Guangdong Create Century Intelligent Equipment Group Corporation Limited(300083) Guangdong Create Century Intelligent Equipment Corporation Limited
Restricted stock incentive plan for 2020
(Revised Draft)
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.
All incentive objects of the incentive plan promise that if they do 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 company’s information disclosure documents, the incentive objects shall, after the relevant information disclosure documents are confirmed to have false records, misleading statements or major omissions, All benefits obtained from the incentive plan will be returned to the company.
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 and the measures for the administration of equity incentive of listed companies Relevant laws, regulations, normative documents and Guangdong Create Century Intelligent Equipment Group Corporation Limited(300083) articles of association, such as the Shenzhen Stock Exchange GEM Listing Rules (revised in 2020), the guide for business handling of GEM listed companies No. 5 – equity incentive, etc.
2、 The incentive tool adopted in the incentive plan is restricted stock (class II restricted stock). The source of stock is Guangdong Create Century Intelligent Equipment Group Corporation Limited(300083) (hereinafter referred to as “the company”, “the company” or “listed company”) to issue A-share common stock of the company to the incentive object.
Incentive objects that meet the grant conditions of the incentive plan can be granted additional A-Shares of common stock issued by the company in several times during the vesting period after meeting the corresponding vesting conditions. These shares will be registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. Prior to the vesting of the restricted shares granted to the incentive object, they do not enjoy the rights of shareholders of the company, and may not transfer, guarantee or repay debts.
3、 The number of restricted shares to be granted under the incentive plan is 42 million, accounting for about 2.94% of the total share capital of the company at the time of announcement of the draft incentive plan. This grant is a one-time grant without reserved rights and interests.
As of the date of announcement of the draft incentive plan, the company has no equity incentive plan under implementation, and the total amount of subject shares involved in the equity incentive plan during the whole validity period does not exceed 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.
4、 The incentive plan grants 125 incentive objects in total, including some directors, senior managers, core technical (business) personnel and employees in key positions who meet the qualifications of the company (including holding subsidiaries) when the company announces the plan.
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 article 8.4.2 of the rules for the listing of shares on the gem of Shenzhen Stock Exchange (revised in 2020), 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 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.
5、 The grant price of restricted shares granted under the incentive plan is 4.00 yuan / share. During the period from the date of announcement of the draft incentive plan to the completion of ownership registration of the incentive object, if the company has matters such as conversion of capital reserve into share capital, distribution of stock dividends, share subdivision or reduction, allotment and dividend distribution, the grant price of restricted shares and / or the grant quantity of restricted shares shall be adjusted accordingly.
6、 The validity period of the incentive plan shall be no more than 48 months 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.
7、 The restricted shares granted to the incentive objects in the incentive plan shall be vested in three phases after 12 months from the date of grant, and the vesting proportion of each phase shall be 40%, 30% and 30% respectively.
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 has been given a negative opinion or unable to express an opinion by a certified public accountant; (3) there have been cases of 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 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 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 shall 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.
11、 The incentive plan can be implemented only after being deliberated and approved by the general meeting of shareholders of the company.
12、 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 rights and interests to the incentive objects in accordance with relevant regulations, and complete the announcement 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.
13、 The implementation of this incentive plan will not result in the company’s equity distribution not meeting the listing conditions.
catalogue
Declare that two
Special tips two
catalogue four
Chapter I interpretation five
Chapter II purpose and principles of this incentive plan six
Chapter III Management Organization of this incentive plan seven
Chapter IV determination basis and scope of incentive objects eight
Chapter V source, quantity and distribution of restricted shares nine
Chapter VI validity period, grant date, ownership arrangement and lock up period of the incentive plan ten
Chapter VII grant price of restricted shares and determination method of grant price twelve
Chapter VIII vesting and vesting conditions of restricted shares thirteen
Chapter IX adjustment methods and procedures of restricted stock incentive plan sixteen
Chapter X accounting treatment of restricted stocks eighteen
Chapter XI implementation procedures of restricted stock incentive plan nineteen
Chapter XII respective rights and obligations of the company / incentive object twenty-one
Chapter XIII handling of changes in the company / incentive object twenty-two
Chapter XIV Supplementary Provisions twenty-four
Chapter I interpretation
Unless otherwise specified, the following words have the following meanings in this article: Guangdong Create Century Intelligent Equipment Group Corporation Limited(300083) , the company and the listed company refer to Guangdong Create Century Intelligent Equipment Group Corporation Limited(300083)
This incentive plan and this plan refer to the Guangdong Create Century Intelligent Equipment Group Corporation Limited(300083) 2020 restricted stock incentive plan (Draft)
Restricted stock and class II restricted stock refer to the A-share common stock of the company obtained and registered in batches according to the agreed proportion after the incentive objects meeting the grant conditions of the incentive plan meet the corresponding attribution conditions
Incentive objects refer to some directors, senior managers, core technical (business) personnel and employees in key positions who meet the qualifications of the company (including holding subsidiaries) when the company announces the plan in accordance with the provisions of the plan.
The grant date refers to the date on which the company grants the second type of restricted shares to the incentive object, and the grant date must be the trading day
The grant price refers to the price of each class II restricted stock granted by the company to the incentive object
Validity period refers to the period from the grant date of class II restricted shares to the expiration of the ownership or invalidation of all restricted shares
Vesting refers to the act of a listed company registering its shares in the account of the incentive object after the incentive object of the second type of restricted stock meets the vesting conditions
Vesting conditions refer to the benefit conditions established by the incentive plan for the incentive object to obtain the second type of restricted shares
Vesting date refers to the date on which the granted shares are registered after the incentive objects of class II restricted shares meet the benefit conditions. The vesting date must be the trading day
Remuneration Committee refers to the remuneration and assessment committee of the board of directors of the company
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 (revised in 2020)
Business management guide refers to business management guide for companies listed on GEM No. 5 – equity incentive
Articles of association means the Guangdong Create Century Intelligent Equipment Group Corporation Limited(300083) articles of association
CSRC refers to the China Securities Regulatory Commission
Stock exchange refers to Shenzhen Stock Exchange
Yuan, ten thousand yuan and one hundred million yuan refer to RMB yuan, ten thousand yuan and one hundred million yuan
Note: in this draft, the difference in mantissa between the sum of partial total and each detailed number 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 and restraint mechanism, attract and retain the core backbone, fully mobilize their enthusiasm and creativity, improve the cohesion of the core team and the core competitiveness of the enterprise, effectively combine the interests of shareholders, the company and the core team, make all parties pay common attention to the long-term development of the company and ensure the realization of the company’s development strategy and business objectives, In combination with the company’s future development plan, on the premise of fully protecting the interests of shareholders, this incentive plan is formulated in accordance with the principle of equal income and contribution, and 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 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. On the premise of legality and compliance, the general meeting of shareholders may authorize the board of directors to handle 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 deliberates and approves the incentive plan, it shall be submitted to the general meeting of shareholders for deliberation. The board of directors may handle matters related to 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.
4、 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 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 for the rights and interests of the incentive object set in the equity incentive plan have been achieved.
Chapter IV determination basis and scope of incentive objects
1、 Determination basis of incentive object
(i) Legal basis for determining incentive objects
In accordance with the company law, securities law, administrative measures, listing rules, business handling guide and other relevant laws, regulations, normative documents and the articles of association, the incentive objects of the incentive plan are combined
