Securities code: Shenzhen Baoming Technology Co.Ltd(002992) securities abbreviation: Shenzhen Baoming Technology Co.Ltd(002992) Shenzhen Baoming Technology Co.Ltd(002992)
Restricted stock incentive plan for 2022
(Draft)
Shenzhen Baoming Technology Co.Ltd(002992)
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. All incentive objects of the company promise that if the company does not comply with the arrangement for 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 objects 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.
hot tip
I The Shenzhen Baoming Technology Co.Ltd(002992) 2022 restricted stock incentive plan (Draft) (hereinafter referred to as "the incentive plan") is prepared by Shenzhen Baoming Technology Co.Ltd(002992) (hereinafter referred to as " Shenzhen Baoming Technology Co.Ltd(002992) ," 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 the self discipline supervision guide No. 1 for listed companies of Shenzhen Stock Exchange - business handling And other relevant laws, administrative regulations, normative documents, as well as the Shenzhen Baoming Technology Co.Ltd(002992) articles of association and other relevant provisions.
2、 The incentive tool adopted in this incentive plan is restricted stock, and the stock source is the company's A-share common stock issued by the company to the incentive object.
3、 The number of restricted shares to be granted to incentive objects in this incentive plan is 7.3996 million shares, accounting for 4.13% of the company's total share capital of 179349235 shares at the time of announcement of the draft incentive plan; Among them, 6399600 shares were granted for the first time, accounting for 3.57% of the company's total share capital of 179349235 shares at the time of announcement of the draft incentive plan, and 86.49% of the total equity granted for the first time; 1 million shares are reserved for grant, accounting for 0.56% of the company's total share capital of 179349235 shares at the time of announcement of the draft incentive plan, and the reserved part accounts for 13.51% of the total equity granted this time.
The total number of underlying shares involved in the equity incentive plan of the company within the whole validity period does not exceed 10% of the total share capital of the company at the time of announcement of the draft incentive plan. The shares of the company granted by any incentive object in the plan through all the equity incentive plans within the validity period shall not exceed 1% of the total share capital of the company at the time of announcement of the draft plan.
From the date of the announcement of the incentive plan to the completion of the registration of the restricted shares granted to 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 of shares, the allotment of shares or the reduction of shares, the number of restricted shares will be adjusted accordingly according to the incentive plan.
4、 The total number of incentive objects granted for the first time in this incentive plan is 89, including directors, senior managers and other personnel deemed necessary by the board of directors when the company announces this incentive plan, excluding independent directors, supervisors, shareholders or actual controllers who individually or jointly hold more than 5% of the company's shares 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 grant price of restricted shares (including reserved parts) granted to incentive objects in this incentive plan is 6.49 yuan / share. From the date of the announcement of the incentive plan to the completion of the registration of the restricted shares granted to 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 of shares, the allotment of shares, the reduction of shares or the distribution of dividends, the grant price of restricted shares will be adjusted accordingly according to the incentive plan.
6、 The validity period of the incentive plan is from the date of completion of the registration of the first grant of restricted shares to the date of lifting the restriction on the sale or repurchase cancellation of all the restricted shares granted to the incentive object, which shall not exceed 60 months at most. The restricted shares granted to the incentive object will be lifted by stages according to the agreed proportion, and the lifting of the restrictions on the sale of rights and interests each time shall be subject to the corresponding conditions for lifting the restrictions.
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 this incentive plan comply 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 become incentive objects:
(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 restricted shares 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 shall 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 only be implemented after being deliberated and approved by the general meeting of shareholders of the company.
12、 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 in accordance with relevant regulations to grant the incentive object for the first time, and complete the registration, announcement and other relevant procedures. If the company fails to complete the above work within 60 days, it will timely disclose the reasons for the failure, terminate the implementation of the incentive plan, and the non granted restricted shares will become invalid. The period during which the listed company shall not grant rights and interests according to relevant laws and regulations will not be counted within 60 days.
The reserved part shall be granted within 12 months after the restricted stock incentive plan is deliberated and approved by the general meeting of shareholders of the company.
13、 The implementation of this incentive plan will not lead to the company's equity distribution not meeting the requirements of listing conditions.
catalogue
Declare that 1 special tips 1 Chapter 1 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 source, quantity and distribution of restricted shares Chapter VI validity period, grant date, restriction period, lifting of restriction arrangement and lock up period of this incentive plan Chapter VII grant price of restricted shares and determination method of grant price Chapter VIII grant and release of restricted shares Chapter IX adjustment methods and procedures of restricted stock incentive plan Chapter X accounting treatment of restricted stocks Chapter XI implementation procedures of restricted stock incentive plan 27 Chapter XII respective rights and obligations of the company and incentive objects Chapter 13 handling of changes in the company and incentive objects Chapter XIV principle of repurchase and cancellation of restricted shares 37 Chapter 15 Supplementary Provisions forty
Chapter I interpretation
Unless otherwise specified, the following words have the following meanings in this article:
Interpretation item interpretation content
Shenzhen Baoming Technology Co.Ltd(002992) , the company, listing refers to Shenzhen Baoming Technology Co.Ltd(002992)
Company, company
Restricted stock incentive plan, this Shenzhen Baoming Technology Co.Ltd(002992) 2022 restricted stock incentive sub incentive plan, this incentive plan, this plan
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
In accordance with the provisions of this incentive plan, directors, senior managers and other personnel deemed necessary by the board of directors of the company that obtains restricted shares (including the holding incentive object refers to the subsidiary)
The grant date refers to the date on which the company grants restricted shares to the incentive object, and the grant date must be the trading day
The grant price refers to the price determined by the company to grant restricted shares to the incentive object and the incentive object obtains the shares of the company
The validity period refers to the period from the completion of the registration of the first grant of restricted shares to the date when all the restricted shares granted to the incentive object are lifted or repurchased
The restricted sale period refers to the period during which the restricted shares granted by the incentive object under this incentive plan are prohibited from being transferred, used for guarantee and debt repayment
The release period refers to the period during which the restricted shares held by the incentive object can be released and listed for circulation after the release conditions specified in the incentive plan are met
The conditions for lifting the restriction on sales refer to the conditions that must be met for the restricted shares obtained by the incentive object to be lifted according to the incentive plan
Remuneration and assessment committee refers to the remuneration and assessment committee of the board of directors of the company
CSRC refers to the China Securities Regulatory Commission
Stock exchange refers to Shenzhen Stock Exchange
China Securities Depository and Clearing Corporation refers to Shenzhen Branch of China Securities Depository and Clearing Corporation Limited
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
Self regulatory guide No. 1 refers to self regulatory guide No. 1 for listed companies of Shenzhen Stock Exchange - business handling
The articles of association refers to the Shenzhen Baoming Technology Co.Ltd(002992) articles of association
The assessment management measures refer to the assessment management measures for the implementation of Shenzhen Baoming Technology Co.Ltd(002992) 2022 restricted stock incentive plan
RMB / ten thousand yuan / 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 this draft, the difference in the mantissa between the sum of some total numbers and each detailed number is caused by rounding.
Chapter II purpose and principle of this incentive plan
In order to further improve the corporate governance structure, establish and improve the company's long-term incentive and restraint mechanism, attract and retain the company's managers and core backbone, fully mobilize their enthusiasm and creativity, effectively improve the cohesion of the core team and the core competitiveness of the enterprise, effectively combine the interests of shareholders, the company and the core team, and make all parties pay common attention to the long-term development of the company, Ensure the realization of the company's development strategy and business objectives. On the premise of fully protecting the interests of shareholders, this incentive plan is formulated in accordance with the principle of equal incentives and constraints, and in accordance with the provisions of the company law, the securities law, the administrative measures, the self regulatory guide No. 1 and other relevant laws, administrative regulations, normative documents and the articles of association.
Chapter III Management Organization of this 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 this incentive plan. The general meeting of shareholders may, within the scope of its authority, report to the relevant departments of the incentive plan
