Securities abbreviation: Markor International Home Furnishings Co.Ltd(600337) securities code: 600337 Markor International Home Furnishings Co.Ltd(600337)
2022 stock option incentive plan (Draft)
January 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 liabilities for the authenticity, accuracy and completeness of its contents.
hot tip
1、 The Markor International Home Furnishings Co.Ltd(600337) 2022 stock option incentive plan (hereinafter referred to as the incentive plan or the plan) is implemented by Markor International Home Furnishings Co.Ltd(600337) (hereinafter referred to as Markor International Home Furnishings Co.Ltd(600337) , 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, regulations and normative documents, And the articles of association.
2、 The incentive form adopted in this incentive plan is stock option. The stock source is the company’s RMB A-share common stock issued by the company to the incentive object or other methods permitted by laws and administrative regulations.
3、 The number of stock options to be granted to incentive objects in the incentive plan is 150 million, accounting for about 9.21% of the total share capital of the company on the announcement date of the draft incentive plan. Among them, 120 million shares were granted for the first time, accounting for about 7.37% of the total share capital of 162832720 shares on the announcement date of the draft incentive plan and 80.00% of the total stock options to be granted in the incentive plan; 30 million reserved grants, accounting for about 1.84% of the company’s total share capital of 162832720 shares on the announcement date of the draft incentive plan and 20.00% of the total stock options to be granted in the incentive plan. Each stock option granted under the incentive plan has the right to purchase RMB a common shares of the company at the exercise price during the vesting period when the effective conditions and effective arrangements are met.
4、 There are 144 incentive objects granted for the first time in the incentive plan, including directors, senior managers and core technical (business) personnel who worked in the company when the company announced the incentive plan. Excluding Markor International Home Furnishings Co.Ltd(600337) 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 3.64 yuan / share. During the period from the date of announcement of the incentive plan to the completion of the registration of stock options and shares by the incentive object, if the company has matters such as conversion of capital reserve into share capital, distribution of stock dividends, dividend distribution, division or reduction of shares, allotment of shares, etc., the exercise price and number of rights and interests of stock options will be adjusted accordingly according to the incentive plan.
6、 The validity period of the incentive plan shall be from the date of authorization of stock options to the date when all the stock options granted to the incentive object are exercised or cancelled, and the maximum period shall not exceed 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 50%, 30% and 20% respectively; If the reserved stock options are granted in 2022, they will be exercised in three phases after 12 months from the date of authorization of the reserved stock options, and the proportion of exercise in each phase will be 50%, 30% and 20% respectively; If the reserved stock options are planned to be granted in 2023, they will be exercised in two phases after 12 months from the date of authorization of the reserved stock options, and the exercise proportion of each phase is 50% and 50% respectively.
The performance evaluation objectives of stock options granted for the first time in the incentive plan are shown in the table below:
Performance assessment objectives during the exercise period (the company shall meet one of the following two conditions)
The first exercise period is based on the operating revenue in 2020, and the growth of operating revenue in 2022 will not be less than 50%.
Based on the net profit attributable to the parent company in 2020, the net profit attributable to the parent company will increase by no less than 30% in 2022.
The second exercise period is based on the operating revenue in 2020, and the growth of operating revenue in 2023 will not be less than 95%.
Based on the net profit attributable to the parent company in 2020, the net profit attributable to the parent company will increase by no less than 90% in 2023.
The third exercise period is based on the operating revenue in 2020, and the growth of operating revenue in 2024 will not be less than 150%.
Based on the net profit attributable to the parent company in 2020, the net profit attributable to the parent company will increase by no less than 160% in 2024.
Note: the above “net profit attributable to the parent” refers to the audited net profit attributable to the shareholders of the listed company, but excluding the impact of share based payment expenses of this and other equity incentive plans as the calculation basis.
If the reserved stock options are granted in 2022, the performance assessment objectives of each year are consistent with those granted for the first time; If the reserved stock option is granted in 2023, the performance assessment objectives of each year are shown in the table below:
Performance assessment objectives during the exercise period (the company shall meet one of the following two conditions)
The first exercise period is based on the operating revenue in 2020, and the growth of operating revenue in 2023 will not be less than 95%.
Based on the net profit attributable to the parent company in 2020, the net profit attributable to the parent company will increase by no less than 90% in 2023.
The second exercise period is based on the operating revenue in 2020, and the growth of operating revenue in 2024 will not be less than 150%.
Based on the net profit attributable to the parent company in 2020, the net profit attributable to the parent company will increase by no less than 160% in 2024.
Note: the above “net profit attributable to the parent” refers to the audited net profit attributable to the shareholders of the listed company, but excluding the impact of share based payment expenses of this and other equity incentive plans as the calculation basis.
8、 The company does not have the following circumstances under which equity incentive shall not be implemented as stipulated in the management measures:
(I) the financial report of the most recent fiscal year has been given a negative opinion or an audit report that cannot express an opinion by a certified public accountant;
(II) the internal control over the financial report of the most recent fiscal year was 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 object of the incentive plan does not have the following circumstances that cannot be the incentive object specified in the management measures:
(I) being identified as inappropriate 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、 Markor International Home Furnishings Co.Ltd(600337) commitment: the company will not provide loans and other forms of financial assistance for any incentive object to obtain relevant rights and interests under the incentive plan, including providing guarantee for its loans.
11、 Markor International Home Furnishings Co.Ltd(600337) 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 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 object shall, after the relevant information disclosure documents are confirmed to have false records, misleading statements or major omissions, Return all benefits obtained from this incentive plan to the company.
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 reviewed 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, 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 administrative measures, the period during which rights and interests cannot be granted shall not be counted as 60 days.
15、 The implementation of the incentive plan will not result in the company’s equity distribution not meeting the listing conditions.
Declare that 2 special tips Chapter 1 interpretation Chapter II purpose of this incentive plan 6 Chapter III Management Organization of this incentive plan Chapter IV determination basis and scope of incentive objects 7 Chapter V Rights and interests to be granted under the incentive plan 9 Chapter VI list of incentive objects and distribution of rights and interests to be granted Chapter VII validity period, authorization date, waiting period, exercise arrangement and lock up period Chapter VIII exercise price and determination method of stock options Chapter IX conditions for granting and exercising stock options Chapter X adjustment methods and procedures of the incentive plan Chapter 11 Accounting Treatment of stock options Chapter XII implementation, grant, exercise, change and termination procedures of the incentive plan 19 Chapter XIII respective rights and obligations of the company / incentive object 21 chapter XIV handling of the incentive plan in case of change of the company / incentive object 23 Chapter XV Supplementary Provisions twenty-five
Chapter I interpretation
Unless otherwise specified, the following words shall have the following meanings in this document:
Interpretation item interpretation content
The company, the company and Markor International Home Furnishings Co.Ltd(600337) refer to Markor International Home Furnishings Co.Ltd(600337)
This incentive plan and this incentive plan refer to Markor International Home Furnishings Co.Ltd(600337) 2022 stock option incentive plan and this 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 under predetermined conditions in the future
Incentive objects refer to the directors, senior managers and core technical (business) personnel of the company who obtain stock options in accordance with the provisions of the incentive plan
The authorization date refers to the date on which the company grants stock options to the incentive object, and the authorization date must be the trading day
The term of validity refers to the period from the date of stock option authorization to the date when all stock options are exercised or cancelled
The waiting period refers to the period between the date of completion of registration of stock option authorization and the date of exercise of stock option
The exercisable date refers to the date when the incentive object can start exercising its rights. The exercisable date must be the trading day
The exercise price refers to the price determined by the company when granting stock options to the incentive object and the incentive object purchases the shares of the listed company
Exercise conditions refer to the conditions that must be met for the incentive object to exercise stock options under the plan
Remuneration 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 means Shanghai Stock Exchange
China Securities Depository and Clearing Corporation refers to Shanghai Branch of China Securities Depository and Clearing Corporation Limited
Company law means the company law of the people’s Republic of China
Securities Law means the securities law of the people’s Republic of China
The Administrative Measures refer to the administrative measures for equity incentive of listed companies
Articles of association means the Markor International Home Furnishings Co.Ltd(600337) articles of association
The company’s assessment management measures refer to the assessment management measures for the implementation of Markor International Home Furnishings Co.Ltd(600337) 2022 stock option incentive plan
Yuan / 10000 yuan / 100 million yuan refers to RMB yuan / 10000 yuan / 100 million yuan, the legal currency unit of the people’s Republic of China
Chapter II purpose of the 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 excellent talents, and fully mobilize the company’s directors
