Securities code: Windsun Science Technology Co.Ltd(688663) securities abbreviation: Windsun Science Technology Co.Ltd(688663) Announcement No.: 2022008 Windsun Science Technology Co.Ltd(688663)
2022 restricted stock incentive plan (Draft) summary announcement
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 individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Important content tips:
Equity incentive method: restricted stock (class II restricted stock)
Source of shares: the company’s RMB A-share ordinary shares issued to the incentive objects
Total equity of equity incentive and total number of underlying shares involved: the number of restricted shares to be granted to incentive objects in Windsun Science Technology Co.Ltd(688663) 2022 restricted stock incentive plan (Draft) (hereinafter referred to as “the incentive plan”) is 2475000 shares, accounting for about 1.77% of the total share capital of the company at the time of announcement of the draft incentive plan, Among them, 2375000 restricted shares were 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 total capital stock of the company at the time of announcement of the draft incentive plan, and 100000 restricted shares were reserved, accounting for 4.04% of the total equity to be granted in the incentive plan, Accounting for 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.
1、 Purpose of equity incentive plan
In order to further establish and improve the company’s long-term incentive and restraint mechanism, attract and retain excellent talents, fully mobilize the enthusiasm of the company’s directors, senior managers, core managers and core technical (business) personnel, effectively combine the interests of shareholders, the company and the core team, and make all parties pay common attention to the long-term development of the company, Ensure the realization of the company’s development strategy and business objectives. On the premise of fully protecting the interests of shareholders, in accordance with the principle of equal income and contribution, and in accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”) and the Securities Law of the people’s Republic of China (hereinafter referred to as the “Securities Law”) The measures for the administration of equity incentive of listed companies (hereinafter referred to as the “administrative measures”), the rules for the listing of shares on the science and Innovation Board of Shanghai Stock Exchange (hereinafter referred to as the “Listing Rules”), the self regulatory guide for listed companies on the science and innovation board No. 4 – disclosure of equity incentive information (hereinafter referred to as the “self regulatory guide”) Trial Measures for the implementation of equity incentive by state-controlled listed companies (domestic) (Guo Zi FA FA FA Pai [2006] No. 175, hereinafter referred to as “No. 175” or “Trial Measures”), Circular on issues related to regulating the implementation of equity incentive system by state-controlled listed companies (Guo Zi FA Pai [2008] No. 171, hereinafter referred to as “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, hereinafter referred to as “No. 102 document”), guidelines for the implementation of equity incentive work by listed companies controlled by central enterprises (Guo Zi Kao Fen [2020] No. 178), and other relevant laws The incentive plan is formulated in accordance with the provisions of administrative regulations, normative documents and Windsun Science Technology Co.Ltd(688663) articles of Association (hereinafter referred to as the “articles of association”) and in combination with the current salary system, performance appraisal system and other management systems of the company.
2、 Equity incentive method and source of underlying stock
(I) equity incentive method
The incentive tool adopted by the incentive plan is restricted stock (class II restricted stock), that is, the incentive objects who meet the grant conditions of the incentive plan will obtain the additional A-share common stock issued by the company in batches at the grant price within the vesting period after meeting the corresponding vesting conditions and vesting arrangements, These shares will be registered in China Securities Depository and Clearing Co., Ltd. Shanghai Branch. 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.
(II) source of underlying stock
The stock source is the company’s RMB A-share common stock issued by the company to the incentive object.
3、 Number of rights and interests to be granted under the equity incentive plan
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 restricted shares are granted for the first time, accounting for 95.96% of the total equity to be granted in the incentive plan and about 1.70% of the total capital stock of the company at the time of announcement of the draft incentive plan, 100000 restricted shares are reserved, accounting for 4.04% of the total equity to be granted in the incentive plan and about 0.07% of the total capital stock of the company at the time of announcement of the draft incentive plan. The reserved rights and interests of this incentive plan do not exceed 20.00% of the total rights and interests to be granted this time. The total number of underlying shares involved in the equity incentive plan of the company within 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.
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, 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 number of incentive objects and the scope of their respective incentives
(I) basis for determining incentive objects
1. Legal basis for determining incentive objects
The incentive objects of the incentive plan are determined in accordance with the company law, securities law, trial measures, administrative measures, listing rules, self regulatory guidelines and other relevant laws, administrative regulations, normative documents and the articles of association, and in combination with the actual situation of the company.
2. Job basis for determining incentive objects
The incentive objects involved in the first grant of this incentive plan are directors, senior managers, core technicians and other personnel that the board of directors deems necessary to be encouraged of the company (including branches and holding subsidiaries, the same below), excluding external directors (including independent directors), supervisors, shareholders or actual controllers holding more than 5% of shares alone or in total, their spouses, parents and children.
(II) total number and proportion of incentive objects
The total number of incentive objects involved in the first grant of the incentive plan is no more than 59, accounting for about 10.30% of the total 573 employees of the company (as of December 31, 2021).
include:
1. Directors and senior managers of the company;
2. Core technical personnel;
3. Other personnel deemed necessary by the board of directors.
Among the above incentive objects, directors and senior managers must be elected by the general meeting of shareholders or appointed by the board of directors of the company. All incentive objects must have employment or labor relations with the company (including branches and holding subsidiaries) when the company grants restricted shares and within the assessment period specified in the incentive plan. The incentive objects involved in this incentive plan shall not be unable to participate in the equity incentive plan of listed companies as stipulated in relevant laws, administrative regulations and normative documents.
The incentive object of the reserved grant part shall be determined within 12 months after the incentive plan is considered and approved by the general meeting of shareholders. After the proposal of the board of directors, the explicit opinions of the independent directors and the board of supervisors, the professional opinions of lawyers and the legal opinions are issued, the company shall accurately disclose the relevant information of the incentive object on the designated website in time as required. If the incentive object is not specified for more than 12 months, the reserved rights and interests shall become invalid. The criteria for determining the reserved incentive object shall be determined with reference to the criteria for the first award. (III) distribution of restricted shares granted to incentive objects
Proportion of the granted restrictions to the total number of shares granted restrictions to the total number of shares of the incentive plan serial number, name, nationality and position shares to the total share capital (10000 shares) at the time of announcement
1、 Directors, senior managers and core technicians
1 Hu Shunquan, general manager of China and core technology 13.0 5.25% 0.09%
personnel
2 Hou Lei, director and chief financial officer of China, 10.0% 4.04% 0.07%
Secretary of the board of directors
3 Qin Xiansheng, deputy general manager of China 10.0 4.04% 0.07%
4 Wang Chuanyu, director and deputy general manager of China 10.04% 0.07%
5 Yin Pengfei, chief engineer of China, core technology 10.0 4.04% 0.07%
Operator
6 Ma Yunsheng, deputy general manager of China 10.0 4.04% 0.07%
7 he Zhaocheng, deputy general manager of China 10.0 4.04% 0.07%
8 Guo Shaoming Chinese core technicians 5.5 2.22% 0.04%
9 Ren qiguang China’s core technicians 4.5 1.82% 0.03%
10 Chinese core technicians of Sinology 4.5 1.82% 0.03%
Subtotal (10 persons) 87.5 35.35% 0.63%
2、 Other incentive objects
Other personnel that the board of directors deems necessary to be encouraged (49 persons) 150.0 60.61% 1.07%
The total number of restricted shares granted for the first time was 237.5, 95.96% and 1.70%
3、 Reserved part 10.0 4.04% 0.07%
Total 247.5 100.00% 1.77%
Note: 1. The shares of the company granted by any of the above incentive objects through all effective equity incentive plans 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. The total number of subject shares involved in all effective incentive plans of the company shall not exceed 20.00% of the total share capital of the company when the incentive plan is submitted to the general meeting of shareholders for deliberation.
The incentive objects of the incentive plan do not participate in the equity incentive plans of two or more listed companies at the same time. The incentive objects do not include independent directors, supervisors, shareholders or actual controllers who individually or jointly hold more than 5% of the shares of the company and their spouses, parents and children. The incentive object of the reserved grant part will be determined within 12 months after the incentive plan is considered and approved by the general meeting of shareholders. After the proposal of the board of directors, the explicit opinions of the independent directors and the board of supervisors, the professional opinions of lawyers and the legal opinions are issued, the company will timely and accurately disclose the relevant information of the incentive object on the designated website as required. If the incentive object is not specified for more than 12 months, the reserved rights and interests shall become invalid. The criteria for determining the reserved incentive object shall be determined with reference to the criteria for the first award.
4. The equity grant value of directors and senior managers shall be determined at no more than 40% of the total salary level (including the equity grant value) at the time of grant, and the equity grant value of other incentive objects shall be reasonably determined by the board of directors of listed companies. In case of adjustment of relevant policies during the validity of the incentive plan, the board of directors may amend this clause according to the adjustment specified by relevant institutions.
5. The difference between the sum and the rounding ratio is directly caused by the rounding of the sum.
(IV) verification of incentive objects
1. After the incentive plan is reviewed and approved by the board of directors of the company, the company will publicize the names and positions of incentive objects internally through the company’s website or other channels for a period of no less than 10 days.
2. The board of supervisors of the company will review the list of incentive objects, fully listen to the publicity opinions, and disclose the explanation of the board of supervisors on the review and publicity of the list of incentive objects five days before the general meeting of shareholders of the company deliberates the incentive plan. The list of incentive objects adjusted by the board of directors of the company shall also be verified by the board of supervisors of the company.
(V) during the implementation of the equity incentive plan, if the incentive object is not allowed to become the incentive object as stipulated in the management measures and the incentive plan, the incentive object shall not be granted restricted shares. The restricted shares granted but not yet vested shall be cancelled and invalid.
5、 Relevant schedule of this incentive plan
