Securities code: 003021 securities abbreviation: Shenzhen Zhaowei Machinery&Electronic Co.Ltd(003021) Shenzhen Zhaowei Machinery&Electronic Co.Ltd(003021)
Restricted shares and stock options in 2021
Incentive plan (Revised Draft)
Shenzhen Zhaowei Machinery&Electronic Co.Ltd(003021)
January 2002
statement
The board of directors, the board of supervisors and all directors and supervisors of the company 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.
The incentive object 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 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.
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, rules and normative documents, as well as Shenzhen Zhaowei Machinery&Electronic Co.Ltd(003021) the articles of association.
2、 The incentive plan includes stock option incentive plan and restricted stock incentive plan. The stock source is Shenzhen Zhaowei Machinery&Electronic Co.Ltd(003021) (hereinafter referred to as “the company” or “the company”) to issue A-share common shares of the company to the incentive object.
3、 The total number of stock options and restricted shares to be granted to the incentive objects in the incentive plan shall not exceed 3 million shares / 10000. The subject stock involved is A-share common stock, accounting for about 2.81% of the total share capital of the company at the time of announcement of the draft incentive plan. Among them, 2533500 shares / 10000 shares were granted for the first time, accounting for about 84.45% of the total equity to be granted this time, and about 2.38% of the total capital stock of the company at the time of announcement of the draft incentive plan; 466500 shares / 10000 shares are reserved, accounting for about 15.55% of the total equity to be granted this time, and about 0.44% of the total share capital of the company at the time of announcement of the draft incentive plan. The details are as follows:
(I) stock option incentive plan: the company plans to grant 2.4 million stock options to incentive objects, involving A-share common shares, accounting for about 2.25% of the total share capital of the company at the time of announcement of the draft incentive plan. Among them, 2026800 shares were granted for the first time, accounting for about 84.45% of the total number of stock options to be granted this time, and about 1.90% of the total share capital of the company at the time of announcement of the draft incentive plan; 373200 shares are reserved, accounting for about 15.55% of the total number of stock options to be granted this time, and about 0.35% of the total share capital of the company at the time of announcement of the draft incentive plan. On the condition that the exercise conditions are met, each stock option has the right to purchase one share of the company’s shares at the exercise price during the exercise validity period.
(II) restricted stock incentive plan: the company plans to grant 600000 restricted shares to the incentive object, and the subject stock involved is A-share common stock, accounting for about 0.56% of the company’s total share capital of 106.67 million shares at the time of announcement of the draft incentive plan. Among them, 506700 shares were granted for the first time, accounting for about 84.45% of the total number of restricted shares to be granted in the incentive plan and about 0.48% of the total share capital of the company at the time of announcement of the draft incentive plan; 93300 shares are reserved, accounting for about 15.55% of the total number of restricted shares to be granted in the incentive plan and about 0.09% of the total share capital of the company at the time of announcement of the draft incentive plan.
(III) as of the announcement date of the draft incentive plan, the total number of subject shares involved in the equity incentive plan of the company within the whole validity period has not exceeded 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 the equity incentive plan within the whole validity period shall not exceed 1% of the total share capital of the company.
(IV) during the period from the date of announcement of the draft incentive plan to the date when the incentive object completes the exercise of stock options or the lifting of restrictions on the sale of restricted shares, if the company has matters such as the conversion of capital reserve into share capital, the distribution of stock dividends, stock subdivision or reduction, and share allotment, the number of stock options and restricted shares 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 71.25 yuan / share, and the grant price of restricted shares is 35.63 yuan / share.
During the period from the date of announcement of the draft incentive plan to the completion of stock option exercise or restricted stock registration by the incentive object, if the company has matters such as conversion of capital reserve into share capital, distribution of stock dividends, stock subdivision or reduction, allotment and dividend distribution, the exercise price of stock options and the grant price of restricted shares will be adjusted accordingly.
5、 The total number of incentive objects granted by the incentive plan for the first time is 144, including directors, senior managers and other personnel (excluding independent directors and supervisors) who serve in the company (including subsidiaries) when the company announces the incentive plan.
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. If the incentive object is not specified for more than 12 months, the reserved rights and interests shall become invalid. The criteria for determining the reserved incentive object shall be determined with reference to the criteria for the first award.
6、 The validity period of this incentive plan is from the date of completion of registration of grant of stock options and restricted shares to the date of completion of exercise or cancellation of all stock options and cancellation of restrictions on sale or repurchase of restricted shares, with a maximum of 50 months.
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 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 has been given a negative opinion or unable to express an opinion by a 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 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 object complies 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 be the incentive object:
(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.
9、 The company promises not to provide loans or any other form of financial assistance for the incentive object to obtain relevant stock options or 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 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 will 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 be implemented only after being deliberated and approved by the general meeting of shareholders of the company. Within 60 days from the date when the general meeting of shareholders deliberates and approves the incentive plan (excluding the date that shall not be granted in accordance with relevant laws, regulations and Listing Rules), the company will convene the board of directors to grant the incentive objects in accordance with relevant regulations, and complete the announcement, registration 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, announce the termination of the implementation of the equity incentive plan, and the stock options or restricted shares not granted shall become invalid.
12、 The implementation of this incentive plan will not cause the equity distribution to fail to meet 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 specific contents of equity incentive plan twelve
Chapter VI implementation procedures of equity incentive plan thirty-four
Chapter VII respective rights and obligations of the company / incentive object thirty-eight
Chapter VIII handling of changes in the company / incentive object forty
Chapter IX Supplementary Provisions forty-three
Chapter I interpretation
Unless otherwise specified, the following words shall have the following meanings in this document:
Shenzhen Shenzhen Zhaowei Machinery&Electronic Co.Ltd(003021) , refers to Shenzhen Zhaowei Machinery&Electronic Co.Ltd(003021)
The company, the company
This incentive plan and this plan refer to the Shenzhen Zhaowei Machinery&Electronic Co.Ltd(003021) 2021 restricted stock and stock option plan incentive plan
Stock options and options refer to the rights granted by the company to the incentive object to purchase a certain number of shares of the company at a predetermined price and conditions in a certain period of time in the future
According to the conditions and prices specified in the incentive plan, the company grants a certain number of restricted stock index company shares to the incentive objects. These shares are set with a certain period of restricted sale period. The restricted sale and circulation can be lifted only after the conditions for lifting the restricted sale specified in the incentive plan are met
According to the provisions of the incentive plan, the directors, senior managers and other personnel (excluding independent directors and supervisors) of the company that obtains stock options or restricted shares (including the incentive object refers to the subordinate subsidiaries) that need to be encouraged by the board of directors
The grant date refers to the date on which the company grants rights and interests to the incentive object, and the grant date must be the transaction date
The waiting period refers to the period between the date when the registration of stock option grant is completed and the date when the stock option is exercisable
Exercise refers to the behavior that the incentive object purchases the underlying stock according to the conditions set in the incentive plan
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 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 for the incentive object to exercise the stock option according to the stock option incentive plan
Grant price refers to the price of each restricted stock granted by the company to the incentive object
The restricted sale period refers to the period during which the restricted shares granted to the incentive object under the 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
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 Shenzhen Zhaowei Machinery&Electronic Co.Ltd(003021) articles of association
CSRC refers to the China Securities Regulatory Commission
Stock exchange refers to Shenzhen Stock Exchange
Registration and Clearing Company refers to Shenzhen Branch of China Securities Depository and Clearing Co., Ltd
Yuan means RMB yuan
Note: 1. Unless otherwise specified, the financial data and financial indicators quoted in this draft refer to the financial data in the consolidated statements and the financial indicators calculated based on such financial data. 2. In this draft, the difference in the mantissa between the sum of some totals and each breakdown 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 middle-level managers and core technology (business) backbone, 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, 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 management measures, as well as the provisions of the articles of association.
Chapter III
