Securities abbreviation: Venustech Group Inc(002439) securities code: Venustech Group Inc(002439) Venustech Group Inc(002439)
Restricted stock incentive plan for 2022
(Draft)
March, 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.
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 the equity 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、 The incentive plan is formulated 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 self regulatory guide for listed companies of Shenzhen Stock Exchange No. 1 – business handling, other relevant laws, regulations and normative documents, as well as the Venustech Group Inc(002439) articles of association. 2、 The incentive tool adopted in this incentive plan is restricted stock. The source of the stock is Venustech Group Inc(002439) (hereinafter referred to as “the company” or “the company”) to issue the company’s A-share common stock to the incentive object and repurchase the company’s A-share common stock in the secondary market.
As of the date of announcement of the draft incentive plan, the company has completed the repurchase of 5293204 A-share common shares of the company from the secondary market. Among them, the stock source of the restricted stock granted for the first time is the above repurchased 5293204 A-share ordinary shares and the company’s A-share ordinary shares issued by the company to the incentive object, and the stock source of the reserved restricted stock granted is the company’s A-share ordinary shares issued by the company to the incentive object.
3、 The number of restricted shares to be granted in the incentive plan is 28 million shares, accounting for about 3.00% of the total share capital of the company at the time of announcement of the draft incentive plan. Among them, 22984500 shares were granted for the first time, accounting for about 2.46% of the total share capital of the company at the time of announcement of the draft incentive plan, and the part granted for the first time accounted for 82.09% of the total equity granted this time; 5015500 shares are reserved, accounting for about 0.54% of the total share capital of the company when the draft incentive plan is announced, and the reserved part accounts for 17.91% of the total equity granted this time. The total number of underlying 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 at the time of announcement of the draft incentive plan. The cumulative number of shares of the company granted by any incentive object in the incentive plan through all equity incentive plans within the validity period does not exceed 1% of the total share capital of the company at the time of announcement of the draft incentive plan.
4、 The grant price of restricted shares granted for the first time in the incentive plan is 12.24 yuan / share.
5、 During the period from the announcement date of the draft 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, the dividend and so on, the grant price or / and the number of restricted shares will be adjusted accordingly according to the incentive plan.
6、 The total number of incentive objects to be granted in the incentive plan for the first time is 1110, including directors, senior managers and Middle and senior managers and core backbone personnel (excluding independent directors, supervisors, shareholders who individually or jointly hold more than 5% of the company’s shares, actual controllers and their spouses, parents and children).
The reserved incentive object refers to the incentive object that has not been determined when the plan is approved by the general meeting of shareholders but is included in the incentive plan during the duration of the plan, which shall be determined within 12 months after the incentive plan is considered 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.
7、 The validity period of this incentive plan is from the date of completing the registration of the first grant of restricted shares to the date of lifting the restrictions on the sale or repurchase cancellation of all the restricted shares granted to the incentive object, which shall not exceed 60 months at most.
8、 Article 7 the listed company shall not be subject to the following circumstances as stipulated in the measures for equity incentive management:
(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.
9、 The incentive objects participating in the incentive plan do not include the independent directors and supervisors of the company. 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:
(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.
10、 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.
11、 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 will 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.
12、 The incentive plan can be implemented only after being deliberated and approved by the general meeting of shareholders of the company.
13、 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 to grant the incentive object for the first time according to relevant regulations, and complete the registration, announcement and other relevant procedures.
If the company fails to complete the above work within 60 days, it will timely disclose the reasons for the failure, terminate the implementation of the incentive plan, and the non granted restricted shares will become invalid. The period during which the listed company shall not grant rights and interests according to relevant laws and regulations will not be counted within 60 days. The reserved part shall be granted within 12 months after the restricted stock incentive plan is deliberated and approved by the general meeting of shareholders of the company.
14、 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 principle 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 restricted shares Chapter VI validity period, grant date, restriction period, lifting of restriction arrangement and lock up period of this incentive 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 restricted stock incentive plan Chapter X accounting treatment of restricted stocks Chapter XI implementation procedures of restricted stock incentive 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-four
Chapter I interpretation
Unless otherwise specified, the following words shall have the following meanings in this document:
The company, company and listed company refer to Venustech Group Inc(002439) (including subordinate holding subsidiaries)
This incentive plan refers to Venustech Group Inc(002439) 2022 restricted stock incentive plan
According to the conditions and prices specified in the incentive plan, the company grants a certain number of restricted stock index company shares to the incentive object. The restricted sale period of such shares is set for a certain period of time. The restricted sale and circulation can be lifted only after the conditions for lifting the restricted sale specified in the incentive plan are met
Incentive objects refer to the directors, senior managers, middle and senior managers and core backbone personnel of the company who obtain restricted shares in accordance with the provisions of this incentive plan
The term of validity refers to the period from the date when the registration of the first grant of restricted shares is completed to the date when the restricted shares granted to the incentive object are lifted or the repurchase cancellation is completed
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
The grant price refers to the price of each restricted stock granted by the company to the incentive object
The restricted sale period refers to the period during which the restricted shares granted to the incentive object under the incentive plan are prohibited from being transferred, used for guarantee and debt repayment
The period of lifting the restriction on sales refers to the period during which the restricted shares held by the incentive object can be lifted and listed for circulation after the conditions for lifting the restriction on sales specified in the incentive plan are met
The conditions for lifting the restriction on sale refer to the conditions that must be met for the restricted shares obtained by the incentive object to be lifted according to the 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
Self regulatory guide No. 1 refers to self regulatory guide No. 1 for listed companies of Shenzhen Stock Exchange – business handling
The articles of association refers to the Venustech Group Inc(002439) articles of association
CSRC refers to the China Securities Regulatory Commission
Stock exchange refers to Shenzhen Stock Exchange
Yuan means RMB yuan
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
In order to further establish and improve the company’s long-term incentive mechanism, attract and retain excellent talents, fully mobilize the enthusiasm of the company’s management team and key employees, 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, The company formulates this incentive plan in accordance with the principle of reciprocity between income and contribution, relevant laws, regulations and normative documents such as the company law, securities law, administrative measures, self regulatory guide No. 1 and the provisions of the articles of association.
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 under the board of directors is responsible for drafting and revising this regulation
