Chongqing Qin’An M&E Plc(603758) 2022 stock option incentive plan
(Draft)
March, 2002
Company 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.
hot tip
1. The incentive plan is formulated in accordance with the company law, securities law, administrative measures, the articles of association of Chongqing Qin’An M&E Plc(603758) and other relevant laws, regulations, rules and normative documents.
2. This incentive plan is a stock option incentive plan. Stock option refers to the right granted by the company to the incentive object to purchase a certain number of shares of the company at a predetermined price and conditions in a certain period of time in the future. Source of stock: shares of the Company repurchased according to law.
3. The company is not allowed to implement equity incentive as stipulated in Article 7 of the management measures.
4. The incentive object of the incentive plan does not have the situation that it is not allowed to become the incentive object specified in Article 8 of the management measures.
5. The total number of stock options granted by the incentive plan is 84902740, accounting for about 1.93% of the total share capital of 438797049 shares at the time of announcement of the incentive plan. Each stock option has the right to purchase one share of the company’s shares at the exercise price and exercise conditions on the exercise date.
The total number of shares of the company involved in the equity incentive plan within the whole validity period of the company does not exceed 10% of the total shares of the company when the incentive plan is submitted to the general meeting of shareholders. The number of stock rights and interests 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 number of shares of the company.
6. The exercise price of the stock option granted to the incentive object in the incentive plan is 8.00 yuan / share.
7. During the validity period of stock options, if the company has matters such as conversion of capital reserve into share capital, distribution of stock dividends, division or reduction of shares, allotment of shares, dividend distribution, etc., the number and exercise price of stock options will be adjusted accordingly.
8. The validity period of the incentive plan is 3 years, calculated from the date of stock option authorization. The equity incentive plan can only be implemented after being deliberated and approved by the board of directors and the general meeting of shareholders.
9. The 118 incentive objects of the incentive plan are the core personnel of the company who obtain stock options in accordance with the provisions of the plan (“incentive objects”). The waiting period of the granted stock option after the authorization date is 12 months, and the exercise period is after the expiration of the waiting period. The exercise period of the granted stock option and the exercise time of each period are as follows:
Proportion of the number of exercisable rights in the number of granted rights and interests
After the conditions for granting the incentive plan are met on the authorization day, the directors’ meeting shall be held as required-
Stock options will be granted to incentive objects
The waiting period shall end on the last trading day within 12 months from the authorization date-
The first exercise period is from the first trading day 12 months after the authorization date to 50% of the authorization date
Ending on the last trading day within 24 months from
The second exercise period starts from the first trading day 24 months after the authorization date to 50% of the authorization date
Ending on the last trading day within 36 months from
If the exercise conditions of the current period are not fulfilled, the stock option shall not be exercised or deferred to the next period, and the company shall cancel the relevant options. After the end of each exercise period of stock option, if the incentive object does not exercise the current stock option, the exercise shall be terminated, and the company shall cancel it in time.
10. The performance evaluation objectives of the exercise of stock options granted to the incentive objects of the incentive plan are shown in the table below:
Performance assessment target of exercise proportion during exercise period
In the first exercise period, 50% of the net profit after deducting non recurring profits and losses in the consolidated financial statements of 2022 shall not be less than 200 million yuan.
In the second exercise period, 50% of the net profit after deducting non recurring profits and losses in the consolidated financial statements of 2023 shall not be less than 220 million yuan.
Note: the calculation of the above “net profit” index is based on the net profit after deducting non recurring profits and losses and excluding the impact of share based payment expenses in the consolidated statements.
11. The major shareholders or actual controllers who promise to hold more than 5% of the shares and their spouses and immediate relatives do not participate in the incentive plan.
12. The company promises not to provide loans or any other form of financial assistance to the incentive object under the stock option incentive plan, including providing guarantee for its loans.
13. If the disclosure of the company’s material statements or commitments in the incentive plan does not meet the requirements of misleading, or the disclosure of all the information recorded in the incentive plan will lead to the return of all the misleading information in the incentive plan or the confirmation of the granted rights by the company.
14. The incentive plan can be implemented only after meeting the following conditions: it is deliberated and approved by the general meeting of shareholders of the company.
15. Within 60 days from the date when the incentive plan is deliberated and approved by the general meeting of shareholders and the conditions for granting stock options are fulfilled, the company will convene the board of directors to grant incentive objects in accordance with relevant regulations, and complete announcement, registration and other relevant procedures. If the company fails to complete the above work within 60 days, the implementation of the incentive plan will be terminated, and the stock options not granted will be invalid.
16. The implementation of this incentive plan will not result in the distribution of shares of the company not meeting the listing conditions.
interpretation
In this plan, unless otherwise specified, the following abbreviations have the following meanings: Chongqing Qin’An M&E Plc(603758) , the company, the company refers to Chongqing Qin’An M&E Plc(603758) this incentive plan, this plan, this refers to the long-term periodic equity incentive plan for the company’s incentive objects with the company’s shares as the subject
Stock options and options refer to the right granted by the company to the incentive object to purchase a certain number of shares of the company at a predetermined price and conditions in a certain period of time in the future
Incentive object refers to the core personnel of the company who obtain stock options in accordance with the provisions of the plan
Option authorization date refers to the date on which the company grants stock options to incentive objects. The authorization date must be the trading day
The validity period of stock option refers to the period from the date when the stock option is granted to the incentive object to the date when the stock option is fully exercised or cancelled, which shall not exceed 3 years at most
The waiting period refers to the period between the stock option authorization date and the stock option vesting date
According to the stock option incentive plan, the incentive object exercises its own stock exercise right, which refers to the behavior of voting option. In this plan, exercise right is the incentive object’s behavior of purchasing the subject stock according to the conditions set in the incentive plan
The exercisable date refers to the date when the incentive object can start exercising the right. The exercisable date must be the trading day
The exercise price refers to the price at which the incentive object purchases the company’s shares as determined in the plan
Exercise conditions refer to the conditions that must be met for the incentive object to exercise the stock option according to the stock option incentive plan
Net profit refers to the net profit after deducting non recurring profits and losses and excluding the impact of share based payment expenses in the consolidated statements
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
The articles of association refers to the Chongqing Qin’An M&E Plc(603758) articles of association
Listing Rules refers to the Listing Rules of Shanghai Stock Exchange
CSRC refers to the Securities Regulatory Commission of the people’s Republic of China
Stock exchange refers to Shanghai Stock Exchange
Yuan means RMB yuan
Note: 1 The financial data and financial indicators quoted in this plan refer to the financial data and indicators in the consolidated statements unless otherwise specified.
2. Any discrepancy between the total amount and the mantissa of the sum of the sub item values in the plan is caused by rounding.
Chapter I purpose of implementing incentive plan
In order to further improve Chongqing Qin’An M&E Plc(603758) the corporate governance structure, promote the company to establish and improve the incentive and restraint mechanism, fully mobilize the enthusiasm, sense of responsibility and sense of mission of the company’s personnel, effectively combine the interests of shareholders, the company and the personal interests of managers, jointly pay attention to the long-term development of the company and work together for it, according to the company law This incentive plan is formulated in accordance with the relevant laws, regulations and normative documents such as the securities law and the administrative measures, as well as the articles of association and other relevant provisions, and in combination with the company’s current management systems such as salary system and performance appraisal system.
The plan adheres to the following principles:
1. Adhere to legal norms, openness and transparency, and abide by laws and regulations and the provisions of the articles of Association;
2. Adhere to safeguarding the interests of shareholders and the company and promote the sustainable development of the company;
3. We should proceed from reality, start in a standardized way, step by step and constantly improve.
Chapter II 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 plan.
2. The board of directors is the executive and management organization of the incentive plan, under which there is a salary and assessment committee (hereinafter referred to as the “salary committee”) to formulate and revise the incentive plan and submit it to the board of directors and the general meeting of shareholders for approval. The board of directors may handle relevant matters of the plan within the scope authorized by the general meeting of shareholders.
3. The board of supervisors is the supervision organization of the plan, which is responsible for reviewing the list of incentive objects and supervising whether the implementation of the plan complies with relevant laws, administrative regulations, departmental rules and the business rules of the stock exchange.
4. Independent directors shall express independent opinions on whether the 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, and solicit entrusted voting rights from all shareholders on the plan.
5. If the company changes the plan before it is deliberated and approved by the general meeting of shareholders, the independent directors and the board of supervisors shall express their opinions on whether the changed plan is conducive to the sustainable development of the company and whether it damages the interests of the company and all shareholders.
6. Before the company grants the option to the incentive object, the independent directors and the board of supervisors shall express clear opinions on the conditions for the incentive object to be granted the option set in the plan. If there is any difference between the granting of options by the company to the incentive object and the provisions of the plan, the independent directors and the board of supervisors (when the incentive object changes) shall express clear opinions at the same time. 7. Before the incentive objects exercise their rights, the independent directors and the board of supervisors shall express clear opinions on whether the incentive objects’ exercise conditions set in the plan have been achieved.
Chapter III determination basis and scope of incentive objects
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 and other relevant laws, regulations, 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 object of the incentive plan is the core personnel of the company who obtain stock options in accordance with the provisions of the plan. Incentive objects do not include independent directors and supervisors of the company, shareholders or actual controllers who individually or jointly hold more than 5% of the shares of the company and their spouses, parents and children.
3. Assessment basis for determining incentive objects
Incentive objects must pass the assessment of Chongqing Qin’An M&E Plc(603758) “management measures for the implementation and assessment of 2022 stock option incentive plan”. 2、 Scope of incentive objects
1. Incentive object of this plan
A total of 118 incentive objects involved in the plan are the core personnel of the company. The total amount of shares obtained by the incentive objects through the plan and other effective equity incentive plans (if any) of the company shall not exceed 1% of the total issued share capital of the company.
2. Under any of the following circumstances, it shall not be used as the incentive object of the plan
(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) China Securities Regulatory Commission
