Securities abbreviation: Ninestar Corporation(002180) securities code: Ninestar Corporation(002180) Ninestar Corporation(002180)
Restricted stock incentive plan for 2022
(Draft)
Ninestar Corporation(002180)
February 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, the self regulatory guide for listed companies of Shenzhen Stock Exchange No. 1 – business handling, other relevant laws, regulations and normative documents, and the Ninestar Corporation(002180) articles of association.
2、 The incentive tool adopted in this incentive plan is restricted stock, and the stock source is the company’s A-share common stock issued to the incentive object.
3、 The number of restricted shares to be granted to the incentive objects in the incentive plan is 536500 shares, accounting for 0.38% of the company’s total share capital of 141093736 shares at the time of announcement of the draft incentive plan; Among them, 5129200 shares were granted for the first time, accounting for 0.36% of the company’s total share capital of 141093736 shares when the draft incentive plan was announced; 235800 shares are reserved for grant, accounting for 0.02% of the company’s total share capital of 141093736 shares at the time of announcement of the draft incentive plan and 4.40% of the total number of restricted shares granted this time.
The company’s 2019 stock option incentive plan is still under implementation. As of the announcement date of the draft incentive plan, the number of stock options that have not been exercised in the above incentive plan of the company is 29426034 million. The total number of subject shares involved in the equity incentive plan within the whole validity period of the company does not exceed 10.00% of the total share capital of the company when the incentive plan is submitted to the general meeting of shareholders. The number of shares granted to any incentive object in the incentive plan through the equity incentive plan within the whole validity period shall not exceed 1.00% of the total share capital of the company, and the proportion of reserved rights and interests shall not exceed 20.00% of the number of rights and interests to be granted in the incentive plan.
4、 The total number of incentive objects granted for the first time in this incentive plan is 464, including directors, senior managers, middle-level managers, core backbone and other personnel deemed necessary by the board of directors of the company (including branches and holding subsidiaries) at the time of announcement of this incentive plan, excluding independent directors, supervisors Shareholders or actual controllers who individually or jointly hold more than 5% of shares and their spouses, parents and children.
The incentive object reserved for grant refers to the incentive object not determined when the incentive plan is approved by the general meeting of shareholders, but included in the incentive plan during the duration of the incentive plan, which shall be determined within 12 months after the incentive plan is considered and approved by the general meeting of shareholders. The determination standard of the reserved incentive object shall be determined with reference to the standard granted for the first time.
5、 The grant price of restricted shares granted to the incentive object for the first time in the incentive plan is 24.82 yuan / share. During the period from the date of announcement of the incentive plan to the completion of the restricted stock registration of 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 grant price of restricted shares will be adjusted accordingly according to the incentive plan.
6、 The validity period of the incentive plan is from the date of completion of the registration of the grant of restricted shares to the date of lifting the restriction on the sale or repurchase cancellation of all the restricted shares granted to the incentive object, which shall not exceed 48 months at most.
7、 The release period of restricted shares granted for the first time in the incentive plan and the release schedule of each period are shown in the table below:
Release of sales restriction period release of sales restriction period arrangement proportion of release of sales restriction
The first release of the first grant shall be 12 months from the date of completion of the registration of the first grant of restricted shares
40% from the first trading day after the restricted sale period to the first grant registration of restricted shares
The last trading day within 24 months from the completion date
The second period of the first grant shall be 24 months from the date of completion of the registration of the first grant of restricted shares
40% from the first trading day after the restricted sale period to the first grant registration of restricted shares
The last trading day within 36 months from the completion date
The third period of the first grant shall be 36 months from the date of completion of the registration of the first grant of restricted shares
20% from the first trading day after the restricted sale period to the first grant registration of restricted shares
The last trading day within 48 months from the completion date
If the restricted shares reserved for grant are granted in 2022, the time arrangement for the release of restrictions and the release of restrictions in each period of the restricted shares reserved for grant is consistent with that of the restricted shares granted for the first time.
If the restricted shares reserved for grant are granted in 2023, the time schedule for the lifting of restrictions on the sale of restricted shares reserved for grant and the lifting of restrictions in each period are shown in the table below:
Release of sales restriction period release of sales restriction period arrangement proportion of release of sales restriction
The first release of reserved grant shall be 12 months from the date of completion of registration of reserved grant of restricted shares
Except from the first trading day after the restricted sale period to 50% of the reserved grant registration of restricted shares
The last trading day within 24 months from the completion date
The second release of reserved grant shall be 24 months from the date of completion of registration of reserved grant of restricted shares
Except from the first trading day after the restricted sale period to 50% of the reserved grant registration of restricted shares
The last trading day within 36 months from the completion date
8、 The performance evaluation indicators for the lifting of restrictions on the sale of restricted shares granted by the incentive plan include the company’s performance indicators and the individual performance indicators of incentive objects.
9、 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.
10、 The incentive objects participating in the incentive plan do not include the company’s supervisors and independent directors. Shareholders or actual controllers who individually or jointly hold more than 5% of the company’s shares and their spouses, parents and children do not participate 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.
11、 The company promises not to provide loans and any other forms of financial assistance for the incentive object to obtain relevant rights and interests according to the incentive plan, including providing guarantee for its loans.
12、 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 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.
13、 The incentive plan is drafted by the remuneration and assessment committee of the board of directors of the company and submitted to the board of directors of the company for deliberation, and implemented after being approved by the general meeting of shareholders of the company. The board of directors of the company shall make a resolution on the incentive plan according to law. When the board of directors reviews the incentive plan, the directors who are the incentive object or have an associated relationship with them shall withdraw from voting. If there is an incentive relationship between the shareholders’ voting plan and the shareholders’ voting plan, the incentive relationship will be provided for the shareholders’ voting at the same time. The independent directors of the company will solicit the entrusted voting rights from all shareholders of the incentive plan. Except for the directors, supervisors, senior managers and shareholders who individually or jointly hold more than 5% of the shares of the listed company, the voting situation of other shareholders will be counted and disclosed separately.
14、 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 in accordance with relevant regulations to grant rights and interests to incentive objects, and complete registration, announcement and other relevant procedures. 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 and other relevant laws and regulations, the period during which a listed company may not grant rights and interests shall not be counted in the above 60 days.
The granting object of reserved rights and interests shall be defined within 12 months after the incentive plan is deliberated and approved by the general meeting of shareholders. If the incentive object is not defined for more than 12 months, the reserved rights and interests shall become invalid.
15、 The implementation of this incentive plan will not result in the company’s equity distribution not meeting the listing conditions.
catalogue
Declare that 2 special tips 3 chapter I interpretation Chapter II purpose and principle of this incentive plan Chapter III Management Organization of this incentive plan Chapter IV basis and scope of incentive object determination Chapter V specific contents of incentive plan Chapter VI implementation procedures of restricted stock incentive plan Chapter VII adjustment methods and procedures of this incentive plan Chapter VIII accounting treatment of restricted stocks 26 Chapter IX respective rights and obligations of the company / incentive object 28 Chapter X handling of changes in the company / incentive object Chapter XI principles for repurchase and cancellation of restricted shares 33 Chapter XII Supplementary Provisions thirty-six
Chapter I interpretation
Ninestar Corporation(002180) , the company and the company refer to Ninestar Corporation(002180)
Incentive plan and this incentive plan refer to the company’s restricted stock incentive plan in 2022
Restricted stock refers to a certain number of company shares granted by the company to the incentive object according to the conditions and prices specified in the incentive plan
In accordance with the provisions of this incentive plan, the directors, senior managers, middle managers, core backbone and other personnel deemed necessary by the board of directors of the company who have obtained restricted shares and hold positions in the company (including the branch and the holding subsidiary incentive object refers to the company)
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 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 when the registration of the first grant of restricted shares is completed to the date when all restricted shares granted to all incentive objects are lifted or repurchased
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 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
Self regulatory guide No. 1 refers to self regulatory guide No. 1 for listed companies of Shenzhen Stock Exchange – business handling
The articles of association refers to the Ninestar Corporation(002180) articles of association
CSRC refers to the China Securities Regulatory Commission
stock exchange
