Xiamen East Asia Machinery Industrial Co.Ltd(301028)
Summary of restricted stock incentive plan (Draft) in 2021
1、 Purpose of this incentive plan
In order to further improve the corporate governance structure of the company, improve the medium and long-term incentive and restraint mechanism of the company, and stimulate the work enthusiasm and creativity of the core team, this incentive plan is formulated in accordance with the company law, securities law, administrative measures, listing rules, business handling guide and other relevant laws, administrative regulations, normative documents and the articles of association.
As of the announcement date of this incentive plan, the company has no other equity incentive plans being implemented or implemented.
2、 Equity incentive method and source of underlying stock
(i) Equity incentive mode
The incentive tool adopted in this incentive plan is restricted stock (class II restricted shares). After satisfying the corresponding vesting conditions and vesting arrangements, the incentive objects that meet the vesting conditions of the incentive plan will obtain the additional A-share common shares issued by the company in batches at a certain grant price during the vesting period, and these shares will be registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. the restricted shares granted to the incentive objects are Before ownership, it does not enjoy the rights of shareholders of the company, and cannot be transferred, used to guarantee or repay debts.
（2） Source of underlying stock
The subject stock involved in the incentive plan comes from the A-share common stock issued by the company to the incentive object.
3、 Number of equity to be granted
The company plans to grant no more than 757824 restricted shares to incentive objects, accounting for 2% of the total share capital of 378912000 shares on the announcement date of the draft incentive plan. Among them, no more than 674324 restricted shares are granted for the first time, accounting for 1.780% of the total share capital of the company on the announcement date of the draft incentive plan and 88.982% of the total number of restricted shares to be granted in the incentive plan; 835000 restricted shares are reserved, accounting for 0.220% of the total share capital of the company on the announcement date of the draft incentive plan and 11.018% of the total restricted shares to be granted in the incentive plan. As of the date of announcement of the draft incentive plan, the total amount of underlying shares involved in the equity incentive plan during all validity periods has not exceeded 20.00% of the total share capital of the company at the time of announcement of the draft incentive plan. The cumulative shares of the company granted by any incentive object in the incentive plan through all equity incentive plans within the validity period shall not exceed 1.00% of the total share capital of the company at the time of announcement of the draft incentive plan.
From the date of announcement of the draft incentive plan to the date when the incentive object completes the ownership of restricted shares, if the company has matters such as conversion of capital reserve into share capital, distribution of stock dividends, dividend distribution, share subdivision or reduction, allotment and so on, the grant price and number of rights and interests of restricted shares will be adjusted accordingly according to the incentive plan.
4、 Determination basis, scope and number of rights and interests granted to incentive objects
(i) Determination basis of incentive object
1. Legal basis for determining incentive objects
The incentive objects of the incentive plan are determined in accordance with the company law, securities law, administrative measures, listing rules, business handling guide and other relevant laws, administrative 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 objects of the incentive plan are the directors, senior managers, middle managers, core technical (business) personnel of the company and other employees that the company believes should be encouraged and have a direct impact on the company’s business performance and future development, excluding independent directors and supervisors.
（2） Scope of incentive objects
There are 161 incentive objects involved in the incentive plan, including:
1. Directors and senior managers of the company;
2. Middle management personnel and core technical (business) personnel of the company;
3. Other employees that the company believes should be encouraged and have a direct impact on the company’s business performance and future development. The incentive objects involved in the incentive plan do not include independent directors and supervisors.
Among the above incentive objects, the directors and senior managers of the company must be elected by the general meeting of shareholders or appointed by the board of directors of the company. All incentive objects must have labor relations or labor relations with the company within the assessment period of the incentive plan.
The incentive object of the reserved grant part shall be determined within 12 months after the incentive plan is considered and approved by the general meeting of shareholders. After the proposal of the board of directors, the explicit opinions of the independent directors and the board of supervisors, the professional opinions of lawyers and the legal opinions are issued, the company shall timely and accurately disclose the relevant information of the incentive object on the designated website as required. If the incentive object is not specified for more than 12 months, the reserved rights and interests shall become invalid. The criteria for determining the reserved incentive object shall be determined with reference to the criteria for the first award.
（3） Distribution of restricted shares granted to incentive objects
The distribution of restricted shares to be granted under the incentive plan among incentive objects is shown in the table below:
Restricted shares granted account for the current total name, position and nationality
Quantity (10000 shares) total number of shares proportion of share capital
Director, general manager, China
Han Wenhao 212.771% 0.055%
Secretary of the board of directors Taiwan
Zhang Meijun, deputy general manager, China 212.771% 0.055%
Yue Xiuli, CFO, China 17.52 309%0.046%
Middle managers
China
Han Wenhan core technology (business) 13.51.781% 0.036%
Taiwan
personnel
Middle managers
China
Han Wenxin’s core technology (business) 13.51.781% 0.036%
Taiwan
personnel
Core technology (business) China
Li Lingfeng 2.10 277%0.006%
Personnel Hong Kong
Other (155) middle managers
Staff, core technology (business) – 585.72477.290% 1.546%
Employees and other personnel who should be encouraged
Subtotal of first grant — 674.32488.00 982%1.780%
Reserved — 83.511 018%0.220%
Total — 757.824100% 2%
Note: 1. The shares of the company granted by any of the above incentive objects through all the equity incentive plans within the validity period do not exceed 1% of the total share capital of the company. The total number of underlying shares involved in all incentive plans of the company within the validity period shall not exceed 20% of the total share capital of the company when the equity incentive plan is submitted to the general meeting of shareholders.
2、 The incentive objects of the plan include Han Wenhao, one of the actual controllers of the company (the son of Han Yinghuan and Luo Xiuying), who serves as the director, general manager and Secretary of the board of directors of the company and belongs to the core technology of the company (business) personnel, responsible for the overall daily operation and management of the company, responsible for organizing the implementation of the company’s overall strategic plan, which plays an important role in whether the business objectives can be achieved. Foreign incentive objects Han Wenhan (the son of Han Yinghuan and Luo Xiuying, the actual controller) and Li Lingfeng serve as the R & D Specialist, Han Wenxin (daughter of Han Yinghuan and Luo Xiuying, the actual controllers) serves as the human resources manager and belongs to the middle management and core technical (business) personnel of the company. The above-mentioned personnel have the necessity and rationality to become incentive objects.
3. The incentive objects of the reserved part will be determined within 12 months after the incentive plan is considered and approved by the general meeting of shareholders. After the proposal of the board of directors, the explicit opinions of the independent directors and the board of supervisors, the professional opinions of lawyers and the legal opinions are issued, the company will timely disclose the relevant information of the incentive objects on the designated website as required.
From the date of announcement of the incentive plan to the vesting of the restricted shares granted to the incentive object, if the company has matters such as conversion of capital reserve into share capital, distribution of stock dividends, share subdivision or reduction, allotment and so on, the number of restricted shares granted will be adjusted accordingly according to the incentive plan.
（4） Verification of incentive objects
1. After the incentive plan is reviewed and approved by the board of directors, the company shall publicize the names and positions of incentive objects internally for a period of not less than 10 days.
2. The board of supervisors of the company will review the list of incentive objects, fully listen to the publicity opinions, and disclose the explanation of the board of supervisors on the review and publicity of the list of incentive objects 5 days before the general meeting of shareholders of the company considers the incentive plan. The list of incentive objects adjusted by the board of directors of the company shall also be verified by the board of supervisors of the company.
（5） During the implementation of the incentive plan, if the incentive object is not allowed to become the incentive object as stipulated in the measures for the administration of equity incentive of listed companies and the incentive plan, the incentive object shall not be granted restricted shares. The restricted shares granted but not yet vested shall be cancelled and invalid.
5、 Relevant schedule of this incentive plan
(i) Validity of this incentive plan
The validity period of the 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.
（2） Relevant dates and periods of this incentive plan
1. Grant date of this incentive plan
The granting date shall be determined by the board of directors after the incentive plan is deliberated and approved by the general meeting of shareholders of the company.
2. Vesting date of the incentive plan
The restricted shares granted by the incentive plan will be vested in several times according to the agreed proportion after the incentive object meets the corresponding vesting conditions, and the vesting date must be the trading day, And the restricted shares obtained shall not be vested in the following periods: (1) if the announcement date of the company’s periodic report is delayed for special reasons within 30 days before the announcement of the company’s periodic report, it shall be calculated from 30 days before the original scheduled announcement date to the day before the announcement;
(2) Within 10 days before the announcement of the company’s performance forecast and performance express;
(3) From the date of major events that may have a great impact on the trading price of the company’s shares and their derivatives or the date of entering the decision-making procedures to 2 trading days after disclosure according to law;
(4) Other periods stipulated by CSRC and Shenzhen Stock Exchange.
The above “major events” are transactions or other major events that the company shall disclose in accordance with the listing rules.
3. Ownership arrangement of the incentive plan
The vesting period and vesting arrangement of restricted shares granted for the first time in the incentive plan are as follows:
Vesting arrangement vesting proportion during vesting period
12 from the date of the first grant of some restricted shares
From the first trading day after months to the first grant
First vesting period 40%
The last day of 24 months from the date of grant of restricted shares
End of the first trading day
24 from the date of grant of some restricted shares for the first time
From the first trading day after months to the first grant
Second vesting period 30%
The last month within 36 months from the date of grant of restricted shares
End of the first trading day
36 from the date of grant of some restricted shares for the first time
From the first trading day after months to the first grant
Third vesting period 30%
The last day of 48 months from the date of grant of restricted shares
End of the first trading day
The ownership proportion of each batch of restricted shares reserved in the incentive plan is arranged as follows:
Vesting arrangement vesting proportion during vesting period
12 from the date of grant of some restricted shares reserved for grant
From the first trading day after months to the reserved grant part
First vesting period 50%
The last day of 24 months from the date of grant of restricted shares
End of the first trading day
24 days from the grant date of reserved restricted shares
From the first trading day after months to the reserved grant part
Second vesting period
