Measures for the administration of restricted stock incentive plans
general provisions
Article 1 These measures are formulated to implement the company’s restricted stock incentive plan, clarify the management organization of the incentive plan and its responsibilities, implementation procedures, treatment of special circumstances and other contents.
Article 2 in accordance with relevant national laws, administrative regulations, departmental rules and normative documents, these measures are formulated in accordance with the relevant provisions of the articles of association of Aerosun Corporation(600501) (hereinafter referred to as the company) and the restricted stock incentive plan, and in combination with the actual situation of the company, which will take effect after being deliberated and adopted by the general meeting of shareholders of the company.
Article 3 the restricted stock incentive plan is a medium and long-term incentive plan based on the company’s A-share shares and implemented for the company’s directors, senior managers and key employees who have a direct impact on the company’s operating performance and sustainable development. The restricted stock incentive plan shall come into force after being proposed by the company’s remuneration and assessment committee, reviewed by the board of directors, reviewed by the state-owned assets management department and reviewed and approved by the company’s general meeting of shareholders.
Article 4 the board of directors shall conduct strict management in accordance with the principles of standardization according to law and openness and transparency on the basis of the restricted stock incentive plan deliberated and approved by the general meeting of shareholders (if there is any revision, the revised version shall prevail).
Article 5 the management of the restricted stock incentive plan includes the formulation and revision of the restricted stock incentive plan, the qualification examination of incentive objects, the granting, adjustment, lifting of restrictions on the sale of restricted shares and information disclosure.
Chapter II management organization and responsibilities
Article 6 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 company’s restricted stock incentive plan, and authorizing the board of directors to deal with the specific matters of the implementation of the restricted stock incentive plan. The institutions participating in the implementation of the restricted stock incentive plan include the board of directors, the board of supervisors and the remuneration and assessment committee. A working group is set up under the remuneration and assessment committee to be responsible for the specific implementation of the restricted stock incentive plan.
Article 7 the board of directors is the executive and management organization of the restricted stock incentive plan, responsible for reviewing the restricted stock incentive plan formulated by the remuneration and assessment committee, submitting it to the general meeting of shareholders for approval and the external regulatory authority for review, and guiding the working group to handle specific matters related to the restricted stock incentive plan within the scope authorized by the general meeting of shareholders:
(i) Propose to the general meeting of shareholders to change or terminate the restricted stock incentive plan;
（2） When the company has matters such as conversion of capital reserve into share capital, distribution of stock dividends, stock subdivision or reduction, allotment and dividend distribution, the number or grant price of restricted shares shall be adjusted accordingly in accordance with the methods specified in the restricted stock incentive plan;
（3） According to the authorization of the general meeting of shareholders, grant restricted shares to the incentive objects when the company and the incentive objects meet the grant conditions, and handle all matters required for the grant of restricted shares;
（4） Determine the grant date of the company’s restricted stock incentive plan according to the authorization of the general meeting of shareholders;
（5） Review and confirm whether the company and incentive objects meet the conditions for lifting the restrictions on the sale of restricted shares, and handle all matters required for the lifting of the restrictions on the sale of incentive objects;
（6） When there are restricted shares listed in the restricted stock incentive plan that need to be repurchased and cancelled, and the restricted shares of the incentive object have not been lifted, handle all matters necessary for the repurchase and cancellation of this part of restricted shares, including but not limited to the amendment of the articles of association and the change registration of the company’s registered capital;
（7） In accordance with the provisions of the restricted stock incentive plan and the authorization of the general meeting of shareholders, the repurchase quantity or repurchase price of restricted stocks shall be adjusted in case of capital reserve converted into share capital, distribution of stock dividends, stock subdivision, stock reduction, dividend distribution, allotment, etc;
（8） According to the provisions of the restricted stock incentive plan, in case of resignation, retirement, death and other special circumstances of the incentive object, deal with the restricted shares granted to the incentive object but not lifted;
（9） According to the authorization of the general meeting of shareholders and the provisions of the restricted stock incentive plan, eliminate or replace the performance evaluation benchmarking enterprise sample of the restricted stock incentive plan according to the actual situation;
（10） Other necessary management of the restricted stock incentive plan.
Article 8 the independent directors shall be responsible for expressing independent opinions on whether the restricted stock incentive plan is conducive to the sustainable development of the company, whether it damages the interests of the company and all shareholders, and whether the conditions for the granting and exercise of rights and interests of the incentive objects set in the restricted stock incentive plan have been met, Solicit entrusted voting rights from all shareholders on relevant proposals of restricted stock incentive plan.
Article 9 the board of supervisors is the supervisory authority of the restricted stock incentive plan.
(i) Supervise whether the implementation of the restricted stock incentive plan complies with relevant laws, administrative regulations, departmental rules, normative documents and the business rules of the stock exchange, and supervise whether the restricted stock incentive plan is implemented in accordance with the internal procedures;
（2） Verify the list of incentive objects and give opinions;
（3） To express opinions on whether the restricted stock incentive plan is conducive to the sustainable development of the listed company and whether there is any situation that obviously damages the interests of the listed company and all shareholders;
（4） To express opinions on whether the conditions for the granting and exercise of rights and interests of the incentive objects set in the restricted stock incentive plan have been met.
Article 10 responsibilities of the remuneration and assessment committee of the board of directors:
(i) Formulate incentive plans for restricted stocks, assessment management measures, these measures and other relevant supporting systems, and submit them to the board of directors for deliberation;
（2） Lead and organize the subordinate working group to carry out work related to the implementation of restricted stock incentive plan.
Article 11 the remuneration and assessment committee of the board of directors shall set up a working group composed of relevant personnel responsible for human resources management, financial management, securities management, audit and risk management. The responsibilities of the working group are as follows:
(i) Formulate performance evaluation methods for incentive objects, and organize and implement their performance evaluation;
（2） Assist the salary and assessment committee in formulating the specific implementation plan of the plan, including the proposal plan for the list of incentive objects, the number of restricted shares granted, etc;
（3） Organize the incentive objects to sign the restricted stock Grant Agreement (hereinafter referred to as the “grant agreement”), and supervise the incentive objects to perform the restricted stock incentive plan, these measures and the grant agreement Propose to the remuneration and assessment committee of the board of directors the implementation, suspension, lifting of restrictions on the sale or repurchase cancellation of restricted shares granted to incentive objects;
（4） Be responsible for the calculation of relevant financial indicators of the incentive plan, the accounting work involved in the implementation of the incentive plan, and the calculation of the amount of restricted shares to be released according to the provisions of the restricted stock incentive plan; （5） Put forward opinions on the compliance of the restricted stock incentive plan and the implementation of the measures, review the restricted stock incentive plan and the legal documents signed by the company during the formulation and implementation of the measures, and deal with legal problems or legal disputes during the implementation of the restricted stock incentive plan;
（6） Be responsible for the organization and proposal preparation of the board of directors and the general meeting of shareholders during the approval and implementation of the restricted stock incentive plan and these measures;
（7） Be responsible for the examination and filing of restricted stock incentive plans to the state-owned assets management department. Chapter III implementation procedures of incentive plans
Article 12 the remuneration and assessment committee of the board of directors shall be responsible for formulating the restricted stock incentive plan and submitting it to the board of directors for deliberation.
Article 13 the board of directors deliberates and approves the draft restricted stock incentive plan, and the independent directors express independent opinions on whether the restricted stock incentive plan is conducive to the sustainable development of the company and whether it damages the interests of the company and all shareholders. The board of directors shall announce the resolutions of the board of directors, the draft restricted stock incentive plan, the opinions of independent directors and the opinions of the board of supervisors within 2 trading days after reviewing and approving the draft restricted stock incentive plan.
Article 14 the company employs a lawyer to issue a legal opinion on the restricted stock incentive plan.
Article 15 after the announcement of the restricted stock incentive plan, 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, and the publicity period shall not be less than 10 days. The board of supervisors shall review the list of incentive objects 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 for restricted shares.
Article 16 the relevant application materials for the restricted stock incentive plan shall be submitted to the state owned assets management department for examination and approval. Article 17 after the approval of the state-owned assets management department, the company shall issue a notice of convening the general meeting of shareholders and announce the legal opinion at the same time. Independent directors solicit entrusted voting rights from all shareholders on the restricted stock incentive plan, and the company provides online voting when providing on-site voting.
Article 18 when the shareholders’ meeting deliberates the incentive plan for restricted stocks and the plan is approved by more than 2 / 3 of the voting rights held by the shareholders present at the meeting, the shareholders who are intended to be the incentive object or have an associated relationship with the incentive object shall withdraw from voting.
Article 19 within 60 days from the date when the company’s general meeting of shareholders deliberates and approves the equity incentive plan, the company shall convene the board of directors as authorized by the general meeting of shareholders to grant restricted shares to the incentive objects, and complete registration, announcement and other related matters. If it fails to complete the above work within 60 days, it shall disclose the reasons for the failure in time, announce the termination of the implementation of the restricted stock incentive plan, and the unlicensed rights and interests shall become invalid.
Chapter IV grant of restricted shares
Article 20 after the shareholders’ meeting deliberates and approves the incentive plan, the board of directors shall deliberate and announce whether the conditions for granting rights and interests to incentive objects set in the incentive plan have been met. 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 granting rights and interests to incentive objects have been met. The board of supervisors of the company shall verify the granting date of restricted shares and the list of incentive objects and give opinions.
Article 21 after the general meeting of shareholders deliberates and approves the incentive plan, and after the board of directors deliberates the achievement of the conditions for granting rights and interests to the incentive objects set in the incentive plan, the board of directors of the company shall handle specific restricted stock granting matters according to the authorization of the general meeting of shareholders. The company grants restricted shares to the incentive object according to the performance appraisal results, and signs the restricted stock grant agreement with the incentive object to agree on the rights and obligations of both parties.
Article 22 the company shall prepare a restricted stock incentive plan management register, which shall record the name of the incentive object, the securities account, the number of restricted stocks granted, the grant date, the number of restricted stock grant agreement, etc.
Article 23 the company shall complete the procedures related to the grant, payment, registration and announcement of restricted shares within 60 days after the shareholders’ meeting deliberates and approves the incentive plan for restricted shares. After being confirmed by Shanghai Stock Exchange, the registration and settlement company shall handle the registration and settlement matters.
Chapter V release of restricted shares
Article 24 the restricted shares granted by the restricted stock incentive plan shall enter the period of lifting the restrictions on sale after 24 months from the date of completion of registration. The working group shall assist the remuneration and assessment committee to verify that the company meets the conditions for lifting the restrictions on sales temporarily on the day of lifting the restrictions on sales in each period of lifting the restrictions. If the conditions for lifting the restrictions on sales specified in the restricted stock incentive plan are met, the lifting restriction coefficient of each incentive object shall be determined according to the performance evaluation results of the incentive object. The remuneration and assessment committee shall formulate a plan for lifting the sales restriction and submit it to the board of directors for approval.
Article 25 the actual quantity of the incentive object that can be released from the sales restriction within each release period shall be linked to the performance evaluation results of the incentive object in the corresponding assessment year.
Article 26 after the board of Directors approves the plan for lifting the sales restriction, the company shall submit an application for lifting the sales restriction to Shanghai Stock Exchange and registration and Clearing Company.
Chapter VI handling of special circumstances
Article 27 handling of changes in the company
(i) Under any of the following circumstances, the company shall cancel the exercisable rights and interests of the incentive object in the current year and terminate the implementation of the equity incentive plan. The restricted shares granted to the incentive object but not lifted shall be repurchased and cancelled by the company at the lower of the grant price and the market price of the shares in accordance with the relevant provisions of the plan:
1. The financial 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 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. Circumstances where equity incentive is prohibited by laws and regulations;
5. Other circumstances that need to terminate the incentive plan identified by the CSRC.
（2） Under any of the following circumstances, the company shall continue to implement the plan:
1. Change of control of the company;
2. Merger and division of the company.
（3） If the company fails to meet the conditions for granting restricted shares or lifting the restriction arrangement due to false records, misleading statements or major omissions in the information disclosure documents, the restricted shares that have not been lifted shall be repurchased by the company in a unified manner, and the repurchase price shall not be higher than the lower of the grant price and the market price of the shares; if the restricted shares granted to the incentive object have been lifted, all The incentive object shall return the granted rights and interests. If the incentive object who is not responsible for the above matters suffers losses due to the return of rights and interests, it can recover from the company or the responsible object in accordance with the relevant arrangements of the plan.
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 plan.
（4） If the company fails to meet the set performance unlocking conditions or personal assessment, resulting in the failure of all or part of the restricted shares of the incentive object to lift the restriction in the current period, the restriction shall not be lifted or deferred to the next period. The company shall repurchase and cancel the restricted shares according to the lower of the grant price and the market price of the shares.
Article 28 handling of changes in personal conditions of incentive objects
(i) If the incentive object has a job change, but still works in the company or in a subsidiary of the company and dispatched by the company, and still meets the incentive conditions, the restricted shares granted to him shall be in full accordance with the procedures specified in the plan before the job change; If the incentive object does not meet the incentive requirements due to job change or position change
