Stock abbreviation: Shenzhen Crastal Technology Co.Ltd(300824) Stock Code: Shenzhen Crastal Technology Co.Ltd(300824)
Shenzhen Crastal Technology Co.Ltd(300824)
Restricted stock incentive plan for 2022
(Draft)
March, 2002
Statement
The company and all directors and supervisors guarantee that there are no false records, misleading statements or major omissions in the incentive plan and its summary, and bear individual and joint legal liabilities for its authenticity, accuracy and completeness.
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 Shenzhen Crastal Technology Co.Ltd(300824) 2022 restricted stock incentive plan (Draft) (hereinafter referred to as "the incentive plan") is prepared by Shenzhen Crastal Technology Co.Ltd(300824) (hereinafter referred to as " Shenzhen Crastal Technology Co.Ltd(300824) ", "the company" or "the company") 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 GEM stocks of Shenzhen Stock Exchange and the administrative measures for equity incentive of listed companies The guidelines for self-regulation of companies listed on the growth enterprise market of Shenzhen Stock Exchange No. 1 - business handling, other relevant laws, administrative regulations and normative documents, as well as the Shenzhen Crastal Technology Co.Ltd(300824) articles of association and other relevant provisions were formulated.
2、 The company does not have the following circumstances under which equity incentive shall not be implemented as stipulated in the administrative measures for 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 has been 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.
3、 The incentive objects of this incentive plan do not have the following circumstances that may not be incentive objects as stipulated in the administrative measures for equity incentive of listed companies:
(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.
4、 The incentive form adopted in this incentive plan is restricted stock (the second type of restricted stock). The source of the underlying stock is the company's A-share common stock repurchased in the secondary market and / or the company's RMB A-share common stock issued to the incentive object.
After meeting the corresponding vesting conditions and vesting arrangements, the incentive objects who meet the vesting conditions of the incentive plan will obtain A-share common shares of the company at the grant price in several times during the vesting period, and these shares will be registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. The restricted shares granted to the incentive object shall not enjoy the rights of shareholders of the company before they are vested, and the above restricted shares shall not be transferred, used for guarantee or debt repayment.
5、 A total of 71 incentive objects are granted for the first time in this incentive plan, including directors, senior managers, core managers, core business technical backbones and some foreign employees of the company (including consolidated statement subsidiaries) when the company announces this incentive plan, but excluding independent directors and supervisors of the company.
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.
6、 The number of restricted shares to be granted to the incentive objects in the incentive plan is 2481000 shares, accounting for 1.1412% of the total share capital of the company on the announcement date of the draft incentive plan. Among them, 1984800 shares were granted for the first time, accounting for 0.9130% of the total share capital of the company on the announcement date of the draft incentive plan and 80% of the total number of restricted shares to be granted in the incentive plan; 496200 shares are reserved, accounting for 0.2282% of the total share capital of the company on the announcement date of the draft incentive plan and 20% of the total number of restricted shares to be granted in the incentive plan.
As of the date of announcement of the draft incentive plan, the total number of shares involved in all effective equity incentive plans of the company has not exceeded 10% of the total share capital of the company; The cumulative shares of the company granted by any incentive object in the incentive plan through all equity incentive plans within the validity period shall not exceed 1% of the total share capital of the company.
7、 The grant price of restricted shares granted to the incentive object for the first time in the incentive plan is 7.70 yuan / share. The grant price of some reserved restricted shares is the same as that of the restricted shares granted for the first time.
8、 From the date of announcement of the incentive plan to the date when the incentive object completes the ownership registration of restricted shares, if the company has matters such as conversion of capital reserve into share capital, distribution of stock dividends, dividend distribution, share subdivision or reduction, allotment and so on, the grant price and number of rights and interests of restricted shares will be adjusted accordingly according to the incentive plan.
9、 The validity period of this incentive plan is from the date of granting restricted shares to the date when all the restricted shares granted to the incentive object are vested or invalid, and the longest period shall not exceed 72 months.
10、 The restricted shares granted under the incentive plan shall be vested in four phases after 12 months from the date of grant, and the proportion of each phase shall be 25%, 25%, 25% and 25% respectively.
The ownership arrangement and performance evaluation objectives of the restricted shares granted for the first time and reserved are shown in the table below:
The attribution arrangement corresponds to the annual performance assessment objectives
In the first vesting period, in 2022, the company's private brand operating revenue increased by no less than 15% year-on-year in 2021; And the net profit of the company increased by no less than 10% year-on-year in 2021
In the second vesting period, in 2023, the company's private brand operating revenue increased by no less than 30% year-on-year in 2021; And the net profit of the company increased by no less than 20% year-on-year in 2021
In the third vesting period, in 2024, the company's private brand operating revenue increased by no less than 45% year-on-year in 2021; And the net profit of the company increased by no less than 30% year-on-year in 2021
In the fourth vesting period, in 2025, the company's private brand operating revenue increased by no less than 60% year-on-year in 2021; Moreover, the net profit of the company increased by no less than 40% year-on-year in 2021
Note: 1. The above "operating income of the company's own brand" refers to the operating income of the company's independently developed brand products after audit;
2. The above "net profit of the company" refers to the sum of the net profit deducting non recurring profits and losses attributable to the shareholders of the listed company and the impact of share based payment expenses related to the equity incentive plan on the current net profit, the same below.
11、 The incentive plan can be implemented only after being deliberated and approved by the general meeting of shareholders of the company.
12、 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 to grant rights and interests to the incentive objects in accordance with relevant regulations within 60 days (if there are conditions for granting rights and interests, calculated from the achievement of the conditions), and complete the announcement and other relevant procedures. If the company fails to complete the above work within 60 days, it shall timely disclose the reasons for the failure and announce the termination of the incentive plan. According to the measures for the administration of equity incentives of listed companies and the self regulatory guidelines for companies listed on the gem of Shenzhen Stock Exchange No. 1 - business handling, the period during which rights and interests cannot be granted shall not be counted as 60 days.
13、 The company promises not to provide loans and any other forms of financial assistance for the incentive objects of this restricted stock incentive plan to obtain restricted stocks through this plan, including providing guarantees for their loans.
14、 The implementation of this incentive plan will not result in the company's equity distribution not meeting the listing conditions.
catalogue
Chapter I interpretation one
Chapter II purpose and principles of this incentive plan three
Chapter III Management Organization of this incentive plan four
Chapter IV determination basis and scope of incentive objects five
Chapter V Rights and interests to be granted under the incentive plan seven
Chapter VI list of incentive objects and distribution of rights and interests to be granted eight
Chapter VII validity period, grant date, ownership arrangement and lock up period nine
Chapter VIII grant price and determination method of restricted shares twelve
Chapter IX vesting and vesting conditions of restricted shares thirteen
Chapter X adjustment methods and procedures of this incentive plan seventeen
Chapter XI accounting treatment of restricted stocks twenty
Chapter XII implementation, grant, ownership, change and termination procedures of the incentive plan twenty-one
Chapter XIII other rights and obligations of the company / incentive object twenty-four
Chapter XIV handling of this incentive plan in case of change of the company / incentive object twenty-six
Chapter 15 Supplementary Provisions twenty-nine
Chapter I interpretation
Unless otherwise specified, the following terms or abbreviations have the following meanings in this plan:
Interpretation item interpretation content
Shenzhen Crastal Technology Co.Ltd(300824) , the company, the company and the listed company refer to Shenzhen Crastal Technology Co.Ltd(300824) company's restricted stock incentive plan, this incentive plan refers to Shenzhen Crastal Technology Co.Ltd(300824) 2022 restricted stock plan and this plan 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 benefit conditions
In accordance with the provisions of this incentive plan, the directors, senior managers, core managers, core business technical backbones and some foreign employees of the company that obtains restricted shares (including the subsidiaries of the joint incentive object and financial statements)
The grant date refers to the date on which the company grants restricted shares to the incentive object, and the grant date must be the trading day
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
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
The grant price refers to the price determined by the company when granting restricted shares to the incentive object and the incentive object obtains the shares of the company
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
Remuneration Committee refers to the remuneration and assessment committee of the board of directors of the company
CSRC refers to the China Securities Regulatory Commission
Stock exchange refers to Shenzhen Stock Exchange
China Securities Depository and Clearing Corporation refers to Shenzhen Branch of China Securities Depository and Clearing Corporation Limited
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
Listing Rules refers to the Listing Rules of Shenzhen Stock Exchange gem (revised in December 2020)
Management measures
