Securities code: Hpf Co.Ltd(300350) securities abbreviation: Hpf Co.Ltd(300350) Hpf Co.Ltd(300350)
Restricted stock incentive plan for 2022
(Draft)
Hpf Co.Ltd(300350)
February, 2002
Statement
The company and all directors and supervisors 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 in accordance with the law.
All incentive objects of the company promise 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 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
I The Hpf Co.Ltd(300350) 2022 restricted stock incentive plan (Draft) is Hpf Co.Ltd(300350) based on 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, the Listing Rules of Shenzhen Stock Exchange on the gem, the self regulatory guide for companies listed on the gem of Shenzhen Stock Exchange No. 1 - business handling And other relevant laws, regulations and normative documents, as well as Hpf Co.Ltd(300350) articles of association and other relevant provisions.
2、 The incentive tools adopted in this incentive plan are restricted stocks (class I restricted stocks and class II restricted stocks). The stock source is the company's A-share common stock issued by the company to the incentive object. The restricted shares granted to the incentive object 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 shareholder rights after being registered by Shenzhen Branch of China Securities Depository and Clearing Co., Ltd., including but not limited to dividend rights, allotment rights, voting rights, etc.
After meeting the corresponding vesting conditions, the second type of restricted shares granted to the incentive objects who meet the vesting conditions of the incentive plan will obtain the additional A-share common shares issued by the company in batches at the vesting price during the vesting period. These shares will be registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. and will enjoy the due shareholder rights after being registered by the registration and Clearing Company, Including but not limited to dividend rights, allotment rights, voting rights, etc; 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 incentive plan intends to grant a total of 2743000 restricted shares to the incentive objects, accounting for about 0.49% of the total share capital of the company on the announcement date of the draft incentive plan. Among them, 851000 class I restricted shares, accounting for 0.15% of the total share capital of the company on the announcement date of the draft incentive plan and 31.02% of the total number of restricted shares to be granted in the incentive plan; Class II restricted shares are 1892000 shares, accounting for 0.34% of the total share capital of the company on the announcement date of the draft incentive plan and 68.98% of the total number of restricted shares to be granted in the incentive plan. This incentive plan is a one-time grant, excluding reserved rights and interests.
The total number of underlying shares involved in the equity incentive plan of the company within the whole validity period does not exceed 20.00% of the total share capital of the company at the time of announcement of the draft incentive plan. 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 at the time of announcement of the draft plan.
From the date of the announcement of the draft incentive plan to the completion of the registration of the first type of restricted shares granted to the incentive object or the vesting registration of the second type of restricted shares granted to the incentive object, in case of capital reserve conversion to share capital, distribution of stock dividends, share splitting, allotment or reduction, the number of restricted shares will be adjusted accordingly in accordance with the relevant provisions of the incentive plan.
4、 The grant price of class I restricted shares and class II restricted shares in the incentive plan is 3.62 yuan / share.
From the date of the announcement of the draft incentive plan to the completion of the registration of the first type of restricted shares granted to the incentive object or the vesting registration of the second type of 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, the division of shares, the allotment of shares, the reduction of shares or the distribution of interest, The grant price of restricted shares will be adjusted accordingly in accordance with the relevant provisions of this incentive plan.
5、 The total number of incentive objects of the incentive plan is 35, including directors, senior managers, core backbone personnel and other personnel deemed necessary by the board of directors when the company announces the incentive plan, excluding independent directors, supervisors Foreign employees and shareholders or actual controllers who individually or jointly hold more than 5% of the shares of the company and their spouses, parents and children. 6、 The validity period of class I restricted shares of the incentive plan shall be no more than 48 months from the date when the registration of the granting of restricted shares is completed to the date when all the restricted shares granted to the incentive object are lifted or repurchased and cancelled; The validity period of class II restricted shares 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 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 of this incentive plan are not subject to the following circumstances as stipulated in Article 8 of the measures for the administration of equity incentive of listed companies and article 8.4.2 of the Listing Rules of gem shares of Shenzhen Stock Exchange:
(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 objects of the incentive plan to obtain relevant restricted stocks according to the incentive plan, including providing guarantee for their loans.
10、 All incentive objects of the incentive plan promise 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 objects 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.
11、 The incentive plan can be implemented only after being deliberated and approved by the general meeting of shareholders of the company. After the incentive plan is reviewed 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 in accordance with relevant regulations within 60 days, and complete relevant procedures such as registration and announcement. If the company fails to complete the above work within 60 days, it shall timely disclose the reasons for the failure and announce the termination of the incentive plan. According to the measures for the administration of equity incentive of listed companies, the period during which rights and interests cannot be granted shall not be counted as 60 days.
12、 The implementation of this incentive plan will not result in the equity distribution not meeting the requirements of listing conditions.
catalogue
Declare that 1 special tips 1 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 adjustment methods and procedures of this incentive plan Chapter VIII accounting treatment of restricted stocks 36 Chapter IX respective rights and obligations of the company / incentive object 39 Chapter X handling of changes in the company / incentive object 41 Chapter XI Supplementary Provisions forty-five
Chapter I interpretation
Unless otherwise specified, the following words have the following meanings in this article:
Interpretation item interpretation content
Hpf Co.Ltd(300350) , the company, the listed company, refers to the restricted stock incentive plan and the incentive plan of Hpf Co.Ltd(300350) (including branches and holding subsidiaries) company
Incentive plan, this incentive plan, this refers to Hpf Co.Ltd(300350) 2022 restricted stock incentive plan
plan
According to the conditions and prices specified in the incentive plan, the company grants the incentive object a specified number of company shares of class I restricted shares. These 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
The second type of restricted stock refers to the shares of the company obtained and registered by the incentive objects who meet the conditions of the incentive plan after meeting the corresponding attribution conditions
In accordance with the provisions of this incentive plan, the directors, senior managers, core backbone personnel and other personnel deemed necessary by the board of directors of the company that obtains restricted shares (including branches, incentive objects and subsidiaries)
The grant date refers to the date on which the company grants restricted shares to the incentive object, and the grant date must be the trading day
The price of shares granted to the incentive object and the restricted shares granted to the company
From the date when the registration of the granting of class I restricted shares is completed / the date when the valid promissory note of class II restricted shares is granted to the date when all the restricted shares granted to the incentive object are released from the restriction / ownership or the cancellation / invalidation of repurchase
The restricted sale period refers to the period during which the class I restricted shares granted to the incentive object under the plan are prohibited from being transferred, used for guarantee and debt repayment
The release period refers to the period during which the restricted shares of class I held by the incentive object can be released and listed for circulation after the release conditions specified in the plan are met
The conditions for lifting the restrictions on sale refer to the conditions that must be met for the incentive object to obtain the first type of restricted shares to lift the restrictions on sale according to the plan
Attribution refers to the behavior that the listed company registers the shares in the account of the incentive object after the incentive object granted the second type of restricted shares meets the benefit conditions
Vesting date refers to the date on which the granted shares are registered after the incentive object granted the second type of restricted shares meets the benefit conditions. It must be the trading day
Attribution conditions refer to the benefit conditions set up by the second type of restricted stock incentive plan, and the incentive object is to obtain the incentive shares
Remuneration and assessment committee refers to the remuneration and assessment committee of the board of directors of the company
CSRC refers to the China Securities Regulatory Commission
Stock exchange and Shenzhen Stock Exchange refer to Shenzhen Stock Exchange
China Securities Depository and Clearing Corporation refers to Shenzhen Branch of China Securities Depository and Clearing Corporation Limited
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 Shenzhen Stock Exchange gem
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