Securities abbreviation: Longi Green Energy Technology Co.Ltd(601012) securities code: Longi Green Energy Technology Co.Ltd(601012) Longi Green Energy Technology Co.Ltd(601012)
2022 stock option and restricted stock incentive plan (Draft)
Longi Green Energy Technology Co.Ltd(601012)
March, 2002
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 and normative documents, as well as the Longi Green Energy Technology Co.Ltd(601012) articles of association.
2、 The incentive plan includes stock option incentive plan and restricted stock incentive plan. The source of the underlying stock is Longi Green Energy Technology Co.Ltd(601012) (hereinafter referred to as "the company" or "the company"), which issues A-share common shares of the company to the incentive object.
3、 The incentive plan intends to grant 37.54 million shares of equity to the incentive objects, and the subject stock involved is RMB A-share common stock, accounting for about 0.69% of the total share capital of the company on the announcement date of the incentive plan. The details are as follows:
(I) stock option incentive plan: the company plans to grant 34.98 million stock options to the incentive objects, involving RMB A-share ordinary shares, accounting for 0.65% of the total share capital of the company on the announcement date of this incentive plan. Each stock option granted to the incentive object has the right to purchase one share of the company's shares at the exercise price within the validity period when the exercise conditions are met.
(II) restricted stock incentive plan: the company plans to grant 2.56 million restricted shares to the incentive object, and the subject stock involved is RMB A-share common stock, accounting for about 0.047% of the total share capital of the company on the announcement date of the draft plan.
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 on the announcement date of the draft incentive plan. The cumulative number of shares granted to any incentive object through the equity incentive plan within the validity period does not exceed 1% of the total share capital of the company on the date of announcement of the draft incentive plan.
During the period from the date of announcement of the incentive plan to the completion of the exercise of stock options or the registration of restricted shares by the incentive object, if the company has matters such as the conversion of capital reserve into share capital, the distribution of stock dividends, stock subdivision or reduction, allotment and so on, the number of stock options and restricted shares and the total number of underlying shares involved will be adjusted accordingly. 4、 The total number of incentive objects of stock options to be granted in this incentive plan is 2484, and the total number of restricted stock incentive objects is 27. They are directors, senior managers, core managers and core technical (business) personnel who serve in the current core business system of the company (including subsidiaries, the same below) when the company announces this incentive plan.
5、 The exercise price of stock options in the incentive plan is 62.20 yuan / share, and the grant price of restricted shares is 38.87 yuan / share.
During the period from the date of announcement of the incentive plan to the completion of the exercise of stock options or the registration of restricted shares by the incentive object, if the company has matters such as the conversion of capital reserve into share capital, the distribution of stock dividends, stock subdivision or reduction, allotment and dividend distribution, the exercise price of stock options and the grant price of restricted shares will be adjusted accordingly.
6、 The validity period of stock options in this incentive plan is from the date of grant of stock options to the date of exercise or cancellation of all stock options granted to the incentive object, with a maximum of 48 months; The validity period of restricted shares in this incentive plan is from the date of granting restricted shares to the date when all restricted shares granted to the incentive object are lifted or repurchased and cancelled, and the longest period shall not exceed 48 months.
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 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.
8、 The incentive objects participating in the incentive plan do not include the independent directors and supervisors of the company, nor 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. 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 or restricted shares 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 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. 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 will be terminated, and the non granted restricted shares or stock options will become invalid. However, the period during which the rights and interests shall not be granted according to the measures for the administration of equity incentive of listed companies will not be counted within 60 days.
12、 The implementation of this incentive plan will not result in the company's 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 10 Chapter V specific contents of this incentive plan Chapter VI implementation procedures of this incentive plan Chapter VII respective rights and obligations of the company / incentive object 37 Chapter VIII handling of changes in the company / incentive object 39 Chapter IX Supplementary Provisions forty-three
Chapter I interpretation
Unless otherwise specified, the following words have the following meanings in this article: Longi Green Energy Technology Co.Ltd(601012) , company and listed company refer to Longi Green Energy Technology Co.Ltd(601012)
This incentive plan refers to the stock option and restricted stock incentive plan in Longi Green Energy Technology Co.Ltd(601012) 2022
Stock options and options refer to the right granted by the company to the incentive object to purchase a certain number of shares of the company at a predetermined price and conditions in a certain period of time in the future
According to the conditions and prices specified in the incentive plan, the restricted shares granted to the incentive object by the company refer to a certain number of company shares, which 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
According to the provisions of this incentive plan, the public incentive objects who obtain stock options or restricted shares refer to the directors, senior managers, core managers and core technical (business) personnel of the company
Grant date refers to the date on which the company grants stock options / restricted shares to the incentive object. The grant date must be the trading day
Waiting period refers to the period between the date of grant of stock option and the date of exercise of stock option
According to the stock option incentive plan, the incentive object exercises its own stock exercise, which refers to the behavior of option. In this plan, exercise 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 at which the incentive object purchases the company's shares as determined in the plan
Exercise conditions refer to the conditions that must be met for the incentive object to exercise stock options according to the plan
The grant price refers to the price of each restricted stock granted by the company to the incentive object
The restricted sale period refers to the period during which the restricted shares granted to the incentive object under the incentive plan are prohibited from being transferred, used for guarantee and debt repayment
The period of lifting the restriction on sales refers to the period during which the restricted shares held by the incentive object can be lifted and listed for circulation after the conditions for lifting the restriction on sales specified in the incentive plan are met
The conditions for lifting the restriction on sale refer to the conditions that must be met for the restricted shares obtained by the incentive object to be lifted according to the incentive plan
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 (revised in January 2022)
The articles of association refers to the Longi Green Energy Technology Co.Ltd(601012) articles of association
Assessment management measures refer to the assessment management measures for the implementation of stock option and restricted stock incentive plan in Longi Green Energy Technology Co.Ltd(601012) 2022
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 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 mechanism, attract and retain talents, fully mobilize the enthusiasm of the company's directors, senior managers, core managers, core technical (business) personnel and other key employees, and effectively combine the interests of shareholders, the company and the personal interests of the core team, Enable all parties to pay common attention to the long-term development of the company and improve the market competitiveness and sustainable development ability of the company. On the premise of fully protecting the interests of shareholders, this incentive plan is formulated in accordance with the principle of equal income and contribution, relevant laws, regulations, 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 board of directors has a remuneration and assessment committee, which is responsible for
