Securities abbreviation: Ningbo Zhenyu Technology Co.Ltd(300953) securities code: Ningbo Zhenyu Technology Co.Ltd(300953) Ningbo Zhenyu Technology Co.Ltd(300953)
2022 restricted stock incentive plan (Draft) Ningbo Zhenyu Technology Co.Ltd(300953)
March, 2002
statement
The company and all directors and supervisors guarantee that there are no false records, misleading statements or major omissions in the draft incentive plan and its abstract, and bear individual and joint legal liabilities for its authenticity, accuracy and completeness.
All incentive objects of the company promise that if the company’s information disclosure documents have false records, misleading statements or major omissions, resulting in non-compliance with the granted rights and interests or equity ownership arrangements, 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 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 Listing Rules of GEM stocks of Shenzhen Stock Exchange (revised in December 2020), 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, as well as the Ningbo Zhenyu Technology Co.Ltd(300953) articles of association.
2、 The stock incentive plan (hereinafter referred to as “restricted stock incentive plan”) and “restricted stock incentive plan” are the incentive tools adopted by the plan. The stock source is the company’s A-share common stock issued by the company to the incentive object.
After meeting the corresponding attribution conditions, the incentive objects who meet the grant conditions of the incentive plan will obtain the additional A-share common shares issued by the company in batches at the grant price, and these shares will be registered with China Securities Depository and Clearing Co., Ltd. The restricted stock granted to the incentive object does not enjoy the rights of shareholders of the company before it is vested, and the restricted stock shall not be transferred, used for guarantee or debt repayment.
3、 The total amount of class II restricted shares to be granted to incentive objects in the plan is 4253000 shares, accounting for 4.57% of the total share capital of the company at the time of announcement of the draft incentive plan. Among them, 4028000 shares were granted for the first time, accounting for 4.33% of the company’s total share capital of 93.08 million shares when the incentive plan was announced, and 94.71% of the total equity granted this time; 225000 shares are reserved, accounting for 0.24% of the company’s total share capital of 93.08 million shares when the incentive plan is announced, and the reserved part accounts for 5.29% of the total equity granted this time. The total number of subject shares involved in all equity incentive plans within the validity period of the company does not exceed 20% of the total share capital of the company. The cumulative number of company shares granted by any incentive object of the plan through all equity incentive plans within the validity period does not exceed 1% of the total share capital of the company.
The reserved part will specify the granting object of reserved restricted shares within 12 months after the plan is considered and approved by the general meeting of shareholders. The grant of the reserved part shall be proposed by the board of directors, the independent directors and the board of supervisors shall give clear opinions, and the lawyers shall give professional opinions and issue legal opinions. After the company makes sufficient information disclosure on the specified website, including the incentive share, the position of the incentive object, the grant price and other details, the grant shall be made according to the provisions of this plan.
4、 The grant price (including reserved) of restricted shares in the incentive plan is 57.51 yuan / share. Before each grant of reserved restricted shares, the board of directors must be convened to consider and pass relevant proposals, and the summary of the grant shall be disclosed.
5、 During the period from the date of announcement of the incentive plan to the completion of the ownership of restricted shares by 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 and dividend distribution, the grant price and quantity of restricted shares will be adjusted accordingly.
6、 The incentive objects of this plan include senior managers of the company, core managers of the company and its subsidiaries, core technology (business) backbone and other personnel that the board of directors deems necessary. The independent directors and supervisors of the company are not within the scope of incentive objects of this plan and comply with 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. The incentive object of this plan does not have the following circumstances that may not become an 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.
The total number of first incentive objects of the plan is 153. The reserved incentive object refers to the incentive object that has not been determined when the plan is approved by the general meeting of shareholders, but is included in the incentive plan during the duration of the plan. It shall be determined within 12 months after the incentive 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 first award criteria. If the incentive object is not specified for more than 12 months, the reserved restricted shares shall become invalid.
7、 The validity period of this incentive plan shall be no more than 84 months from the date of the first grant of restricted shares to the date when all the restricted shares granted to the incentive object are vested or invalid.
8、 The company does not have the following circumstances under which 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. The company has not distributed its profits in accordance with the laws and regulations within 36 months after the listing;
4. Equity incentive is not allowed according to laws and regulations;
5. Other circumstances recognized by the CSRC.
9、 The source of funds for the incentive object to participate in the incentive plan is legal and in compliance with the provisions of Article 21 of the management measures. The company promises not to provide loans and other forms of financial assistance for the incentive object to obtain relevant rights and interests according to the plan, including providing guarantee for its loans.
10、 All incentive objects promise that if the company’s information disclosure documents have false records, misleading statements or major omissions, resulting in non-compliance with the granted rights and interests or equity ownership arrangements, 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.
11、 The plan can be implemented only after being deliberated and approved by the general meeting of shareholders of the company.
12、 Within 60 days from the date when the plan is reviewed and approved by the general meeting of shareholders of the company, the company will convene the board of directors in accordance with relevant regulations to grant the incentive object for the first time, and complete the announcement and other relevant procedures. The grant date shall be the trading day. If the company fails to complete the above work within 60 days, it shall timely disclose the reasons for the failure and terminate the implementation of the plan, and the non granted restricted shares shall become invalid. According to the provisions of the administrative measures and the guidelines for business handling, the period during which a listed company may not grant rights and interests shall not be counted within 60 days. The incentive object for reserving some restricted shares shall be determined within 12 months after the plan is considered and approved by the general meeting of shareholders.
13、 The implementation of this 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 Chapter I purpose and principles of this incentive plan Chapter II management organization of this incentive plan Chapter III determination basis and scope of incentive objects Chapter IV source, quantity and distribution of restricted shares Chapter V validity period, grant date, ownership arrangement and prohibition provisions of incentive plan Chapter VI grant price of restricted shares and determination method of grant price Chapter VII conditions for granting and vesting restricted shares Chapter VIII adjustment methods and procedures of restricted stocks Chapter IX accounting treatment of restricted stocks Chapter 10 implementation procedures of restricted stock incentive plan Chapter 11 respective rights and obligations of the company and the incentive object Chapter 12 handling of changes in the company and incentive objects 33 Chapter XIII Supplementary Provisions thirty-six
interpretation
In this plan, unless otherwise specified, the following terms or abbreviations have the following meanings in this document:
Interpretation content
Ningbo Zhenyu Technology Co.Ltd(300953) , the company and the company refer to Ningbo Zhenyu Technology Co.Ltd(300953) company
Incentive plan and this incentive plan refer to Ningbo Zhenyu Technology Co.Ltd(300953) 2022 restricted stock incentive plan (Draft) and this plan
General meeting of shareholders means the general meeting of shareholders of the company
Board of directors means the board of directors of the company
Board of supervisors means the board of supervisors of the company
The company’s general manager, deputy general manager, financial officer, Secretary of the board of directors and senior management personnel specified in the articles of association and other personnel confirmed by the resolution of the board of directors to hold important positions are the company’s senior management personnel
Restricted stocks and class II restricted stocks refer to the shares of the company obtained and registered by the incentive objects who meet the grant conditions of the incentive plan after meeting the corresponding attribution conditions
The senior managers of the company and the incentive objects of the company and its subsidiaries who obtain restricted shares according to the incentive plan refer to the core management personnel, core technology (business) backbone of the company and other personnel deemed necessary by the board of directors
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 term of validity refers to the period from the date of the first grant of restricted shares to the date when all the restricted shares granted to the incentive object are vested or invalid
Attribution refers to the behavior that the company registers the corresponding part of the shares in the account of the incentive object after the incentive object of the second type of restricted stock meets the benefit conditions
Vesting date refers to the date on which the authorized shares are registered after the restricted stock incentive object meets the benefit conditions. It must be the trading day
Attribution conditions refer to the benefit conditions set up by the restricted stock incentive plan, and the incentive object is to obtain the incentive stock
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 Ningbo Zhenyu Technology Co.Ltd(300953) articles of association
The assessment management measures refer to the assessment management measures for the implementation of Ningbo Zhenyu Technology Co.Ltd(300953) 2022 restricted stock incentive plan
CSRC and CSRC refer to the China Securities Regulatory Commission
Shenzhen Stock Exchange and stock exchange refer to Shenzhen Stock Exchange
China Securities Depository and Clearing Corporation refers to Shenzhen Branch of China Securities Depository and Clearing Corporation Limited
Yuan and 10000 yuan refer to RMB yuan and 10000 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 I purpose and principle of this incentive plan
In order to further improve the corporate governance structure of the company, promote the company to establish and improve the incentive mechanism and restraint mechanism, enhance the sense of responsibility and mission of the company’s senior managers, the core managers of the company and its subsidiaries and the core technology (business) backbone to realize the sustainable and healthy development of the company, and ensure the realization of the company’s development strategy and business objectives, The company formulates this plan in accordance with the company law, securities law, administrative measures, listing rules, business handling guidelines and other relevant laws, regulations and normative documents, as well as the provisions of the articles of association.
1、 Purpose of this incentive plan
(I) further establish and improve the corporate governance structure and operation mechanism
