Securities code: Zhejiang Dahua Technology Co.Ltd(002236) securities abbreviation: Zhejiang Dahua Technology Co.Ltd(002236) Zhejiang Dahua Technology Co.Ltd(002236)
2022 stock option and restricted stock incentive plan (Draft)
April, 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. hot tip
1、 The Zhejiang Dahua Technology Co.Ltd(002236) 2022 stock option and restricted stock incentive plan (Draft) (hereinafter referred to as "the incentive plan") is prepared by Zhejiang Dahua Technology Co.Ltd(002236) (hereinafter referred to as " Zhejiang Dahua Technology Co.Ltd(002236) ," 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, rules and normative documents, And the articles of association.
2、 The incentive plan includes stock option incentive plan and restricted stock incentive plan. The stock source is the company's RMB A-share common stock issued by the company to the incentive object.
3、 The incentive plan plans to grant a total of 149728000 rights and interests to incentive objects, and the subject stock involved is RMB A-share common stock, accounting for about 5% of the total share capital of 299455073 shares on the announcement date of the draft incentive plan.
The 2018 restricted stock incentive plan (Draft) approved by the company's fourth extraordinary general meeting in 2018 and the 2020 restricted stock incentive plan (Draft) approved by the 2019 annual general meeting are still in implementation. As of the announcement date of the draft incentive plan, the total number of subject shares involved in the equity incentive plan within the whole validity period of the company has not exceeded 10% of the total share capital of the company. The 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, as follows:
(I) stock option incentive plan: the incentive plan plans to grant 74.864 million stock options to the incentive objects, involving RMB A-share ordinary shares, accounting for about 2.5% of the total share capital of the company on the announcement date of the draft 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 incentive plan intends to grant 74864000 restricted shares to the incentive object, and the subject stock involved is RMB A-share ordinary shares, accounting for about 2.5% of the total share capital of the company on the announcement date of the draft incentive plan.
During the period from the date of announcement of the incentive plan to the completion of the exercise of stock options or the registration of restricted shares 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, and the allotment of shares, the number of stock options and restricted shares will be adjusted accordingly according to the incentive plan.
4、 The exercise price of stock options granted under the incentive plan is 16.86 yuan / share, and the grant price of restricted shares is 8.43 yuan / share. During the period from the date of announcement of the incentive plan to the completion of the exercise of stock options or the registration of restricted shares 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 and the grant price of restricted shares will be adjusted accordingly according to the incentive plan.
5、 The validity period of this incentive plan is from the date of completing the registration of the grant of stock options and restricted shares to the date of the exercise or cancellation of all stock options granted to the incentive object and the completion of the lifting of restrictions on the sale or repurchase of restricted shares, with a maximum of 48 months.
6、 The total number of incentive objects granted by the incentive plan is 4345, including directors, senior managers and core backbone personnel who worked in the company (including subsidiaries, the same below) when the company announced the incentive plan. Excluding independent directors, supervisors, shareholders or actual controllers holding more than 5% of shares alone or in total and their spouses, parents and children.
7、 The stock options granted shall be exercised in three phases after 12 months from the date of completion of authorization registration, and the exercise proportion of each phase shall be 40%, 30% and 30% respectively. The restricted shares granted shall be lifted in three phases after 12 months from the date of completion of grant registration, and the proportion of lifting the restrictions in each phase shall be 40%, 30% and 30% respectively. The performance evaluation objectives of stock options and restricted stocks granted are shown in the table below:
Performance assessment objectives of exercise / release of restrictions
Based on the operating revenue in 2021, the growth rate of the first exercise period / revenue in 2022 shall not be less than 16%; or
The lifting of restrictions on the sale of stock options / restricted stocks is based on the net profit in 2021, and the growth rate of net profit in 2022 is not less than 16%
The second vesting period / based on the operating income in 2021, the revenue growth rate in the period of lifting the sales restriction in 2023 shall not be less than 34%; or
Based on the net profit in 2021, the net profit growth rate in 2023 shall not be less than 34%
Based on the operating revenue of 2021, the third exercise period / revenue growth rate of 2024 shall not be less than 56%; or
The lifting of the restriction period is based on the net profit in 2021, and the net profit growth rate in 2024 is not less than 56%
Note: the above "operating income" refers to the operating income of the audited consolidated statements of the listed company, and the above "net profit" refers to the net profit attributable to the shareholders of the company according to the audited consolidated statements 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 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.
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、 Zhejiang Dahua Technology Co.Ltd(002236) 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、 Zhejiang Dahua Technology Co.Ltd(002236) 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 in accordance with relevant regulations within 60 days, grant rights and interests to incentive objects, and complete 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, 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 1 special tips 1 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 ten
1、 The basis for determining the incentive object ten
2、 Scope of incentives granted ten
3、 Circumstances that cannot be the incentive object of this incentive plan ten
4、 Verification of incentive objects 11 chapter V specific contents of this incentive plan twelve
1、 Stock option incentive plan twelve
2、 Restricted stock incentive plan Chapter VI implementation and grant of this incentive plan and procedures for exercise / release of restricted sales of incentive objects thirty-five
1、 Implementation procedures of this incentive plan thirty-five
2、 Procedures for granting stock options and restricted shares thirty-six
3、 The exercise procedure of stock options thirty-seven
4、 Procedures for lifting the restrictions on the sale of restricted shares thirty-seven
5、 Change and termination procedures of this incentive plan 38 Chapter VII respective rights and obligations of the company / incentive object forty
1、 Rights and obligations of the company forty
2、 Rights and obligations of incentive objects forty-one
3、 Other instructions 42 Chapter VIII handling of the incentive plan in case of changes in the company / incentive object forty-three
1、 How to deal with changes in the company's situation forty-three
2、 How to deal with changes in the personal situation of the incentive object forty-four
3、 Settlement of disputes between the company and the incentive object 46 Chapter IX Supplementary Provisions forty-seven
Chapter I interpretation
Unless otherwise specified, the following words have the following meanings in this article:
Interpretation item interpretation content
Zhejiang Dahua Technology Co.Ltd(002236) , the company and the company refer to Zhejiang Dahua Technology Co.Ltd(002236)
This incentive plan refers to the stock option and restricted stock incentive plan of Zhejiang Dahua Technology Co.Ltd(002236) 2022
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
The underlying stock refers to the shares of the company that the incentive object has the right to purchase under the plan
Incentive objects refer to the directors, senior managers and key personnel of the company (including subsidiaries) who obtain stock options or restricted shares in accordance with the provisions of the incentive plan
The date on which the stock option is granted or restricted to the company refers to the date on which the stock option is granted
From the date of completing the registration of the grant of stock options and restricted shares to the date of expiration of the incentive object, which refers to the date when the exercise or cancellation of all stock options granted and the lifting of restrictions on the sale or repurchase cancellation of restricted shares are completed
The waiting period refers to the period between the date when the stock option authorization is completed and registered and the date when the stock option is exercisable
Feasible right
