Securities code: 688772 securities abbreviation: Zhuhai Cosmx Battery Co.Ltd(688772) Announcement No.: 2021-014 Zhuhai Cosmx Battery Co.Ltd(688772)
Summary announcement of the first restricted stock incentive plan (Draft)
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear legal liabilities for the authenticity, accuracy and integrity of its contents according to law.
Important content tips:
Equity incentive method: the second type of restricted stock
Share source: the company issues A-share common stock to the incentive object
Total equity of equity incentive and total number of underlying shares involved: the number of restricted shares to be granted in the incentive plan is 23592110 shares, accounting for about 2.1030% of the total share capital of the company on the announcement date of the draft incentive plan. Among them, 224125000 shares were granted for the first time, accounting for about 1.9978% of the total share capital of the company on the announcement date of the draft incentive plan, and the number of rights and interests granted for the first time accounted for 95.00% of the total rights and interests granted by the incentive plan; 1179610 shares are reserved for grant, accounting for about 0.1051% of the total share capital of the company on the announcement date of the draft incentive plan, and the number of rights and interests reserved for grant accounts for 5.00% of the total rights and interests granted by the incentive plan.
1、 Purpose of equity incentive plan
In order to improve the company’s long-term incentive mechanism, attract and retain excellent talents, fully mobilize employees’ work enthusiasm and creativity, and promote the sustainable and healthy development of the company, the company follows the principle of equal income and contribution, In accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), the measures for the administration of equity incentive of listed companies (hereinafter referred to as the “administrative measures”) and the Listing Rules of Shanghai Stock Exchange on the science and Innovation Board (hereinafter referred to as the “Listing Rules”) This incentive plan is formulated in accordance with the relevant laws, regulations and normative documents such as the business guide for information disclosure of listed companies on the Kechuang board No. 4 – equity incentive information disclosure (hereinafter referred to as the “disclosure guide”) and the provisions of the Zhuhai Cosmx Battery Co.Ltd(688772) articles of Association (hereinafter referred to as the “articles of association”).
As of the announcement date of this incentive plan, the company has no other equity incentive system arrangements being implemented for directors, supervisors, senior managers, core technicians and employees.
2、 Equity incentive method and source of underlying stock
(i) Equity incentive mode
The incentive tool adopted in this incentive plan is the second type of restricted stock. The incentive objects who meet the grant conditions of the incentive plan, after meeting the corresponding attribution conditions, will obtain the additional A-share common shares issued by the company in batches at the grant price, and these shares will be registered in Shanghai Branch of China Securities Depository and Clearing Co., Ltd. Before vesting, the restricted shares granted to the incentive object shall not enjoy the rights of shareholders of the company, and shall not be transferred, used to guarantee or repay debts.
（2） Source of underlying stock
The subject stock involved in the plan comes from A-share common stock issued by the company to the incentive object. 3、 Number of rights and interests to be granted under the equity incentive plan
The number of restricted shares to be granted under the incentive plan is 23592110 shares, accounting for about 2.1030% of the total share capital of the company on the announcement date of the draft incentive plan. Among them, 224125000 shares were granted for the first time, accounting for about 1.9978% of the total share capital of the company on the announcement date of the draft incentive plan, and the number of rights and interests granted for the first time accounted for 95.00% of the total rights and interests granted by the incentive plan; 1179610 shares are reserved for grant, accounting for about 0.1051% of the total share capital of the company on the announcement date of the draft incentive plan, and the number of rights and interests reserved for grant accounts for 5.00% of the total rights and interests granted by the incentive plan.
The subject shares involved in all equity incentive plans of the company within the validity period shall not exceed 20% of the total share capital of the company on the announcement date of the draft incentive plan.
From the announcement date of this incentive plan to the date when the incentive object completes the ownership of restricted shares, if the company has matters such as the conversion of capital reserve into share capital, the distribution of stock dividends, the division of shares, the allotment of shares, the reduction of shares, etc., the number of restricted shares granted will be adjusted accordingly in accordance with the relevant provisions of this incentive plan.
4、 Determination basis, scope and number of rights and interests granted to incentive objects
(i) Determination basis of incentive object
1. The incentive objects granted by the incentive plan for the first time shall be determined in accordance with the company law, securities law, administrative measures, listing rules, disclosure guide and other relevant laws, regulations, normative documents and the articles of association, and in combination with the actual situation of the company.
2. The incentive objects of the incentive plan are the company’s directors, senior managers, core technical personnel (excluding independent directors and supervisors) and other personnel that the board of directors of the Company deems necessary to be encouraged, which is in line with the implementation purpose of the incentive plan.
（2） Scope of incentive objects
There are no more than 763 incentive objects granted for the first time in this incentive plan, About 5.24% of the total number of employees of the company (14565 employees of the company (including subsidiaries) as of December 31, 2020). All incentive objects must sign labor contracts or employment agreements with the company (including subsidiaries) when the company grants restricted shares and within the assessment period of the incentive plan.
The incentive objects of the incentive plan include Mr. Xu Yanming, the actual controller, chairman and general manager of the company. As the leading core of the company, Mr. Xu Yanming has a decisive influence on the company’s operation and management, development strategy and other major decisions. Mr. Xu Yanming’s participation in the incentive plan can enhance the enthusiasm of the company’s employees to participate in the incentive plan, which will help to improve the company’s overall performance and promote the company’s long-term development; In addition, The incentive objects of this incentive plan include the company A total of 24 China Taiwan employees and 1 Hongkong China employees were included in the company’s incentive plan. The reason for the company’s inclusion in the incentive plan is that the new energy battery industry is highly competitive among the people, and the group of personnel plays an important role in the management, technology research and business development of the company. It is reasonable and necessary to take the above personnel as incentive objects, which is in line with the actual situation and development needs of the company and the relevant provisions of the listing rules.
The incentive object granted with reserved rights and interests shall be determined by the board of directors within 12 months after the incentive plan is reviewed and approved by the general meeting of shareholders of the company. If the incentive object is not specified for more than 12 months, the reserved rights and interests shall become invalid.
（3） Distribution of restricted shares granted to incentive objects
The distribution of restricted shares granted by the incentive plan is shown in the table below:
Name, position, nationality, proportion of the number granted to the total amount granted to the total share capital (10000 shares)
Xu Yanming, chairman, general manager and core technical personnel, China 4300018 23%0.3833%
Lin Wende, deputy general manager, Taiwan, China 100.004. 24%0.0891%
Fu Xiaohu, director and core technician, China 50.002 12%0.0446%
Li Junyi, director and core technician, China 50.002 12%0.0446%
Niu Yuhong, deputy general manager and Secretary of the board of directors, China 80.003 39%0.0713%
Liu Mingzhuo, deputy general manager and financial director, China 50.002 12%0.0446%
Xie bin, deputy general manager, China 200.008 48%0.1783%
Li Tao’s core technical personnel: China 15.000 64%0.0134%
Zou Xiaotian’s core technical personnel China 7.000 30%0.0062%
Guo Zhihua, core technician, China 8.000 34%0.0071%
Fangshuangzhu core technician China 15.000 64%0.0134%
Peng Chong’s core technicians China 7.000 30%0.0062%
Li Suli’s core technical personnel China 8.000 34%0.0071%
Jin Lingling core technician China 2.500 11%0.0022%
Zeng Yuxiang, core technician, China 3.0750 13%0.0027%
Peng Ning’s core technicians China 8.000 34%0.0071%
Liu Jianwei develops backbone 4.800. Taiwan, China 20%0.0043%
Luo Zihao develops backbone 1.500. Taiwan, China 06%0.0013%
Qiu Zhaohao develops backbone 3.400. Taiwan, China 14%0.0030%
Tan Bolin R & D backbone Hong Kong, China 4.000 17%0.0036%
Yang Juncong, sales backbone, Taiwan, China 1.8750. 08%0.0017%
Zhang Tingting, sales backbone, Taiwan, China 1.3050. 06%0.0012%
Zhong Qiaoyu, sales backbone, Taiwan, China 0.8720. 04%0.0008%
Zhong Yiping, sales backbone, Taiwan, China 0.960. 04%0.0009%
Huang Yat Dian, the backbone of sales in Taiwan, China 0.750. 03%0.0007%
Zhao Qianqian, sales backbone, Taiwan, China 2.850. 12%0.0025%
Que Xiang He, sales backbone, Taiwan, China 2.850. 12%0.0025%
Weng Zhihong, management and administration backbone, Taiwan, China 2.700. 11%0.0024%
Zeng Si Han’s management and administration backbone, Taiwan, China 1.900. 08%0.0017%
Sun Pinqiao, management and administration backbone, Taiwan, China 1.500. 06%0.0013%
Cai Guoqiang, management and administration backbone, Taiwan, China 1.180. 05%0.0011%
Jian Honglin, management and administration backbone, Taiwan, China 0.960. 04%0.0009%
Cai Rongze, management and administration backbone, Taiwan, China 1.260. 05%0.0011%
Lin Zongwei, management and administration backbone, Taiwan, China 0.5250. 02%0.0005%
Ye Zi Yin, management and administration backbone, Taiwan, China 0.550. 02%0.0005%
Tu Jiayu, management and administration backbone, Taiwan, China 0.600. 03%0.0005%
Zhang Weisheng, management and administration backbone, Taiwan, China 2.000. 08%0.0018%
Yan Guoxian is the backbone of management and administration
