Securities code: 688058 securities abbreviation: Beijing Baolande Software Corporation(688058) Beijing Baolande Software Corporation(688058)
Restricted stock incentive plan for 2021
(Draft)
Beijing Baolande Software Corporation(688058)
December 2021
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 of the company promise that if the company does not comply with the granted rights and interests or the ownership arrangement of rights and interests due to false records, misleading statements or major omissions in the information disclosure documents, the incentive objects shall 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.
hot tip
1、 The incentive plan is in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the Listing Rules 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 and other relevant laws, regulations and normative documents, And the formulation of the Beijing Baolande Software Corporation(688058) articles of association.
2、 The incentive tool adopted in the incentive plan is restricted stock (class II restricted stock). The source of stock is Beijing Baolande Software Corporation(688058) (hereinafter referred to as ” Beijing Baolande Software Corporation(688058) “, “the company”, “the company” or “listed company”) to issue A-share common shares of the company to the incentive object.
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. The restricted shares granted to the incentive object shall not enjoy the rights of shareholders of the company before they are vested, and the restricted shares shall not be transferred, used for guarantee or debt repayment.
3、 The incentive plan intends to grant 800000 restricted shares to the incentive objects, accounting for about 2.00% of the total share capital of the company at the time of announcement of the draft incentive plan. Among them, 640000 shares were granted for the first time, accounting for about 1.60% of the total share capital of the company when the draft incentive plan was announced, and the part granted for the first time accounted for 80% of the total equity granted this time; 160000 shares are reserved, accounting for about 0.40% of the total share capital of the company when the draft incentive plan is announced, and the reserved part accounts for 20% of the total equity granted this time.
The company’s 2020 restricted stock incentive plan (Draft) approved at the third extraordinary general meeting of shareholders in 2020 It is still under implementation. As of the announcement date of the draft incentive plan, the total number of subject shares involved in the equity incentive plan within the whole validity period of the company has not exceeded 20.00% of the total share capital of the company when the incentive plan was submitted to the general meeting of shareholders. The shares of the company granted by any incentive object in the plan through all the equity incentive plans within the validity period shall not exceed 1.00% of the total share capital of the company when the plan is submitted to the general meeting of shareholders for deliberation.
4、 The initial grant price of restricted shares under the plan shall not be less than 40.00 yuan / share. On the premise of controlling share based payment expenses, the company authorizes the board of directors of the company to finally determine the initial grant price based on the closing price of the company’s shares on the grant date, but the initial grant price shall not be less than 40.00 yuan / share. From the announcement date of the incentive plan to the date when the incentive object is granted restricted shares, and from the date when the incentive object is granted restricted shares to the date of vesting, if the company has matters such as capital reserve conversion to share capital, distribution of stock dividends, share subdivision or reduction, allotment and dividend distribution, the granting price and quantity of restricted shares will be adjusted accordingly in accordance with the relevant provisions of the incentive plan.
5、 The total number of incentive objects granted by the incentive plan for the first time is 76, accounting for 18.27% of the total number of 416 employees of the company (as of December 31, 2020), including directors, senior managers, core technicians and personnel deemed necessary by the board of directors when the company announces the plan.
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 objects shall be determined with reference to the criteria for the first award, including the company’s directors, senior managers, core technicians, etc.
6、 The validity period of the incentive plan shall be no more than 60 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. The restricted shares granted to the incentive object will be vested in several times according to the agreed proportion, and each equity vesting is subject to meeting the corresponding vesting conditions. 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 participating in the incentive plan do not include the company’s supervisors and independent directors. 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.
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 implemented only after it is reviewed and approved by the general meeting of shareholders of the company.
11、 The implementation of this incentive plan will not cause the equity distribution to fail to meet the requirements of listing conditions.
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 incentive mode, source, quantity and distribution of restricted shares Chapter VI validity period, grant date, ownership arrangement and lock up period of the incentive plan Chapter VII grant price of restricted shares and determination method of grant price Chapter VIII vesting and vesting conditions of restricted shares Chapter IX implementation procedures of restricted stock incentive plan Chapter 10 adjustment methods and procedures of restricted stock incentive plan Chapter XI accounting treatment of restricted stocks 27 Chapter XII respective rights and obligations of the company / incentive object 29 Chapter XIII handling of changes in the company / incentive object 31 chapter XIV Supplementary Provisions thirty-four
Chapter I interpretation
Unless otherwise specified, the following words shall have the following meanings in this document:
Beijing Baolande Software Corporation(688058) . The company, the company and the listed company refer to Beijing Baolande Software Corporation(688058)
This incentive plan and this plan refer to Beijing Baolande Software Corporation(688058) 2021 restricted stock incentive plan
Restricted shares and class II restricted shares refer to the shares of the company obtained and registered by incentive objects meeting the grant conditions of the incentive plan after meeting the corresponding attribution conditions
In accordance with the provisions of this incentive plan, the directors, senior managers, core technicians and personnel deemed necessary by the board of directors of the company that obtains restricted shares (including the incentive object refers to the subsidiary)
Grant date refers to the date on which the company grants restricted shares to incentive objects
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 listed company registers the shares in the incentive object’s account after the restricted stock incentive object meets the benefit conditions
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
Vesting date refers to the date on which the authorized shares are registered after the restricted stock incentive object meets the benefit conditions. It 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 supervision measures refer to the measures for continuous supervision of listed companies on the science and Innovation Board (for Trial Implementation)
The Listing Rules refer to the Listing Rules of Shanghai Stock Exchange on the science and innovation board
Business 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 Beijing Baolande Software Corporation(688058) 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
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 figures based on this category
According to the calculated financial indicators.
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 establish and improve the company’s long-term incentive mechanism, attract and retain excellent talents, fully mobilize the enthusiasm of the company’s core team, effectively combine the interests of shareholders, the company and the personal interests of the core team, and enable all parties to jointly pay attention to and promote the long-term development of the company, on the premise of fully protecting the interests of shareholders, in accordance with the principle of equal incentive and restraint, This incentive plan is formulated in accordance with the company law, securities law, administrative measures, listing rules, business guide and other relevant laws, regulations, normative documents and the articles of association.
As of the announcement date of the incentive plan, the company is also implementing the 2020 restricted stock incentive plan. The company granted 320000 class II restricted shares to 46 incentive objects for the first time on December 28, 2020, and this part of the restricted shares has not yet reached the vesting period. The company granted 80000 reserved class II restricted shares to 2 incentive objects on December 24, 2021. This incentive plan is independent of the 2020 restricted stock incentive plan being implemented, and there is no relevant connection.
Chapter III Management Organization of the incentive plan
1、 Large shareholder
