Securities code: Beijing Kingsoft Office Software Inc(688111) securities abbreviation: Beijing Kingsoft Office Software Inc(688111) Announcement No.: 2022015 Beijing Kingsoft Office Software Inc(688111)
2022 restricted stock incentive plan (Draft) summary announcement
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 completeness of its contents.
Important content tips:
Equity incentive method: restricted stock (class II restricted stock)
Share source: the company issues the company's A-share common stock to the incentive object or the A-share common stock repurchased by the company from the secondary market
Beijing Kingsoft Office Software Inc(688111) 2022 restricted stock incentive plan (Draft)
(hereinafter referred to as "the incentive plan" or "the plan") intends to grant 1 million restricted shares to the incentive object, accounting for about 0.22% of the total share capital of the company 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.
1、 Purpose of this incentive plan
(I) purpose of the incentive plan
In order to further establish and improve the long-term incentive mechanism of Beijing Kingsoft Office Software Inc(688111) (hereinafter referred to as " Beijing Kingsoft Office Software Inc(688111) ", "the company", "the company" or "listed company"), attract and retain outstanding talents, fully mobilize the enthusiasm of the company's core team, effectively combine the interests of shareholders, the company and the core team, and enable all parties to pay common 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 incentives and constraints, According to the company law of the people's Republic of China (hereinafter referred to as the "company law"), the securities law of the people's Republic of China (hereinafter referred to as the "Securities Law"), the measures for the administration of equity incentive of listed companies (hereinafter referred to as the "administrative measures"), and the Listing Rules of Shanghai Stock Exchange on the science and Innovation Board (hereinafter referred to as the "Listing Rules") This incentive plan is formulated in accordance with the relevant laws, regulations and normative documents such as the business guide No. 4 - equity incentive information disclosure of listed companies on the science and Innovation Board (hereinafter referred to as the "business guide") and the provisions of the Beijing Kingsoft Office Software Inc(688111) articles of Association (hereinafter referred to as the "articles of association").
(II) 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 grant some 138300 reserved class II restricted shares to 13 incentive objects at the grant price of 45.26 yuan / share. As of the announcement of this incentive plan (Draft), the above restricted shares have not reached the vesting period.
2、 The incentive method of the incentive plan and the source of the underlying stock
The incentive tool adopted in this incentive plan is the second type of restricted stock, and the source of the underlying stock involved is the company's A-share common stock issued to the incentive object or the A-share common stock repurchased by the company from the secondary market. If the stock source of the company is the A-share common stock repurchased by the company from the secondary market at that time, the company will formulate a repurchase plan in accordance with the detailed rules for the implementation of share repurchase by listed companies on Shanghai Stock Exchange and other relevant laws and regulations, perform the corresponding repurchase procedures, and disclose the repurchase fund arrangement and financial impact on the company in the repurchase plan.
3、 Number of rights and interests to be granted under the incentive plan
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
From the announcement date of the 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 of ownership, the company has matters such as the conversion of capital reserve into share capital, the distribution of stock dividends, the division of shares, the allotment of shares and the reduction of shares, and the number of restricted shares granted shall be adjusted accordingly.
4、 Determination basis and scope of incentive objects and the number of rights and interests granted to them
(I) basis for determining incentive objects
1. Legal basis for determining incentive objects
The incentive objects granted by the incentive plan are determined 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, and in combination with the actual situation of the company.
2. Job basis for determining incentive objects
The incentive objects of the incentive plan for the first time are the core managers and technical backbones who worked in the company (including subsidiaries) when the company announced the incentive plan. Incentive objects do not include directors, independent directors, supervisors, senior managers, core technicians, shareholders who individually or jointly hold more than 5% of the shares of the listed company, actual controllers of the listed company and their spouses, parents and children.
(II) total number of incentive objects
1. The total number of incentive objects involved in the first grant of this incentive plan is 127. include:
(1) Core management personnel;
(2) Technical backbone.
All the above incentive objects must have employment or labor relations with the company or its subsidiaries when the company grants restricted shares and within the assessment period specified in the incentive plan.
The incentive object of the reserved grant part shall be determined within 12 months after the incentive plan is considered and approved by the general meeting of shareholders. After the proposal of the board of directors, the explicit opinions of the independent directors and the board of supervisors, the professional opinions of lawyers and the legal opinions are issued, the company shall timely and accurately disclose the relevant information of the incentive object as required. If the incentive object is not specified for more than 12 months, the reserved rights and interests shall become invalid. The reserved incentive object shall be determined with reference to the criteria for the first award. 2. The above incentive objects include some foreign employees. The reason why the company includes them in this incentive plan is that the industry in which the company is located is the software industry and has a high degree of dependence on high-tech talents. The foreign employees to be included in this incentive plan play an indispensable role in R & D, technology and management. They are the core high-tech talents of the company and belong to the scope of key incentive of the company. Equity incentive is a commonly used incentive means for overseas companies. Foreign employees are familiar with the salary mode of cash salary plus equity incentive. The implementation of equity incentive can stabilize the existing foreign talents and attract new excellent talents. The company's inclusion in this incentive plan will contribute to the long-term development of the company.
(III) distribution of restricted shares granted to incentive objects
The distribution of restricted shares granted by the incentive plan among incentive objects is shown in the table below:
Proportion of granted restricted shares to granted restricted shares to the total number of shares in the category of incentive objects in the incentive plan proportion of shares (10000 shares) on the date of announcement
1、 127.00 key technicians and 80.00% key managers in total
2、 Reserved part 20.00% 0.04%
Total 100.00% 0.22%
Note: 1. The shares of the company granted by any of the above incentive objects through all the equity incentive plans within the validity period do not exceed 1% of the total share capital of the company. The total number of subject shares involved in all effective incentive plans of the company shall not exceed 20% of the total share capital of the company when the equity incentive plan is submitted to the general meeting of shareholders.
2. The incentive objects of this plan do not include independent directors, supervisors, shareholders who individually or jointly hold more than 5% of the shares of the listed company, the actual controllers of the listed company and their spouses, parents and children.
3. The incentive objects of the reserved part shall be determined within 12 months after the incentive plan is considered and approved by the general meeting of shareholders. After the proposal of the board of directors, the explicit opinions of the independent directors and the board of supervisors, the professional opinions of lawyers and the legal opinions are issued, the company shall timely and accurately disclose the relevant information of the incentive objects on the designated website as required.
(IV) verification of incentive objects
1. After the incentive plan is reviewed and approved by the board of directors, the company will publicize the names and positions of incentive objects internally for a period of no less than 10 days.
2. The board of supervisors of the company will review the list of incentive objects, fully listen to the publicity opinions, and disclose the explanation and verification opinions of the board of supervisors on the publicity of the list of incentive objects five days before the general meeting of shareholders of the company considers the incentive plan. The list of incentive objects adjusted by the board of directors of the company shall also be verified by the board of supervisors of the company.
5、 Relevant schedule of this incentive plan
(I) validity period of the incentive plan
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.
(II) grant date of the incentive plan
The granting date shall be determined by the board of directors after the incentive plan is deliberated and approved by the general meeting of shareholders of the company.
(III) ownership arrangement of the incentive plan
The restricted shares granted by the incentive plan will be vested in several times according to the agreed proportion after the incentive object meets the corresponding vesting conditions. The vesting date must be the trading day, but shall not be vested within the following periods:
1. Within 30 days before the announcement of the annual report and semi annual report of the listed company;
2. Within ten days before the announcement of the quarterly report, performance forecast and performance express of the listed company;
3. From the date of major events that may have a great impact on the trading price of the company's securities and their derivatives or in the decision-making process to the date of disclosure according to law;
4. Other periods stipulated by the stock exchange.
The above "major events" are transactions or other major events that the company should disclose in accordance with the Listing Rules of science and Innovation Board of Shanghai Stock Exchange.
According to different job responsibilities and incentive needs, under the premise of comprehensively considering the continuity and effectiveness of the company's equity incentive, differentiated settings are made for the attribution arrangement to improve the pertinence and accuracy of this incentive plan. The incentive objects granted for the first time in the incentive plan are divided into two categories: 121 incentive objects in the first category and 6 incentive objects in the second category. The company has set different attribution arrangements for the two types of incentive objects. The attribution period and attribution arrangement of restricted shares granted for the first time in the incentive plan are as follows:
The first type of incentive object
The proportion of the number of vested rights and interests in the total amount of granted rights and interests
The restrictive nature of the first grant shall be from the first trading day after 12 months from the date of the first grant to
33% on the last trading day within 24 months from the date of the first grant of the first vesting period
stop
The restrictive nature of the first grant shall be from the first trading day after 24 months from the date of the first grant to
33% on the last trading day within 36 months from the first grant date of the second vesting period
stop
The restrictive nature of the first grant shall be from the first trading day after 36 months from the date of the first grant to
34% on the last trading day within 48 months from the date of the first grant of the shares in the third vesting period
stop
The second type of incentive object
Vesting arrangement vesting time number of vested interests in Grant
