Securities abbreviation: Shenyu Communication Technology Inc(300563) securities code: Shenyu Communication Technology Inc(300563) Shenyu Communication Technology Inc(300563)
Restricted stock incentive plan for 2022
(Draft)
Shenyu Communication Technology Inc(300563)
March, 2002
Statement
The company and all directors and supervisors guarantee that there are no false records, misleading statements or major omissions in the 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 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 objects shall return all the benefits obtained from the plan to the company after the relevant information disclosure documents are confirmed to have false records, misleading statements or major omissions.
hot tip
1. Shenyu Communication Technology Inc(300563) 2022 restricted stock incentive plan (hereinafter referred to as the “incentive plan” or “the plan”) is 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 The guidelines for self-regulation of companies listed on the growth enterprise market of Shenzhen Stock Exchange No. 1 – business handling, other relevant laws, regulations, rules and normative documents, and the Shenyu Communication Technology Inc(300563) articles of association were formulated. 2. The incentive form adopted in this plan is restricted stock (class I restricted stock), which comes from the company’s A-share common stock repurchased from the secondary market by Shenyu Communication Technology Inc(300563) (hereinafter referred to as “Shenyu communication”, “the company” or “the company”) and the company’s RMB A-share common stock issued by the company to the incentive object.
3. The plan intends to grant no more than 1.14 million restricted shares to incentive objects, accounting for about 0.6378% of the total share capital of the company at the time of announcement of the plan.
The total number of underlying shares involved in all equity incentive plans of the company within the validity period shall not exceed 20% of the total share capital of the company at the time of announcement of the incentive plan; And the cumulative number of shares of the company granted by any incentive object through all equity incentive plans within the validity period shall not exceed 1% of the total share capital of the company.
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 capital reserve converted into share capital, share splitting or share reduction, allotment and so on, the number of restricted shares granted will be adjusted accordingly.
4. The grant price of restricted shares granted under the incentive plan is 7.38 yuan per share. 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 the conversion of capital reserve into share capital, the distribution of stock dividends, the division or reduction of shares, the allotment of shares and the distribution of dividends, the grant price of restricted shares will be adjusted accordingly.
5. The validity period of this incentive plan is from the date of completion of the registration of the grant of restricted shares to the date when all the restricted shares granted to the incentive object are lifted or repurchased, with a maximum of 48 months. The restricted shares granted to the incentive object under the plan will be lifted in three batches. Each time the restrictions are lifted, it shall be subject to meeting the corresponding conditions. Before the restrictions are lifted, it shall not be transferred, used for guarantee or debt repayment.
6. 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:
(1) The financial and accounting report of the most recent fiscal year is an audit report with a negative opinion or unable to express an opinion issued by a certified public accountant;
(2) The internal control of the financial report of the latest fiscal year is an audit report with a negative opinion or unable to express an opinion issued by a certified public accountant;
(3) Failure to distribute profits in accordance with laws and regulations, articles of association and public commitments within the last 36 months after listing;
(4) Equity incentive is not allowed according to laws and regulations;
(5) Other circumstances recognized by the CSRC.
7. The incentive objects participating in the incentive plan do not include the company’s supervisors, independent directors, shareholders or actual controllers who individually or jointly hold more than 5% of the company’s shares, and their spouses, parents and children do not participate in the incentive plan. 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:
(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) Those who are not allowed to participate in the equity incentive of listed companies according to laws and regulations;
(6) Other circumstances recognized by the CSRC.
8. The company promises not to provide loans or any other form of financial assistance for the incentive object to obtain relevant restricted shares under the plan, including providing guarantee for its loans.
9. The incentive plan can be implemented only after being deliberated and approved by the general meeting of shareholders of the company.
10. Within 60 days from the date when the general meeting of shareholders deliberates and approves the incentive plan, the company shall convene the board of directors in accordance with relevant regulations to grant the incentive object, and complete the registration, announcement and other relevant procedures. If the company fails to complete the above work within 60 days, the implementation of the incentive plan shall be terminated, and the non granted restricted shares shall become invalid.
11. The implementation of this incentive plan will not result in the company’s equity distribution not meeting the requirements of listing conditions.
catalogue
Chapter I interpretation Chapter II purpose and principles of the plan Chapter III Management Organization of the plan Chapter IV determination basis and scope of incentive objects of the plan Chapter V source, quantity and distribution of restricted shares Chapter VI validity period, grant date, sales restriction period, lifting of sales restriction arrangement and lock up period of the plan Chapter VII grant price of restricted shares and determination method of grant price Chapter VIII grant and release of restricted shares Chapter IX adjustment methods and procedures of the plan Chapter X accounting treatment of restricted stocks Chapter XI implementation, grant and lifting of restrictions of the plan 24 Chapter XII respective rights and obligations of the company / incentive object 27 Chapter XIII handling of changes in the company / incentive object Chapter XIV principles for repurchase and cancellation of restricted shares 32 Chapter XV Supplementary Provisions thirty-five
Chapter I interpretation
Unless otherwise specified, the following words and expressions have the following meanings in this article: Shenyu communication, the company, the company refers to Shenyu Communication Technology Inc(300563) stock incentive plan, incentive plan, refers to Shenyu Communication Technology Inc(300563) 2022 restricted stock incentive plan, this plan (Draft) restricted stock, and the first type of restriction refers to the restricted stock under this plan, The incentive object is granted the shares of the public stock company whose transfer is restricted
Incentive object refers to the person who obtains restricted shares in accordance with the plan
The grant date refers to the date on which the company grants restricted shares to the incentive object after the approval and implementation of the plan. The grant date must be the trading day
The grant price refers to the price of each restricted stock granted by the company to the incentive object
The restricted shares granted to the incentive object under the plan are prohibited from being transferred to the restricted sale period, used for guarantee and debt repayment, which shall be calculated from the date of completing the registration of the restricted shares granted to the incentive object
The date of lifting the restriction on sale refers to the date on which the restricted shares held by the incentive object are lifted after the conditions for lifting the restriction on sale specified in the plan are met
The conditions for lifting the restrictions on sales refer to the conditions that must be met for the restricted shares obtained by the incentive object to be lifted
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 Shenzhen Stock Exchange GEM Listing Rules (revised in December 2020)
The Administrative Measures refer to the administrative measures for equity incentive of listed companies
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 Shenyu Communication Technology Inc(300563) articles of association
Assessment management measures refer to the assessment management measures for the implementation of Shenyu Communication Technology Inc(300563) 2022 restricted stock incentive plan
CSRC refers to the China Securities Regulatory Commission
Stock exchange refers to Shenzhen Stock Exchange
Yuan means RMB yuan
Chapter II purpose and principles of the plan
In order to further establish and improve the company’s long-term incentive mechanism, attract and retain excellent talents, fully mobilize the enthusiasm of incentive objects, improve the company’s core competitiveness, and ensure the realization of the company’s development strategic objectives and corporate vision, on the premise of fully protecting the interests of shareholders, the company, in accordance with the principle of reciprocity between income and contribution, The plan is formulated in accordance with the company law, securities law, administrative measures, listing rules, self regulatory guidelines and other relevant laws, regulations, rules and normative documents, as well as the articles of association.
Chapter III Management Organization of the 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 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 and management organization of the incentive plan, under which there is a remuneration and assessment committee (hereinafter referred to as the “Remuneration Committee”), which is responsible for formulating and revising the incentive plan and submitting it to the board of directors for deliberation. The board of directors makes a resolution on the draft incentive plan according to law, and submits it to the general meeting of shareholders for deliberation after performing the legal procedures. The board of directors may handle matters related to the plan within the scope authorized by the general meeting of shareholders.
3. The board of supervisors is the supervisory body of the plan and shall express opinions on whether the 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 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 shall express independent opinions on whether the 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, and solicit entrusted voting rights from all shareholders on the 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 whether the conditions for the incentive object to be granted rights and interests set in the equity incentive plan have been met. 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 (when the incentive object changes) shall express clear opinions at the same time.
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 equity incentive plan have been met.
Chapter IV determination basis and scope of incentive objects of the plan
1、 Determination basis of incentive object
1. Legal basis for determining incentive objects
The incentive objects of the plan are determined in accordance with the company law, securities law, administrative measures, other relevant laws, regulations, rules, 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 of this plan are the directors and senior managers of the current company, the core managers and core technicians recognized by the board of directors of the company who have a direct impact on the company’s business performance and future development, excluding independent directors, supervisors, shareholders or actual controllers who individually or jointly hold more than 5% of the company’s shares and their spouses, parents and children.
2、 Scope of incentive objects
There are 24 incentive objects involved in this plan, including:
1. Directors and senior managers of the company (excluding independent directors and supervisors);
2. The core management personnel and core technical personnel identified by the board of directors of the company that have a direct impact on the company’s business performance and future development.
Among the above incentive objects, directors and senior managers must be elected by the general meeting of shareholders or appointed by the board of directors of the company. Among the above incentive objects, all incentive objects must sign with the company or its holding subsidiaries within the assessment period of the plan
