Securities code: Shenzhen Longli Technology Co.Ltd(300752) securities abbreviation: Shenzhen Longli Technology Co.Ltd(300752) Shenzhen Longli Technology Co.Ltd(300752)
2022 stock option incentive plan
(Draft)
April, 2002
statement
The company and all directors of the board of directors guarantee that there are no false records, misleading statements or major omissions in the ESOP and its summary, and bear individual and joint legal liabilities for its authenticity, accuracy and completeness.
hot tip
1、 The stock option incentive plan (hereinafter referred to as “the plan” or “the incentive 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, the Listing Rules of Shenzhen Stock Exchange gem (revised in December 2020), the measures for the administration of stock incentive of listed companies, the self regulatory guide No. 1 of Shenzhen Stock Exchange GEM listed companies – business handling and other laws Regulations, normative documents and Shenzhen Longli Technology Co.Ltd(300752) articles of association.
2、 The incentive tool adopted in this plan is stock option. The stock source is the company’s directional issuance of Shenzhen Longli Technology Co.Ltd(300752) (hereinafter referred to as “the company” or “the company”) A shares of common stock to the incentive object.
The number of stock options to be granted under the incentive plan is 8.18 million, accounting for about 3.9% of the total share capital of the company at the time of announcement of the draft incentive plan of 2099761740 shares. Each stock option granted under the plan has the right to purchase one share of the company’s shares at the exercise price within the validity period when the exercise conditions are met.
The company’s 2019 restricted stock incentive plan (Draft) is still under implementation. As of the disclosure date of this incentive plan, the number of shares whose sales restrictions have not been lifted is 229704, accounting for 1.09% of the total share capital of the company when the draft incentive plan is announced. The total number of shares involved in all equity incentive plans of the company within the validity period does not exceed 20% of the total share capital of the company. The shares of the company granted by any incentive object in the incentive plan through all the equity incentive plans within the validity period shall not exceed 1% of the total share capital of the company.
3、 There are 209 incentive objects granted in this incentive plan, including directors, senior managers, core technical / business personnel and other core backbones of the company (including subsidiaries), excluding independent directors and supervisors of the company.
4、 The exercise price of the stock options granted by the incentive plan is 21.83 yuan / share. During the period from the date of announcement of the 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, the distribution of stock dividends, the division or reduction of shares, the allotment of shares and the distribution of dividends, the exercise price of stock options will be adjusted accordingly.
5、 The validity period of this incentive plan shall be no more than 60 months from the date of registration of stock option grant to the date of exercise or cancellation of all stock options granted to the incentive object.
6、 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.
7、 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 objects of this plan do not have the following circumstances that are not allowed to be incentive objects as stipulated in Article 8 of the measures for the administration of 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.
8、 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.
9、 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 participating in the incentive plan to the company after the relevant information disclosure documents are confirmed to have false records, misleading statements or major omissions.
10、 The incentive plan can be implemented only after being deliberated and approved by the general meeting of shareholders of the company.
11、 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, the implementation of the incentive plan will be terminated, and the stock options not granted will become invalid (according to the administrative measures, the period during which listed companies are not allowed to grant rights and interests will not be counted within 60 days). 12、 The implementation of this incentive plan will not result in the equity distribution not meeting the requirements of listing conditions.
catalogue
Chapter I interpretation seven
Chapter II purpose and principles of this incentive plan eight
Chapter III Management Organization of this incentive plan nine
Chapter IV determination basis and scope of incentive objects ten
Chapter V source, quantity and distribution of the underlying shares of the stock option incentive plan twelve
Chapter VI timing of stock option incentive plan fourteen
Chapter VII exercise price of stock options and determination method of exercise price seventeen
Chapter VIII authorization and exercise conditions of stock options eighteen
Chapter IX adjustment methods and procedures of stock option incentive plan twenty-two
Chapter X accounting treatment of stock options twenty-five
Chapter XI implementation procedures of stock option incentive plan twenty-seven
Chapter XII respective rights and obligations of the company / incentive object thirty
Chapter XIII handling of changes in the company / incentive object thirty-two
Chapter XIV Supplementary Provisions thirty-five
Chapter I interpretation
Unless otherwise specified, the following abbreviations are interpreted as follows: Shenzhen Longli Technology Co.Ltd(300752) , the company and the company refer to Shenzhen Longli Technology Co.Ltd(300752) this incentive plan / equity incentive plan refers to Shenzhen Longli Technology Co.Ltd(300752) 2022 stock option incentive plan / this plan
Stock option refers to the right granted by the company to the incentive object to purchase a certain number of company shares at a predetermined price and conditions in a certain period of time in the future
According to the provisions of this incentive plan, the directors and incentive objects of the company who obtain stock options refer to senior managers, as well as the core technical / business personnel and other core backbones of the company (including subsidiaries)
The term of validity refers to the period from the date of authorization and registration of stock options to the date when all stock options are exercised or cancelled or repurchased
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
According to the stock option incentive plan, the exercise of the rights owned by the incentive object refers to the behavior of stock option. In this incentive plan, the exercise of rights is the behavior of the incentive object to purchase the subject stock according to the conditions set in the incentive plan
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 by the incentive object to exercise stock options determined in the 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
Listing Rules refers to the Listing Rules of Shenzhen Stock Exchange gem (revised in December 2020)
The Administrative Measures refer to the administrative measures for equity incentive of listed companies
The self regulatory guide refers to the self regulatory guide for companies listed on the gem of Shenzhen Stock Exchange No. 1 – business handling
The articles of association refers to the Shenzhen Longli Technology Co.Ltd(300752) articles of association
CSRC refers to the China Securities Regulatory Commission
Yuan and 10000 yuan refer to RMB yuan and 10000 yuan
Note: 1. Unless otherwise specified, the financial data and financial indicators quoted in this draft refer to the financial data in the consolidated statement and the financial indicators calculated based on such financial data.
2. In the draft plan, if the total is inconsistent with the mantissa of the sum of the addends, it is caused by rounding.
Chapter II purpose and principle of the incentive plan
In order to further establish and improve the company’s long-term incentive mechanism, attract and retain excellent talents, fully mobilize the enthusiasm of the company’s employees, effectively combine the interests of shareholders, the company and the personal interests of the core team, and make all parties pay common attention to the long-term development of the company, on the premise of fully protecting the interests of shareholders, In accordance with the principle of equal income and contribution, this incentive plan is formulated in accordance with the company law, securities law, administrative measures, listing rules, self regulatory guidelines and other relevant laws, regulations and normative documents, as well as the provisions of the articles of association.
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 termination of the plan. The general meeting of shareholders may authorize the board of directors to handle some matters related to the incentive plan within its authority.
2、 The board of directors is the executive management organization of the incentive plan and is responsible for the implementation of the incentive plan. The remuneration and assessment committee (hereinafter referred to as the “Remuneration Committee”) under the board of directors is responsible for formulating and revising the plan and submitting it to the board of directors for deliberation. After the board of directors deliberates and approves the incentive plan, it shall be submitted to the general meeting of shareholders for deliberation. The board of directors may handle other relevant matters of the incentive plan within the scope authorized by the general meeting of shareholders.
3、 The board of supervisors and independent directors are the supervisory bodies of the incentive plan and shall express their opinions on whether the plan is conducive to the sustainable development of the company and whether there is any situation that obviously damages the interests of the company and all shareholders. The board of supervisors shall supervise whether the implementation of the plan complies with relevant laws, regulations, normative documents and the business rules of the stock exchange, and be responsible for reviewing the list of incentive objects. Independent directors will solicit proxy voting rights from all shareholders of the plan.
4、 If the company changes the equity incentive plan before it is deliberated and approved by the general meeting of shareholders, the independent directors and the board of supervisors shall express independent opinions on whether the changed plan is conducive to the sustainable development of the company and whether there is obvious damage to the interests of the company and all shareholders.
5、 Before the company grants rights and interests to the incentive object, the independent directors and the board of supervisors shall express clear opinions on the conditions for the incentive object to be granted rights and interests set in the equity incentive plan. If the rights granted by the company to the incentive object are different from the arrangement of the plan, the independent directors and the board of supervisors (when the incentive object changes) shall express clear opinions at the same time.
6、 Before the incentive objects exercise their rights and interests, the independent directors and the board of supervisors shall express clear opinions on whether the conditions for the incentive objects to exercise their rights and interests set in the equity incentive plan have been met.
Chapter IV determination basis and scope of incentive objects
1、 Determination basis of incentive object
1. Legal basis for determining incentive objects
The incentive objects of the incentive plan are determined according to the company law, securities law, administrative measures and other relevant laws, regulations, normative documents and the relevant provisions of the articles of association, and in combination with the actual situation of the company.
2. Job basis for determining incentive objects
The incentive objects granted by the incentive plan are the directors and senior managers of the company, as well as the core technical / business personnel and other core backbone (excluding independent directors and supervisors) of the company (including subsidiaries) during the assessment period of the incentive plan.
2、 Scope of incentive objects
The total number of incentive objects granted by this incentive plan is 209, which are the directors and senior managers of the company, as well as the core technical / business personnel and other core backbones of the company (including subsidiaries) (excluding independent directors and supervisors).
There are no incentive objects involved in this plan
