Securities abbreviation: Xiamen Wanli Stone Stock Co.Ltd(002785) securities code: Xiamen Wanli Stone Stock Co.Ltd(002785) Xiamen Wanli Stone Stock Co.Ltd(002785)
2022 stock option and restricted stock incentive plan
(Draft)
April, 2002
statement
The company and all members of the board of directors and the board of supervisors guarantee that the incentive plan and its summary are true, accurate and complete without false records, misleading statements or major omissions.
hot tip
1、 The Xiamen Wanli Stone Stock Co.Ltd(002785) 2022 stock option and restricted stock incentive plan (Draft) (hereinafter referred to as “the incentive plan”) is prepared by Xiamen Wanli Stone Stock Co.Ltd(002785) (hereinafter referred to as ” Xiamen Wanli Stone Stock Co.Ltd(002785) ,” 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 measures for the administration of equity incentive of listed companies and other relevant laws, administrative regulations and normative documents, And the articles of association.
2、 The incentive forms adopted in this incentive plan are restricted shares and stock options. The stock source is the company’s RMB A-share common stock issued by the company to the incentive object.
3、 The incentive plan intends to grant a total of 5.98 million rights and interests to the incentive objects, and the subject stock involved is RMB A-share common stock, accounting for about 2.99% of the total share capital of the company on the date of publication of the draft incentive plan. Among them, 5375000 rights and interests were granted for the first time, accounting for 89.88% of the total rights and interests to be granted in the incentive plan and 2.69% of the total share capital of the company on the date of publication of the draft incentive plan; 605000 rights and interests are reserved, accounting for about 10.12% of the total rights and interests to be granted in the incentive plan and about 0.30% of the total share capital of the company on the date of publication of the draft incentive plan. The details are as follows:
(I) stock option incentive plan: the number of stock options to be granted to incentive objects in the incentive plan is 4.83 million, accounting for about 2.42% of the total share capital of the company on the date of publication of the draft incentive plan. The total number of stock options to be granted on the date of publication of the draft incentive plan is about 4228000, accounting for about 2.75% of the total share capital of the company; 605000 stock options are reserved to be granted, accounting for about 0.30% of the total share capital of the company on the date of publication of the draft incentive plan, and about 12.53% of the total number of stock options to be granted in the incentive plan. Each stock option granted under the plan has the right to purchase RMB a ordinary shares of 1 equity company at the exercise price during the vesting period when the effective conditions and effective arrangements are met.
(II) restricted stock incentive plan: the number of restricted shares to be granted to incentive objects in the incentive plan is 1.15 million shares, accounting for about 0.58% of the total share capital of the company on the date of publication of the draft incentive plan. This grant is a one-time grant without reserved rights and interests.
As of the date of publication of the draft incentive plan, the total number of subject shares involved in the equity incentive plan within the validity period of the company has not exceeded 10.00% 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 does not exceed 1.00% of the total share capital of the company.
4、 A total of 90 incentive objects are granted for the first time in this incentive plan, including directors, senior managers and personnel in core positions in the company (including subsidiaries, the same below) when the company announces this incentive plan, excluding Xiamen Wanli Stone Stock Co.Ltd(002785) independent directors, supervisors, shareholders or actual controllers holding more than 5% of shares alone or in total and their spouses, parents and children.
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.
5、 The exercise price of stock options granted to the incentive object for the first time in the incentive plan is 14.74 yuan / share, and the grant price of restricted shares is 10.53 yuan / share. During the period from the date of announcement of the incentive plan to the completion of the registration of Stock Option Shares / restricted shares by the incentive object, if the company has matters such as the conversion of capital reserve into share capital, distribution of stock dividends, dividend distribution, share subdivision or reduction, allotment and so on, the exercise / grant price and the number of rights and interests of stock option / restricted shares will be adjusted accordingly according to the incentive plan.
6、 The validity period of this incentive plan is from the date of stock option authorization and the date of restricted stock grant to the date of all exercise or cancellation of stock options granted to the incentive object and the completion of restricted stock release or repurchase cancellation, with a maximum of 48 months.
7、 The stock options granted for the first time in the incentive plan shall be exercised in three phases after 12 months from the authorization date, and the exercise proportion of each phase shall be 30%, 30% and 40% respectively; If the reserved stock option is granted before the disclosure of the company’s third quarter report in 2022, it shall be exercised in three phases after 12 months from the reserved authorization date, and the exercise proportion of each phase shall be 30%, 30% and 40% respectively; If the reserved stock option is granted after the disclosure of the company’s third quarter report in 2022, it will be exercised in two phases after 12 months from the reserved authorization date, and the exercise proportion of each phase is 50% and 50% respectively.
The restricted shares granted under this incentive plan will be released in three phases after the expiration of 12 months from the date of grant, and the proportion of each phase will be 30%, 30% and 40% respectively.
The company level performance assessment objectives of stock options and restricted stocks granted for the first time are shown in the table below:
Performance assessment objectives during exercise / lifting of restrictions
The first exercise period / release period is based on the company’s operating revenue in 2021, and the growth rate of operating revenue in 2022 shall not be less than 10.00%
The second exercise period / release period is based on the company’s operating revenue in 2021, and the growth rate of operating revenue in 2023 shall not be less than 18.00%
The third exercise period / release period is based on the company’s operating revenue in 2021, and the growth rate of operating revenue in 2024 shall not be less than 30.00%
Note: the above “operating income” refers to the audited operating income of the listed company.
If the reserved stock options are granted before the disclosure of the company’s third quarter report in 2022, the performance assessment objectives of the reserved stock options are consistent with those of the stock options granted for the first time.
If the reserved stock options are granted after the disclosure of the company’s third quarter report in 2022, the performance evaluation objectives of the reserved stock options are shown in the table below:
Performance assessment objectives during the exercise period
The first exercise period is based on the company’s operating revenue in 2021, and the growth rate of operating revenue in 2023 shall not be less than 18.00%
The growth rate of the company’s operating income in the second period of 2024 is no less than 30.00%
Note: the above “operating income” refers to the audited operating income of the listed company.
8、 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.
9、 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.
10、 Xiamen Wanli Stone Stock Co.Ltd(002785) commitment: the company will not provide loans and other financial assistance in any form for any incentive object to obtain relevant rights and interests according to the incentive plan, including providing guarantee for its loans.
11、 Xiamen Wanli Stone Stock Co.Ltd(002785) commitment: there are no false records, misleading statements or major omissions in the information disclosure documents related to the incentive plan.
12、 The incentive object of the incentive plan 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 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.
13、 The incentive plan can be implemented only after it is reviewed and approved by the special resolution of the general meeting of shareholders of the company.
14、 After the incentive plan is deliberated 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 registration, 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 incentive of listed companies and the self regulatory guide for listed companies 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 incentive plan will not result in the company’s equity distribution not meeting the listing conditions.
catalogue
Declare that 2 special tips Chapter 1 interpretation Chapter II purpose of this incentive plan Chapter III Management Organization of this incentive plan Chapter IV determination basis and scope of incentive objects 12 Chapter V specific contents of this incentive plan Chapter VI implementation, grant, exercise / release of restrictions on sales, change and termination procedures of this incentive plan 42 Chapter VII respective rights and obligations of the company / incentive object Chapter VIII handling of the incentive plan in case of changes in the company / incentive object 49 Chapter IX Supplementary Provisions fifty-four
Chapter I interpretation
Unless otherwise specified, the following words have the following meanings in this article:
Interpretation item interpretation content
The company, the company and Xiamen Wanli Stone Stock Co.Ltd(002785) refer to Xiamen Wanli Stone Stock Co.Ltd(002785)
Equity incentive plan, this incentive plan and this plan refer to Xiamen Wanli Stone Stock Co.Ltd(002785) 2022 stock option and restricted stock incentive plan
Stock option refers to the right granted by the company to the incentive object to purchase a certain number of shares of the company under predetermined conditions within a certain period of time in the future
Restricted shares refer to the shares of the company whose transfer and other rights are restricted according to the conditions specified in the incentive plan
Incentive objects refer to the directors, senior managers and core positions of the company (including subsidiaries) who obtain stock options / restricted shares in accordance with the provisions of the incentive plan
The authorization date / grant date refers to the date on which the company grants stock options / restricted shares to the incentive object. The authorization date / grant date must be the trading day
The exercise price / grant price refers to the price determined by the company when granting stock options / restricted shares to the incentive object and the incentive object purchases / obtains the shares of the listed company
