Securities code: Beijing Kingsoft Office Software Inc(688111) securities abbreviation: Beijing Kingsoft Office Software Inc(688111) Beijing Kingsoft Office Software Inc(688111)
Restricted stock incentive plan 2022
(Draft)
Beijing Kingsoft Office Software Inc(688111)
March 2022
Statement
The board of directors and all 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 responsibility 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 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 Listing Rules of the Shanghai Stock Exchange, the measures for the administration of equity incentive of listed companies, the self regulatory guide for listed companies on the science and Innovation Board No. 4 – disclosure of equity incentive information and other relevant laws, regulations and normative documents, as well as the Beijing Kingsoft Office Software Inc(688111) articles of association.
2、 The incentive tool adopted in this incentive plan is restricted stock (the second type of restricted stock). The source of stock is Beijing Kingsoft Office Software Inc(688111) (hereinafter referred to as ” Beijing Kingsoft Office Software Inc(688111) “, “the company”, “the company” or “listed company”) to issue A-share common stock 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 in Shanghai Branch of 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 incentive plan intends to grant 1 million restricted shares to the incentive objects, accounting for about 0.22% of the total share capital of 461 million shares at the time of announcement of the draft incentive plan. Among them, 800000 shares were granted for the first time, accounting for about 0.17% of the total share capital of the company when the draft incentive plan was announced, and the part granted for the first time accounted for 80.00% of the total equity granted this time; 200000 shares are reserved, accounting for about 0.04% of the total share capital of the company when the draft incentive plan is announced, and the reserved part accounts for 20.00% of the total equity granted this time.
The company’s 2021 restricted stock incentive plan (Draft) approved by the company’s 2020 annual general meeting of shareholders is still being implemented. 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 when the incentive plan was submitted to the general meeting of shareholders. The shares of the company granted by any incentive object in the 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 plan is submitted to the general meeting of shareholders for deliberation.
4、 The grant price of restricted shares in the plan shall not be less than 45.86 yuan / share. On the premise of controlling share based payment expenses, the company authorizes the board of directors of the company to finally determine the initial grant price based on the closing price of the company’s shares on the grant date, but the grant price shall not be less than 45.86 yuan / share.
From the announcement date of this incentive plan to the time when the incentive object is granted restricted shares, and from the time when the incentive object is granted restricted shares to the time when the incentive object is vested, in case of capital reserve conversion to share capital, distribution of stock dividends, share splitting or reduction, allotment and dividend distribution, the granting price and quantity of restricted shares will be adjusted accordingly in accordance with the relevant provisions of this incentive plan.
5、 The total number of incentive objects granted for the first time in this incentive plan is 127. Including the core management personnel and technical backbone who worked in the company (including subsidiaries) when the company announced the plan.
Reserved incentive objects refer to the incentive objects that have not been determined when the incentive plan is approved by the general meeting of shareholders, but are included in the incentive plan during the duration of the incentive plan, which shall be determined within 12 months after the incentive plan is reviewed 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.
6、 The validity period of this incentive plan shall be no more than 60 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. The restricted shares granted to the incentive object will be vested in several times according to the agreed proportion, and each equity vesting shall be subject to meeting the corresponding vesting conditions.
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 participating in the 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 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; (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 can be implemented only after being deliberated and approved by the general meeting of shareholders of the company.
11、 The implementation of this incentive plan will not result in the equity distribution not meeting the requirements of listing conditions.
Declare that 2 special tips Chapter 1 interpretation Chapter II purpose and principle of this incentive plan Chapter III Management Organization of this incentive plan Chapter IV determination basis and scope of incentive objects Chapter V incentive methods, sources, quantity and distribution of restricted stocks Chapter VI validity period, grant date, ownership arrangement and lock up period of this incentive plan Chapter VII grant price of restricted shares and determination method of grant price Chapter VIII vesting and vesting conditions of restricted shares Chapter IX implementation procedures of restricted stock incentive plan Chapter 10 adjustment methods and procedures of restricted stock incentive plan Chapter XI accounting treatment of restricted stocks 27 Chapter XII respective rights and obligations of the company / incentive object 29 Chapter 13 handling of changes in the company / incentive object 31 chapter XIV Supplementary Provisions thirty-four
Chapter I interpretation
Unless otherwise specified, the following words have the following meanings in this article:
Beijing Kingsoft Office Software Inc(688111) , the company, the company and the listed company refer to Beijing Kingsoft Office Software Inc(688111)
This incentive plan refers to Beijing Kingsoft Office Software Inc(688111) 2022 restricted stock incentive plan
Restricted shares and class II restricted shares refer to the shares of the company obtained and registered by incentive objects who meet the grant conditions of the incentive plan after meeting the corresponding attribution conditions
Incentive objects refer to the core management personnel and technical backbone of the company (including subsidiaries) that obtains restricted shares in accordance with the provisions of this incentive plan.
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 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 of a listed company to register its shares in the account of the incentive object after the restricted stock incentive object 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 incentive stock
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
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 Shanghai Stock Exchange’s Sci tech innovation board
The self regulatory guide refers to the self regulatory guide for listed companies on the science and Innovation Board No. 4 – disclosure of equity incentive information
The articles of association refers to the Beijing Kingsoft Office Software Inc(688111) articles of association
CSRC refers to the China Securities Regulatory Commission
Stock exchange refers to Shanghai Stock Exchange
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 draft refer to the financial data of the consolidated statement and the financial data based on this kind of financial data
According to the calculated financial indicators.
2. In this draft, the difference in the mantissa between the sum of some total numbers and each detailed number is caused by rounding.
Chapter II purpose and principle of the incentive plan
1、 Purpose of this 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, and enable all parties to jointly pay attention to and promote the long-term development of the company, on the premise of fully protecting the interests of shareholders, in accordance with the principle of equal incentive and restraint, This incentive plan is formulated in accordance with the company law, securities law, administrative measures, listing rules, self regulatory guidelines and other relevant laws, regulations, normative documents and the articles of association.
2、 Brief information of other equity incentive plans and long-term incentive mechanisms
As of the announcement date of this incentive plan, the company is also implementing the restricted stock incentive plan in 2021. This incentive plan is independent of the restricted stock incentive plan in 2021 being implemented, and there is no relevant connection.
The 2021 restricted stock incentive plan was reviewed and approved by the 14th meeting of the second board of directors held on May 12, 2021 and the 2020 annual general meeting of shareholders held on June 2, 2021 and came into force. On June 2, 2021, the company held the 15th meeting of the second board of directors and the 13th meeting of the second board of supervisors, and agreed to grant 700000 class II restricted shares to 223 incentive objects for the first time at the grant price of 45.86 yuan / share. On December 28, 2021, the company held the 21st Meeting of the second board of directors and the 18th meeting of the second board of supervisors, and agreed to adjust the price of restricted stock grant (including reserved grant) in 2021 from 45.86 yuan / share to 45.26 yuan / share, and to 13 incentive objects at the grant price of 45.26 yuan / share
