Securities code: Advanced Micro-Fabrication Equipment Inc.China(688012) securities abbreviation: Advanced Micro-Fabrication Equipment Inc.China(688012) China micro semiconductor equipment (Shanghai) Co., Ltd. 2022 restricted stock incentive plan
(Draft)
Zhongwei semiconductor equipment (Shanghai) Co., Ltd
March, 2002
Statement
The board of directors and all 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 responsibility 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.
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 Listing Rules of Shanghai Stock Exchange, the measures for the administration of equity incentive of listed companies, the self regulatory guide for listed companies on the science and Innovation Board No. 4 – disclosure of equity incentive information and other relevant laws, regulations and normative documents, And the articles of association of Zhongwei semiconductor equipment (Shanghai) Co., Ltd.
2、 The incentive tool adopted in this incentive plan is restricted stock (the second type of restricted stock). The source of the stock is that Zhongwei semiconductor equipment (Shanghai) Co., Ltd. (hereinafter referred to as “the company” or “the company”) issues A-share common shares 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 in Shanghai Branch of 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 4 million restricted shares to the incentive objects, accounting for about 0.649% of the total share capital of 616244500 shares at the time of announcement of the draft incentive plan. This grant is a one-time grant without reserved rights and interests.
The shares of the company granted by any incentive object in the plan through all the equity incentive plans within the validity period shall not exceed 1.00% of the total share capital of the company when the plan is submitted to the general meeting of shareholders for deliberation.
4、 The grant price of restricted shares in the plan is 50 yuan / share. From the date of the announcement of the draft incentive plan to the date when the incentive object is granted restricted shares, 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 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 is 1104, accounting for 99.37% of the total number of employees of the company. Including directors, senior managers, core technicians and other personnel deemed necessary by the board of directors.
6、 The validity period of this incentive plan shall be no more than 60 months from the date of the 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) equity incentive is prohibited by laws and regulations;
(V) other circumstances recognized by the CSRC.
8、 The incentive objects of the company’s independent directors and supervisors are not included 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:
(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 restricted shares in accordance with the incentive plan, including providing guarantee for its loans.
10、 The incentive plan can be implemented only after being deliberated and approved by the general meeting of shareholders of the company.
11、 The implementation of this incentive plan will not result in the equity distribution not meeting the requirements of listing conditions.
catalogue
Declare that 2 special tips Chapter 1 interpretation Chapter II purpose and principle of this incentive plan Chapter III Management Organization of this incentive plan Chapter IV determination basis and scope of incentive objects Chapter V incentive methods, sources, quantity and distribution of restricted stocks Chapter VI validity period, grant date, ownership arrangement and lock up period of this incentive plan Chapter VII grant price of restricted shares and determination method of grant price Chapter VIII vesting and vesting conditions of restricted shares Chapter IX implementation procedures of restricted stock incentive plan Chapter 10 adjustment methods and procedures of restricted stock incentive plan Chapter XI accounting treatment of restricted stocks 27 Chapter XII respective rights and obligations of the company / incentive object 29 Chapter 13 handling of changes in the company / incentive object 31 chapter XIV Supplementary Provisions thirty-three
Chapter I interpretation
Unless otherwise specified, the following words and expressions have the following meanings in this article: Advanced Micro-Fabrication Equipment Inc.China(688012) , the company, the company and the listed company refer to Zhongwei semiconductor equipment (Shanghai) Co., Ltd
This incentive plan and this plan refer to the restricted stock incentive plan of China micro semiconductor equipment (Shanghai) Co., Ltd. in 2022
Restricted shares and class II restricted shares refer to the shares of the company obtained and registered by incentive objects who meet the grant conditions of the incentive plan after meeting the corresponding attribution conditions.
In accordance with the provisions of this incentive plan, the directors of the company who obtain restricted shares shall be the directors, senior managers, core technicians and other personnel that the board of directors deems necessary to be encouraged.
Grant date refers to the date on which the company grants restricted shares to incentive objects
The grant price refers to the price of each restricted stock granted by the company to the incentive object
The term of validity refers to the period from the date of the 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 of a listed company to register its shares in the account of the incentive object after the restricted stock incentive object meets the benefit conditions
Attribution conditions refer to the benefit conditions set up by the restricted stock incentive plan, and the incentive object is to obtain the incentive stock
Vesting date refers to the date on which the authorized shares are registered after the restricted stock incentive object meets the benefit conditions. 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 Listing Rules of Shanghai Stock Exchange’s Sci tech innovation board
The regulatory guide refers to the self regulatory guide for listed companies on the science and Innovation Board No. 4 – disclosure of equity incentive information
The articles of association refers to the articles of association of Zhongwei semiconductor equipment (Shanghai) Co., Ltd
CSRC refers to the China Securities Regulatory Commission
Stock exchange refers to Shanghai 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 mantissa between the sum of partial total and each detailed number is caused by rounding.
Chapter II purpose and principle of the 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 employees, effectively combine the interests of shareholders, the company and the personal interests of employees, and enable all parties to pay common attention to the long-term development of the company, on the premise of fully protecting the interests of shareholders, in accordance with the principle of equal incentives and constraints, This incentive plan is formulated in accordance with the company law, securities law, administrative measures, listing rules, regulatory guidelines and other relevant laws, regulations and normative documents, as well as the provisions of the articles of association. As of the announcement date of this incentive plan, the company is also implementing the 2020 restricted stock incentive plan and the 2020 stock appreciation right incentive plan. The company held the 12th meeting of the first board of directors and the second extraordinary general meeting of shareholders in 2020 on June 5, 2020 and June 22, 2020 respectively, and deliberated and adopted the “incentive plan for 2020 restricted shares of the company (Revised Draft)” and relevant proposals, and the “incentive plan for 2020 stock appreciation rights of the company (Revised Draft)” and relevant proposals. On June 30, 2020 and November 6, 2020, the company granted a total of 773989 million restricted shares to the incentive objects of the 2020 restricted stock incentive plan, accounting for about 1.45% of the total share capital of the company at the time of grant. The value-added rights of the company’s shares granted to the company in June 2020 accounted for about 0.54% of the total value-added rights of the company’s share capital in 2020.
On July 9, 2021, the company held the 21st Meeting of the first board of directors, deliberated and adopted the proposal on meeting the vesting conditions for the first vesting period of the company’s 2020 restricted stock incentive plan and the proposal on meeting the vesting conditions for the first exercise period of the company’s 2020 stock appreciation right incentive plan
Case. The company held the first meeting of the second board of directors on December 9, 2021, deliberated and approved the proposal on the first vesting period of the reserved vesting part of the company’s 2020 restricted stock incentive plan meeting the vesting conditions. This incentive plan is independent of the 2020 restricted stock incentive plan being implemented, and there is no relevant connection.
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 (hereinafter referred to as the “Remuneration Committee”) is established under the board of directors, which is responsible for formulating and revising the incentive plan and submitting it to the board of directors for deliberation. The board of directors deliberates and approves the incentive plan
