Securities code: Shen Zhen Australis Electronic Technology Co.Ltd(300940) securities abbreviation: Shen Zhen Australis Electronic Technology Co.Ltd(300940) Shen Zhen Australis Electronic Technology Co.Ltd(300940)
Restricted stock incentive plan for 2022
(Draft)
Shen Zhen Australis Electronic Technology Co.Ltd(300940)
March, 2002
Statement
All members of the board of directors of the company 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 measures for the administration of equity incentive of listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the self discipline supervision guide No. 1 of GEM listed companies of Shenzhen Stock Exchange – business handling and other relevant laws, regulations and normative documents, And the formulation of Shen Zhen Australis Electronic Technology Co.Ltd(300940) articles of association.
2、 The incentive tools adopted in this incentive plan are restricted stocks (class I restricted stocks and class II restricted stocks). The source of stock is Shen Zhen Australis Electronic Technology Co.Ltd(300940) (hereinafter referred to as “the company” or “the company”) to issue A-share common stock to the incentive object.
3、 The incentive plan plans to grant a total of 3.4242 million shares to the incentive objects, accounting for about 2.89% of the company’s total share capital of 1184257 million shares at the time of announcement of the draft incentive plan.
Among them, the first type of restricted shares to be granted to the incentive object in the incentive plan is 684800 shares, accounting for 0.58% of the total capital stock of the company at the time of announcement of the draft incentive plan, and 20% of the total rights and interests to be granted in the incentive plan.
The second type of restricted shares to be granted to the incentive objects in the incentive plan is 2.7394 million shares, accounting for 2.31% of the total share capital of the company at the time of announcement of the draft incentive plan and 80% of the total equity to be granted in the incentive plan.
The total number of underlying shares involved in all equity incentive plans of the company within the validity period does not exceed 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 the equity incentive plans within the validity period shall not exceed 1.00% 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 class I restricted shares and class II restricted shares in the incentive plan is 15.26 yuan / share.
From the date of announcement of the draft incentive plan to the completion of the registration of the first type of restricted shares granted to the incentive object or the vesting of the second type of restricted shares granted to 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 grant price and the number of restricted shares granted / vested will be adjusted accordingly in accordance with the relevant provisions of this incentive plan.
5、 The total number of incentive objects granted by the incentive plan is 123, including directors, senior managers, middle-level managers, core technology (business) backbones and other personnel (excluding independent directors and supervisors) who work in the company (including subsidiaries) when the company announces the incentive plan. 6、 The validity period of class I restricted shares of the incentive plan is from the date of completion of the registration of the grant of restricted shares to the date of completion of the cancellation of all restricted shares, with a maximum of 48 months; The validity period of class II restricted shares in the incentive plan is from the date of grant of restricted shares to the date of all ownership or invalidation, and the longest period shall not exceed 48 months. The restricted shares granted to the incentive object will be released from the restriction / attribution in several times according to the agreed proportion, and the release of the restriction / attribution of rights and interests each time shall be subject to the corresponding conditions for the release of the restriction / attribution.
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:
(I) the audit report of the financial accounting report of the latest fiscal year issued by the certified public accountant with a negative opinion or unable to express an opinion;
(II) the internal control of the financial report of the most recent fiscal year is given a negative opinion or unable to express an opinion by the certified public accountant;
(III) failure to distribute profits in accordance with laws and regulations, the articles of association and public commitments within the last 36 months after listing;
(IV) equity incentive is prohibited by laws and regulations;
(V) other circumstances recognized by the CSRC.
8、 The incentive objects of this incentive plan do not include the company’s supervisors and independent directors. 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, and there are no following circumstances that may not be the incentive object:
(I) being identified as an inappropriate candidate by the stock exchange within the last 12 months;
(II) being identified as an inappropriate candidate by the CSRC and its dispatched offices within the last 12 months;
(III) 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;
(IV) those who are not allowed to serve as directors or senior managers of the company as stipulated in the company law of the people’s Republic of China;
(V) those who are not allowed to participate in the equity incentive of listed companies according to laws and regulations;
(VI) 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 in accordance with the incentive plan, including providing guarantee for its loans.
10、 The incentive plan is drafted by the remuneration and assessment committee of the board of directors of the company, submitted to the board of directors of the company for deliberation and approval, and can be implemented only after it is deliberated and approved by the general meeting of shareholders of the company.
11、 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 within 60 days in accordance with relevant regulations to carry out relevant procedures such as the grant, registration and announcement of class I restricted shares to the incentive objects (the period during which the company shall not grant class I restricted shares shall not be included in the 60 day period), and the grant, registration and announcement of class II restricted shares Announcement and other relevant procedures. If the company fails to complete the above work within 60 days, it shall disclose the reasons for the failure in time, announce the termination of the implementation of the incentive plan, and the non granted restricted shares shall become invalid.
12、 The implementation of the equity incentive plan will not lead to the non-compliance with the requirements of the listing.
catalogue
Declare that 2 special tips 3 chapter I interpretation Chapter II purpose and principles of this incentive plan Chapter III Management Organization of this incentive plan Chapter IV determination basis and scope of incentive objects Chapter V specific contents of incentive plan Chapter VI implementation procedures of restricted stock incentive plan Chapter VII adjustment methods and procedures of restricted stock incentive plan Chapter VIII accounting treatment of restricted stocks Chapter IX respective rights and obligations of the company / incentive object 35 Chapter X handling of changes in the company / incentive object 37 Chapter XI Supplementary Provisions forty
Chapter I interpretation
Unless otherwise specified, the following words have the following meanings in this article: Shen Zhen Australis Electronic Technology Co.Ltd(300940) , the company, the company, and the company in Shen Zhen Australis Electronic Technology Co.Ltd(300940) city
This incentive plan refers to Shen Zhen Australis Electronic Technology Co.Ltd(300940) 2022 restricted stock incentive plan
According to the conditions and prices specified in the incentive plan, the first type of restricted shares granted to incentive objects by the company refers to a certain number of company shares, which are set with a certain period of restricted sale period. The restricted sale and circulation can be lifted only after the conditions for lifting the restricted sale specified in the incentive plan are met
The second type of restricted stock refers to the shares of the company obtained and registered by the incentive objects who meet the conditions of the incentive plan after meeting the corresponding attribution conditions
In accordance with the provisions of this incentive plan, the directors, senior managers, middle managers, core technology (business) backbones and other personnel deemed necessary by the board of directors of the company (including the company referred to as the incentive object of the subsidiary) that obtains restricted shares
Grant date refers to the date on which the company grants restricted shares to incentive objects
The grant price refers to the price of each restricted stock granted by the company to the incentive object
The period from the date of completing the registration of class I restricted shares or the date of granting the valid promissory note of class II restricted shares to the date when all the restricted shares granted to the incentive object are released from the restriction / ownership or the cancellation / invalidation of repurchase
The restricted sale period refers to the period during which the class I restricted shares granted to the incentive object under the incentive plan are prohibited from being transferred, used for guarantee and debt repayment
The period of lifting the restriction on sale refers to the period during which the restricted shares of the first class held by the incentive object can be lifted and listed for circulation after the conditions for lifting the restriction on sale specified in the incentive plan are met
The conditions for lifting the restriction on sale refer to the conditions that must be met for the incentive object to obtain the first type of restricted shares to lift the restriction on sale according to the incentive plan
Attribution refers to the behavior that the listed company registers the shares in the account of the incentive object after the incentive object of the second type of restricted stock meets the benefit conditions
Attribution conditions refer to the benefit conditions set up by the restricted stock incentive plan, and the incentive object is to obtain the second type of incentive stock
Vesting date refers to the date on which the granted shares are registered after the incentive objects of class II restricted shares meet the benefit conditions. It must be the trading day
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
Listing Rules refers to the Listing Rules of Shenzhen Stock Exchange gem
The self regulatory guide refers to the self regulatory guide for companies listed on the gem of Shenzhen Stock Exchange No. 1 – business handling
The articles of association refers to the Shen Zhen Australis Electronic Technology Co.Ltd(300940) articles of association
CSRC refers to the China Securities Regulatory Commission
Stock exchange refers to Shenzhen Stock Exchange
Yuan means RMB yuan
Note: 1. Unless otherwise specified, the financial data and financial indicators quoted in this plan refer to the financial data in the consolidated statement and the financial indicators calculated based on such financial data. 2. If there is any difference in the mantissa between the sum of some total figures and each detailed figure in the plan, it is caused by rounding.
Chapter II purpose and principle of the incentive plan
In order to further establish and improve the company’s long-term incentive mechanism, attract and retain excellent talents, fully mobilize the enthusiasm of the company’s core team, effectively combine the interests of shareholders, the company and the personal interests of the core team, make all parties pay common attention to the long-term development of the company, and ensure the realization of the company’s development strategy and business objectives, On the premise of fully protecting the interests of shareholders, this incentive plan is formulated in accordance with the principle of matching income and contribution, and in accordance with the provisions of relevant laws, regulations and normative documents such as the company law, the securities law, the administrative measures, the listing rules, the guide to self regulatory supervision and the articles of association.
As of the announcement date of the incentive plan, the company has no interest in directors and supervisors
