Windsun Science Technology Co.Ltd(688663)
Measures for the administration of restricted stock incentive plan in 2022
In order to implement the relevant provisions of Windsun Science Technology Co.Ltd(688663) (hereinafter referred to as the “company”) 2022 restricted stock incentive plan (hereinafter referred to as the “incentive plan”) and the guidelines for the implementation of equity incentive by listed companies controlled by central enterprises (hereinafter referred to as the “guidelines”), clarify the management organization of the incentive plan and its responsibilities and authorities, implementation process, special circumstances These management measures are formulated for information disclosure, financial accounting and tax treatment, supervision and management, etc.
1、 Management organization and its responsibilities and authorities
The remuneration and assessment committee of the board of directors of the company is responsible for formulating the draft incentive plan. After the draft is reviewed and approved by the board of directors, the board of supervisors verifies the list of incentive objects, and after it is approved by Shandong Energy Group Co., Ltd., filed with Shandong SASAC and adopted by the resolution of the general meeting of shareholders of the company, the board of directors is specifically responsible for the assessment and implementation of the equity incentive plan of the company, The remuneration and assessment committee of the board of directors is responsible for the assessment of relevant remuneration and performance under the guidance of the board of directors.
2、 Implementation procedure
(I) effective procedures of restricted shares
1. The remuneration and assessment committee of the board of directors of the company is responsible for preparing the draft and summary of the incentive plan.
2. The board of directors of the company shall make a resolution on the incentive plan according to law. When the board of directors reviews the incentive plan, the directors who are the incentive object or have an associated relationship with them shall withdraw from voting.
3. The independent directors and the board of supervisors 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.
4. The company employs an independent financial consultant to express professional opinions on the feasibility of the incentive plan, whether it is conducive to the sustainable development of the company, whether it damages the interests of the company and the impact on the interests of shareholders. The lawyer hired by the company shall issue a legal opinion on the incentive plan.
5. The incentive plan can be implemented only after it is approved by Shandong Energy Group Co., Ltd. and filed by Shandong SASAC, and approved by the general meeting of shareholders of the company. The company shall publicize the names and positions of the incentive objects within the company through the company’s website or other channels before the general meeting of shareholders (the publicity period shall not be less than 10 days). The board of supervisors shall review the list of equity incentives and fully listen to the public opinions. The company shall disclose the explanation of the board of supervisors on the review and publicity of the incentive list five days before the shareholders’ meeting deliberates the incentive plan.
6. The company conducts a self-examination on the trading of the company’s shares by insiders within 6 months before the announcement of the draft equity incentive plan to explain whether there is insider trading.
7. The incentive plan was approved by Shandong Energy Group Co., Ltd. and filed with Shandong SASAC.
8. Before the shareholders’ meeting is held to consider the equity incentive plan, the independent directors solicit the entrusted voting rights from all shareholders on the relevant proposals of the incentive plan.
9. The general meeting of shareholders shall vote on the contents of the equity incentive plan specified in Article 9 of the management measures, and shall separately count and disclose the votes of other shareholders except the directors, supervisors, senior managers and shareholders who individually or jointly hold more than 5% of the shares of the company through the approval of more than 2 / 3 of the voting rights held by the shareholders attending the meeting.
When the general meeting of shareholders of the company deliberates the equity incentive plan, the shareholders who are the incentive object or have an associated relationship with the incentive object shall avoid voting.
10. When the incentive plan is reviewed and approved by the general meeting of shareholders of the company and meets the grant conditions specified in the incentive plan, the company will grant restricted shares to the incentive object within the specified time. After being authorized by the general meeting of shareholders, the board of directors shall be responsible for the grant and ownership (Registration) of restricted shares.
(II) procedures for granting restricted shares
1. Within 60 days from the date when the general meeting of shareholders of the company deliberates and approves the incentive plan and the grant conditions are met, the company will convene a meeting of the board of directors to review whether the conditions for the granted rights and interests of the incentive objects set in the incentive plan are met and determine the grant date, and the independent directors will express clear opinions. The board of supervisors shall verify the granting date of restricted shares and the list of incentive objects and give opinions.
2. The company employs a lawyer to issue legal opinions on whether the conditions for the incentive object to be granted rights and interests have been met. The independent financial adviser shall give clear opinions at the same time.
3. The company and the incentive object sign the restricted stock grant agreement to stipulate the rights and obligations of both parties.
4. The company shall prepare a restricted stock plan management register according to the signing agreement and subscription of the incentive object, recording the name of the incentive object, the number of grants, the date of grant, the number of restricted stock grant agreement, etc. 5. After the incentive plan is deliberated and approved by the general meeting of shareholders, the company shall grant restricted shares to incentive objects and complete the announcement within 60 days. If the company fails to complete the grant announcement within 60 days, the implementation of the incentive plan shall be terminated, and the board of directors shall disclose the reasons for the failure in time and shall not review the equity incentive plan again within 3 months (according to the administrative measures and relevant laws and regulations, the period during which a listed company shall not grant restricted shares shall not be counted within 60 days). The reserved part shall be granted within 12 months after the equity incentive plan is reviewed and approved by the general meeting of shareholders of the company.
(III) vesting procedure of restricted shares
1. Before attribution, the company shall confirm whether the incentive object meets the attribution conditions. The board of directors shall review whether the attribution conditions set in the incentive plan have been achieved, and the independent directors and the board of supervisors shall express clear opinions at the same time. Law firms shall issue legal opinions on whether the conditions for the ownership of incentive objects have been met.
2. For incentive objects that meet the vesting conditions, the funds for subscribing restricted shares shall be paid to the account designated by the company according to the requirements of the company and verified and confirmed by certified public accountants. If the funds are not paid within the time limit, it shall be deemed that the incentive objects give up subscribing for the granted restricted shares. The company shall submit an application to the stock exchange in a unified manner. After being confirmed by the stock exchange, the securities registration and settlement institution shall handle the ownership of shares. For incentive objects that fail to meet the conditions, when the restricted shares corresponding to the batch are cancelled and invalid. The company shall timely disclose the announcement of relevant implementation.
3. The incentive object may transfer the vested restricted shares, but the transfer of shares held by the company’s directors and senior managers shall comply with the provisions of relevant laws, administrative regulations and normative documents.
3、 Special case handling
(I) handling of changes in the company
1. Under any of the following circumstances, the incentive plan will be terminated, and the restricted shares granted to the incentive object but not yet vested will be cancelled and invalid:
(1) The financial and accounting 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;
(2) The internal control of the financial report of the latest 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) Circumstances where equity incentive is prohibited by laws and regulations;
(5) Other circumstances that the CSRC deems necessary to terminate the incentive plan.
2. The incentive plan will not be changed under any of the following circumstances:
(1) Change of control of the company;
(2) The company is merged or divided.
3. If the company fails to meet the conditions for the grant or attribution of restricted shares due to false records, misleading statements or major omissions in the information disclosure documents, the restricted shares granted to the incentive object but not yet vested shall not be vested and shall become invalid; If the restricted shares granted to the incentive object have been vested, the incentive object shall return its granted rights and interests. The board of directors shall recover the income of the incentive object in accordance with the provisions of the preceding paragraph. If the incentive object is not responsible for the above matters and suffers losses due to the return of rights and interests, the incentive object can recover from the company or the responsible object.
The board of directors shall recover the income of the incentive object in accordance with the provisions of the preceding paragraph and the relevant arrangements of the incentive plan. (II) changes in personal conditions of incentive objects
1. If the incentive object has a job change but still works in the company, or in a subsidiary or holding subsidiary of the company, the restricted shares granted to him shall be carried out in full accordance with the procedures specified in the incentive plan before the job change; However, if the incentive object changes his position due to incompetence, violation of law, violation of professional ethics, disclosure of company secrets, dereliction of duty or dereliction of duty and other acts that damage the interests or reputation of the company, or the company terminates the labor relationship with the incentive object due to the above reasons, the restricted shares granted to the incentive object but not yet vested shall not be vested, and shall be invalid.
2. When the incentive object dissolves or terminates the labor relationship with the enterprise due to objective reasons such as dismissal, retirement, death and loss of civil capacity, if the restricted shares granted meet the vesting conditions in the current year, the vesting part can be attributed within half a year from the date of resignation (or feasible exercise), and the rights and interests will become invalid after half a year; If the conditions for attribution are not met in the current year, in principle, it will not be attributed and will be invalid.
3. When the incentive object becomes an independent director, supervisor or other person who cannot hold the company’s restricted shares, all the non vested restricted shares will no longer belong and become invalid.
4. If the incentive object resigns, the labor contract expires without renewal, or the labor relationship is terminated for personal reasons, the restricted shares granted to the incentive object but not yet vested shall not be vested from the date of occurrence, and shall be invalid.
5. In case of any of the following circumstances, the company may require the incentive object to return the income brought by the incentive plan. The restricted shares granted but not yet vested shall not be vested and shall be invalid:
(1) Economic responsibility audit and other results show that they fail to perform their duties effectively or seriously neglect or derelict their duties;
(2) Violating the relevant laws and regulations of the state and the articles of association of listed companies;
(3) Being dismissed due to violation of the company’s rules and regulations, violation of the company’s employee reward and punishment management and other relevant regulations, or serious violation of discipline;
(4) During the term of office, the incentive object has committed illegal and disciplinary acts such as taking bribes, asking for bribes, embezzlement and theft, divulging the business and technical secrets of the listed company, implementing related party transactions, damaging the interests and reputation of the listed company and having a significant negative impact on the image of the listed company, resulting in losses to the listed company.
6. Under the following circumstances, the restricted shares granted to the incentive object but not yet vested shall not be vested and shall be invalid from the date of occurrence:
(1) Being identified as an inappropriate candidate by the stock exchange within the last 12 months;
(2) In the last 12 months, it has been identified as an inappropriate candidate by the CSRC and its dispatched offices;
(3) 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;
(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 the equity incentive of listed companies according to laws and regulations;
(6) Other circumstances recognized by the CSRC.
7. The board of directors of the company shall determine other circumstances not specified in the incentive plan and determine their treatment methods. (III) the performance appraisal is not reached
If the company fails to meet the set performance appraisal objectives, all the restricted shares of all incentive objects corresponding to the appraisal plan in the current year will be cancelled and invalid. Only when the corresponding annual assessment result of the incentive object is “B” or above, can it be qualified to belong to the restricted shares of the current period. The number of restricted shares that the incentive object actually belongs to in the current year = the number of restricted shares that the individual plans to belong to in the current year × Personal ownership ratio. If the restricted shares that the incentive object plans to belong to in the current period cannot be attributed or cannot be fully attributed due to assessment reasons, they will be invalid and cannot be deferred to future years.
4、 Information disclosure
The company strictly performs the obligation of information disclosure in accordance with the relevant requirements of other relevant laws, administrative regulations and normative documents, including but not limited to the timely disclosure of the draft incentive plan Resolutions of the board of directors, legal opinions, opinions of independent directors, resolutions of the general meeting of shareholders, specific granting of rights and interests, assessment and management measures for the implementation of the equity incentive plan, management measures for the equity incentive plan and the specific implementation disclosed in each annual report.
5、 Financial accounting and tax treatment
(I) accounting treatment method of equity incentive plan
With reference to the application cases of share based payment standards – granting of restricted stocks issued by the accounting department of the Ministry of finance of the people’s Republic of China, the measurement of share based payment expenses for class II restricted stocks shall be implemented with reference to stock options. In accordance with the provisions of accounting standards for Business Enterprises No. 11 – share based payment and accounting standards for Business Enterprises No. 22 – recognition and measurement of financial instruments, the company will revise the estimated number of attributable restricted shares on each balance sheet date between the grant date and the vesting date according to the latest changes in the number of attributable shares, the completion of performance indicators and other follow-up information, The services obtained in the current period shall be included in relevant costs or expenses and capital reserve according to the fair value on the date of grant of restricted shares.
According to the relevant provisions of the accounting standards for Business Enterprises No. 11 – share based payment and the accounting standards for Business Enterprises No. 22 – recognition and measurement of financial instruments, the company chooses the Black Scholes model to calculate the fair value of class II restricted stocks.
The company has the right to withhold and remit the individual income tax payable by the incentive object in accordance with the provisions of national tax laws and regulations. (II) tax treatment
The incentive object shall pay individual income tax and other taxes according to the national tax laws and regulations for the income obtained from the incentive plan. The company withholds and remits the individual income tax and other taxes payable by the incentive object in accordance with the provisions of national tax laws and regulations.
6、 Supplementary Provisions
1. The board of directors is responsible for formulating, interpreting and revising these measures.
2. The measures shall be implemented after the equity incentive plan takes effect after being reviewed and approved by the superior examination and approval department and approved by the general meeting of shareholders of the company.
Windsun Science Technology Co.Ltd(688663) board of directors March 7, 2022
