Securities abbreviation: Shenzhen New Land Tool Planning &Architectural Design Co.Ltd(300778) securities code: Shenzhen New Land Tool Planning &Architectural Design Co.Ltd(300778)
Bond abbreviation: Urban convertible bond bond Code: 123136
Shenzhen New Land Tool Planning &Architectural Design Co.Ltd(300778)
Summary of restricted stock incentive plan (Draft) in 2022
March, 2002
statement
The company and all members of the board of directors and the board of supervisors guarantee that the incentive plan and its summary are true, accurate and complete without false records, misleading statements or major omissions.
hot tip
I The Shenzhen New Land Tool Planning &Architectural Design Co.Ltd(300778) 2022 restricted stock incentive plan (Draft) (hereinafter referred to as “the incentive plan”) is prepared by Shenzhen New Land Tool Planning &Architectural Design Co.Ltd(300778) (hereinafter referred to as ” Shenzhen New Land Tool Planning &Architectural Design Co.Ltd(300778) ,” the company “or” the company “) in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China and the Listing Rules of GEM stocks of Shenzhen Stock Exchange The measures for the administration of equity incentives of listed companies, the guidelines for self-discipline supervision of companies listed on the gem of Shenzhen Stock Exchange No. 1 – business handling, and other relevant laws, administrative regulations, normative documents, as well as the articles of association and other relevant provisions were formulated.
2、 The incentive form adopted in this incentive plan is restricted stock (class I restricted stock and class II restricted stock). The stock source is the company’s RMB A-share common stock issued by the company to the incentive object. The restricted shares granted to the incentive object under this incentive plan shall not be transferred, used for guarantee or debt repayment before the restriction / ownership is lifted.
The class I restricted shares granted to the incentive objects that meet the conditions for the grant of this incentive plan will enjoy the due rights of their shares after being registered and transferred by China Securities Depository and Clearing Co., Ltd. Shenzhen Branch, including but not limited to the dividend rights, allotment rights, voting rights, etc.
After meeting the corresponding vesting conditions and vesting arrangements, the class II restricted shares granted to the incentive objects who meet the vesting conditions of the incentive plan will obtain the company’s A-share common shares at the vesting price during the vesting period. These shares will enjoy the due rights of their shares after registration and transfer in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd, Including but not limited to the dividend rights, allotment rights and voting rights of such shares; The second type of restricted shares granted to incentive objects do not enjoy the rights of shareholders of the company before they are vested.
3、 The number of restricted shares to be granted to the incentive objects in the incentive plan is 3.75 million shares, accounting for about 3.00% of the total share capital of the company of 125 million shares on the announcement date of the draft incentive plan. Among them, the total number of restricted shares granted for the first time is 3.269 million shares, accounting for about 2.62% of the company’s total share capital of 125 million shares on the announcement date of the draft incentive plan and 87.17% of the total rights and interests to be granted under the incentive plan; 481000 shares are reserved, accounting for about 0.38% of the company’s total share capital of 125 million shares on the announcement date of the draft incentive plan and 12.83% of the total rights and interests to be granted in the incentive plan. The details are as follows:
(I) class I restricted stock
The incentive plan plans to grant 1125000 class I restricted shares, accounting for about 0.90% of the total share capital of the company on the announcement date of the draft incentive plan. Among them, 980700 class I restricted shares were granted for the first time, accounting for about 0.78% of the total share capital of the company on the announcement date of the draft incentive plan and 87.17% of the total number of class I restricted shares to be granted in the incentive plan; The class I restricted shares reserved for grant are 144300 shares, accounting for about 0.12% of the total share capital of the company on the announcement date of the draft incentive plan and 12.83% of the total number of class I restricted shares to be granted in the incentive plan.
(II) class II restricted stock
The incentive plan plans to grant 2.625 million class II restricted shares, accounting for about 2.10% of the total share capital of the company on the announcement date of the draft incentive plan. Among them, 2288300 class II restricted shares were granted for the first time, accounting for about 1.83% of the total share capital of the company on the announcement date of the draft incentive plan and 87.17% of the total number of class II restricted shares granted by the incentive plan; The class II restricted shares reserved for grant are 336700 shares, accounting for about 0.27% of the total share capital of the company on the announcement date of the draft incentive plan and 12.83% of the total number of class II restricted shares granted by the incentive plan.
As of the announcement date of the draft incentive plan, the total number of subject shares involved in the equity incentive plan within the whole validity period of the company has not exceeded 20.00% of the total share capital of the company. The cumulative number of shares of the company granted by any incentive object in the incentive plan through the equity incentive plan within the whole validity period does not exceed 1.00% of the total share capital of the company.
4、 A total of 121 incentive objects are granted for the first time in this incentive plan, including senior managers, core technical / business personnel and other core backbones who worked in the company when the company announced this incentive plan. Excluding Shenzhen New Land Tool Planning &Architectural Design Co.Ltd(300778) independent directors, supervisors, foreign employees, shareholders or actual controllers who individually or jointly hold more than 5% of the company’s shares and their spouses, parents and children.
Reserved incentive objects refer to the incentive objects that have not been determined when the plan is approved by the general meeting of shareholders but are included in the incentive plan during the duration of the plan, which shall be determined within 12 months after the plan is considered and approved by the general meeting of shareholders. The criteria for determining the reserved incentive object shall be determined with reference to the criteria for the first award.
5、 The grant price of the first class of restricted shares granted for the first time in the incentive plan is 10.59 yuan / share, and the grant price of the reserved part of the first class of restricted shares is the same as that of the first class of restricted shares granted for the first time; The grant price of class II restricted shares granted for the first time is 10.59 yuan / share, and the grant price of reserved part of class II restricted shares is the same as that of class II restricted shares granted for the first time.
From the date of the announcement of this incentive plan to the completion of the registration of the class I restricted shares granted to the incentive object or the vesting registration of the class II restricted shares granted to the incentive object, if the company has matters such as the conversion of capital reserve into share capital, the distribution of stock dividends, dividends, share subdivision or reduction, and share allotment, The grant price and / or quantity of restricted shares will be adjusted accordingly in accordance with this incentive plan.
6、 The validity period of class I restricted shares of the incentive plan is from the date of granting restricted shares to the date when all the restricted shares granted to the incentive object are lifted or repurchased and cancelled, and the longest period shall not exceed 60 months; The validity period of class II restricted shares in the incentive plan is from the date of granting restricted shares to the date when all the restricted shares granted to the incentive object are vested or invalid, and the maximum period is no more than 60 months.
7、 The restrictions on the sale of class I restricted shares granted by the incentive plan shall be lifted in three phases after 12 months from the date of grant, and the proportion of lifting the restrictions in each phase shall be 40%, 30% and 30% respectively; If the reserved class I restricted shares are granted before October 31, 2022 (inclusive), the sales restrictions of the reserved class I restricted shares will be lifted in three phases after 12 months from the date of grant, and the proportion of lifting the restrictions in each phase will be 40%, 30% and 30% respectively; If the reserved class I restricted shares are granted after October 31, 2022 (excluding), the sales restrictions of the reserved class I restricted shares will be lifted in two phases after 12 months from the date of grant, and the proportion of lifting the restrictions in each phase will be 50% and 50% respectively.
The class II restricted shares granted for the first time in the incentive plan shall be vested in three phases after 12 months from the date of grant, and the proportion of each phase shall be 40%, 30% and 30% respectively; If the reserved class II restricted shares are granted before October 31, 2022 (inclusive), the reserved class II restricted shares will be vested in three phases after 12 months from the date of grant, and the proportion of each phase will be 40%, 30% and 30% respectively; Reserved class II restricted shares if
If granted after October 31, 2022 (excluding), the reserved class II restricted shares will be vested in two phases after 12 months from the date of grant, and the proportion of each phase will be 50% and 50% respectively.
The lifting of restrictions on the sale of class I restricted shares granted and the performance evaluation objectives are shown in the table below:
Performance evaluation objective of lifting the sales restriction arrangement
The first release period of the first type of sales restriction granted for the first time is based on the operating income in 2021, and the growth rate of restricted shares and growth in operating income in 2022 shall not be less than 15%
On October 31, 2022, the second sales restriction lifting period is based on the operating income in 2021, and the reserved length rate granted before the increase (including) of operating income in 2023 shall not be less than 30%
The third period of lifting the restrictions on the sale of class I restricted stocks is based on the operating income in 2021, and the growth rate of operating income in 2024 is not less than 50%
In the first period of lifting the restriction on sales on October 31, 2022, the operating income in 2021 is taken as the base, and the granted growth rate after the increase of operating income in 2023 (excluding) is not less than 30%
Reserve the second period for lifting the restrictions of the first type of restrictions, based on the operating income in 2021, and the growth rate of operating income in 2024 shall not be less than 50%
The ownership arrangement and performance evaluation objectives of the second type of restricted shares granted are shown in the table below:
Ownership arrangement performance assessment objectives
The first vesting period of the second category limit granted for the first time is based on the operating income in 2021. The operating income system stocks in 2022 and the growth rate in 2022 shall not be less than 15%
The second vesting period granted before October 31 (inclusive) is based on the operating income in 2021, and the growth rate of the reserved category II limit of the operating income in 2023 is not less than 30%
In the third vesting period, the operating income in 2021 is taken as the base, and the growth rate of operating income in 2024 is not less than 50%
In the first vesting period on October 31, 2022, based on the operating income in 2021, the pre growth rate granted after the operating income (excluding) in 2023 shall not be less than 30%
The second vesting period of the second category of restricted stocks is based on the operating income in 2021, and the growth rate of operating income in 2024 is not less than 50%
Note: the above “operating income” refers to the total operating income of the audited consolidated financial statements of the listed company.
8、 The company does not have the following circumstances under which equity incentive shall not be implemented as stipulated in the administrative measures for 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 has been 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) equity incentive is prohibited by laws and regulations;
(V) other circumstances recognized by the CSRC.
9、 The incentive objects of this incentive plan do not have the following circumstances that may not be incentive objects as stipulated in the administrative measures for equity incentive of listed companies:
(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) those who are not allowed to serve as directors or senior managers of the company as stipulated in the company law;
(V) those who are not allowed to participate in the equity incentive of listed companies according to laws and regulations;
(VI) other circumstances recognized by the CSRC.
10、 Shenzhen New Land Tool Planning &Architectural Design Co.Ltd(300778) commitment: the company will not provide loans or any other forms of financial assistance for the incentive objects of this restricted stock incentive plan to obtain restricted stocks through this plan, including providing guarantee for their loans. 11、 Shenzhen New Land Tool Planning &Architectural Design Co.Ltd(300778) commitment: there are no false records, misleading statements or major omissions in the information disclosure documents related to the incentive plan.
12、 The incentive object of this incentive plan promises that if the company does not comply with the arrangement of granting rights and interests or ownership of rights and interests due to false records, misleading statements or major omissions in the information disclosure documents, the incentive object shall, after the relevant information disclosure documents are confirmed to have false records, misleading statements or major omissions, Return all benefits obtained from this incentive plan to the company.
13、 The incentive plan can be implemented only after it is reviewed and approved by the special resolution of the general meeting of shareholders of the company.
14、 After the incentive plan is deliberated and approved by the general meeting of shareholders of the company, the company will convene the board of directors to grant rights and interests to the incentive objects according to relevant regulations within 60 days (if there are conditions for granting rights and interests, it shall be calculated from the date of achievement of the conditions), and complete the announcement, etc
