Securities abbreviation: Shenzhen Sinexcel Electric Co.Ltd(300693) securities code: Shenzhen Sinexcel Electric Co.Ltd(300693) Shenzhen Sinexcel Electric Co.Ltd(300693)
Restricted stock incentive plan for 2022
(Draft)
Shenzhen Sinexcel Electric Co.Ltd(300693)
March, 2002
Statement
All members of the board of 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 liabilities 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.
I
hot tip
1、 The incentive plan is in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of equity incentive of listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange (revised in 2020), the self regulatory guide for GEM listed companies of Shenzhen Stock Exchange No. 1 – business handling and other relevant laws and regulations Normative documents and Shenzhen Sinexcel Electric Co.Ltd(300693) articles of association.
2、 The incentive tool of the incentive plan is restricted stock (class II restricted stock), and the stock source is Shenzhen Sinexcel Electric Co.Ltd(300693) (hereinafter referred to as “the company” or “the company”) to issue A-share common stock of the company to the incentive object.
After meeting the corresponding attribution conditions, the incentive objects who meet the grant conditions of the incentive plan will obtain the additional A-share common shares issued by the company in batches at the grant price, and these shares will be registered with China Securities Depository and Clearing Co., Ltd. The restricted stock granted to the incentive object does not enjoy the rights of shareholders of the company before it is vested, and the restricted stock shall not be transferred, used for guarantee or debt repayment.
3、 The incentive plan intends to grant restricted shares with a total equity of no more than 4611000 shares to incentive objects, accounting for about 2.25% of the total share capital of the company at the time of announcement of the draft incentive plan. Among them, 4047000 shares were granted for the first time, accounting for 1.97% of the company’s total share capital of 2052755 million shares at the time of announcement of the incentive plan and 87.77% of the total equity granted this time; 564000 shares are reserved, accounting for 0.27% of the company’s total share capital of 2052755 million shares at the time of announcement of the incentive plan, and the reserved part accounts for 12.23% of the total equity granted this time.
As of the announcement of the incentive plan, the cumulative number of subject shares involved in the equity incentive plan within the whole validity period of the company does not exceed 20.00% of the total share capital of the company at the time of announcement of the draft incentive plan. The shares of the company granted by any incentive object through all the equity incentive plans within the validity period, The accumulated amount does not exceed 1.00% of the total share capital of the company at the time of announcement of the draft plan.
4、 The grant price of restricted shares in the incentive plan is 24.81 yuan / share. The grant price of reserved part of restricted shares is the same as that of the first grant of some restricted shares.
From the date of announcement of the draft incentive plan to the date when the incentive object is granted restricted shares, and from the date when the incentive object is granted restricted shares to the date of ownership, 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, dividend distribution, etc., the granting price and quantity of restricted shares will be adjusted accordingly in accordance with the relevant provisions of the incentive plan.
5、 The total number of incentive objects granted by the incentive plan for the first time is 242, accounting for about 20% of the total number of employees of the company
By September 30, 2021, the total number of employees of the company will be 20.12% of 1203, including directors, senior managers, middle managers and core technology (business) backbones in the company at the time of announcement of the draft plan, as well as other personnel that the board of directors deems necessary to be encouraged (excluding independent directors and supervisors). The reserved incentive object shall be determined within 12 months after the incentive plan is considered and approved by the general meeting of shareholders. If the incentive object is not specified for more than 12 months, the reserved rights and interests shall become invalid.
6、 The validity period of this incentive plan shall be no more than 48 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. The restricted shares granted to the incentive object will be vested in several times according to the agreed proportion, and each equity vesting shall be subject to meeting the corresponding vesting conditions. 7、 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 is 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) circumstances where equity incentive is prohibited by laws and regulations;
(V) other circumstances recognized by the CSRC.
8、 The incentive objects participating in the incentive plan do not include the company’s supervisors and independent directors. The incentive object complies 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 the incentive object:
(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) the company is not allowed to be a director or senior manager of the company as stipulated in the company law of the people’s Republic of China;
(V) circumstances in which it is not allowed to participate in the equity incentive of listed companies according to laws and regulations;
(VI) other circumstances recognized by the CSRC.
III
9、 The company promises not to provide loans or any other form of financial assistance for the incentive object to obtain relevant restricted shares in accordance with the incentive plan, including providing guarantee for its loans.
10、 The incentive plan is drafted by the remuneration and assessment committee of the board of directors of the company, submitted to the board of directors of the company for deliberation and approval, and can be implemented only after it is deliberated and approved by the general meeting of shareholders of the company.
11、 After the incentive plan is reviewed and approved by the general meeting of shareholders of the company, the company will convene the board of directors within 60 days according to relevant regulations to grant some incentive objects for the first time, and complete the announcement and other relevant procedures. If the company 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 incentive plan, and the non granted restricted shares shall become invalid.
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.
12、 The implementation of this incentive plan will not result in the company’s equity distribution not meeting the requirements of listing conditions. IV
catalogue
Declare that I
Special tips II
Chapter I interpretation one
Chapter II purpose of implementing incentive plan three
Chapter III Management Organization of this incentive plan four
Chapter IV determination basis and scope of incentive objects five
Chapter V incentive methods, sources, quantity and distribution of restricted stocks 7 Chapter VI validity period, grant date, ownership arrangement and lock up period of the incentive plan. 9
Chapter VII award price and determination method of award price twelve
Chapter VIII vesting and vesting conditions of restricted shares thirteen
Chapter IX implementation procedures of restricted stock incentive plan seventeen
Chapter X adjustment methods and procedures of this incentive plan twenty
Chapter XI accounting treatment of restricted stocks twenty-two
Chapter XIII incentive objects of the company twenty-six
Chapter XIV Supplementary Provisions twenty-nine
Chapter I interpretation
Unless otherwise specified, the following words have the following meanings in this article: Shenzhen Sinexcel Electric Co.Ltd(300693) , the company, the company and Shenzhen Sinexcel Electric Co.Ltd(300693) listed company
This incentive plan refers to Shenzhen Sinexcel Electric Co.Ltd(300693) 2022 restricted stock incentive plan
Restricted stock and the second type of restricted stock refer to the shares of the company obtained and registered in batches after the incentive objects meeting the grant conditions of the incentive plan meet the corresponding vesting conditions
According to the provisions of this incentive plan, the directors and high incentive objects of the company who obtain restricted shares refer to the first-class managers, middle-level managers, core technology (business) backbone and other personnel that the board of directors deems necessary to be encouraged, except independent directors and supervisors
Grant date refers to the date on which the company grants restricted shares to incentive objects
The grant price refers to the price at which the incentive object obtains the company’s shares when the company grants restricted shares to the incentive object
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 that the listed company registers the shares in the account of the incentive object after the incentive object meets the benefit conditions of restricted shares
Vesting conditions refer to the benefit conditions established by the plan, and the incentive object is the benefit conditions required to obtain restricted shares
Vesting date refers to the date on which the authorized shares are registered after the incentive object meets the benefit conditions of restricted shares. 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 Shenzhen Stock Exchange GEM Listing Rules (revised in December 2020)
The self regulatory guide refers to the self regulatory guide for companies listed on the gem of Shenzhen Stock Exchange No. 1 – business handling
The articles of association refers to the Shenzhen Sinexcel Electric Co.Ltd(300693) articles of association
Remuneration Committee refers to the remuneration and assessment committee of the board of directors of the company
CSRC refers to the China Securities Regulatory Commission
Stock exchange refers to Shenzhen Stock Exchange
China Securities Depository and Clearing Corporation refers to Shenzhen Branch of China Securities Depository and Clearing Corporation Limited
Yuan means RMB yuan
Note: 1. The financial data and financial indicators quoted in this plan refer to the financial data in the consolidated statement and the financial indicators calculated based on such financial data unless otherwise specified;
2. If there is any difference in the mantissa between the sum of some total figures and each detailed figure in the plan, it is caused by rounding.
Chapter II purpose of implementing incentive plan
In order to further establish and improve the company’s long-term incentive mechanism, attract and retain excellent talents, fully mobilize the enthusiasm of the company’s core team, effectively combine the interests of shareholders, the company and the personal interests of the core team, and make all parties pay common attention to the long-term development of the company, on the premise of fully protecting the interests of shareholders, according to the principle of equal income and contribution, This incentive plan is formulated in accordance with the company law, securities law, administrative measures, listing rules, self regulatory guidelines and other relevant laws, regulations and normative documents, as well as the provisions of the articles of association.
Chapter III Management Organization of the incentive plan
1、 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 incentive plan. The general meeting of shareholders can
