Securities abbreviation: Guanglian Aviation Industry Co.Ltd(300900) securities code: 300900 Guanglian Aviation Industry Co.Ltd(300900)
Restricted stock incentive plan for 2021
(Draft) summary
December, 2001
statement
The company and all members of the board of directors and the board of supervisors guarantee that the incentive plan and its summary are true, accurate and complete, and there are no false records, misleading statements or major omissions.
hot tip
I The Guanglian Aviation Industry Co.Ltd(300900) 2021 restricted stock incentive plan (Draft) (hereinafter referred to as “the incentive plan”) is prepared by Guanglian Aviation Industry Co.Ltd(300900) (hereinafter referred to as ” Guanglian Aviation Industry Co.Ltd(300900) “, “the company” or “the company”) 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 shares and the measures for the administration of equity incentive of listed companies The guidelines for business handling of companies listed on GEM No. 5 – equity incentive, other relevant laws, administrative regulations, normative documents, the articles of association and other relevant provisions were formulated.
2、 The incentive form adopted in this incentive plan is restricted stock (class I restricted stock and class II restricted stock). The stock source is the company’s RMB A-share common stock issued by the company to the incentive object. The restricted shares granted to the incentive object under the incentive plan 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 grant conditions of the incentive plan will enjoy the due rights of their shares after being registered and transferred by China Securities Depository and Clearing Co., Ltd. Shenzhen Branch, including but not limited to the dividend rights, allotment rights, voting rights, etc.
After meeting the corresponding vesting conditions and vesting arrangements, the class II restricted shares granted to the incentive objects that meet the vesting conditions of the incentive plan will obtain the company’s A-share common shares at the vesting price during the vesting period, and these shares will be registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd, After the registration and transfer of ownership by the registration and Clearing Company, they will enjoy the due rights of their shares, including but not limited to the dividend right, allotment right, voting right, 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 number of restricted shares to be granted to the incentive objects in the incentive plan is 2.8 million shares, accounting for about 1.33% of the total share capital of the company on the announcement date of the draft incentive plan of 210.24 million shares. Among them, 2241000 restricted shares were granted for the first time, accounting for about 1.07% of the company’s total share capital of 210.24 million shares on the announcement date of the draft incentive plan and 80.04% of the total rights and interests to be granted under the incentive plan; 559000 restricted shares are reserved, accounting for about 0.27% of the company’s total share capital of 210.24 million shares on the announcement date of the draft incentive plan and 19.96% of the total rights and interests to be granted under the incentive plan. The details are as follows:
(i) Class I restricted stock
The incentive plan plans to grant 1.68 million class I restricted shares, accounting for about 0.80% of the total share capital of the company on the announcement date of the draft incentive plan and 60.00% of the total equity to be granted by the incentive plan. Among them, 1.19 million class I restricted shares were granted for the first time, accounting for about 0.57% of the total share capital of the company on the announcement date of the draft incentive plan and 42.50% of the total rights and interests to be granted under the incentive plan; 490000 class I restricted shares are reserved, accounting for about 0.23% of the total share capital of the company on the announcement date of the draft incentive plan and 17.50% of the total rights and interests to be granted under the incentive plan.
（2） Class II restricted stock
The incentive plan plans to grant 1.12 million class II restricted shares, accounting for about 0.53% of the total share capital of the company on the announcement date of the draft incentive plan and 40.00% of the total equity to be granted by the incentive plan. Among them, 1051000 class II restricted shares were granted for the first time, accounting for about 0.50% of the total share capital of the company on the announcement date of the draft incentive plan and 37.54% of the total rights and interests to be granted under the incentive plan; 69000 class II restricted shares are reserved, accounting for about 0.03% of the total share capital of the company on the announcement date of the draft incentive plan and 2.46% of the total rights and interests to be granted under the incentive plan.
As of the announcement date of the draft incentive plan, the total number of subject shares involved in the equity incentive plan within the whole validity period of the company has not exceeded 20.00% of the total share capital of the company. The cumulative number of shares of the company granted by any incentive object in the incentive plan through the equity incentive plan within the whole validity period does not exceed 1.00% of the total share capital of the company.
4、 There are 150 incentive objects granted for the first time in the incentive plan, including senior managers, middle managers and core technical (business) personnel in the company (including subsidiaries, the same below) when the company announces the incentive plan, excluding Guanglian Aviation Industry Co.Ltd(300900) independent directors, supervisors and foreign employees.
Reserved incentive objects refer to those who have not been determined when the plan is approved by the general meeting of shareholders but have been paid during the duration of the plan
The incentive objects included in the incentive plan shall be determined within 12 months after the plan is considered and approved by the general meeting of shareholders. The criteria for determining the reserved incentive object shall be determined with reference to the criteria for the first award.
5、 The grant price of class I restricted shares granted for the first time in the incentive plan is 17.24 yuan / share, which is reserved
The grant price of some class I restricted shares is the same as that of the class I restricted shares granted for the first time; The grant price of class II restricted shares granted for the first time is 17.24 yuan / share, and the grant price of reserved part of class II restricted shares is the same as that of class II restricted shares granted for the first time.
From the date of announcement of the incentive plan to the completion of the registration of the class I restricted shares granted to the incentive object, or
Before the vesting registration of the second type of restricted shares granted is completed, if the company has matters such as conversion of capital reserve into share capital, distribution of stock dividends, dividend distribution, share subdivision or reduction, allotment, etc., the granting price and / or quantity of restricted shares will be adjusted accordingly according to the incentive plan.
6、 The validity period of class I restricted shares in the incentive plan is from the date of grant of restricted shares to the date of incentive
The maximum period shall not exceed 48 months from the date when all restricted shares granted to the target are lifted or repurchased and cancelled; The validity period of class II restricted shares of the incentive plan 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 first class of restricted shares granted under the incentive plan for the first time shall be divided into shares after 12 months from the date of completion of the grant
The sales restrictions are lifted in three phases, and the proportion of lifting the sales restrictions in each phase is 30%, 30% and 40% respectively; The restricted shares of class I reserved for grant shall be lifted in three phases after 12 months from the date of grant, and the proportion of lifting the restrictions in each phase shall be 30%, 30% and 40% respectively.
The class II restricted shares granted for the first time in the incentive plan shall be vested in three phases after 12 months from the date of grant, and the proportion of each phase shall be 30%, 30% and 40% respectively. The class II restricted shares reserved for grant shall be vested in three phases after 12 months from the date of grant, and the proportion of each phase shall be 30%, 30% and 40% respectively.
The lifting of restrictions / ownership arrangement and performance evaluation objectives of the granted restricted shares are shown in the table below:
Release of sales restriction / ownership arrangement performance assessment objectives
The first company to lift the restriction granted for the first time shall meet one of the following two conditions:
Type I restriction / attribution period 1. Based on the operating revenue in 2020, the growth rate of operating revenue in 2022 shall not be less than 60%; 2. Based on the net profit in 2020, the growth rate of net profit in 2022 shall not be less than 60%;
Class II restrictive the second company to lift the sales restriction shall meet one of the following two conditions:
Stock / vesting period 1. Based on the operating income in 2020, the growth rate of operating income in 2023 shall not be less than 110%; 2. Based on the net profit in 2020, the net profit growth rate in 2023 shall not be less than 110%;
The third company to lift the restriction shall meet one of the following two conditions:
/Attribution period 1. Based on the operating revenue in 2020, the growth rate of operating revenue in 2024 shall not be less than 160%; 2. Based on the net profit in 2020, the net profit growth rate in 2024 shall not be less than 160%;
The first company to lift the restriction shall meet one of the following two conditions:
Period / vesting period 1. Based on the operating revenue in 2020, the growth rate of operating revenue in 2022 shall not be less than 60%; 2. Based on the net profit in 2020, the net profit growth rate in 2022 shall not be less than 60%;
The first type of restriction and the second lifting of the restriction shall meet one of the following two conditions:
Sex shares and vesting / vesting period 1. Based on the operating income in 2020, the growth rate of operating income in 2023 shall not be less than 110%; Class II restrictive 2. Based on the net profit in 2020, the net profit growth rate in 2023 shall not be less than 110%;
A stock company shall meet one of the following two conditions:
The third step is to lift the sales restriction. 1. Based on the operating revenue in 2020, the growth rate of operating revenue in 2024 shall not be less than 160%; Period / vesting period 2. Based on the net profit in 2020, the net profit growth rate in 2024 shall not be less than 160%
Note: 1. The above “operating income” refers to the audited operating income of the listed company
2. The above “net profit” refers to the audited net profit attributable to the shareholders of the listed company after deducting non recurring profits and losses, but
The value excluding the impact of share based payment fees of this and other incentive plans shall be used as the calculation basis.
8、 If the company does not have the provisions of the measures for the administration of equity incentive of listed companies, it shall not implement equity incentive
The following situation:
(i) The financial and accounting report of the latest fiscal year has been given a negative opinion by the certified public accountant or cannot be reported
Audit reports with opinions;
（2） The internal control over the financial report of the most recent fiscal year was given a negative opinion by the certified public accountant or could not be improved
Audit reports expressing opinions;
（3） Within the last 36 months after listing, the company has failed to comply with laws and regulations, the articles of association and public commitments
Profit distribution of the bank;
（4） Equity incentive is not allowed according to laws and regulations;
（5） Other circumstances recognized by the CSRC.
9、 The incentive object of this incentive plan does not have the following circumstances that may not be the incentive object specified in the measures for the administration of equity incentive of listed companies:
(i) 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.
10、 Guanglian Aviation Industry Co.Ltd(300900) commitment: the company will not provide loans and other forms of financial assistance for the incentive objects of the incentive plan to obtain restricted shares through the plan, including providing guarantee for their loans.
11、 Guanglian Aviation Industry Co.Ltd(300900) commitment: there are no false records, misleading statements or major omissions in the information disclosure documents related to the incentive plan.
12、 The incentive object of the incentive plan 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, 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.
13、 The incentive plan can be implemented only after it is reviewed and approved by the special resolution of the general meeting of shareholders of the company.
14、 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 for the first time in accordance with relevant regulations within 60 days (if there are conditions for granting rights and interests, calculated from the achievement of the conditions), and complete the 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 provisions of the measures for the administration of equity incentive of listed companies and the guide for business handling of companies listed on the gem No. 5 – equity incentive, the period during which rights and interests shall not be granted shall not be calculated within 60 days.
15、 The implementation of the incentive plan will not result in the company’s equity distribution not meeting the listing conditions.
catalogue
Declare that 2 special tips Chapter 1 interpretation Chapter II purpose of this incentive plan 9 Chapter III Management Organization of this incentive plan Chapter IV determination basis and scope of incentive objects 11 I. determination basis of incentive object 11 II. Incentive
