Stock abbreviation: Cscec Scimee Sci.&Tech.Co.Ltd(300425) Stock Code: 300425 Cscec Scimee Sci.&Tech.Co.Ltd(300425)
Restricted stock incentive plan for 2021 (Draft)
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
I The Cscec Scimee Sci.&Tech.Co.Ltd(300425) 2021 restricted stock incentive plan (Draft) (hereinafter referred to as “the incentive plan”) is implemented by Cscec Scimee Sci.&Tech.Co.Ltd(300425) (hereinafter referred to as ” Cscec Scimee Sci.&Tech.Co.Ltd(300425) “, “the company” or “the company”) 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 GEM Listing Rules of Shenzhen Stock Exchange Measures for the administration of equity incentive of listed companies The Trial Measures for the implementation of equity incentive by state-owned holding listed companies (domestic) (Guo Zi FA FA FA FA FA FA Fa [2006] No. 175), the notice on issues related to regulating the implementation of equity incentive system by state-owned holding listed companies (Guo Zi FA FA FA FA FA FA Fa [2008] No. 171), the guidelines for the implementation of equity incentive by central enterprise holding listed companies (Guo Zi kaofen [2020] No. 178) The guidelines for business handling of companies listed on GEM No. 5 – equity incentive, other relevant laws, administrative regulations, normative documents, the articles of association and other relevant provisions were formulated.
2、 The incentive form adopted in the incentive plan is restricted stock (class II restricted stock). The stock source is the company’s RMB A-share common stock issued by the company to the incentive object.
The incentive objects who meet the grant conditions of the incentive plan, after meeting the corresponding attribution conditions and attribution arrangements, will obtain A-share common shares of the company at the grant price during the vesting period, and these shares will be registered in Shenzhen 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 above restricted shares shall not be transferred, used for guarantee or debt repayment.
3、 The number of restricted shares to be granted to the incentive objects in the incentive plan is 1988.8 million shares, accounting for 2.94% of the company’s total share capital of 675708786 shares on the announcement date of the draft incentive plan. Among them, 18.24 million shares were granted for the first time, accounting for about 2.70% of the total share capital of the company on the announcement date of the draft incentive plan and 91.75% of the total number of restricted shares to be granted in the incentive plan; 1.64 million shares are reserved, accounting for about 0.24% of the total share capital of the company on the announcement date of the draft incentive plan and 8.25% of the total number of restricted shares to be granted in the incentive plan.
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 10.00% of the total share capital of the company. The cumulative number of shares of the company granted by any incentive object in the incentive plan through the equity incentive plan within the whole validity period does not exceed 1.00% of the total share capital of the company.
IV The incentive objects of this incentive plan are directors, senior managers, middle managers and key employees in key positions in the company (including subsidiaries, the same below). A total of 151 incentive objects are granted for the first time, including senior managers, middle managers and key employees in key positions when the company announces this incentive plan, excluding Cscec Scimee Sci.&Tech.Co.Ltd(300425) Independent directors, supervisors, shareholders or actual controllers who individually or jointly hold more than 5% of the shares of the listed company and their spouses, parents and children.
Reserved incentive objects refer to the incentive objects that have not been determined when the plan is approved by the general meeting of shareholders but are included in the incentive plan during the duration of the plan, which shall be determined within 12 months after the plan is considered and approved by the general meeting of shareholders. The criteria for determining the reserved incentive object shall be determined with reference to the criteria for the first award.
5、 The grant price of restricted shares granted to the incentive object for the first time in the incentive plan is 3.12 yuan / share. From the date of announcement of the incentive plan to the date when the incentive object completes the ownership registration of restricted shares, if the company has matters such as conversion of capital reserve into share capital, distribution of stock dividends, dividend distribution, share subdivision or reduction, allotment and so on, the grant price and number of rights and interests of restricted shares will be adjusted accordingly according to the incentive plan.
6、 The validity period of this incentive plan is from the date of granting restricted shares to the date when all the restricted shares granted to the incentive object are vested or invalid, and the longest period shall not exceed 60 months.
7、 The restricted shares granted by the incentive plan shall be vested in three phases after 24 months from the date of grant, and the proportion of each phase shall be 1 / 3, 1 / 3 and 1 / 3 respectively; The reserved restricted shares shall be vested in three phases after 24 months from the reserved grant date, and the proportion of each phase shall be 1 / 3, 1 / 3 and 1 / 3 respectively.
The attribution conditions of performance assessment objectives of restricted shares granted for the first time and reserved are shown in the table below:
Ownership arrangement performance assessment objectives
The return on net assets in 2022 shall not be less than 8.14% and higher than the 75th percentile of the benchmarking enterprise; The first attribution period is based on the operating revenue in 2020, and the compound growth rate of operating revenue in 2022 is not less than 15.30%, which is higher than the 75th percentile of the benchmark enterprise;
The improvement value of economic added value in 2022 is greater than zero.
The return on net assets in 2023 shall not be less than 8.14% and higher than the 75th percentile of the benchmarking enterprise; The second attribution period is based on the operating revenue in 2020, and the compound growth rate of operating revenue in 2023 is not less than 15.30%, which is higher than the 75th percentile of the benchmark enterprise;
The improvement value of economic added value in 2023 is greater than zero.
The return on net assets in 2024 shall not be less than 8.14% and higher than the 75th percentile of the benchmarking enterprise; The third attribution period is based on the operating revenue in 2020, and the compound growth rate of operating revenue in 2024 will not be less than 15.30%, which is higher than the 75th percentile of the benchmark enterprise;
The improvement value of economic added value in 2024 is greater than zero.
Note: 1. The above “return on net assets” refers to the audited weighted average return on net assets attributable to the shareholders of the listed company after deducting non recurring profits and losses. Relevant assessment indicators are calculated based on the value excluding the impact of share based payment expenses of this and other incentive plans. If the company implements public or non-public issuance, major asset restructuring and other matters affecting net profit and net assets within the validity period of equity incentive plan, the impact of such matters shall be excluded when calculating the assessment results;
2. “Operating revenue” refers to the audited operating revenue of the listed company; In the process of annual assessment, if there is a major change in the main business of the industry sample or a sample extreme value with excessive deviation, the board of directors of the company will eliminate or replace the sample during the year-end assessment.
8、 The company does not have the following circumstances under which equity incentive shall not be implemented as stipulated in the administrative measures for 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 object of this incentive plan does not have the following circumstances that may not be the incentive object specified in the measures for the administration of equity incentive of listed companies:
(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.
10、 Cscec Scimee Sci.&Tech.Co.Ltd(300425) commitment: the company will not provide loans and other forms of financial assistance for the incentive objects of the incentive plan to obtain restricted shares through the incentive plan, including providing guarantee for their loans.
11、 Cscec Scimee Sci.&Tech.Co.Ltd(300425) commitment: there are no false records, misleading statements or major omissions in the information disclosure documents related to the incentive plan.
12、 The incentive object of the incentive plan promises that if the company does not comply with the arrangement of granted rights and interests or vested rights and interests due to false records, misleading statements or major omissions in the information disclosure documents, the incentive object shall, after the relevant information disclosure documents are confirmed to have false records, misleading statements or major omissions, Return all benefits obtained from this incentive plan to the company.
13、 The incentive plan can be implemented only after it is reviewed and approved by the state owned assets supervision and Administration Commission of the State Council and reviewed and approved by the special resolution of the general meeting of shareholders of the company.
14、 After the incentive plan is deliberated and approved by the general meeting of shareholders of the company, The company will convene the board of directors to grant rights and interests to the incentive objects within 60 days (if there are conditions for granting rights and interests, calculated from the achievement of the conditions) according to 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 and announce the termination of the implementation of the incentive plan. According to the measures for the administration of equity incentive of listed companies . according to the guide for business handling of companies listed on GEM No. 5 – equity incentive, the period during which rights and interests shall not be granted shall not be counted as 60 days.
15、 The implementation of the incentive plan will not result in the company’s equity distribution not meeting the listing conditions.
catalogue
Declare that 2 special tips Chapter 1 interpretation Chapter II purpose of this incentive plan 9 Chapter III Management Organization of this incentive plan Chapter IV determination basis and scope of incentive objects Chapter V Rights and interests to be granted under the incentive plan Chapter VI list of incentive objects and distribution of rights and interests to be granted Chapter VII validity, grant date, ownership arrangement and lock up period Chapter VIII grant price and determination method of restricted shares Chapter IX vesting and vesting conditions of restricted shares Chapter X adjustment methods and procedures of this incentive plan Chapter XI accounting treatment of restricted stocks Chapter XII implementation, grant, ownership, change and termination procedures of the incentive plan 29 Chapter XIII other rights and obligations of the company / incentive object 32 chapter XIV handling of the incentive plan in case of changes in the company / incentive object 34 Chapter XV Supplementary Provisions thirty-eight
Chapter I interpretation
Unless otherwise specified, the following words shall have the following meanings in this document:
Interpretation item interpretation content
Cscec Scimee Sci.&Tech.Co.Ltd(300425) . The company, the company and the listed company refer to Cscec Scimee Sci.&Tech.Co.Ltd(300425)
Restricted stock incentive plan, this incentive plan and this plan refer to Cscec Scimee Sci.&Tech.Co.Ltd(300425) 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 who meet the grant conditions of the incentive plan after meeting the corresponding benefit conditions
According to the provisions of this incentive plan, directors, senior managers, middle managers and key employees in key positions of the company (including the subsidiary incentive object refers to the company) who 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
The grant price refers to the price determined by the company when granting restricted shares to the incentive object and the incentive object obtains the shares of the company
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 date
