Securities abbreviation: Shanghai Nenghui Technology Co.Ltd(301046) securities code: 301046 Shanghai Nenghui Technology Co.Ltd(301046)
Restricted stock incentive plan for 2021
(Draft)
December, 2001
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 granted rights and interests or the release of restrictions on sale / ownership of rights and interests due to false records, misleading statements or major omissions in the information disclosure documents, the incentive objects shall, after the relevant information disclosure documents are confirmed to have false records, misleading statements or major omissions, Return all benefits obtained from this incentive plan to the company.
hot tip
I The Shanghai Nenghui Technology Co.Ltd(301046) 2021 restricted stock incentive plan (Draft) (hereinafter referred to as “the incentive plan”) is implemented by Shanghai Nenghui Technology Co.Ltd(301046) (hereinafter referred to as ” Shanghai Nenghui Technology Co.Ltd(301046) “, “the company” or “the company”) in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China and the Listing Rules of GEM stocks of Shenzhen Stock Exchange The measures for the administration of equity incentive of listed companies, the guide for business handling of companies listed on GEM No. 5 – equity incentive, other relevant laws, administrative regulations and normative documents, as well as the Shanghai Nenghui Technology Co.Ltd(301046) articles of association and other relevant provisions were formulated.
2、 The incentive form adopted by the incentive plan is restricted stock (class I restricted stock and class II restricted stock). The stock source is the company’s RMB A-share common stock issued by the company to the incentive object. The restricted stock granted to the incentive object according to the incentive plan shall not be transferred, used for guarantee or debt repayment before the restriction / ownership is lifted.
The class I restricted shares granted to the incentive objects that meet the grant conditions of the incentive plan will enjoy the due rights of their shares after being registered and transferred by China Securities Depository and Clearing Co., Ltd. Shenzhen Branch, including but not limited to the dividend rights, allotment rights, voting rights, etc.
After meeting the corresponding vesting conditions and vesting arrangements, the class II restricted shares granted to the incentive objects that meet the vesting conditions of the incentive plan will obtain the company’s A-share common shares at the vesting price during the vesting period, and these shares will be registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd, After the registration and transfer of ownership by the registration and Clearing Company, they will enjoy the due rights of their shares, including but not limited to the dividend right, allotment right, voting right, etc; The second type of restricted shares granted to incentive objects do not enjoy the rights of shareholders of the company before they are vested.
3、 The number of restricted shares to be granted to the incentive objects in the incentive plan is 2.73 million shares, accounting for 1.83% of the total share capital of the company on the announcement date of the draft incentive plan.
Among them, 450000 class I restricted shares account for 0.30% of the total share capital of the company on the announcement date of the draft incentive plan, 16.48% of the total restricted shares to be granted in the incentive plan, 360000 class I restricted shares granted for the first time, 0.24% of the total share capital of the company on the announcement date of the draft incentive plan and 13.19% of the total restricted shares to be granted in the incentive plan; 90000 class I restricted shares are reserved, accounting for 0.06% of the total share capital of the company on the announcement date of the draft incentive plan and 3.30% of the total number of restricted shares to be granted in the incentive plan.
2.28 million class II restricted shares, accounting for 1.53% of the total share capital of the company on the announcement date of the draft incentive plan, 83.52% of the total restricted shares to be granted in the incentive plan, 1.83 million class II restricted shares granted for the first time, 1.22% of the total share capital of the company on the announcement date of the draft incentive plan, and 67.03% of the total restricted shares to be granted in the incentive plan; 450000 class II restricted shares are reserved, accounting for 0.30% of the total share capital of the company on the announcement date of the draft incentive plan and 16.48% of the total number of restricted shares to be granted in the incentive plan.
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 a total of 15 incentive objects granted for the first time in the incentive plan, including directors, senior managers and key personnel in the company (including subsidiaries, the same below) when the company announces the incentive plan, excluding Shanghai Nenghui Technology Co.Ltd(301046) independent directors, supervisors, foreign employees, shareholders or actual controllers who individually or jointly hold more than 5% of the shares of the listed company and their spouses, parents and children.
Reserved incentive objects refer to the incentive objects that have not been determined when the plan is approved by the general meeting of shareholders but are included in the incentive plan during the duration of the plan, which shall be determined within 12 months after the 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.
5、 The grant price of class I restricted shares granted under the incentive plan is 29.66 yuan / share, and the grant price of reserved part of class I restricted shares is the same as that of class I restricted shares granted for the first time; The grant price of class II restricted shares granted for the first time is 29.66 yuan / share, and the grant price of reserved part of class II restricted shares is the same as that of class II restricted shares granted for the first time. From the date of announcement of the incentive plan to the completion of the registration of the class I restricted stock granted to the incentive object or the vesting registration of the class II restricted stock granted to the incentive object, if the company has matters such as the conversion of capital reserve into share capital, the distribution of stock dividends, dividends, share subdivision or reduction, and share allotment, The grant price and / or quantity of restricted shares will be adjusted accordingly in accordance with this incentive plan.
6、 The validity period of class I restricted shares of the incentive plan shall be from the date of completion of the registration of the grant of restricted shares to the date of completion of all the restricted shares granted to the incentive object, which shall not exceed 60 months; The validity period of class II restricted shares of the incentive plan shall be from the date of grant of restricted shares to the date when all the restricted shares granted to the incentive object are vested or invalid, and the maximum period shall not exceed 60 months.
7、 The restrictions on the sale of class I restricted shares granted for the first time by the incentive plan shall be lifted in three phases after 12 months from the completion of the registration of the first grant, and the proportion of lifting the restrictions in each phase shall be 30%, 40% and 30% respectively; After the expiration of 12 months from the date of completion of the registration of reserved grant, the restrictions on the sale of reserved class I restricted shares shall be lifted in three phases, and the proportion of lifting the restrictions in each phase shall be 30%, 40% and 30% respectively.
The class II restricted shares granted for the first time in the incentive plan shall be vested in three phases after 12 months from the date of the first grant, and the proportion of each phase shall be 30%, 40% and 30% respectively; The reserved class II restricted shares shall be vested in three phases after 12 months from the reserved grant date, and the proportion of each phase shall be 30%, 40% and 30% respectively.
The lifting of restrictions / ownership arrangement and performance evaluation objectives of the granted restricted shares are shown in the table below:
Release of sales restriction / ownership arrangement performance assessment objectives
The first release / attribution period is based on the net profit in 2021, and the net profit growth rate in 2022 shall not be less than 25%
The first grant / reserved grant, the second release / vesting period is based on the net profit in 2021, and the restricted stock rate of net profit growth in 2023 shall not be less than 50%
The third release / attribution period is based on the net profit in 2021, and the net profit growth rate in 2024 is not less than 80%
Note: the above “net profit” refers to the audited net profit attributable to the shareholders of the listed company, but excluding the impact of share based payment expenses of this and other equity incentive plans or employee stock ownership plans as the calculation basis.
8、 The company does not have the following circumstances under which equity incentive shall not be implemented as stipulated in the administrative measures for equity incentive of listed companies:
(i) An audit report with a negative opinion or unable to express an opinion on the financial and accounting report of the most recent fiscal year issued by a certified public accountant;
（2） The internal control of the financial 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;
（3） Failure to distribute profits in accordance with laws and regulations, the 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.
9、 The incentive object of this incentive plan does not have the following circumstances that may not be the incentive object specified in the measures for the administration of equity incentive of listed companies:
(i) Being identified as inappropriate by the stock exchange within the last 12 months;
（2） It has been identified as an inappropriate candidate by the CSRC and its dispatched offices within the last 12 months;
（3） Being administratively punished by the CSRC and its dispatched offices or taking market entry prohibition measures for major violations of laws and regulations within 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 equity incentive of listed companies according to laws and regulations;
（6） Other circumstances recognized by the CSRC.
10、 The company promises: the company will not provide loans or other forms of financial assistance for the incentive objects of the restricted stock incentive plan to obtain restricted stocks through the plan, including providing guarantee for their loans.
11、 The company promises that there are no false records, misleading statements or major omissions in the information disclosure documents related to the incentive plan.
12、 The incentive object of the incentive plan promises that if the company does not comply with the arrangement of granted rights and interests or vested rights and interests due to false records, misleading statements or major omissions in the information disclosure documents, the incentive object shall, after the relevant information disclosure documents are confirmed to have false records, misleading statements or major omissions, Return all benefits obtained from this incentive plan to the company.
13、 The incentive plan can be implemented only after it is reviewed and approved by the special resolution of the general meeting of shareholders of the company.
14、 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, grant rights and interests to incentive objects, and complete 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. According to the measures for the administration of equity incentive of listed companies and the guide for business handling of companies listed on GEM No. 5 – equity incentive, the period during which rights and interests shall not be granted shall not be calculated within 60 days.
15、 The implementation of the incentive plan will not result in the company’s equity distribution not meeting the listing conditions.
catalogue
Declare that 2 special tips Chapter 1 interpretation Chapter II purpose of this incentive plan Chapter III Management Organization of this incentive plan Chapter IV determination basis and scope of incentive objects 12 Chapter V specific contents of this incentive plan Chapter VI implementation and grant of the incentive plan and procedures for lifting sales restriction / ownership, change and termination of incentive objects Chapter VII other rights and obligations of the company / incentive object Chapter VIII handling of the incentive plan in case of changes in the company / incentive object 46 Chapter IX Supplementary Provisions fifty
Chapter I interpretation
Unless otherwise specified, the following words shall have the following meanings in this document:
Interpretation item interpretation content
Shanghai Nenghui Technology Co.Ltd(301046) . The company refers to Shanghai Nenghui Technology Co.Ltd(301046) company and listed company
Restricted stock incentive plan
Plan, this incentive plan, this refers to Shanghai Nenghui Technology Co.Ltd(301046) 2021 restricted stock incentive plan
plan
Class I restricted shares refer to the shares of the company whose transfer and other rights obtained by the incentive object are limited in accordance with the conditions specified in the incentive plan
The second type of restricted stock refers to the shares of the company obtained and registered by incentive objects who meet the grant conditions of the incentive plan after meeting the corresponding benefit conditions
Incentive objects refer to the directors, senior managers and key personnel of the company (including subsidiaries) who obtain 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 determined by the company when granting restricted shares to the incentive object and the incentive object obtains the shares of the company
The conditions for the incentive object to exercise its rights and interests set in the incentive plan have not been fulfilled, and the restricted stock restricted promissory note shall not be transferred, used for guarantee or debt repayment, which shall be calculated from the date of completion of the registration of the grant of restricted stock to the incentive object
The term of lifting the restriction on sales refers to the restricted assets held by the incentive object after the completion of the conditions for lifting the restriction on sales specified in the incentive plan
