Securities abbreviation: Jcet Group Co.Ltd(600584) securities code: Jcet Group Co.Ltd(600584) Jcet Group Co.Ltd(600584)
2022 stock option incentive plan
(Draft)
April 2022
statement
Jcet Group Co.Ltd(600584) (hereinafter referred to as “the company”) and all directors and supervisors guarantee that there are no false records, misleading statements or major omissions in the Jcet Group Co.Ltd(600584) 2022 stock option incentive plan (Draft) (hereinafter referred to as “the incentive plan”) and its abstract, and bear individual and joint legal liabilities for its authenticity, accuracy and completeness.
hot tip
1、 The incentive plan is formulated 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, other relevant laws, regulations and normative documents, as well as the Jcet Group Co.Ltd(600584) articles of association.
2、 The incentive tool adopted in this incentive plan is stock option. The stock source is the company’s A-share common stock issued to the incentive object.
3、 The number of stock options to be granted in the incentive plan is 31.13 million, accounting for about 1.75% of the total share capital of the company at the time of announcement of the draft incentive plan.
The subject shares involved in all equity incentive plans of the company within the validity period shall not exceed 10% of the total share capital of the company. The cumulative shares of the company granted by any incentive object in the incentive plan through all the equity incentive plans within the effective period do not exceed 1% of the total share capital of the company at the time of announcement 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 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 the total number of underlying shares involved will be adjusted accordingly.
4、 The exercise price of stock options granted under the incentive plan is 19.71 yuan / share.
Prior to the exercise of 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, the distribution of dividends and so on, the exercise price or grant quantity of stock options will be adjusted accordingly in accordance with the provisions of the incentive plan.
5、 The total number of incentive objects involved in this incentive plan is 1382, including middle-level managers and core technology (business) backbone of the company (including subsidiaries, the same below).
6、 The validity period of the incentive plan shall be no more than 48 months from the date of grant of stock options granted to the date of exercise or cancellation of all stock options granted to the incentive object.
7、 The company does not have the following circumstances under which equity incentive shall not be implemented as stipulated in Article 7 of the management measures: (I) the financial and accounting report of the most recent fiscal year has been issued with a negative opinion or an audit report that cannot express an opinion by the certified public accountant;
(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 the incentive plan do not include the independent directors, supervisors, shareholders or actual controllers who individually or jointly hold more than 5% of the shares of the company and their spouses, parents and children. All incentive objects of the plan do not participate in the equity incentive plans of two or more listed companies at the same time. The incentive object complies with the provisions of Article 8 of the administrative measures, and there are no following circumstances that may not be the incentive object:
(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 and other forms of financial assistance for the incentive object to obtain relevant stock options under this incentive plan, including providing guarantee for its loans.
10、 The company promises that there are no false records, misleading statements or major omissions in the information disclosure documents related to the incentive plan.
11、 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.
12、 The incentive plan can be implemented only after being deliberated and approved by the general meeting of shareholders of the company.
13、 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 in accordance with relevant regulations, and complete the grant registration, announcement and other relevant procedures. If the company fails to complete the above work within 60 days, it shall disclose the reasons for the failure in time, announce the termination of the implementation of the incentive plan, and the stock options not granted shall become invalid. However, according to relevant laws and regulations, the period during which the company shall not grant rights and interests shall not be calculated within the above 60 days.
14、 The implementation of this incentive plan will not result in the equity distribution not meeting the requirements of listing conditions.
catalogue
Chapter I interpretation Chapter II purpose and principle of this incentive plan Chapter III Management Organization of this incentive plan Chapter IV determination basis and scope of incentive objects Chapter V source, quantity and distribution of stock options Chapter VI validity period, grant date, waiting period, vesting date and lock up period of the incentive plan Chapter VII exercise price of stock options and determination method of exercise price Chapter VIII conditions for granting and exercising stock options Chapter IX adjustment methods and procedures of this incentive plan Chapter 10 accounting treatment of stock options Chapter XI implementation procedures of this incentive plan 24 Chapter XII respective rights and obligations of the company / incentive object 28 Chapter XIII handling of changes in the company / incentive object 30 chapter XIV settlement mechanism of relevant disputes or disputes between the company and the incentive object 32 Chapter XV Supplementary Provisions thirty-three
Chapter I interpretation
Unless otherwise specified, the following words have the following meanings in this article:
Listed company, company, Jcet Group Co.Ltd(600584) refers to Jcet Group Co.Ltd(600584)
Equity incentive plan and this incentive plan refer to Jcet Group Co.Ltd(600584) 2022 stock option incentive plan (Draft)
Stock option refers to the right granted by the company to the incentive object to purchase a certain number of shares of the company with predetermined conditions and prices in a certain period of time in the future
Incentive objects refer to the middle-level managers and core technical (business) backbone of the company and its subsidiaries who have obtained stock options in accordance with the provisions of this incentive plan
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
The validity period refers to the period from the date when the stock option is granted to the incentive object to the expiration of the stock option
The behavior of the incentive object to exercise the stock options it owns according to the incentive plan. The exercise of rights in the incentive plan refers to the behavior of the incentive object to purchase the underlying shares according to the conditions and prices set in the incentive plan
The exercisable date refers to the date when the incentive object can start exercising the right. The exercisable date must be the trading day
Exercise price refers to the price at which the incentive object purchases Jcet Group Co.Ltd(600584) shares determined in the incentive plan
Exercise conditions refer to the conditions that must be met for the incentive object to exercise stock options according to 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
The Administrative Measures refer to the administrative measures for equity incentive of listed companies
The articles of association refers to the Jcet Group Co.Ltd(600584) articles of association
CSRC refers to the China Securities Regulatory Commission
Stock exchange refers to Shanghai Stock Exchange
Yuan means RMB yuan
Note: 1 Unless otherwise specified, the financial data and financial indicators quoted in this incentive plan refer to the consolidated financial statements
Data and financial indicators calculated based on such financial data.
2. If there is any difference in the mantissa between the sum of part of the total and each detailed number in the incentive plan, it is due to rounding
Caused by entry.
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 middle-level managers and core technology (business) backbone, effectively combine the interests of shareholders, the company and the personal interests of the core team, make all parties pay common attention to the company’s long-term development, and improve the company’s market competitiveness and sustainable development ability, on the premise of fully protecting the interests of shareholders, This incentive plan is formulated in accordance with the principle of equal income and contribution, relevant laws, regulations and normative documents such as the company law, the securities law and the administrative measures, 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 incentive 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 under the board of directors is responsible for formulating and revising the incentive 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 incentive 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 incentive 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 shall solicit the entrusted voting rights from all shareholders for this incentive plan.
4、 If the company intends to change the incentive plan before the shareholders’ meeting deliberates and approves the equity incentive plan, the independent directors and the board of supervisors shall express their opinions on whether the changed 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.
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 whether the conditions for the incentive object to be granted rights and interests set in the equity incentive plan have been met. If the rights granted by the company to the incentive object are different from the arrangement of this incentive 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 incentive plan have been achieved.
Chapter IV determination basis and scope of incentive objects
1、 Determination basis of incentive object
(I) legal basis for determining incentive objects
The incentive object of this incentive plan is determined in accordance with 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.
(II) basis for determining the job incentive object
The incentive objects of this incentive plan are the middle-level managers and core technical (business) backbone of the company. The list of incentive objects is nominated by the remuneration and assessment committee of the board of directors of the company and verified and determined by the board of supervisors of the company.
2、 Scope of incentive objects
(I) there are 1382 incentive objects involved in this incentive plan, including:
1. Middle managers of the company;
2. Core technology (business) backbone of the company.
All incentive objects must sign employment contracts or labor contracts with the company or its subsidiaries when they are granted stock options and within the assessment period of the incentive plan.
(II) the following personnel shall not become incentive objects:
1. Being identified as an inappropriate candidate by the stock exchange within the last 12 months;
2. Being identified as an inappropriate candidate by the CSRC and its dispatched offices within the last 12 months;
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. The company is not allowed to serve as a director or senior manager of the company as stipulated in the company law;
5. Laws and regulations
