Securities code: 688772 securities abbreviation: Zhuhai Cosmx Battery Co.Ltd(688772) Zhuhai Cosmx Battery Co.Ltd(688772) phase I restricted stock incentive plan (Draft) Zhuhai Cosmx Battery Co.Ltd(688772)
December, 2001
Statement
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.
All incentive objects promise that if the company does not comply with the equity grant or ownership arrangement due to false records, misleading statements or major omissions in the information disclosure documents, the incentive objects shall return all the benefits obtained from participating in the incentive plan to the company after the relevant information disclosure documents are confirmed to have false records, misleading statements or major omissions.
hot tip
1、 The incentive plan is formulated in accordance with the company law, the securities law, the Listing Rules of the science and Innovation Board of Shanghai Stock Exchange, the measures for the administration of equity incentive of listed companies, the business guide for information disclosure of listed companies on the science and Innovation Board No. 4 – disclosure of equity incentive information, the Zhuhai Cosmx Battery Co.Ltd(688772) articles of association and other relevant provisions.
2、 The incentive tool adopted in the incentive plan is restricted stock (class II restricted stock). The source of stock is Zhuhai Cosmx Battery Co.Ltd(688772) (hereinafter referred to as “the company”) to issue A-share common stock of the company to the incentive object.
After meeting the corresponding attribution conditions, the incentive objects who meet the grant conditions of the incentive plan will obtain the 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.
3、 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.
The company’s shares granted by any incentive object of the incentive plan through all the equity incentive plans within the validity period shall not exceed 1% of the total share capital of the company on the date of announcement of the draft incentive plan.
IV The grant price of restricted shares granted under the incentive plan is 23.82 yuan / share (including reservation). From the announcement date of the draft incentive plan to the completion of the ownership of restricted shares by 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 / quantity of restricted shares will be adjusted accordingly in accordance with the relevant provisions of the incentive plan.
5、 The incentive objects of the incentive plan include directors, senior managers Core technical personnel (excluding independent directors and supervisors), as well as other personnel deemed necessary by the board of directors of the company. The incentive objects granted by the incentive plan for the first time shall not exceed 763, accounting for about 5.24% of the total number of employees of the company (up to December 31, 2020, the total number of employees of the company (including subsidiaries) is 14565).
6、 The validity period of the incentive plan shall be 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, and the maximum period shall not exceed 60 months.
7、 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.
8、 The incentive objects determined in the incentive plan comply with the provisions of article 10.4 of the Listing Rules of shares on the science and Innovation Board of Shanghai Stock Exchange, and there are no following circumstances that may not become incentive objects:
(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.
9、 The company promises not to provide loans or any other form of financial assistance for the incentive object to obtain relevant restricted shares according to the incentive plan, including providing guarantee for its loans.
10、 The incentive plan can be formally implemented only after it is reviewed and approved by the general meeting of shareholders of the company.
11、 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 in accordance with relevant regulations to grant rights and interests to the incentive objects for the first time and complete the announcement. If the company fails to complete the above work within 60 days, the implementation of the incentive plan will be terminated, and the rights and interests not granted will become invalid; 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.
12、 The implementation of this incentive plan will not result in the company’s equity distribution not meeting the listing conditions.
catalogue
Declare that 1 special tips Chapter 1 interpretation 6 Chapter II implementation purpose of this incentive plan Chapter III Management Organization of this incentive plan Chapter IV scope of incentive objects Chapter V incentive mode, source, quantity and distribution of restricted shares Chapter VI validity period, grant date, ownership arrangement and sales restriction provisions of the incentive plan Chapter VII grant price and determination method of restricted shares Chapter VIII vesting and vesting conditions of restricted shares Chapter IX implementation procedures of restricted stock incentive plan Chapter X adjustment methods and procedures of restricted stock incentive plan Chapter XI accounting treatment of restricted stocks 26 Chapter XII respective rights and obligations of the company / incentive object 28 Chapter XIII handling methods of changes in the company / incentive object 30 chapter XIV Supplementary Provisions thirty-three
Chapter I interpretation
Unless otherwise specified, the following words shall have the following meanings in this document:
Zhuhai Cosmx Battery Co.Ltd(688772) . The company refers to Zhuhai Cosmx Battery Co.Ltd(688772)
This incentive plan and this plan refer to Zhuhai Cosmx Battery Co.Ltd(688772) the first restricted stock incentive plan
Restricted stock and class II refer to the incentive objects that meet the conditions for granting the incentive plan. After meeting the corresponding conditions for being classified as restricted stock, they obtain A-share common stock issued by the company in batches
In accordance with the provisions of this incentive plan, the directors, senior managers, core technicians (excluding independent directors and supervisors) of the company who obtain restricted shares, as well as other personnel deemed necessary by the board of directors of the company
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 of each restricted stock granted by the company to the incentive object
Validity period refers to the period 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
Attribution refers to the behavior that the company registers the shares in the individual securities account of the incentive object after the incentive object meets the benefit conditions set in the incentive plan
Vesting conditions refer to the benefit conditions set in the incentive plan for the incentive object to obtain the company’s shares
Vesting date refers to the date on which the shares of the granted company are registered after the incentive object meets the benefit conditions set in the incentive plan. The vesting date must be the trading day
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
The Listing Rules refer to the Listing Rules of Shanghai Stock Exchange on the science and innovation board
Disclosure guide refers to the business guide for information disclosure of listed companies on the science and Innovation Board No. 4 – disclosure of equity incentive information
Articles of association means the Zhuhai Cosmx Battery Co.Ltd(688772) articles of association
CSRC refers to the China Securities Regulatory Commission
Stock exchange means Shanghai Stock Exchange
Yuan and 10000 yuan refer to RMB yuan and 10000 yuan
Chapter II implementation purpose of the incentive plan
In order to improve the company’s long-term incentive mechanism, attract and retain outstanding talents, fully mobilize the work enthusiasm and creativity of employees, and promote the sustainable and healthy development of the company, the company, in accordance with the principle of equal income and contribution, and in accordance with the relevant provisions of the company law, the securities law, the administrative measures, the listing rules, the disclosure guide and the articles of association, Develop this incentive plan.
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 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 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.
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 of the company on relevant proposals of the incentive plan.
4、 If the company changes the 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.
5、 Before the company grants rights and interests to the incentive object, the independent directors and the board of supervisors shall express clear opinions on whether the grant conditions set in the incentive plan have been achieved. When the company grants rights and interests to the incentive object, if there is any difference from the arrangement of the incentive plan, the independent directors and the board of supervisors (when the incentive object changes) shall give clear opinions.
6、 Before the vesting of the restricted shares granted to the incentive object, the independent directors and the board of supervisors shall express clear opinions on whether the vesting conditions set in the incentive plan have been achieved.
Chapter IV scope of incentive objects
1、 The incentive objects of the incentive plan are determined in accordance with the relevant provisions of the company law, the securities law, the administrative measures, the listing rules, the disclosure guide and the articles of association, and in combination with the actual situation of the company.
2、 The incentive objects of the incentive plan include directors, senior managers Core technical personnel (excluding independent directors and supervisors), as well as other personnel deemed necessary by the board of directors of the company, meet the implementation purpose of the incentive plan. The incentive objects granted by the incentive plan for the first time shall not exceed 763, accounting for about the total number of employees of the company (as of December 31, 2020) The proportion of 14565 employees (including subsidiaries) is 5.24%.
3、 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.
4、 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
