Securities abbreviation: Suzhou Slac Precision Equipment Co.Ltd(300382) securities code: 300382 bond abbreviation: sley convertible bond bond Code: 123067 Suzhou Slac Precision Equipment Co.Ltd(300382)
Restricted stock incentive plan for 2021
(Draft) summary
Suzhou Slac Precision Equipment Co.Ltd(300382)
December, 2001
statement
The company and all members of the board of directors guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear legal liabilities 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 Shenzhen Stock Exchange gem (revised in 2020), the measures for the administration of equity incentive of listed companies, the business handling instructions of GEM listed companies No. 5 – equity incentive and other relevant laws, regulations and normative documents, And the formulation of the Suzhou Slac Precision Equipment Co.Ltd(300382) articles of association.
2、 The incentive tool adopted in this incentive plan is restricted stock (the second type of restricted stock). The source of stock is Suzhou Slac Precision Equipment Co.Ltd(300382) (hereinafter referred to as “the company” or “the company”) to issue A-Shares of common stock 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 with China Securities Depository and Clearing Co., Ltd. The restricted shares granted to the incentive object shall not enjoy the rights of shareholders of the company before they are vested, and the restricted shares shall not be transferred, used for guarantee or debt repayment.
3、 The total amount of restricted shares to be granted to the incentive objects in the incentive plan is 2327524 shares, accounting for about 0.40% of the total share capital of the company of 580381337 shares. This grant is a one-time grant without reserved rights and interests. As of the announcement date of the draft incentive plan, the total number of subject shares involved in all equity incentive plans within the validity period of the company has not exceeded 20% of the total share capital of the company. The 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 when the incentive plan is submitted to the general meeting of shareholders for deliberation.
4、 The grant price of restricted shares in the incentive plan is 18 yuan / share.
From the date of announcement of the draft incentive plan to the date when the incentive object completes the ownership registration of restricted shares, if the company has matters such as conversion of capital reserve into share capital, distribution of stock dividends, division or reduction of shares, allotment of shares, dividend distribution, etc., the grant price or 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 69, including middle-level managers and technical (business) backbone personnel in the company (including subsidiaries) when the company announces the incentive plan, excluding directors (including independent directors), supervisors and senior managers, 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 the incentive plan shall be no more than 48 months from the date of grant of restricted shares to the date when all the restricted shares granted to the incentive object are vested or invalid.
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:
1. An audit report with a negative opinion or unable to express an opinion on the financial and accounting report of the most recent fiscal year issued by a certified public accountant;
2. The internal control of the financial report of the most recent fiscal year is an audit report with a negative opinion or unable to express an opinion issued by a certified public accountant;
3. Failure to distribute profits in accordance with laws and regulations, the articles of association and public commitments within the last 36 months after listing;
4. Equity incentive is not allowed according to laws and regulations;
5. Other circumstances recognized by the CSRC.
8、 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 article 8.4.2 of the rules for the listing of shares on the gem of Shenzhen Stock Exchange (revised in 2020), and there are no following circumstances that may not be the incentive object:
1. Being identified as inappropriate by the stock exchange within the last 12 months;
2. It has been identified as an inappropriate candidate by the CSRC and its dispatched offices within the last 12 months;
3. Being administratively punished by the CSRC and its dispatched offices or taking market entry prohibition measures for major violations of laws and regulations within the last 12 months;
4. Those who are not allowed to serve as directors or senior managers of the company as stipulated in the company law;
5. Those who are not allowed to participate in equity incentive of listed companies according to laws and regulations;
6. 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 according to 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、 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 and announce the incentive objects in accordance with relevant regulations. If the company fails to complete the above work within 60 days, the implementation of the incentive plan shall be terminated, and the non granted restricted shares shall become invalid.
12、 The implementation of this incentive plan will not cause the equity distribution to fail to meet the requirements of listing conditions.
catalogue
Declare that 1 special tips 2 catalog 5 chapter I interpretation Chapter II purpose and principle of this incentive plan Chapter III Management Organization of incentive plan Chapter IV determination basis and scope of incentive objects nine
1、 Determination basis of incentive object nine
2、 Scope of incentive objects nine
3、 Situations where you can’t be an incentive nine
4、 Verification of incentive objects Chapter V incentive mode, source, quantity and distribution of restricted shares eleven
1、 The incentive method and stock source of this incentive plan eleven
2、 Number of restricted shares granted eleven
3、 Distribution of restricted shares granted to incentive objects Chapter VI validity period, grant date, ownership arrangement and lock up period of the incentive plan twelve
1、 The validity period of this incentive plan twelve
2、 The grant date of this incentive plan twelve
3、 The ownership arrangement of this incentive plan twelve
4、 Lock up arrangements for this incentive plan Chapter VII incentive price and determination method of the incentive plan fourteen
1、 The grant price of restricted shares fourteen
2、 Method for determining the grant price of restricted shares Chapter VIII grant and attribution conditions of the incentive plan fifteen
1、 Conditions for granting restricted shares fifteen
2、 Vesting conditions of restricted shares fifteen
3、 Explanation of the scientificity and rationality of the assessment system Chapter IX adjustment methods and procedures of this incentive plan eighteen
1、 Adjustment method for the number of restricted shares eighteen
2、 Adjustment method of restricted stock grant price eighteen
3、 Procedures for adjustment of this incentive plan Chapter X accounting treatment of restricted stocks twenty
1、 Fair value and determination method of restricted shares twenty
2、 It is expected that the implementation of restricted shares will have an impact on the operating performance of each period 20 Chapter XI handling of changes in the company / incentive object twenty-two
1、 Handling of changes in the company twenty-two
2、 The personal situation of the incentive object has changed twenty-two
3、 Dispute or dispute resolution mechanism between the company and the incentive object 24 Chapter XII Supplementary Provisions twenty-five
Unless otherwise specified, the following words and expressions have the following meanings in this document: Suzhou Slac Precision Equipment Co.Ltd(300382) , the company, the company and the listed company
This incentive plan refers to Suzhou Slac Precision Equipment Co.Ltd(300382) 2021 restrictive incentive plan
Stock incentive plan
Restricted stocks and the second category refer to the incentive objects that meet the grant conditions of the incentive plan
Shares of the company acquired and registered in batches after the vesting conditions of restricted shares
Incentive object refers to the company (including subsidiaries) that obtains restricted shares in accordance with the plan
Middle management personnel and technical (business) backbone personnel
Grant date refers to the date on which the company grants restricted shares to incentive objects, and the grant date must be
Must be a trading day
Grant price refers to the price of each restricted stock granted by the company to the incentive object
Validity period refers to the period from the date of grant of restricted shares to the date of grant of restricted shares to the incentive object
Period during which all vesting or invalidation of the shares becomes invalid
Attribution means that after the restricted stock incentive object meets the benefit conditions, the listed company will
The act of registering shares in the account of the incentive object
Vesting conditions refer to the conditions set up by the restricted stock incentive plan, and the incentive object is to obtain incentives
Benefit conditions to be met for incentive shares
The vesting date refers to the date when the restricted stock incentive object meets the benefit conditions and the shares are granted
The date of registration must be the trading day
Company law means the company law of the people’s Republic of China
Securities Law means 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 refer to the Listing Rules of Shenzhen Stock Exchange gem (revised in 2020)
(subscription)
The business handling guide refers to the guide for business handling of GEM listed companies No. 5 – equity incentive
Excitation
Articles of association means the Suzhou Slac Precision Equipment Co.Ltd(300382) articles of association
CSRC refers to the China Securities Regulatory Commission
Registration and Clearing Company refers to Shenzhen Branch of China Securities Depository and Clearing Co., Ltd
Yuan / 10000 yuan refers to RMB yuan / 10000 yuan, the legal currency unit of the people’s Republic of China
Chapter II purpose and principle of the incentive plan
In order to further establish and improve the company’s long-term incentive and restraint mechanism, attract and retain excellent personnel, fully mobilize the enthusiasm and creativity of professional managers and technical (business) backbone personnel, effectively improve the cohesion of the core team and the core competitiveness of the enterprise, and effectively combine the interests of shareholders, the company and the core team, Make all parties pay common attention to the long-term development of the company, ensure the realization of the company’s development strategy and business objectives, and formulate this incentive plan in accordance with the company law, securities law, management measures and other relevant laws, administrative regulations, normative documents and the articles of association on the premise of fully protecting the interests of shareholders and the principle of equal income and contribution.
Chapter III Management Organization of 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 report to the general meeting of shareholders for approval, and handle 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 review the list of incentive objects of the incentive plan and supervise whether the implementation of the incentive plan complies with relevant laws, administrative regulations, normative documents and the business rules of the stock exchange. Independent directors shall solicit entrusted voting rights from all shareholders for this incentive plan.
4、 Before or after the incentive plan is considered and approved by the general meeting of shareholders
