Securities code: 002189 securities abbreviation: Costar Group Co.Ltd(002189) Costar Group Co.Ltd(002189)
Phase II restricted stock incentive plan
(Draft)
December, 2001
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 stock 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 (revised in 2018), the guidelines for the implementation of equity incentive by listed companies controlled by central enterprises, other relevant laws, regulations and normative documents and the Costar Group Co.Ltd(002189) articles of association.
2. The company does not have the following circumstances that equity incentive shall not be implemented as stipulated in Article 7 of the management measures: (1) the financial and accounting report of the latest fiscal year was issued with a negative opinion or an audit report that could not express an opinion by the 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.
3. The incentive objects of the incentive plan do not have the following circumstances that are not allowed to become incentive objects as stipulated in Article 8 of the management measures:
(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.
4. The incentive form adopted in this incentive plan is restricted stock, and the stock source is Costar Group Co.Ltd(002189) A-share common stock issued by the company to the incentive object.
5. The incentive plan intends to grant no more than 6530000 restricted shares to the incentive objects, accounting for 2.49% of the total share capital of the company at the time of signing the incentive plan.
6. The price of restricted shares granted to the incentive object in the incentive plan is 11.24 yuan / share. During the period from the date of announcement of the draft incentive plan to the completion of the restricted stock registration of the incentive object, 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 number and grant price of restricted shares will be adjusted accordingly according to the incentive plan.
7. The incentive objects of the restricted stock incentive plan shall not exceed 419, accounting for 12.59% of the total number of the company at the end of 2020, including directors, senior managers and other core personnel recognized by the board of directors who have a direct impact on the company's operating performance and future development.
8. The validity period of the equity incentive plan is 5 years, from the date of registration of restricted stock granted to the incentive object to the date of lifting the restriction on sale or repurchase cancellation of all restricted stocks. The equity incentive scheme can only be implemented after being deliberated and approved by the board of directors, the state-owned assets management department and the general meeting of shareholders of the company.
9. The sales restriction period shall be 24 months from the date of completion of the registration of the restricted shares granted to the incentive object. During the restricted sale period, the restricted shares granted to the incentive object under the incentive plan shall be locked and shall not be transferred in any form, used for guarantee or debt repayment.
10. After 24 months from the date of completion of registration of the restricted shares granted by the plan, the incentive object will lift the restriction in three phases in the next 36 months. The release period of restricted shares and the release schedule of each period are shown in the table:
Proportion of the number of sales restrictions that can be lifted in the number of granted rights and interests
24 months from the date of completion of registration of corresponding restricted shares
33% from the first trading day after the lifting of the restriction period to the registration of the corresponding part of restricted shares
The last trading day within 36 months from the completion date
36 months from the date of completion of registration of corresponding restricted shares
33% of the restricted shares shall be registered from the first trading day after the second sales restriction period is lifted to the corresponding part
The last trading day within 48 months from the completion date
Proportion of the number of sales restrictions that can be lifted in the number of granted rights and interests
48 months from the date of completion of registration of corresponding restricted shares
34% of the restricted shares shall be registered from the first trading day after the third sales restriction period is lifted to the corresponding part of the restricted shares
The last trading day within 60 months from the completion date
11. The performance assessment objectives of the company in the conditions for lifting the restrictions on the sale of restricted shares granted under the incentive plan are shown in the table below:
Lifting limit
Sales performance assessment objectives
(1) The weighted average return on net assets of the financial year before the unlocking date is ≥ 10.36%, and ≥ the 75th percentile of the benchmarking enterprise or ≥ the average level of the same industry;
The first lifting (2) the annual compound growth rate of net profit in the financial year before the unlocking date is ≥ 15% compared with that in 2020, the sales restriction period is ≥ 75th of the benchmarking enterprise or ≥ the average level of the same industry;
(3) The financial year before the unlocking date Δ EVA>0。
(1) The weighted average return on net assets of the financial year before the unlocking date is ≥ 10.37%, and ≥ the 75th percentile of the benchmarking enterprise or ≥ the average level of the same industry;
The second lifting (2) the annual compound growth rate of net profit in the financial year before the unlocking date is ≥ 15% compared with that in 2020, the sales restriction period is ≥ 75th of the benchmark enterprise or ≥ the average level of the same industry;
(3) The financial year before the unlocking date Δ EVA>0。
(1) The weighted average return on net assets of the financial year before the unlocking date is ≥ 10.38%, and ≥ the 75th percentile of the benchmarking enterprise or ≥ the average level of the same industry;
The third lifting (2) the annual compound growth rate of net profit in the financial year before the unlocking date is ≥ 15% compared with that in 2020, the sales restriction period is ≥ 75th of the benchmark enterprise or ≥ the average level of the same industry;
(3) The financial year before the unlocking date Δ EVA>0。
Note: 1. The financial indicators in the above table are subject to the audited and announced financial report of the company in the current year; 2. The above indicators of "net profit" and "weighted average return on net assets" are calculated based on the net profit and net assets attributable to the shareholders of the listed company, and the above assessment indicators do not include the incentive cost arising from the implementation of the incentive plan; 3. During the validity period of equity incentive, if the company implements public offering, non-public offering or merger and reorganization, the influence of relevant factors shall be excluded in the calculation of performance indicators. 4、 Δ EVA is the improved value of economic added value.
12. The major shareholders or actual controllers who promise to hold more than 5% shares and their parents, spouses and children do not participate in the incentive plan.
13. The company promises not to provide loans and other forms of financial assistance for the incentive object to obtain relevant rights and interests under the restricted stock incentive plan, including providing guarantee for its loans.
14. The incentive object promises that if the company does not comply with the arrangement for 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.
15. The incentive plan can be implemented only after meeting the following conditions: reviewed and approved by the board of directors, approved by the state-owned assets management department and reviewed and approved by the general meeting of shareholders.
16. Within 60 days from the date when the company's general meeting of shareholders deliberates and approves the equity incentive plan, the company shall 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 shall be terminated, and the non granted restricted shares shall become invalid.
17. After the implementation of this equity incentive, the equity distribution of the company will not meet the requirements of listing conditions.
catalogue
Declare that 2 special tips 3 catalog Chapter 1 interpretation Chapter II purpose and principles of the incentive plan Chapter III Management Organization of incentive plan Chapter IV determination basis and scope of incentive objects Chapter V source, quantity and distribution of subject stocks involved in the restricted stock incentive plan Chapter VI validity period, grant date, sales restriction period, release of sales restriction and lock up period of incentive plan Chapter VII grant price of restricted shares and determination method of grant price Chapter VIII grant and release of restricted shares Chapter IX adjustment methods and procedures of equity incentive plan Chapter X accounting treatment of restricted stock incentive plan Chapter XI implementation, grant and release procedures of restricted stock incentive plan 27 Chapter XII respective rights and obligations of the company and incentive objects 29 Chapter XIII handling of abnormal situations of the company and incentive objects Chapter XIV change and termination of the incentive plan Chapter 15 principles for repurchase and cancellation of restricted shares 35 Chapter 16 Supplementary Provisions thirty-eight
Chapter I interpretation
Unless otherwise specified, in this incentive plan, the following words have the following specific meanings: the company, the company and Zhongguang index Costar Group Co.Ltd(002189)
Costar Group Co.Ltd(002189) phase II restricted stock this incentive plan refers to the incentive plan, that is, the restricted stock incentive plan for directors, senior managers, core backbone and other personnel of the company with Costar Group Co.Ltd(002189) A-Shares as the subject
The restricted stock incentive objects in this restricted stock incentive plan refer to the company's directors, senior managers and other core personnel recognized by the company's board of directors who have a direct impact on the company's operating performance and future development
Restricted stock and target stock index the company's shares granted to the incentive object by the company according to the incentive plan
Grant price refers to the price of each restricted stock granted by the company to the incentive object
The grant date refers to the date on which the company grants restricted shares to the incentive object after the implementation of the incentive plan is approved, and the grant date must be the trading day
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
After the completion of the conditions for lifting the restrictions on sales specified in the incentive plan, the incentive lifting restriction period refers to the period during which the restricted shares held by the object can be lifted and listed for circulation
The period from the date of completion of the registration of the restricted shares granted to the incentive object to the effective date refers to the period until all the restricted shares are lifted or the repurchase and cancellation are completed
CSRC refers to the China Securities Regulatory Commission
Shenzhen Stock Exchange and stock exchange refer to Shenzhen Stock Exchange
China Securities Depository and Clearing Corporation means China Securities Depository and Clearing Corporation
