co.Ltd(300477) , the company and the company refer to Beijing Hezong Science&Technology Co.Ltd(300477)
General meeting of shareholders refers to the general meeting of Beijing Hezong Science&Technology Co.Ltd(300477) shareholders
Board of directors refers to Beijing Hezong Science&Technology Co.Ltd(300477) board of directors
Remuneration and assessment committee refers to the remuneration and assessment committee under the board of directors of Beijing Hezong Science&Technology Co.Ltd(300477) company
Board of supervisors refers to Beijing Hezong Science&Technology Co.Ltd(300477) board of supervisors
Senior management personnel refer to the general manager, deputy general manager, Secretary of the board of directors and person in charge of Finance specified in Beijing Hezong Science&Technology Co.Ltd(300477) articles of association
The restricted stock incentive plan, formulated by the remuneration and assessment committee under the board of directors, the incentive plan of the board of directors and shareholders, and the plan refer to the Beijing Hezong Science&Technology Co.Ltd(300477) 2022 restricted stock incentive plan (Draft) and its summary approved by the general meeting
Restricted stock and the second type of restricted stock refer to the shares of the company obtained and registered by the incentive object who meets the grant conditions of the incentive plan after meeting the corresponding benefit conditions
It refers to the directors, senior managers, managers of the company and its subsidiaries, backbone of core business (Technology) and other incentive objects deemed necessary by the board of directors to obtain restricted shares in accordance with the provisions of this incentive plan
The grant date refers to the date on which the company grants restricted shares to the incentive object, and the grant date must be the trading day
Grant price refers to the price at which the incentive object obtains the company’s shares when the company grants restricted shares to the incentive object
Attribution refers to the behavior that the listed company registers the shares in the account of the incentive object after the incentive object meets the benefit conditions
Vesting date refers to the date when the granted shares are registered after the incentive object meets the benefit conditions. It must be the trading day
Vesting conditions refer to the benefit conditions set up by the incentive plan and the incentive object is to obtain the incentive shares
The validity period of the incentive plan refers to the period from the date of the first grant of restricted shares to the date when all the restricted shares granted to the incentive object are vested or invalid
CSRC refers to the China Securities Regulatory Commission
Stock exchange and Shenzhen Stock Exchange refer to Shenzhen Stock Exchange
China Securities Depository and Clearing Corporation refers to Shenzhen Branch of China Securities Depository and Clearing Corporation Limited
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
Listing Rules refers to the Listing Rules of Shenzhen Stock Exchange gem
The self regulatory guide refers to the self regulatory guide for companies listed on the gem of Shenzhen Stock Exchange No. 1 – business handling
The articles of association refers to the Beijing Hezong Science&Technology Co.Ltd(300477) articles of association
The company’s assessment management measures refer to the assessment management measures for the implementation of Beijing Hezong Science&Technology Co.Ltd(300477) 2022 restricted stock incentive plan
Yuan / 10000 yuan / 100 million yuan refers to RMB yuan / 10000 yuan / 100 million yuan, the legal currency unit of the people’s Republic of China, unless otherwise specified
Note: 1. Unless otherwise specified, the financial data and financial indicators quoted in this incentive plan refer to the financial data in the consolidated statement and the financial indicators calculated based on such financial data.
2. If there is any difference in the mantissa between the sum of some total numbers and each detailed number in the incentive plan, it is caused by rounding.
Chapter II purpose and principle of the incentive plan
1、 The purpose of formulating this equity incentive
In order to further establish and improve the company’s long-term incentive mechanism, attract and
