Securities code: 301028 securities abbreviation: Xiamen East Asia Machinery Industrial Co.Ltd(301028) Xiamen East Asia Machinery Industrial Co.Ltd(301028)
Restricted stock incentive plan for 2021
(Draft)
December, 2001
statement
All directors and supervisors of the company guarantee that there are no false records, misleading statements or major omissions in the incentive plan, and bear individual and joint legal liabilities for its authenticity, accuracy and completeness.
hot tip
I 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 Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guide for business handling of GEM listed companies No. 5 – equity incentive and other relevant laws, administrative regulations, normative documents and the Xiamen East Asia Machinery Industrial Co.Ltd(301028) articles of association.
II The incentive plan is a restricted stock incentive plan (class II restricted stock). The stock source is the company’s RMB common shares (A shares) issued by the company to the incentive objects.
The restricted shares granted to the incentive object under the incentive plan shall not be transferred, used for guarantee or debt repayment before vesting.
The restricted shares granted to the incentive objects that meet the grant conditions of the incentive plan, after meeting the corresponding vesting conditions and vesting arrangements, will obtain the company’s A-share common shares at the grant price during the vesting period. These shares will be registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. and will enjoy the rights of their shares after registration and transfer by the registration and Clearing Company, Including but not limited to dividend rights, allotment rights, voting rights, etc. of such shares; The restricted shares granted to the incentive objects do not enjoy the rights of shareholders of the company before they are vested.
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.
III The total number of incentive objects granted for the first time in the incentive plan is 161, including directors, senior managers, middle managers, core technical (business) personnel and other employees that the company believes should be encouraged and have a direct impact on the company’s operating performance and future development, excluding the independent directors and supervisors of the company.
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 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.
IV The grant price of restricted shares granted for the first time in the incentive plan is 7.34 yuan / share. From the date of the announcement of the incentive plan to the completion of the ownership registration of the granted 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 quantity of restricted shares will be adjusted accordingly according to the incentive plan.
V The validity period of this incentive plan is from the date of granting restricted shares to the date when all the restricted shares granted to the incentive object are vested or invalid, and the longest period shall not exceed 48 months.
Vi The restricted shares granted for the first time in the incentive plan shall be vested in three phases after the expiration of 12 months from the date of the first grant, and the proportion of each phase shall be 40%, 30% and 30% respectively. The reserved restricted shares shall be vested in two phases after the expiration of 12 months from the date of the reserved grant, and the proportion of each phase shall be 50% and 50% respectively.
VII 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:
（1） 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.
VIII 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:
（1） 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.
IX 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.
X The incentive object 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 will 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.
Xi The incentive plan can be implemented only after it is reviewed and approved by the general meeting of shareholders of the company.
XII 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 objects granted for the first time, and complete the registration, announcement and other relevant procedures. If the company fails to complete the above work within 60 days, the implementation of the incentive plan shall be terminated. According to the provisions of 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 counted within 60 days.
XIII The implementation of the incentive plan will not cause the equity distribution of the company to fail to meet the requirements of listing conditions.
catalogue
Chapter I implementation purpose of this incentive plan Chapter II management organization of this incentive plan Chapter III determination basis and scope of incentive objects ten
I Determination basis of incentive object ten
II Scope of incentive objects ten
III Circumstances that may not be the incentive object of this incentive plan eleven
IV Verification of incentive objects Chapter IV specific contents of this incentive plan eleven
I The stock source of this incentive plan eleven
II Number of shares subject to this incentive plan eleven
III Distribution of restricted shares granted to incentive objects twelve
IV The validity period, grant date, attribution arrangement and lock up period of this incentive plan thirteen
V The grant price of restricted shares and the determination method of the grant price sixteen
Vi Conditions for granting and vesting restricted shares sixteen
VII Description of the scientificity and rationality of performance evaluation indicators Chapter V adjustment methods and procedures of this incentive plan twenty
I Adjustment method for the number of restricted shares twenty
II Adjustment method of restricted stock grant price twenty
III Procedures for adjustment of restricted stock incentive plan Chapter VI accounting treatment of restricted stocks twenty-one
I Fair value and determination method of restricted shares 22. II It is expected that the implementation of restricted shares will have an impact on the operating performance of each period Wrong! No bookmarks defined. Chapter VII implementation procedures of the incentive plan twenty-three
I Procedures for the effectiveness of this incentive plan twenty-three
II Procedures for granting restricted shares twenty-four
III Vesting procedures for restricted shares twenty-four
IV Change and termination procedures of the incentive plan twenty-five
Chapter VIII respective rights and obligations of the company / incentive objects twenty-five
I Rights and obligations of the company twenty-six
II Rights and obligations of incentive objects 26 Chapter IX handling of changes in the company / incentive object twenty-seven
I Handling of changes in the company twenty-seven
II The personal situation of the incentive object has changed twenty-eight
III Settlement of disputes between the company and the incentive object 29 Chapter X Supplementary Provisions twenty-nine
interpretation
In this draft incentive plan, unless the context otherwise requires, the following abbreviations have the following specific meanings: Xiamen East Asia Machinery Industrial Co.Ltd(301028) / the company refers to Xiamen East Asia Machinery Industrial Co.Ltd(301028) / listed company / company
This incentive plan refers to the Xiamen East Asia Machinery Industrial Co.Ltd(301028) 2021 restricted stock incentive plan
The second type of restricted stock refers to the shares of the company obtained and registered by the incentive objects who meet the conditions for granting the incentive plan after meeting the corresponding conditions for obtaining votes and benefits
Incentive objects refer to the directors, senior managers, middle managers, core technical (business) personnel of the company who obtain restricted shares in accordance with the provisions of the incentive plan and other employees that the company believes should be encouraged and have a direct impact on the company’s operating performance and future development
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
Vesting refers to the act that a listed company registers its shares in the account of the restricted stock incentive object after the incentive object meets the vesting conditions
Vesting date refers to the date when the authorized shares are registered after the restricted stock incentive object meets the benefit conditions. The vesting date must be the trading day
Vesting conditions refer to the benefit conditions set up by the restricted stock incentive plan, and the incentive object is to obtain the incentive stock
The validity period refers to the period 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
CSRC refers to the China Securities Regulatory Commission
Stock exchange refers to Shenzhen Stock Exchange
Company law means the company law of the people’s Republic of China
Securities Law means 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 refer to Shenzhen Stock Exchange GEM Listing Rules
Business management guide refers to business management guide for companies listed on GEM No. 5 – equity incentive
Articles of association means the Xiamen East Asia Machinery Industrial Co.Ltd(301028) articles of association
Yuan means RMB yuan
Chapter I implementation purpose of the 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.
Chapter II management organization of the incentive plan
I 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.
II 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.
III The board of supervisors and independent directors are the supervisory bodies and personnel of the incentive plan, and shall decide whether the incentive plan is effective or not
