Securities abbreviation: Chengdu Dahongli Machinery Co.Ltd(300865) securities code: Chengdu Dahongli Machinery Co.Ltd(300865) Chengdu Dahongli Machinery Co.Ltd(300865)
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. 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 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 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 Listing Rules of GEM stocks of Shenzhen Stock Exchange (revised in December 2020), the self regulatory guide for gem listed companies of Shenzhen Stock Exchange No. 1 – business handling, and other relevant laws and regulations Normative documents and Chengdu Dahongli Machinery Co.Ltd(300865) articles of association.
2、 The incentive tool adopted in this incentive plan is the second type of restricted stock. The stock source is the RMB common shares (A shares) of the company issued by Chengdu Dahongli Machinery Co.Ltd(300865) (hereinafter referred to as “the company” or “the company”) to the incentive object.
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 with 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.
3、 The incentive plan intends to grant 4.06 million restricted shares to the incentive objects, accounting for about 4.24% of the total share capital of the company at the time of announcement of the draft incentive plan. Among them, 3248000 shares were granted for the first time, accounting for about 3.39% of the total share capital of the company at the time of announcement of the draft incentive plan and 80% of the total equity granted this time; 812000 shares are reserved, accounting for about 0.85% of the total share capital of the company at the time of announcement of the draft incentive plan and 20% of the total equity granted this time.
The total number of underlying shares involved in all equity incentive plans of the company within the validity period does not exceed 20% of the total share capital of the company on the announcement date of the draft incentive plan. The cumulative number of shares granted to any incentive object through all equity incentive plans within the validity period does not exceed the total share capital of the company on the date of announcement of the draft incentive plan
From the announcement date of this incentive plan to the date when the incentive object completes the ownership registration of restricted shares, the company has matters such as the conversion of capital reserve into share capital, the distribution of stock dividends, the division of shares, the allotment of shares, the reduction of shares, etc., and the grant / ownership number of restricted shares shall be adjusted accordingly.
4、 The grant price of restricted shares granted for the first time and reserved in the incentive plan is 13.01 yuan / share. From the announcement date of this incentive plan to the date when the incentive object completes the ownership registration of restricted shares, the company has matters such as the conversion of capital reserve into share capital, distribution of stock dividends, division of shares, allotment of shares, reduction of shares or dividend distribution, and the grant price of restricted shares shall be adjusted accordingly.
5、 The total number of incentive objects granted by the incentive plan for the first time is 260, which are directors, senior managers, middle managers and core backbone of the company (including consolidated statement subsidiaries, the same below) at the time of announcement of the draft incentive plan.
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 are included in the incentive plan during the duration of the incentive plan, which shall be determined within 12 months after the incentive plan is reviewed and approved by the general meeting of shareholders. The incentive objects of reserved restricted shares shall be determined by reference to the criteria for the first grant and according to the subsequent actual development of the company.
6、 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 when all the restricted shares granted to the incentive object are vested or invalid. The restricted shares granted to the incentive object will be vested in several times according to the agreed proportion, and each equity vesting shall be subject to meeting the corresponding vesting conditions. 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 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. The incentive object complies with the provisions of Article 8 of the measures for the administration of equity incentive of listed companies and article 8.4.2 of the rules for the listing of shares on the gem of Shenzhen Stock Exchange (revised in December 2020), 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 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.
10、 The incentive plan can be implemented only after being deliberated and approved by the general meeting of shareholders of the company.
11、 Within 60 days from the date when the incentive plan is deliberated and approved by the general meeting of shareholders of the company, the company will convene a meeting of the board of directors in accordance with relevant regulations to conduct relevant procedures such as the first grant and announcement to the incentive objects who grant restricted shares for the first time. If the company fails to complete the above work within 60 days, it shall disclose the reasons for the failure in time, announce the termination of the implementation of the incentive plan, and the restricted shares that have not been granted shall become invalid. Part of the reserved restricted shares shall be granted within 12 months after the incentive plan is reviewed and approved by the general meeting of shareholders of the company.
12、 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, ownership arrangement and lock up period of this incentive plan Chapter VII grant price of restricted shares and determination method of grant price Chapter VIII vesting and vesting conditions 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 29 chapter XIV Supplementary Provisions thirty-two
Chapter I interpretation
Unless otherwise specified, the following words have the following meanings in this article:
Chengdu Dahongli Machinery Co.Ltd(300865) , company and listed company refer to Chengdu Dahongli Machinery Co.Ltd(300865)
The incentive plan and equity incentive plan refer to Chengdu Dahongli Machinery Co.Ltd(300865) 2022 restricted stock incentive plan
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 vesting conditions
The incentive object refers to the directors, senior managers, middle managers and core backbone of the company (including consolidated statement subsidiaries) that obtains restricted shares in accordance with the provisions of the 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
The grant price refers to the price of each restricted stock granted by the company to the incentive object
Validity period 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
Attribution refers to the behavior of a listed company to register its shares in the account of the incentive object after the restricted stock incentive object meets the benefit conditions
Vesting conditions refer to the benefit conditions set up by the incentive plan and the incentive object is to obtain the incentive shares
Vesting date refers to the date on which the authorized shares are registered after the restricted stock incentive object meets the benefit conditions. It must be the trading day
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 Shenzhen Stock Exchange GEM Listing Rules (revised in December 2020)
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 Chengdu Dahongli Machinery Co.Ltd(300865) 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. The financial data and financial indicators quoted in this draft, unless otherwise specified, refer to the financial indicators within the scope of consolidated statements
Financial data and financial indicators calculated based on such financial data.
2. In this draft, if there is any difference in the mantissa between the sum of part of the total and each detailed number, it is due to rounding
Caused by.
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 core backbone, 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, In accordance with the principle of equal incentives and constraints, this incentive plan is formulated in accordance with the company law, the securities law, the administrative measures, the listing rules, the guide to self regulatory supervision and other relevant laws, regulations and normative documents, as well as 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 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. Independent directors will solicit entrusted voting rights from all shareholders for this incentive plan.
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.
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