Securities abbreviation: Wuhan Ligong Guangke Co.Ltd(300557) securities code: 300557 Wuhan Ligong Guangke Co.Ltd(300557)
Restricted stock incentive plan for 2021
(Draft)
December, 2001
Statement
The company and all directors and supervisors guarantee that there are no false records, misleading statements or major omissions in the current incentive plan and its summary, and bear individual and joint legal liabilities for its authenticity, accuracy and completeness. hot tip
1. The incentive plan (Draft) (hereinafter referred to as “the plan”) is in accordance with the securities law of the people’s Republic of China, the company law of the people’s Republic of China, the measures for the administration of equity incentive of listed companies, the guide for business handling of companies listed on GEM No. 5 – equity incentive, and the guide for the implementation of equity incentive by listed companies controlled by central enterprises (gzkp [2020] No. 178) Trial Measures for the implementation of equity incentive by state-controlled listed companies (domestic) (Guo Zi FA FA FA Pai [2006] No. 175), notice on issues related to regulating the implementation of equity incentive system by state-controlled listed companies (Guo Zi FA Pai [2008] No. 171) and Wuhan Ligong Guangke Co.Ltd(300557) (hereinafter referred to as “the company” or ” Wuhan Ligong Guangke Co.Ltd(300557) “) the articles of Association And other relevant laws, regulations, rules and normative documents.
2. This equity incentive plan plans to grant 1.67 million restricted shares, accounting for 3% of the company’s total share capital of 5566854 shares when the draft plan is published. 1340000 shares were granted for the first time, accounting for 2.41% of the company’s total share capital of 5566854 shares when the draft plan was published; 330000 shares are reserved, accounting for 0.59% of the company’s total share capital of 5566854 shares when the draft plan is published, and the reserved part accounts for 19.76% of the total equity granted this time.
The total number of underlying shares involved in all equity incentive plans of the company within the validity period does not exceed 10% of the total share capital of the company. The cumulative number of shares of the company granted by any incentive object in the plan through all equity incentive plans within the validity period shall not exceed 1% of the total share capital of the company.
3. The source of restricted shares in the plan is Wuhan Ligong Guangke Co.Ltd(300557) a ordinary shares issued by the company to the incentive object, and the initial grant price of restricted shares is 14.85 yuan / share.
4. The incentive objects granted for the first time include no more than 48 directors (excluding external directors held by persons other than independent directors and controlling shareholders), senior managers and core management, business and technical backbone, accounting for about 11.7% of the total number of registered employees on Wuhan Ligong Guangke Co.Ltd(300557) September 30, 2021.
5. During the period from the date of announcement of the plan to the completion of the restricted stock registration of the incentive object, 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 grant price or number of restricted shares will be adjusted accordingly according to the plan.
6. The validity period of the incentive plan shall be no more than 72 months from the date of completion of the registration of the first grant of restricted shares to the date when all the restricted shares granted to the incentive object are lifted or repurchased and cancelled.
The release period of restricted shares granted for the first time and reserved under the plan and the release schedule of each period are shown in the table below:
Release period release time release proportion
24 from the date of completion of the registration of the grant of restricted shares of the corresponding part
1 / 3 of the restricted shares from the first trading day after the first month of lifting the restriction period to the corresponding part
The last trading day within 36 months from the date of completion of grant registration
End of the day
36 from the date of completion of the registration of the grant of restricted shares of the corresponding part
1 / 3 of the restricted shares from the first trading day of the second month after the lifting of the restriction period to the corresponding part
The last trading day within 48 months from the date of completion of grant registration
End of the day
48 from the date when the registration of the grant of restricted shares of the corresponding part is completed
From the first trading day of the third month after the lifting of the restriction period to 1 / 3 of the restricted shares of the corresponding part
The last trading day within 60 months from the date of completion of grant registration
End of the day
7. The performance conditions for the release of restricted shares granted for the first time and reserved under the plan are as follows:
Performance assessment objectives during the lifting of sales restrictions
Based on 2020, the compound growth rate of net profit in 2022 shall not be less than 45%; In 2022, the first average return on net assets of jiaquanping shall not be less than 2%, and the above indicators shall not be lower than the average level of the same industry or the 75th percentile value of standard enterprises during the period of lifting the restrictions on sales; The improvement value of economic added value (△ EVA) in 2022 is positive.
Based on 2020, the compound growth rate of net profit in 2023 shall not be less than 45%; In 2023, the second average return on net assets of jiaquanping shall not be less than 3%, and the above indicators shall not be lower than the average level of the same industry or the 75th percentile value of standard enterprises during the period of lifting the restrictions on sales; The improvement value of economic added value (△ EVA) in 2023 is positive.
Based on 2020, the compound growth rate of net profit in 2024 shall not be less than 45%; In 2024, the third average return on net assets of jiaquanping shall not be lower than 4%, and the above indicators shall not be lower than the average level of the same industry or the 75th percentile value of standard enterprises during the period of lifting the restrictions on sales; 2024 economic added value improvement value (△ EVA) is positive.
Note:
1) The above indicators refer to the data of the consolidated statements of listed companies. The calculation of the above indicators of “net profit” and “weighted average return on net assets” is based on the net profit attributable to the shareholders of the listed company before the amortization of incentive costs after deducting non recurring profits and losses.
2) In order to ensure comparability, if the company issues securities to raise funds within the validity period of the incentive plan, the impact of the funds raised by issuing securities on net assets will not be considered when calculating the index completion value of return on net assets and economic value added (EVA). The impact of construction in progress will be excluded when calculating the index completion value of economic value added (EVA).
3) In the process of annual assessment, if there are major changes in the main business of the benchmarking enterprise sample or sample values with excessive deviation, the board of directors of the company will eliminate or replace the sample during the year-end assessment.
8. 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:
(1) An audit report with a negative opinion or unable to express an opinion on the financial and accounting report of the most recent fiscal year 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) Equity incentive is not allowed according to laws and regulations;
(5) Other circumstances recognized by the CSRC.
9. The incentive objects participating in the incentive plan do not include the company’s supervisors and independent directors. The incentive objects of the incentive plan do not participate in the equity incentive plans of two or more listed companies, and the shareholders or actual controllers who individually or jointly hold more than 5% of the shares of the company and their spouses, parents and children do not participate in the incentive plan. 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:
(1) Being identified as inappropriate by the stock exchange within the last 12 months;
(2) It has been identified as an inappropriate candidate by the CSRC and its dispatched offices within the last 12 months;
(3) Being administratively punished by the CSRC and its dispatched offices or taking market entry prohibition measures for major violations of laws and regulations within the last 12 months;
(4) Those who are not allowed to serve as directors and senior managers of the company as stipulated in the company law; (5) those who are not allowed to participate in equity incentive of listed companies as stipulated by laws and regulations;
(6) Other circumstances recognized by the CSRC.
10. The funds for the incentive object to subscribe for restricted shares shall be raised by the individual. The company shall not provide loans and other forms of financial assistance for the incentive object to obtain restricted shares according to the current incentive plan, including providing guarantee for its loans.
11. The incentive object promises that if the company does not comply with the arrangement for granting rights and interests or exercising rights and interests due to false records, misleading statements or major omissions in the information disclosure documents, the incentive object shall return all the benefits obtained from the equity incentive plan to the company after the relevant information disclosure documents are confirmed to have false records, misleading statements or major omissions.
12. After the plan is approved by the SASAC of the State Council, Wuhan Ligong Guangke Co.Ltd(300557) the shareholders’ meeting can be convened to review, approve and implement the plan.
13. Within 60 days from the date when the current incentive plan is deliberated and approved by the general meeting of shareholders of the company, the company shall convene the board of directors to grant restricted shares to the incentive objects and complete the announcement and registration. The period during which restricted shares shall not be granted shall not be counted within 60 days.
14. After the implementation of the plan, the equity distribution will not meet the requirements of listing conditions.
Chapter I interpretation Chapter II purpose of incentive plan Chapter III Management Organization and its responsibilities Chapter IV scope and establishment principles of incentive objects Chapter V number and source of incentive instruments and underlying stocks 12 Chapter VI distribution of the plan Chapter VII schedule of the plan Chapter VIII grant date and price of restricted shares Chapter IX conditions for granting incentives and conditions for lifting sales restrictions of the plan Chapter 10 adjustment methods and procedures of restricted stocks Chapter XI implementation, grant and release procedures of restricted stock incentive plan Chapter XII rights and obligations of the company and incentive objects 24 Chapter XIII handling of changes in the company / incentive object Chapter XIV accounting treatment of restricted shares of the plan Chapter 15 principles for repurchase and cancellation of restricted shares Chapter XVI administration, revision and termination of the plan Chapter 17 information disclosure 31 Chapter 18 Supplementary Provisions thirty-two
Chapter I interpretation
Unless otherwise specified, the following words have the following meanings in this article: company, Wuhan Ligong Guangke Co.Ltd(300557) : refers to Wuhan Ligong Guangke Co.Ltd(300557) . Incentive plan This plan refers to the Wuhan Ligong Guangke Co.Ltd(300557) 2021 restricted stock incentive plan (Draft) 。 Restricted stock: refers to a certain number of company shares granted to incentive objects by the company according to the conditions and prices specified in the incentive plan. Such shares are set with a certain period of restricted sale period. The restricted sale and circulation can be lifted only after the conditions for lifting the restricted sale specified in the incentive plan are met. Incentive object: refers to the employees of the company who are qualified to receive a certain number of restricted shares in accordance with the provisions of the incentive plan. Grant date: refers to the date on which the company grants restricted shares to incentive objects. The grant date must be a trading day, which shall be determined by the board of directors of the company in accordance with relevant regulations. Grant price: refers to the price of each restricted stock granted by the company to the incentive object. Term of validity: the period from the date of completion of the registration of the grant of restricted shares to the date of expiration of the restricted stock release period or the date of completion of the repurchase cancellation. Restricted sale period: the period during which the restricted shares granted to the incentive object under the plan are prohibited from being transferred, used for guarantee and debt repayment. Release period: the period during which the restricted shares held by the incentive object can be released and listed for circulation after the release conditions specified in the plan are met. Release date: refers to the date on which the restricted shares held by the incentive object are released after the release conditions specified in the plan are met. Conditions for lifting the restriction on sales: refer to the conditions that must be met for lifting the restriction on sales of restricted shares obtained by incentive objects according to the plan. 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, trial measures: refers to the Trial Measures for the implementation of equity incentive by state-controlled listed companies (within China), administrative measures: refers to the administrative measures for equity incentive of listed companies, business guide: refers to Guidelines for business handling of companies listed on GEM No. 5 – equity incentive articles of association: refers to the Wuhan Ligong Guangke Co.Ltd(300557) articles of association
Assessment measures: refers to the administrative measures for the assessment of the implementation of the Wuhan Ligong Guangke Co.Ltd(300557) 2021 restricted stock incentive plan. SASAC of the State Council: refers to the state owned assets supervision and Administration Commission of the State Council, CSRC: refers to the stock exchange of the China Securities Regulatory Commission: refers to the Shenzhen stock exchange, RMB yuan, RMB yuan and RMB yuan
Chapter II purpose of incentive plan
Article 1 the purpose of this plan is (1) to further improve the corporate governance structure and establish and continuously improve the interest balance mechanism among shareholders, management and executive; （2） Establish a benefit sharing and restraint mechanism among shareholders, the company and employees to bring sustainable returns to shareholders; （3） Fully mobilize the enthusiasm of core employees and support the realization of the company’s strategy and long-term steady development; （4） Attract, retain and motivate excellent managers, core business backbone and core technical backbone employees, advocate the concept of common and sustainable development of the company and employees, and ensure the long-term and stable development of the company.
