Securities code: 002758 securities abbreviation: Zjamp Group Co.Ltd(002758) bond Code: 128040 bond abbreviation: Huatong convertible bond Zjamp Group Co.Ltd(002758)
2021 restricted stock incentive plan (Draft) Zjamp Group Co.Ltd(002758)
December, 2001
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 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 and other relevant laws, regulations and normative documents, as well as the relevant provisions of the Zjamp Group Co.Ltd(002758) articles of Association.
2、 The incentive tool adopted in this incentive plan is restricted stock. The source of stock is Zjamp Group Co.Ltd(002758) (hereinafter referred to as “the company” or “the company”) the company’s A-share common stock issued to the incentive object.
3、 The number of restricted shares to be granted to the incentive objects in the incentive plan is 12.54 million shares, accounting for about 2.57% of the total share capital of the company at the time of announcement of the draft incentive plan. (since the company is in the stock conversion period of convertible corporate bonds, the total share capital referred to in this draft is the number of shares on December 22, 2021.) the total number of subject shares involved in the equity incentive plan of the company during all validity periods does not exceed 10% of the total share capital of the company. The number of restricted shares granted to any incentive object in this incentive plan does not exceed the number of shares submitted in this incentive plan 1% of the total share capital of the company before the deliberation of the East general meeting.
4、 The grant price of restricted shares in the incentive plan is 5.37 yuan / share. During the period from the date of announcement of the draft incentive plan to the completion of the restricted stock registration of the incentive object, 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 grant price of restricted shares will be adjusted accordingly according to the incentive plan.
5、 During the period from the date of announcement of the draft incentive plan to the completion of the restricted stock registration of the incentive object, if the company has matters such as capital reserve converted 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.
6、 The total number of incentive objects granted by the incentive plan is 449, including directors (excluding independent directors and external directors), senior managers, middle managers, core business (Management) personnel and relevant employees deemed necessary by the board of directors of the company (including subsidiaries, the same below).
7、 The validity period of the incentive plan shall be no more than 48 months from the date of completion of the registration of the grant of restricted shares to the date when all the restricted shares granted to the incentive object are lifted or repurchased.
8、 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) 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 objects participating in the incentive plan do not include independent directors, external directors and supervisors of the company, nor do they include shareholders or actual controllers who individually or jointly hold more than 5% of the shares of the company 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 there are no following circumstances that may not be the incentive object:
(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 and 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 as stipulated by laws and regulations;
（6） Other circumstances recognized by the CSRC.
10、 The fund source of the incentive object of the incentive plan is the self raised fund of the incentive object. The company promises not to provide loans or any other form of financial assistance for the incentive object to obtain relevant restricted shares under the plan, including providing guarantee for its loans.
11、 The incentive object promises that if the company does not comply with the arrangement for 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 object will return all the benefits obtained from the equity incentive plan to the company after the relevant information disclosure documents are confirmed to have false records, misleading statements or major omissions.
12、 The incentive plan can be implemented only after being deliberated and approved by the general meeting of shareholders of the company.
13、 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 in accordance with relevant regulations, and complete the announcement, registration 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, announce the termination of the implementation of the incentive plan, and the non granted restricted shares shall become invalid. However, according to the measures for the administration of equity incentive of listed companies and other relevant laws and regulations, the period during which a listed company may not grant rights and interests shall not be counted within 60 days.
14、 The implementation of the incentive plan will not lead to the company’s equity distribution not meeting the requirements of listing conditions.
catalogue
Declare that 2 special tips Chapter 1 interpretation Chapter II purpose and principle of this incentive plan 8 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 12 Chapter VI validity period, grant date, restriction period, release of restriction arrangement and lock up period of the incentive plan Chapter VII grant price of restricted shares and determination method of grant price Chapter VIII conditions for granting and releasing restricted shares Chapter IX adjustment methods and procedures of this incentive plan Chapter X accounting treatment of restricted stocks Chapter XI implementation procedures of this incentive plan 26 Chapter XII respective rights and obligations of the company / incentive object 29 Chapter XIII handling of changes in the company / incentive object Chapter XIV principle of restricted stock repurchase Chapter 15 Supplementary Provisions thirty-seven
Chapter I interpretation
Unless otherwise specified, the following words have the following meanings in this document: Zjamp Group Co.Ltd(002758) , the company and the company refer to Zjamp Group Co.Ltd(002758)
This incentive plan and this plan refer to Zjamp Group Co.Ltd(002758) 2021 restricted stock incentive plan
Restricted stock incentive plan
According to the conditions and prices specified in the incentive plan, the company grants a certain number of restricted stock index company shares to the incentive objects. These shares are set with a certain period of restricted sale period. The restricted sale and circulation can be lifted only after the conditions for lifting the restricted sale specified in the incentive plan are met
In accordance with the provisions of this incentive plan, the directors (excluding independent incentive target directors and external directors), senior managers, middle-level managers, core business (Management) personnel and relevant employees deemed necessary by the board of directors of the company to obtain restricted shares
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
Grant price refers to the price of each restricted stock granted by the company to the incentive object
The term of validity refers to the period from the date of completion of the registration of the grant of restricted shares to the date when all the restricted shares granted to the incentive object are lifted or repurchased
The restricted sale period refers to the period during which the restricted shares granted to the incentive object under the incentive plan are prohibited from being transferred, used for guarantee and debt repayment
The release period refers to the period during which the restricted shares held by the incentive object can be released and listed for circulation after the release conditions specified in the incentive plan are met
The conditions for lifting the restriction on sales refer to the conditions that must be met for the restricted shares obtained by the incentive object to be lifted according to the incentive plan
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
Articles of association means the Zjamp Group Co.Ltd(002758) articles of association
CSRC refers to the China Securities Regulatory Commission
Stock exchange refers to Shenzhen Stock Exchange
Securities Depository and Clearing Corporation refers to Shenzhen Branch of China Securities Depository and Clearing Corporation Limited
Yuan and 10000 yuan refer to RMB yuan and 10000 yuan
Note: 1. Unless otherwise specified, the financial data and financial indicators quoted in this draft refer to the financial data in the consolidated statement and the financial indicators calculated based on such financial data;
2. In this draft, the difference in the mantissa between the sum of some totals and each breakdown is caused by rounding.
Chapter II purpose and principle of the incentive plan
In order to further deepen the system reform of Zjamp Group Co.Ltd(002758) operation and management mechanism, improve the corporate governance structure, improve the long-term incentive and restraint mechanism, encourage the core operation and management team and key employees of the company to innovate and forge ahead, realize the long-term steady development of the company and maximize the value of shareholders, on the premise of fully protecting the interests of shareholders, The equity incentive plan is formulated in accordance with the company law, securities law, management measures and other relevant laws, regulations and normative documents as well as the relevant provisions of the articles of association, and in combination with the company’s existing salary system, performance appraisal system and other management systems.
The incentive plan adheres to the following principles:
(i) 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 maintenance and appreciation of social capital, which is conducive to the sustainable development of the company;
（3） Adhere to the combination of incentive and restraint, the symmetry of risk and return, and moderately strengthen the incentive to the company’s management;
（4） Adhere to proceeding from reality, start standardized, step by step and constantly improve.
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 (hereinafter referred to as the “Remuneration 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 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 shall be responsible for reviewing the list of incentive objects. Independent directors will solicit entrusted voting rights from all shareholders for the 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.
Before the company grants rights and interests 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 rights and interests set in the equity incentive plan. If there is any difference between the rights granted by the company to the incentive object and the arrangement of the incentive plan, the independent directors and the board of supervisors (when the incentive object changes) shall express clear opinions at the same time.
Before the incentive objects exercise their rights and interests, the independent directors and the board of supervisors shall express clear opinions on whether the conditions for the incentive objects to exercise their rights and interests set in the equity incentive plan have been met.
Chapter IV determination basis and scope of incentive objects
1、 Determination basis of incentive object
(i) Legal basis for determining incentive objects
The incentive objects of the incentive plan are in accordance with the company law, securities law, administrative measures and other relevant laws, regulations, normative documents and the relevant provisions of the articles of association
