Zhejiang Yinlun Machinery Co.Ltd(002126) 2022 stock option incentive plan
(Draft)
Zhejiang Yinlun Machinery Co.Ltd(002126)
March 9, 2022
Statement
The company and all directors and supervisors guarantee that there are no false records, misleading statements or major omissions in the incentive plan and its summary, and bear individual and joint legal liabilities for its authenticity, accuracy and completeness.
hot tip
1、 The incentive plan is formulated 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, other relevant laws, regulations, normative documents and Zhejiang Yinlun Machinery Co.Ltd(002126) articles of association. The plan is formulated by the board of directors, which authorizes the remuneration and assessment committee to manage the plan.
2、 The incentive tool adopted in this incentive plan is stock option. The stock source is the company’s directional issuance of Zhejiang Yinlun Machinery Co.Ltd(002126) (hereinafter referred to as “the company” or “the company”) A shares of common stock to the incentive object.
3、 The total number of stock options to be granted to the incentive objects in the incentive plan is 51.3 million, accounting for 6.48% of the total share capital of the company on the trading day before the deliberation date of the board of directors of the draft incentive plan (March 8), of which 49.78 million are granted for the first time, accounting for 6.28% of the total share capital of the company on the trading day before the deliberation date of the board of directors of the draft incentive plan, 1.52 million shares are reserved, accounting for 0.19% of the company’s total share capital of 79215500 shares at the time of announcement of the draft incentive plan, and the reserved part accounts for 2.96% 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 shares of the company granted by any incentive object in the incentive plan through all equity incentive plans within the validity period shall not exceed 1% of the total share capital of the company.
During the period from the date of announcement of the incentive plan to the completion of the exercise of stock options by the incentive object, if the company has matters such as the conversion of capital reserve into share capital, the distribution of stock dividends, the division or reduction of shares, and the allotment of shares, the number of stock options and the total number of underlying shares involved will be adjusted accordingly.
4、 The exercise price of stock options granted for the first time in the incentive plan is 10.14 yuan / share, and the exercise price of some reserved stock options is consistent with that granted for the first time. During the period from the date of announcement of the incentive plan to the completion of the exercise of stock options by the incentive object, if the company has matters such as the conversion of capital reserve into share capital, the distribution of stock dividends, the division or reduction of shares, the allotment of shares and the distribution of dividends, the exercise price of stock options will be adjusted accordingly.
5、 The total number of incentive objects granted for the first time in this incentive plan is 388, including directors, senior managers and core backbone employees of the company.
The reserved incentive object refers to the incentive object that has not been determined when the incentive plan is approved by the general meeting of shareholders, but is included in the incentive plan during the duration of the incentive plan. It shall be determined within 12 months after the incentive plan is reviewed 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. The criteria for determining the reserved incentive object shall be determined with reference to the criteria for the first award.
6、 The validity period of this incentive plan shall be no more than 72 months from the date of the first authorization of the stock option to the date of the exercise or cancellation of all the stock options granted to the incentive object.
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) 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 independent directors, supervisors, shareholders or actual controllers who individually or jointly hold more than 5% of the shares of the company and their spouses, parents and children. 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) 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.
9、 The company promises not to provide loans or any other form of financial assistance for the incentive object to obtain relevant stock options according to the incentive plan, including providing guarantee for its loans.
10、 The incentive object promises that if the company does not comply with the arrangement of 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 will 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.
11、 The incentive plan can be implemented only after being deliberated and approved by the general meeting of shareholders of the company.
12、 Within 60 days from the date when the general meeting of shareholders deliberates and approves the incentive plan, the company will convene the board of directors to grant the incentive object according to relevant regulations, and complete the registration, announcement and other relevant procedures. If the company fails to complete the above work within 60 days, the implementation of the incentive plan shall be terminated, and the unauthorized stock options shall become invalid.
13、 The implementation of this incentive plan will not result in the company’s equity distribution not meeting the requirements of listing conditions.
catalogue
Chapter I interpretation six
Chapter II purpose and principles of this incentive plan seven
Chapter III Management Organization of this incentive plan eight
Chapter IV determination basis and scope of incentive objects nine
Chapter V source, quantity and distribution of stock options eleven
Chapter VI. the period of validity of the plan and the date of authorization thirteen
Chapter VII exercise price of stock options and determination method of exercise price sixteen
Chapter VIII vesting conditions of stock options seventeen
Chapter IX adjustment methods and procedures of this incentive plan twenty-one
Chapter X accounting treatment of stock options twenty-three
Chapter XI implementation procedures of stock option incentive plan twenty-five
Chapter XII respective rights and obligations of the company / incentive object twenty-eight
Chapter XIII handling of changes in the company / incentive object thirty
Chapter XIV Supplementary Provisions thirty-two
Chapter I interpretation
Unless otherwise specified, the following words have the following meanings in this article:
Zhejiang Yinlun Machinery Co.Ltd(002126) , the company and the company refer to Zhejiang Yinlun Machinery Co.Ltd(002126)
This incentive plan and this plan refer to the stock option incentive plan of Zhejiang Yinlun Machinery Co.Ltd(002126) 2022
Stock option refers to the right granted by the company to the incentive object to purchase a certain number of shares of the company under predetermined conditions within a certain period of time in the future
Incentive objects refer to the directors, senior managers and key employees of the company who have obtained stock options in accordance with the provisions of this incentive plan.
The authorization date refers to the date on which the company grants stock options to the incentive object. The authorization date must be the trading day
The validity period refers to the period from the date when the stock option is granted to the incentive object to the expiration of the stock option
Waiting period refers to the period between the date of authorization of stock option and the date of exercise of stock option
According to the incentive plan, the exercise right of the incentive object to exercise the stock options it owns refers to the exercise right in the incentive plan, which is the behavior of the incentive object to purchase the subject stock according to the conditions set in the incentive plan
The exercisable date refers to the date when the incentive object can start exercising the right. The exercisable date must be the trading day
The exercise price refers to the price determined by the company when granting stock options to the incentive object and the incentive object purchases the shares of the listed company
Exercise conditions refer to the conditions that must be met by the incentive object to exercise the stock option according to the incentive 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
The Administrative Measures refer to the administrative measures for equity incentive of listed companies
The articles of association refers to the Zhejiang Yinlun Machinery Co.Ltd(002126) articles of association
CSRC refers to the China Securities Regulatory Commission
Stock exchange refers to Shenzhen Stock Exchange
Yuan means RMB yuan
Note: 1. Unless otherwise specified, the financial data and financial indicators quoted in this draft refer to the financial data in the consolidated statement and the financial indicators calculated based on such financial data.
2. In this draft, the difference in the mantissa between the sum of some total numbers and each detailed number is caused by rounding.
Chapter II purpose and principle of the incentive plan
In order to further improve the corporate governance structure, establish and improve the company’s long-term incentive and restraint mechanism, attract and retain excellent talents, fully mobilize the enthusiasm of the company’s directors, senior managers and core employees, effectively combine the interests of shareholders, the company and the core team, and ensure the realization of the company’s development strategy and business objectives, Make all parties pay attention to the long-term development of the company. On the premise of fully protecting the interests of shareholders, the company formulates this incentive plan in accordance with the principle of reciprocity between income and contribution, relevant laws, regulations and normative documents such as the company law, the securities law, the administrative measures and 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 may authorize the board of directors to handle some matters related to the incentive plan within its authority.
2、 The board of directors is the executive management organization of the incentive plan and is responsible for the implementation of the incentive plan. The remuneration and assessment committee under the board of directors is responsible for formulating and revising the incentive plan and submitting it to the board of directors for deliberation. After the board of directors deliberates and approves the incentive plan, it shall be submitted to the general meeting of shareholders for deliberation. The board of directors may handle other relevant matters of the incentive plan within the scope authorized by the general meeting of shareholders.
3、 The board of supervisors and independent directors are the supervisory bodies of the incentive plan and 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. The board of supervisors shall supervise whether the implementation of the incentive plan complies with relevant laws, regulations, normative documents and the business rules of the stock exchange, and be responsible for reviewing the list of incentive objects. Independent directors will solicit entrusted voting rights from all shareholders for this incentive plan.
If the company changes the equity incentive plan before it is deliberated and approved by the general meeting of shareholders, the independent directors and the board of supervisors shall express independent opinions on whether the changed plan is conducive to the sustainable development of the company and whether there is obvious damage to the interests of the company and all shareholders.
Before the company grants rights and interests to the incentive object, the independent directors and the board of supervisors shall express clear opinions on the conditions for the incentive object to be granted rights and interests set in the equity incentive plan. If the rights granted by the company to the incentive object are different from the arrangement of this incentive plan, the independent directors and the board of supervisors (when the incentive object changes) shall express clear opinions at the same time.
Before the incentive objects exercise their rights and interests, the independent directors and the board of supervisors shall express clear opinions on whether the conditions for the incentive objects to exercise their rights and interests set in the equity incentive plan have been met.
Chapter IV determination basis and scope of incentive objects
1、 Determination basis of incentive object
(I) legal basis for determining incentive objects
The incentive objects of the incentive plan are determined according to the company law, securities law, administrative measures and other relevant laws, regulations, normative documents and the relevant provisions of the articles of association, and in combination with the actual situation of the company.
The incentive objects of this incentive plan do not have the following circumstances that are not allowed to become incentive objects as stipulated in Article 8 of the management measures:
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;
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