Securities code: Windsun Science Technology Co.Ltd(688663) securities abbreviation: Windsun Science Technology Co.Ltd(688663) Windsun Science Technology Co.Ltd(688663)
Restricted stock incentive plan for 2022
(Draft)
Windsun Science Technology Co.Ltd(688663)
March, 2002
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 responsibility 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 Windsun Science Technology Co.Ltd(688663) 2022 restricted stock incentive plan (Draft) (hereinafter referred to as “the incentive plan”) is issued by Windsun Science Technology Co.Ltd(688663) (hereinafter referred to as ” Windsun Science Technology Co.Ltd(688663) ,” the company “or” the company “) in accordance with the company law of the people’s Republic of China and the securities law of the people’s Republic of China Measures for the administration of equity incentive of listed companies (CSRC order [2018] No. 148), Trial Measures for the implementation of equity incentive by state-owned holding listed companies (domestic) (Guo Zi FA FA FA FA FA Fa [2006] No. 175), 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 Fa [2008] No. 171) Notice on matters related to further improving the equity incentive work of listed companies controlled by central enterprises (Guo Zi FA Kao Fen GUI [2019] No. 102), guidelines for the implementation of equity incentive work by listed companies controlled by central enterprises (Guo Zi Kao Fen [2020] No. 178), self regulatory guidelines for companies listed on the science and Innovation Board No. 4 – disclosure of equity incentive information Other relevant laws, administrative regulations and normative documents, such as the Listing Rules of shares on the science and Innovation Board of Shanghai Stock Exchange, and relevant provisions such as the Windsun Science Technology Co.Ltd(688663) articles of Association (hereinafter referred to as the “articles of association”).
2、 The incentive tool adopted in this incentive plan is restricted stock (the second type of 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 vesting conditions and vesting arrangements, will obtain the additional A-share common shares issued by the company in batches at the grant price during the vesting period, and these shares will be registered in Shanghai Branch of China Securities Depository and Clearing Co., Ltd. The restricted shares granted to the incentive objects do not enjoy the rights of shareholders of the company before they are vested, and may 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 2475000 shares, accounting for about 1.77% of the total capital stock of the company at the time of announcement of the draft incentive plan, of which 2375000 shares are granted for the first time, accounting for 95.96% of the total equity to be granted in the incentive plan, About 1.70% of the company’s total share capital of 139.95 million shares at the time of announcement of the draft incentive plan, 100000 reserved restricted shares, accounting for 4.04% of the total equity to be granted by the incentive plan, and about 0.07% of the company’s total share capital of 139.95 million shares 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 do not exceed 1.00% of the total share capital of the company when the incentive plan is submitted to the general meeting of shareholders for deliberation. From the date of announcement of the draft 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, division or reduction of shares, allotment of shares, etc., the grant / ownership number of restricted shares will be adjusted accordingly according to the incentive plan.
4、 The grant price of restricted shares granted to the incentive object for the first time in the incentive plan is 22.18 yuan / share. From the date of announcement of the draft 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 of restricted shares will be adjusted accordingly according to the incentive plan.
5、 The total number of incentive objects granted by the incentive plan for the first time shall not exceed 59, accounting for 10.30% of the total number of 573 employees of the company (as of December 31, 2021), including directors, senior managers, core technicians and other personnel deemed necessary by the board of directors when announcing the incentive plan.
The company shall specify the awarding objects of reserved rights and interests within 12 months after the incentive plan is deliberated and approved by the general meeting of shareholders, and the determination standard of reserved incentive objects shall be determined with reference to the standard of the first grant in this period. If the company fails to specify the incentive object within 12 months, part of the reserved rights and interests will become invalid.
6、 The validity period of this incentive plan shall be no more than 72 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.
7、 The restricted shares granted under the incentive plan shall be vested in three phases after 24 months from the date of grant of the corresponding part, and the proportion of each phase shall be 33%, 33% and 34% respectively.
8、 The company meets the following conditions for the implementation of this incentive plan as stipulated in Article 5 of the Trial Measures for the implementation of equity incentive by state-controlled listed companies (domestic):
(I) the corporate governance structure is standardized, the shareholders’ meeting, the board of directors and the management are well organized, and their responsibilities are clear. External directors (including independent directors, the same below) account for more than half of the members of the board of directors;
(II) the remuneration and assessment committee is composed of external directors, with sound remuneration and assessment committee system, perfect rules of procedure and standardized operation;
(III) sound internal control system and performance appraisal system, standardized basic management system, and established labor employment, salary and welfare system and performance appraisal system in line with the requirements of market economy and modern enterprise system;
(IV) clear development strategy, good asset quality and financial condition, and stable business performance; No financial violations and bad records in recent three years;
(V) other conditions stipulated by the securities regulatory authority.
9、 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) the audit report of the financial accounting report of the latest fiscal year issued by the certified public accountant with a negative opinion or unable to express an opinion;
(II) 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 the certified public accountant;
(III) failure to distribute profits in accordance with laws and regulations, the articles of association and public commitments within the last 36 months after listing;
(IV) equity incentive is prohibited by laws and regulations;
(V) other circumstances recognized by the CSRC.
10、 The incentive objects of this incentive plan comply 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 incentive objects:
(I) being identified as an inappropriate candidate by the stock exchange within the last 12 months;
(II) being identified as an inappropriate candidate by the CSRC and its dispatched offices within the last 12 months;
(III) being administratively punished by the CSRC and its dispatched offices or taking market entry prohibition measures for major violations of laws and regulations in the last 12 months;
(IV) those who are not allowed to serve as directors or senior managers of the company as stipulated in the company law; (V) those who are not allowed to participate in the equity incentive of listed companies according to laws and regulations;
(VI) other circumstances recognized by the CSRC.
11、 The company promises not to provide loans and any other forms of financial assistance for the incentive objects of this restricted stock incentive plan to obtain restricted stocks through this incentive plan, including providing guarantee for their loans.
12、 The company promises that the 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 do not participate in the incentive plan.
13、 The incentive plan is approved by Shandong energy group, reported to the state owned assets supervision and Administration Commission of Shandong Provincial People’s government for the record, and can be implemented only after it is deliberated and approved by the general meeting of shareholders. When the general meeting of shareholders of the company votes on the incentive plan, the independent directors shall solicit the entrusted voting rights from all shareholders for the incentive plan, and the company shall provide online voting while providing on-site voting.
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 in accordance with relevant regulations within 60 days to grant rights and interests to incentive objects for the first time, and complete 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 incentive plan. According to the measures for the administration of equity incentive of listed companies, the period during which rights and interests cannot be granted shall not be counted as 60 days. The granting date of reserved restricted shares shall be separately determined by the board of directors of the company within 12 months after the general meeting of shareholders deliberates and approves the incentive plan. If the incentive object is not specified for more than 12 months, the reserved rights and interests shall become invalid.
15、 The implementation of this incentive plan will not result in the equity distribution not meeting the requirements of listing conditions.
catalogue
Declare that 2 special tips Chapter 1 interpretation Chapter II purpose and principles of this incentive plan Chapter III Management Organization of this incentive plan Chapter IV determination basis and scope of incentive objects Chapter V incentive methods, sources, quantity and distribution of restricted stocks Chapter VI validity period, grant date, ownership arrangement and lock up period of this incentive plan Chapter VII grant price of restricted shares and determination method of grant price Chapter VIII vesting conditions and restrictions of shares Chapter IX implementation procedures of this incentive plan Chapter 10 adjustment methods and procedures of this incentive plan Chapter XI accounting treatment of restricted stocks 31 Chapter XII respective rights and obligations of the company / incentive object 33 Chapter XIII handling of changes in the company / incentive object 35 chapter XIV Supplementary Provisions thirty-eight
Chapter I interpretation
Unless otherwise specified, the following words have the following meanings in this article:
Windsun Science Technology Co.Ltd(688663) , the company and the company refer to Windsun Science Technology Co.Ltd(688663)
This incentive plan refers to Windsun Science Technology Co.Ltd(688663) 2022 restricted stock incentive plan
Restricted stocks and class II restrictions refer to the shares of the company obtained and registered by the incentive objects who meet the grant conditions of the incentive plan after meeting the corresponding attribution conditions
In accordance with the provisions of this incentive plan, directors, senior managers, core technicians and other personnel deemed necessary by the board of directors of the company that obtains restricted shares (including branches and holding subsidiaries, and the incentive object refers to the company)
Grant date refers to the date on which the company grants restricted shares to incentive objects
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
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 of a listed company to register its shares in the account of the incentive object after the restricted stock incentive object meets the benefit conditions
Attribution conditions refer to the benefit conditions that the incentive object set up by the restricted stock incentive plan needs to meet in order 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 refers to the company law of the people’s Republic of China
Securities Law refers to 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 refers to the Listing Rules of Shanghai Stock Exchange’s Sci tech innovation board
The Trial Measures refer to the Trial Measures for the implementation of equity incentive by state-controlled listed companies (domestic)
The self regulatory guide refers to the self regulatory guide for listed companies on the science and Innovation Board No. 4 – disclosure of equity incentive information
The articles of association refers to the Windsun Science Technology Co.Ltd(688663) articles of association
CSRC refers to the China Securities Regulatory Commission
Shandong SASAC refers to the state owned assets supervision and Administration Commission of Shandong Provincial People’s government
Shandong Energy Group Co., Ltd. refers to Shandong energy group
Stock exchange and Shanghai Stock Exchange refer to Shanghai Stock Exchange
China Securities Depository and Clearing Corporation refers to China Securities Depository and Clearing Co., Ltd
