Hangzhou Hikvision Digital Technology Co.Ltd(002415) restricted stock plan in 2021
(Revised Draft)
abstract
December, 2001
statement
1. All directors and supervisors of the company guarantee that there are no false records, misleading statements or major omissions in the incentive plan and relevant disclosure documents, and bear individual and joint legal liabilities for its authenticity, accuracy and completeness.
2. Among the incentive objects, there are no independent directors, supervisors, major shareholders or actual controllers holding more than 5% of the company and their parents, spouses and children. All incentive objects did not participate in the equity incentive plans of two or more listed companies at the same time.
3. The incentive objects of the plan promise that if there are false records, misleading statements or major omissions in the relevant disclosure documents, resulting in non-compliance with the granted rights and interests or the exercise of rights and interests, all interests will be returned to the company.
hot tip
1. The 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 Trial Measures for the implementation of equity incentive by state-controlled listed companies (within China), the notice on issues related to regulating the implementation of equity incentive system by state-controlled listed companies, and the guidelines for the implementation of equity incentive by central enterprise controlled listed companies The measures for the administration of equity incentive of listed companies, other relevant laws, regulations, departmental rules and normative documents, and the Hangzhou Hikvision Digital Technology Co.Ltd(002415) articles of Association (hereinafter referred to as the “articles of association”).
2. The incentive form adopted in the plan is restricted shares, that is, Hangzhou Hikvision Digital Technology Co.Ltd(002415) (hereinafter referred to as ” Hangzhou Hikvision Digital Technology Co.Ltd(002415) ” or “the company” or “the company”) grants 99577629 restricted shares to the incentive object in the form of directional issuance of new shares, accounting for 1.07% of the total share capital of the company; When the unlocking conditions are met, the incentive objects can apply for unlocking restricted shares in batches according to the provisions of the plan; Restricted stocks can circulate freely according to law after being unlocked.
3. The incentive objects of restricted shares granted in this plan are the company’s senior managers, senior managers, middle-level managers, grass-roots managers, core technology and backbone employees in key fields required to achieve the company’s strategic objectives, a total of 9953, accounting for about 23.32% of the company’s total number by the end of 2020.
4. The plan is unlocked in three times 24 months after the grant date, and the unlocking period is 36 months.
(1) The lock-in period of the underlying stock is 24 months after the grant date, and the underlying stock held by the incentive object under the plan will be locked and may not be transferred in any form;
(2) The period from 24 months to 60 months after the grant of restricted shares (including the lock-in period) is the unlocking period. During the unlocking period, if the unlocking conditions specified in the equity incentive plan are met, the granted restricted shares will be unlocked three times: the first unlocking period is from 24 months to 36 months after the grant date, The number of unlocked shares is 40% of the total number of shares awarded at that time (including the subject shares invested and purchased by the incentive object); The second unlocking period is from 36 months to 48 months after the grant date, and the number of unlocked shares is 30% of the total number of awarded shares (including the subject shares invested and purchased by the incentive object); The third unlocking period is from 48 months to 60 months after the grant date, and the number of unlocked shares is 30% of the total number of awarded shares (including the subject shares invested and purchased by the incentive object). During the unlocking period, after the board of directors confirms that the unlocking conditions are met in the current period, the incentive object can apply for unlocking the corresponding proportion of restricted shares within the unlocking window period determined by the board of directors. The part that has not applied for unlocking in the current period will not be unlocked and will be repurchased and cancelled by the company; If the unlocking conditions are not met in any period of the unlocking period, the restricted shares that can be applied for unlocking in the current period shall not be unlocked and shall be cancelled after being repurchased by the company.
5. The price of each restricted stock granted by the company to the incentive object is 29.71 yuan.
6. The unlocking of restricted shares granted this time shall meet the following performance requirements:
（1） Unlock performance conditions at the company level
1) The company’s return on net assets in the financial year prior to the unlocking of restricted shares shall meet the following conditions when unlocking each batch:
a) First unlocking: the return on net assets of the year before the unlocking time point shall not be less than 20%, and shall not be lower than the 75th percentile level of the benchmark company in the same period;
b) Second unlocking: the return on net assets of the year before the unlocking time point shall not be less than 20%, and shall not be lower than the 75th percentile level of the benchmark company in the same period;
c) The third unlocking: the return on net assets of the year before the unlocking time point shall not be less than 20%, and shall not be lower than the 75th percentile level of the benchmark company in the same period;
Return on net assets refers to the weighted average return on net assets after deducting non recurring profits and losses. At the same time, if the company refinances, the net asset is the net asset value after deducting the refinancing amount in the refinancing year, and the net profit is the net profit after excluding the influence of refinancing factors.
2) The growth rate of the company’s operating revenue in the financial year prior to the unlocking of restricted shares shall meet the following conditions when unlocking each batch:
a) First unlocking: the compound operating revenue growth rate of the year before the unlocking time point shall not be less than 15% compared with the year before the grant, and shall not be lower than the 75th percentile growth rate of the benchmark company in the same period;
b) Second unlocking: the compound operating revenue growth rate of the year before the unlocking time point shall not be less than 15% compared with the year before the grant, and shall not be lower than the 75th percentile growth rate of the benchmark company in the same period;
c) Third unlocking: the compound operating revenue growth rate of the year before the unlocking time point shall not be less than 15% compared with the year before the grant, and shall not be lower than the 75th percentile growth rate of the benchmark company in the same period.
If the compound growth rate of the operating revenue of the previous year at the unlocking time point is lower than that of the previous year, the benchmark company will score 75 points in the same period
If the unlocking conditions are not fulfilled in the current unlocking period, this part of the underlying shares will be invalidated, and the incentive object shall not apply for unlocking of these underlying shares again in the next year.
3) During the lock-in period of restricted stocks, the economic value added (EVA) of the year before the unlocking time point shall increase compared with the previous year and be higher than the EVA of the year before the grant.
7. The total number of subject shares involved in all equity incentive plans of the company within the validity period shall not exceed 10% of the total share capital of the company; The cumulative shares of the company granted by any single incentive object through all equity incentive plans within the validity period shall not exceed 1% of the total share capital of the company.
8. Date and method of grant
The granting date of this restricted stock grant shall be determined by the board of directors in accordance with relevant regulations after the plan is reviewed and approved by the general meeting of shareholders of the company.
For the granting of restricted shares this time, the company shall convene the board of directors to grant restricted shares to the incentive objects and complete the announcement and registration within 60 days (except for the period during which restricted shares shall not be granted) from the date when the plan is deliberated and approved by the general meeting of shareholders and the granting conditions specified in the plan are realized. If the company fails to complete the above work within 60 days, it will disclose the reasons for the failure and announce the termination of the implementation of the incentive plan; The equity incentive plan will not be considered within 3 months from the date of announcement.
9. The stock funds granted to the incentive object this time will be settled by self financing. The company promises not to provide loans and other forms of financial assistance for the relevant rights and interests obtained by the incentive object according to the incentive plan, including providing guarantee for its loans.
10. Since the grant date has not been determined, there is uncertainty in the calculation of the cost of equity incentive in this draft, which will have an impact on the final determination of the cost.
11. The incentive plan can be implemented only after meeting the following conditions: reviewed and approved by the board of directors of the company, approved by the state owned assets supervision and Administration Commission of the State Council and reviewed and approved by the general meeting of shareholders of the company.
12. When the general meeting of shareholders of the company votes on the equity incentive plan, it must provide on-site voting and online voting at the same time. Independent directors will solicit entrusted voting rights from all shareholders for the consideration of the equity incentive plan at the general meeting of shareholders. 13. After the implementation of this equity incentive, the equity distribution of the company will not meet the requirements of listing conditions.
catalogue
Chapter I interpretation Chapter II General Provisions Chapter III determination basis and scope of incentive objects Chapter IV source, type and quantity of incentive instruments and underlying stocks 9 Chapter V distribution of restricted shares granted this time Chapter VI grant of restricted shares Chapter VII unlocking of restricted shares Chapter VIII conditions for granting and unlocking restricted shares Chapter IX adjustment methods and procedures of restricted stocks 17 Chapter X handling under special circumstances Chapter XI formulation, approval, revision and termination of the plan Chapter XII information disclosure 24 Chapter XIII Supplementary Provisions twenty-five
Chapter I interpretation
In this plan, the following terms and expressions are interpreted as follows:
The company is also called “the company” and “listed company” refers to Hangzhou Hangzhou Hikvision Digital Technology Co.Ltd(002415) Digital Technology Co., Ltd. (hereinafter referred to as ” Hangzhou Hikvision Digital Technology Co.Ltd(002415) “).
CETC refers to China Electronics Technology Group Co., Ltd., which is the actual controller of the company. General meeting means the general meeting of shareholders of the company.
Board of directors means the board of directors of the company.
Remuneration and assessment committee the remuneration and assessment committee is a special committee under the board of directors. The members of the remuneration and assessment committee must be directors appointed by the board of directors.
Board of supervisors refers to the board of supervisors of the company.
This plan refers to the Hangzhou Hikvision Digital Technology Co.Ltd(002415) 2021 restricted stock plan, hereinafter referred to as the “restricted stock plan”.
Restricted stock is the incentive tool of the plan. When the conditions specified in the plan are met, the incentive object has the right to be granted or purchased the company’s shares with restricted conditions, as well as the corresponding new shares due to the company’s bonus shares or conversion of share capital.
The term of validity of the plan refers to the term of validity of the plan, which is 10 years from the effective date of the plan. After the expiration of the plan, the company shall not grant any restricted shares under the plan.
The effective date of the plan refers to the date when the plan is approved by the general meeting of shareholders.
The incentive object is an employee of the company who is eligible for the grant of restricted shares in accordance with the provisions of the plan. Senior management personnel refer to the general manager, senior deputy general manager, financial officer, Secretary of the board of directors and other personnel specified in the articles of association of the company (including those eligible for restricted stock grants under the plan).
Grant refers to the company’s granting of restricted shares to incentive objects in accordance with the plan. The company may grant restricted shares in installments in accordance with the plan.
After the Japanese grant plan is deliberated and approved by the general meeting of shareholders of the company, the board of directors of the company shall make an announcement after confirming the achievement of the grant conditions, and the date of announcement shall be the date of grant.
Grant price according to the plan, the price of each restricted stock granted by the company to the incentive object, that is, the price at which the incentive object needs to contribute to purchase each restricted stock. In principle, the grant price shall be determined according to the principle of fair market price. Restrictions on grant by company
In the case of non tradable shares, the grant price shall be determined again according to the above principles each time.
Lock up period refers to the period during which the restricted shares subscribed by the incentive object under the plan are prohibited from transfer. After the lock expires, if the unlocking conditions specified in the plan are met, the restricted shares held by the incentive object can be freely disposed of by the incentive object.
Unlocking period refers to the period during which the incentive object can freely dispose of its restricted shares after meeting the locking period and unlocking conditions specified in the plan.
Grant conditions refer to the conditions that the company and the incentive object can grant restricted shares according to the plan only when they meet certain conditions. Among them, the year before the grant date, the financial year before the grant date and the year before the grant date shall be subject to the latest year in which the financial report has been publicly disclosed before the grant date.
Unlocking conditions refer to the conditions that the company and the incentive object can unlock according to the unlocking arrangement of the plan only when they meet certain conditions. Among them, the year before the unlocking time point and the financial year before unlocking
