Securities abbreviation: Tongfu Microelectronics Co.Ltd(002156) securities code: Tongfu Microelectronics Co.Ltd(002156) Tongfu Microelectronics Co.Ltd(002156)
2022 stock option incentive plan
(Draft)
March 2022
statement
The company and all members of the board of directors and the board of supervisors guarantee that there are no false records, misleading statements or major omissions in the employee incentive plan and summary, and bear individual and joint legal liabilities for its authenticity, accuracy and completeness.
hot tip
1. Tongfu Microelectronics Co.Ltd(002156) (hereinafter referred to as ” Tongfu Microelectronics Co.Ltd(002156) ,” the company “,” the company “or” the listed company “) plans to implement the 2022 stock option incentive plan (hereinafter referred to as” employee incentive plan “,” the employee incentive plan “,” the incentive plan “,” the current plan “or” the plan “). The Tongfu Microelectronics Co.Ltd(002156) 2022 stock option incentive plan (Draft) (hereinafter referred to as the “draft employee incentive plan” and the “draft plan”) is Tongfu Microelectronics Co.Ltd(002156) 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 and other relevant laws, administrative regulations and rules Formulation of normative documents and the provisions of the articles of association.
2. The incentive plan intends to grant 11.2 million stock options to the incentive objects, and the subject stock involved is RMB A-share common stock, accounting for 0.84% of the total capital stock of the company on the announcement date of the incentive plan. This grant is a one-time grant without reserved rights and interests. Each stock option granted to the incentive object has the right to purchase one share of the company’s shares at the exercise price within the vesting period when the exercise conditions are met.
The total number of underlying shares involved in all equity incentive plans of the company within the validity period does not exceed 10% of the total share capital of the company. The cumulative number of shares granted to any incentive object in this incentive plan through all equity incentive plans within the validity period does not exceed 1% of the total share capital of the company.
During the period from the announcement date of the draft incentive plan to the completion of the exercise of stock options by the incentive object, if the company has matters such as the conversion of capital reserve into share capital, the distribution of stock dividends, stock subdivision or reduction, allotment and so on, the number of stock options and the total number of underlying shares involved will be adjusted accordingly.
3. The holders (incentive objects) of the employee incentive plan include directors (excluding independent directors), senior managers, core technicians, core business personnel and other employees who have a direct impact on the company’s business performance and future development (including branches, wholly-owned subsidiaries, holding subsidiaries, joint-stock subsidiaries, etc.). The total number of incentive objects granted by the incentive plan shall not exceed 870, including 5 directors (excluding independent directors) and senior managers.
4. The exercise price of stock options granted by the incentive plan is 17.85 yuan / share, and the exercise price is the higher of the following prices:
(1) The average trading price of the company’s shares on the trading day before the announcement of the draft incentive plan (total trading volume of shares on the previous trading day / total trading volume of shares on the previous trading day) is 17.18 yuan per share;
(2) The average trading price of the company’s shares in the 20 trading days before the announcement of the draft incentive plan (total stock trading volume in the first 20 trading days / total stock trading volume in the first 20 trading days) is 17.85 yuan per share.
During the period from the date of announcement of the draft incentive plan to the completion of the exercise of stock options by the incentive object, if the company has matters such as the conversion of capital reserve into share capital, distribution of stock dividends, stock subdivision or reduction, allotment and dividend distribution, the exercise price of stock options will be adjusted accordingly.
5. The validity period of this incentive plan is from the date when the registration of stock option grant is completed to the date when all stock options are exercised or cancelled, with a maximum of 48 months.
6. 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) The financial and accounting 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;
(2) The internal control of the financial report of the latest 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, 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.
7. 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 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:
(1) Being identified as an inappropriate candidate by the stock exchange within the last 12 months;
(2) In the last 12 months, it has been identified as an inappropriate candidate by the CSRC and its dispatched offices;
(3) 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;
(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 the equity incentive of listed companies according to laws and regulations;
(6) Other circumstances recognized by the CSRC.
8. The company promises not to provide loans or any other form of financial assistance to the incentive object in accordance with the relevant stock option exercise of the incentive plan, including providing guarantee for its loans.
9. 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 will return all the benefits obtained from the equity incentive plan to the company after the relevant information disclosure documents are confirmed to have false records, misleading statements or major omissions.
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 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 will be terminated, and the stock options not granted will be invalid. 12. The implementation of this incentive plan will not result in the company’s equity distribution not meeting the requirements of listing conditions.
catalogue
Declare that 2 special tips 3 catalog 6 interpretation 7 I. Basic Principles of this employee incentive plan 8 II. Purpose of this employee incentive plan 9 III. The management organization of this employee incentive plan 10 IV. determination basis and scope of the incentive object 11 v. specific contents of stock option incentive plan Vi. implementation procedures of stock option incentive plan 24 VII. Respective rights and obligations of the company / incentive object 28 VIII. Handling of changes in the company / incentive object 30 IX. Supplementary Provisions thirty-three
interpretation
In the draft plan, unless the context otherwise requires, the following abbreviations refer to the following meanings:
Tongfu Microelectronics Co.Ltd(002156) , the company, the company and the listed company refer to Tongfu Microelectronics Co.Ltd(002156)
Employee incentive plan, the employee incentive plan and the incentive plan refer to Tongfu Microelectronics Co.Ltd(002156) 2022 stock option incentive plan
Incentive plan, current plan, current plan
The draft employee incentive plan and the draft plan refer to the Tongfu Microelectronics Co.Ltd(002156) 2022 stock option incentive plan (Draft)
Stock options and options refer to the right granted by the company to the incentive object to purchase a certain number of shares of the company at a predetermined price and conditions in a certain period of time in the future
Incentive object refers to the person who obtains stock options in accordance with the provisions of this incentive plan
The term of validity refers to the period from the date when the registration of stock option grant is completed to the date when all stock options are exercised or cancelled
Grant date refers to the date on which the company grants stock options to incentive objects, and the grant date must be the trading day
Waiting period refers to the period between the date of registration of stock option grant and the date of stock option exercise
The incentive object exercises its own stock options according to the stock option incentive plan. Exercise refers to the exercise of rights in this incentive plan, that is, the incentive object purchases the underlying shares according to the conditions set in the incentive plan
The exercisable date refers to the date when the incentive object can start exercising the right. The exercisable date must be the trading day
The exercise price refers to the price at which the incentive object purchases the company’s shares as determined in the incentive plan
Exercise conditions refer to the conditions that must be met by the incentive object to exercise the stock option according to the incentive plan
CSRC refers to the China Securities Regulatory Commission
Stock exchange refers to Shenzhen Stock Exchange
Yuan, 10000 yuan and 100 million yuan refer to RMB yuan, 10000 yuan and 100 million yuan
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
The articles of association refers to the Tongfu Microelectronics Co.Ltd(002156) articles of association
Note: 1. Unless otherwise specified, the financial data and financial indicators quoted in the draft plan refer to the financial data of the consolidated statement and the financial indicators based on the consolidated statement
Financial indicators calculated from such financial data.
2. In the draft plan, the difference in the mantissa between the sum of some total figures and each detailed figure is caused by rounding.
1、 The basic principles of this employee incentive plan
(I) principle of legal compliance
The company implemented the employee incentive plan, performed the procedures in strict accordance with the provisions of laws and administrative regulations, and implemented information disclosure in a true, accurate, complete and timely manner. No one shall use the employee incentive plan to engage in securities fraud such as insider trading and manipulation of the securities market. (II) principle of voluntary participation
The company’s implementation of this employee incentive plan follows the principle of independent decision and voluntary participation of employees. The company does not force employees to participate in this employee incentive plan by means of apportionment, forced distribution, etc. (III) risk bearing principle
The holder of this employee incentive plan (incentive object) is responsible for its own profits and losses, bears its own risks, and has equal rights and interests with other investors.
2、 Purpose of this employee incentive plan
(I) establish a sharing mechanism
Establish the benefit sharing mechanism between workers and owners, realize the consistency of the interests of the company, shareholders and employees, and promote all parties to pay common attention to the long-term development of the company, so as to bring more efficient and lasting returns to shareholders. (II) improve the corporate governance structure
Based on the current critical period of the company’s business development, further improve the company’s governance structure, improve the company’s long-term and effective incentive and restraint mechanism, and ensure the company’s long-term and stable development. (III) improve the incentive system
Deepen the company’s incentive system, fully mobilize the enthusiasm and creativity of employees, attract and retain excellent management talents and core technology (business) backbone, and improve the cohesion of employees and the competitiveness of the company.
3、 Management organization of this employee incentive plan
(I) 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.
(II) 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 be submitted to the general meeting of shareholders for deliberation. The board of directors may handle other relevant matters of the incentive plan within the scope authorized by the general meeting of shareholders.
(III) the board of supervisors and independent directors are the supervisory bodies of this incentive plan, and shall be responsible for this incentive plan
