Securities abbreviation: Shenzhen Refond Optoelectronics Co.Ltd(300241) securities code: Shenzhen Refond Optoelectronics Co.Ltd(300241) Shenzhen Refond Optoelectronics Co.Ltd(300241) 2022 stock option and restricted stock incentive plan (Draft)
Shenzhen Refond Optoelectronics Co.Ltd(300241)
March, 2002
Statement
The company and all directors and supervisors guarantee that there are no false records, misleading statements or major omissions in the plan and its summary, and bear individual and joint legal liabilities for its authenticity, accuracy and completeness.
hot tip
1. The 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, the self regulatory guidelines for companies listed on the gem of Shenzhen Stock Exchange No. 1 - business handling, other relevant laws, regulations and normative documents, and the Shenzhen Refond Optoelectronics Co.Ltd(300241) articles of association.
2. The company does not have the situation that equity incentive shall not be implemented as stipulated in Article 7 of the measures for the administration of equity incentive of listed companies.
3. The incentive object of this plan does not have the situation that it is not allowed to be an incentive object as stipulated in Article 8 of the measures for the administration of equity incentive of listed companies.
4. The incentive tools adopted in this plan are stock options and restricted stocks (class I restricted stocks). The stock source is the company's directional issuance of Shenzhen Refond Optoelectronics Co.Ltd(300241) (hereinafter referred to as "the company" or "the company") A-share common shares to the incentive objects.
5. The plan plans to grant 35.92 million shares of equity to the incentive objects, accounting for 5.25% of the company's total share capital of 684835713 shares at the time of announcement of the plan. Among them, 33373800 shares were granted for the first time, accounting for 92.91% of the total equity to be granted under the plan and 4.87% of the total capital stock of the company at the time of announcement of the plan; 2546200 shares are reserved, accounting for 7.09% of the total equity to be granted under the plan and 0.37% of the company's total share capital of 684835713 shares at the time of announcement of the plan. The details are as follows:
Stock option incentive plan: the company plans to grant 35 million stock options to incentive objects, accounting for 5.11% of the company's total share capital of 684835713 shares at the time of announcement of the plan. Among them, 32453800 shares were granted for the first time, accounting for 92.73% of the total number of options to be granted under the plan and 4.74% of the total share capital of the company at the time of announcement of the plan; 2546200 shares are reserved, accounting for 7.27% of the total number of options to be granted in the plan and 0.37% of the total share capital of the company at the time of announcement of the plan.
Restricted stock incentive plan: the company plans to grant 92000 restricted shares to incentive objects, accounting for 0.13% of the company's total share capital of 684835713 shares at the time of announcement of the plan. The grant of restricted shares is a one-time grant without reserved rights and interests.
The 2020 stock option and restricted stock incentive plan (Draft) approved by the company's first extraordinary general meeting in 2020 is still being implemented. As of the date of announcement of the draft plan, during the period of validity, the total subject shares involved in the implementation of the equity incentive plan of the company did not exceed 20% of the total share capital of the company at the time of announcement of the plan. The cumulative shares of the company granted to a single incentive object through all the equity incentive plans within the validity period do not exceed 1% of the total share capital of the company at the time of announcement of the plan.
6. The exercise price of stock options granted for the first time in the plan is 6.81 yuan / share, and the grant price of restricted shares granted is 4.00 yuan / share.
7. During the period from the date of announcement of the plan to the completion of the exercise of stock options or the registration of restricted shares by the incentive object, if the company has matters such as the conversion of capital reserve into share capital, the distribution of stock dividends, the division or reduction of shares, the allotment of shares, the dividend and so on, the granted quantity or exercise price / grant price of stock options and restricted shares will be adjusted accordingly according to the plan.
8. The total number of incentive objects granted for the first time in the plan is 679, including directors, senior managers, core management backbone and core technology (business) backbone of the company (including holding subsidiaries, the same below) (including foreign employees, excluding independent directors, supervisors, shareholders or actual controllers who individually or jointly hold more than 5% of the shares of the company and their spouses, parents and children).
Reserved incentive objects refer to the incentive objects that have not been determined when the plan is approved by the general meeting of shareholders but are included in the incentive plan during the duration of the plan, which 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.
9. The validity period of the plan shall be from the date of the first authorization of stock options or the completion of the registration of restricted stock grant to the date of the exercise or cancellation of all stock options granted to the incentive object and the lifting of the restriction or repurchase cancellation of all restricted shares, with a maximum of 48 months.
10. The company promises not to provide loans or any other form of financial assistance for the incentive object to obtain relevant stock options or restricted shares under the plan, including providing guarantee for its loans.
11. 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.
12. The plan can only be implemented after being deliberated and approved by the general meeting of shareholders of the company.
13. 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 and register the incentive objects in accordance with relevant regulations. 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 stock options and restricted stocks not granted shall become invalid (according to the measures for the administration of equity incentive of listed companies and the self discipline supervision guide for companies listed on the gem of Shenzhen Stock Exchange No. 1 - business handling, the period during which rights and interests shall not be granted shall not be counted within 60 days). The reserved part shall be granted within 12 months after the equity incentive plan is reviewed and approved by the general meeting of shareholders of the company.
14. The implementation of this plan will not result in the company's equity distribution not meeting the requirements of listing conditions.
catalogue
Chapter I interpretation Chapter II purpose and principles of the plan Chapter III Management Organization of the plan Chapter IV determination basis and scope of incentive objects Chapter V specific contents of equity incentive plan 12 Chapter VI handling of changes in the company / incentive object Chapter VII settlement mechanism of relevant disputes or disputes between the company and incentive objects 35 Chapter VIII Supplementary Provisions thirty-six
Chapter I interpretation
The company's stock incentive plan and the company's stock incentive plan have the following meanings: in this document, the company's stock incentive plan refers to the company's stock incentive plan
Stock option refers 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
According to the conditions and prices specified in the plan, the company grants a specified number of company shares to the incentive object - restricted shares. These shares 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 plan are met
According to the provisions of the plan, the directors and incentive objects of the company who obtain stock options / restricted shares include directors, senior managers, core management backbone and core technology (business) backbone
From the date of the first authorization of stock options or the date of the completion of the registration of restricted stock grant to the date of the exercise or cancellation of all stock options and the completion of the cancellation of restricted stock sale or repurchase
Authorization date and grant date refer to the date on which the company grants rights and interests to the incentive object, and the authorization / grant date must be the trading day
The waiting period refers to the period between the stock option authorization date and the stock option vesting date
According to the plan, the exercise right of the incentive object to exercise the stock options it owns refers to the exercise right in the plan, which is the behavior of the incentive object to purchase the underlying shares according to the conditions set in the 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 plan
Exercise conditions refer to the conditions that must be met for the incentive object to exercise the stock option according to the stock option incentive plan
The grant price refers to the price of each restricted stock granted by the company to the incentive object
The restricted sale period refers to the period during which the restricted shares granted to the incentive object under the plan are prohibited from being transferred, used for guarantee and debt repayment
The release period refers to the period during which the restricted shares held by the incentive object can be released and listed for circulation after the release conditions specified in the plan are met
The conditions for lifting the restrictions on sale refer to the conditions that must be met for the restricted shares obtained by the incentive object to be lifted according to the plan
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 Shenzhen Stock Exchange GEM Listing Rules (revised in December 2020)
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 Shenzhen Refond Optoelectronics Co.Ltd(300241) articles of association
CSRC refers to the China Securities Regulatory Commission
Stock exchange refers to Shenzhen Stock Exchange
Yuan means RMB yuan
Note: 1. The financial data and financial indicators quoted in this draft refer to the financial indicators within the scope of consolidated statements unless otherwise specified
2. If there is any difference in the mantissa between the sum of some total numbers and each detailed number in the summary of this draft, it is caused by rounding.
Chapter II purpose and principles of the plan
In order to further establish and improve the company's long-term incentive mechanism, attract and retain excellent talents, fully mobilize their enthusiasm and creativity, effectively combine the interests of shareholders, the interests of the company and the personal interests of the core team, and enable all parties to pay common attention to the long-term development of the company, on the premise of fully protecting the interests of shareholders, the company, in accordance with the principle of reciprocity between income and contribution, in accordance with the company law, securities law and management measures The plan is formulated in accordance with the provisions of relevant laws, regulations and normative documents such as the guide to self regulatory supervision and the articles of association.
Chapter III
