Securities code: Topsec Technologies Group Inc(002212) securities abbreviation: Topsec Technologies Group Inc(002212) Announcement No.: 2022026 Topsec Technologies Group Inc(002212)
“Striver” phase I stock option incentive plan
(Draft) summary
Topsec Technologies Group Inc(002212)
March, 2002
statement
The board of directors, the board of supervisors and all directors and supervisors of the company 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.
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, other relevant laws, regulations, rules and normative documents, as well as the Topsec Technologies Group Inc(002212) articles of Association.
2、 The stock source of the incentive plan is the company’s directional issuance of Topsec Technologies Group Inc(002212) (hereinafter referred to as “the company” or “the company”) A shares of common stock to the incentive object.
3、 The incentive plan plans to grant 7127035 million stock options to the incentive objects, involving A-share common shares, accounting for about 6.01% of the total share capital of the company at the time of announcement of the draft incentive plan. Among them, 64770350 shares were granted for the first time, accounting for about 5.4621% of the total share capital of the company at the time of announcement of the draft incentive plan, and the part granted for the first time accounted for 90.88% of the total equity granted this time; 6.5 million copies are reserved, accounting for about 0.5481% of the total share capital of the company when the draft incentive plan is announced, and the reserved part accounts for 9.12% of the total equity granted this time. Under the condition of meeting the exercise conditions, each stock option has the right to purchase one share of the company’s shares at the exercise price during the exercise period.
As of the announcement date of the draft incentive plan, the subject shares involved in the equity incentive plan of the company (excluding the part that has been exercised / lifted the restriction / cancellation) still within the validity period include 10269612 shares of stock options and restricted stock incentive plan stock options of the company in 2019 and 11320048 shares of restricted stock; In 2020, there were 6994783 million stock options and 7913846 million restricted shares in the stock option and restricted stock incentive plan; In 2021, there were 3.8256 million stock options and 2.058 million restricted shares in the stock option and restricted stock incentive plan, and the total effective equity of the above equity incentive plan was 42829689 million shares (shares). As the incentive plan plans to grant 7127035 million stock options to the incentive objects, the total number of subject shares involved in all equity incentive plans within the validity period of the company is 114100039 million, accounting for about 9.6221% of the total share capital of the company on the announcement date of the draft incentive plan.
The total number of underlying shares involved in all equity incentive plans of the company within the validity period shall not exceed 10% of the total share capital of the company. The cumulative shares of the company granted by any incentive object through all equity incentive plans within the validity period shall not exceed 1% of the total share capital of the company.
During the period from the date of announcement of the draft incentive plan to the completion of the exercise registration of stock options by the incentive object, if the company has matters such as the conversion of capital reserve into share capital, distribution of stock dividends, stock subdivision or reduction, allotment and so on, the number of stock options and the total number of underlying shares involved will be adjusted accordingly.
4、 The exercise price of stock options granted under the incentive plan is 9.65 yuan / share.
During the period from the date of announcement of the draft incentive plan to the completion of the exercise of stock options by the incentive object, if the company has matters such as the conversion of capital reserve into share capital, distribution of stock dividends, stock subdivision or reduction, allotment and dividend distribution, the exercise price of stock options will be adjusted accordingly.
5、 The total number of incentive objects granted by the incentive plan for the first time is 1270, including qualified directors, senior managers, core managers of the company and its subsidiaries, and core business (technical) personnel of the company and its subsidiaries when the company announces the incentive 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 stock options in this incentive plan is from the date of completion of the first grant registration to the date of exercise or cancellation of all stock options, and the longest period shall not exceed 72 months.
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. Shareholders or actual controllers who individually or jointly hold more than 5% of the company’s shares and their spouses, parents and children do not participate in the incentive plan. 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 stock options according to the incentive plan, including providing guarantee for its loans.
10、 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.
11、 The incentive plan can be implemented only after being deliberated and approved by the general meeting of shareholders of the company. 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 the incentive object according to relevant regulations, and complete the announcement, registration and other relevant procedures. 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 equity incentive plan, and the stock options not granted shall become invalid. The reserved part shall be granted within 12 months after the incentive plan is reviewed and approved by the general meeting of shareholders of the company.
12、 The implementation of this incentive plan will not result in the company’s equity distribution not meeting the requirements of listing conditions.
catalogue
Chapter I interpretation 5 chapter II purpose and principle of this incentive plan 6 Chapter III Management Organization of this incentive plan Chapter IV determination basis and scope of incentive objects Chapter V stock source, quantity and distribution of this incentive plan Chapter VII exercise price of stock options and determination method of exercise price Chapter VIII conditions for granting and exercising stock options Chapter IX adjustment methods and procedures of stock option incentive plan Chapter X accounting treatment of stock options Chapter XI handling of changes in the company / incentive object 25 Chapter XII Supplementary Provisions twenty-eight
Chapter I interpretation
Unless otherwise specified, the following words have the following meanings in this article:
Topsec Technologies Group Inc(002212) , the company and the company refer to Topsec Technologies Group Inc(002212)
This incentive plan refers to the first stock option incentive plan of Topsec Technologies Group Inc(002212) “striver”
Stock options and options refer 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
In accordance with the provisions of this incentive plan, the incentive objects of directors and senior managers of the company who have obtained stock options refer to employees, core managers and core business (technical) personnel of the company and its subsidiaries
Grant date refers to the date on which the company grants stock options to incentive objects, and the grant date must be the trading day
The waiting period refers to the period between the date when the registration of stock option grant is completed and the date when the stock option is exercisable
Exercise refers to the behavior that the incentive object purchases the underlying stock according to the conditions set in the incentive 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 incentive 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
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
The articles of association refers to the Topsec Technologies Group Inc(002212) articles of association
CSRC refers to the China Securities Regulatory Commission
Stock exchange refers to Shenzhen Stock Exchange
Yuan means RMB yuan
Note: 1. Unless otherwise specified, the financial data and financial indicators quoted in the summary of this draft refer to the financial data of 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 numbers and each detailed number in the summary of this draft, it is caused by rounding.
Chapter II purpose and principle of the incentive plan
The company’s main business focuses on the field of network security, which belongs to a typical knowledge intensive and technology intensive industry. In the environment of increasingly fierce talent competition in the industry, the core element of network security construction is network security talents, and the competition in network security space is talent competition in the final analysis. Therefore, the company has always been committed to improving the internal employee incentive mechanism, continuously launching incentive schemes in line with the company’s development needs, providing necessary guarantee for retaining and Attracting key core technical talents, and providing necessary support for solid talent competition strength. On the premise of fully protecting the interests of shareholders, this incentive plan is formulated in accordance with the principle of equal income and contribution, relevant laws, regulations and normative documents such as the company law, the securities law, the administrative measures and the articles of association.
The specific purposes of the company to launch this incentive plan are as follows:
(I) realize the deep binding between key core personnel and the long-term growth value of the company.
The incentive object of this incentive plan is the core key personnel who play an important role in the overall performance and medium and long-term development of the company. While continuously promoting the implementation of the company’s strategy, business expansion and efficiency improvement, the company provides longer-term incentives for the value created by employees, and promotes the deep binding of important core personnel with the company’s long-term growth value, which is conducive to giving full play to the subjective initiative of the core team, taking the initiative to assume the responsibility for the company’s long-term development and growth, constantly improving business performance and strengthening the company’s long-term competitive advantage, Ensure the realization of the company’s strategy and long-term business objectives.
(II) ensure the realization of the company’s strategy and business objectives and bring more efficient and lasting returns to shareholders. In order to seize the development opportunities of the industry, continuously improve competitiveness and achieve the company’s strategy and business objectives, the company level performance assessment objectives of the employee stock ownership plan are mainly the target of net profit growth rate, supplemented by the target of operating income growth rate. The target of net profit growth rate can truly reflect the profitability of the company. It is an effective index to measure the operating efficiency of the enterprise and the final embodiment of the growth of the enterprise; The target of operating revenue growth rate can truly reflect the company’s operation and market conditions, and is one of the important indicators to predict the company’s business expansion trend. The setting of the company’s performance assessment objectives is based on the company’s historical performance, industry development, market competition and the company’s future development plan and other relevant factors, focusing on the goal of net profit growth rate that truly reflects the company’s profitability and growth. It is challenging and helps to further improve the company’s competitiveness and mobilize the enthusiasm of employees, so as to ensure the realization of the company’s future development strategy and business objectives, Bring more efficient and lasting returns to shareholders.
Chapter III Management Organization of the incentive plan
1、 As the highest authority of the company, the general meeting of shareholders is responsible for reviewing and approving the implementation, change and implementation of the incentive plan
