Securities code: Xgd Inc(300130) securities abbreviation: Xgd Inc(300130) Xgd Inc(300130)
2022 stock option incentive plan
(Draft)
March, 2002
statement
The company and all directors, supervisors and senior managers promise 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、 Xgd Inc(300130) (hereinafter referred to as ” Xgd Inc(300130) ” or “the company”, “the company”) 2022 stock option incentive plan (hereinafter referred to as “the incentive plan” and “the plan”) is in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China and the administrative measures for equity incentive of listed companies (hereinafter referred to as “the administrative measures”) The Shenzhen Stock Exchange GEM Listing Rules (revised in December 2020) (hereinafter referred to as the “Listing Rules”), the guide for self regulatory supervision of GEM listed companies No. 1 – business handling, other relevant laws, regulations and normative documents and the Xgd Inc(300130) articles of association are formulated.
2、 The company plans to grant 25 million stock options to incentive objects. Each stock option has the right to purchase one Xgd Inc(300130) share at the exercise price on the exercisable date within the validity of the incentive plan. The stock source of this plan is the company’s A-share common stock issued by Xgd Inc(300130) to the incentive object.
3、 The total number of underlying shares involved in the stock options granted under the plan is 25 million shares, accounting for 5.11% of the company’s total share capital of 489197278 shares at the time of announcement of the draft incentive plan. The total number of underlying shares involved in all equity incentive plans within the validity period shall not exceed 20% of the total share capital of the company. The cumulative number of shares of the company granted by any incentive object in the incentive plan through the equity incentive plan within the whole validity period shall not exceed 1% of the total share capital of the company.
4、 The exercise price of the stock options granted under the plan is 15 yuan per share, and the exercise price shall not be lower than the higher of the following prices:
1. The average trading price of the company’s shares on the trading day before the publication of the draft plan is 13.54 yuan per share; 2. The average price of the company’s shares within 20 trading days before the publication of the draft plan is 13.92 yuan per share.
5、 before the exercise of Xgd Inc(300130) stock options, the exercise price will be adjusted accordingly in case of capital reserve converted into share capital, distribution of stock dividends, share subdivision or reduction, allotment and dividend distribution; If the company issues additional shares before the exercise of stock options, the exercise price will not be adjusted.
Xgd Inc(300130) before the exercise of stock options, the amount of stock options and the total number of underlying shares involved will be adjusted accordingly in case of capital reserve converted into share capital, distribution of stock dividends, share subdivision or reduction, allotment and other matters; If the company issues additional shares before the exercise of stock options, the number of stock options and the total number of underlying shares involved will not be adjusted.
6、 Exercise arrangement
The validity period of this incentive plan is from the date of stock option authorization to the date when all the stock options granted to the incentive object are exercised or cancelled, and the longest period shall not exceed 36 months. The incentive objects of the incentive plan can exercise their rights after the expiration of the waiting period. The vesting date must be the trading day within the validity of the incentive plan, but they shall not exercise their rights during the following periods:
(I) within 30 days before the announcement of the company’s annual report and semi annual report, if the announcement date is delayed due to special reasons, it shall be calculated from 30 days before the original scheduled announcement date;
(II) within 10 days before the announcement of the company’s quarterly report, performance forecast and performance express;
(III) from the date of major events that may have a great impact on the trading price of the company’s shares and their derivatives or the date of entering the decision-making process to the date of disclosure according to law;
(IV) other periods prescribed by the CSRC and the stock exchange.
The exercise schedule of stock option granted in this plan is as follows:
The proportion of the number of exercisable options in the number of stock options granted during the exercise period
The first exercise period starts from the first trading day 12 months after the authorization date to 50% of the authorization date
Ending on the last trading day within 24 months from
The second exercise period starts from the first trading day 24 months after the authorization date to 50% of the authorization date
Ending on the last trading day within 36 months from
If the incentive object meets the exercise conditions but fails to exercise all the rights within the above exercise period, the part of the options that have not been exercised shall be cancelled by the company. If the performance conditions of any year in the exercise period fail to meet the exercise conditions, the stock options granted but not exercised in the corresponding exercise period shall be cancelled by the company. If the individual performance appraisal of the incentive object in any year during the exercise period fails to meet the standard, the stock options granted to the incentive object in the corresponding exercise period but not meeting the exercise conditions and not yet exercised according to the plan shall be cancelled by the company.
7、 Main exercise conditions
The stock options granted in this incentive plan are exercised in two phases. The exercise assessment year is from 2022 to 2023. The company will conduct performance assessment on the incentive objects annually, once every accounting year, so as to meet the performance assessment objectives as one of the exercise conditions of the incentive objects. The performance appraisal objectives in the performance appraisal are as follows:
Performance appraisal objectives in exercise period
The first exercise period of stock options is based on the net profit in 2021, and the growth rate of net profit in 2022 relative to 2021 shall not be less than 20%
The second exercise period of stock options is based on the net profit in 2021, and the growth rate of net profit in 2023 relative to 2021 shall not be less than 40%
Note: 1. “Net profit” in 2021, 2022 and 2023 refers to the audited net profit attributable to the shareholders of the listed company after deducting non recurring profits and losses, but excluding the impact of share based payment expenses of this and subsequent incentive plans as the calculation basis.
2. The performance objectives involved in the above exercise conditions of stock options do not constitute the company’s performance prediction and substantive commitment to investors. 8、 Adjustment of exercise conditions when equity financing occurs
1. If the company conducts equity financing within the validity period of the option, and the purpose of financing is to purchase assets by issuing shares as a means of payment or use the raised funds to purchase assets, the impact of financing shall be excluded when calculating the exercise conditions. The specific method is as follows: in the exercise period starting from the year after the completion of equity financing, when calculating the exercise conditions, the “net profit” used to calculate the net profit growth rate shall be the amount of net profit corresponding to deducting this part of new assets.
2. If the company conducts equity financing within the validity period of the option, the purpose of financing is not to purchase assets as a means of payment, and the raised funds are not used to purchase assets, the relevant performance indicators will not be adjusted during the exercise period starting from the year after the completion of equity financing.
3. If the company has carried out equity financing within the validity period of the option, part of the shares issued as a means of payment are used to buy assets, or part of the raised funds are used to buy assets, and the resolution date of the board of directors of the equity financing is later than the resolution date of the board of directors of this equity incentive draft, the shares issued as a means of payment are used to buy assets or part of the raised funds are used to buy assets, Eliminate the impact of this part in accordance with the provisions of paragraph 1 above; The remaining part shall not be adjusted in accordance with the provisions of paragraph 2 above.
9、 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:
1. The financial and accounting 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;
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. Failure to distribute profits in accordance with laws and regulations, articles of association and public commitments within the last 36 months after listing;
4. Equity incentive is not allowed according to laws and regulations;
5. Other circumstances recognized by the CSRC.
10、 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 administrative measures and article 8.4.2 of the listing rules, and there are no following circumstances that may not be the 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.
11、 The incentive object’s exercise funds are self raised. The company does not provide any form of financial assistance, nor does it provide any form of guarantee or commitment for it to obtain any form of financial assistance.
12、 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.
13、 The incentive plan can be implemented only after meeting the following conditions: it is reviewed and approved by the board of directors and approved by the general meeting of shareholders of the company. The shareholders’ meeting of the company’s 2022 stock option incentive plan will adopt the combination of on-site voting and online voting. The company will provide online voting platform to shareholders of the company through the trading system of Shenzhen Stock Exchange and Internet voting system. Shareholders can exercise their voting rights through the above system during online voting time.
14、 Within 60 days from the date when the general meeting of shareholders of the company deliberates and approves the stock option incentive plan, the company shall convene the board of directors in accordance with relevant regulations to authorize the incentive objects, and complete the registration, announcement and other relevant procedures. If the company fails to complete the above work within 60 days, the implementation of the incentive plan shall be terminated, and the unauthorized stock options shall become invalid. 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 within 60 days.
15、 The implementation of this stock option incentive plan will not result in the company’s equity distribution not meeting the listing conditions.
catalogue
Chapter I interpretation Chapter II General Provisions thirteen
1、 The purpose of this incentive plan thirteen
2、 The basic principles followed in the formulation of this incentive plan Chapter III determination basis and scope of incentive objects fifteen
1、 The basis for determining the incentive object fifteen
2、 Scope of incentive objects fifteen
3、 Verification of incentive objects Chapter IV source and quantity of underlying stocks involved in the plan seventeen
1、 Number of stock options granted seventeen
2、 Source of underlying stock seventeen
3、 Types of shares subject to the incentive plan Chapter V distribution of stock options granted to incentive objects Chapter VI validity period, authorization date, waiting period, vesting date and restricted sale period of stock option incentive plan 19
1、 The validity period of the incentive plan nineteen
2、 Authorization date of incentive plan nineteen
3、 Waiting period for incentive plan nineteen
4、 Vesting date of incentive plan nineteen
5、 The sales restriction period of the incentive plan Chapter VII exercise price of stock option or determination method of exercise price twenty-two
1、 The exercise price of stock options twenty-two
2、 The method of determining the exercise price of stock options Chapter VIII conditions for granting rights and interests and exercising rights to incentive objects twenty-three
1、 Conditions for granting stock options to incentive objects twenty-three
2、 Exercise conditions of stock options Chapter IX adjustment methods and procedures of stock option incentive plan twenty-seven
1、 Adjustment method of the number of stock options twenty-seven
2、 Adjustment method of exercise price twenty-seven
3、 Procedures for adjustment of stock option incentive plan Chapter X accounting treatment of stock options thirty
1、 Calculation of the theoretical value of stock options thirty
2、 Accounting treatment of stock options III. impact of the implementation of this incentive plan on the company’s financial status, operating performance and cash flow Chapter 11 procedures for the company to implement stock option incentive plan, grant stock options and exercise rights of incentive objects thirty-three
1、 Procedures for the company to implement the stock option incentive plan thirty-three
2、 Procedures for granting stock options by the company thirty-four
