Securities code: 300418 securities abbreviation: Kunlun Tech Co.Ltd(300418) Kunlun Tech Co.Ltd(300418)
Restricted stock incentive plan for 2022
(Draft)
January 2002
Statement
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear legal liabilities for the authenticity, accuracy and integrity of its contents according to law.
All incentive objects of the company promise that if the company does not comply with the granted rights and interests or the ownership arrangement of 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
1、 The Kunlun Tech Co.Ltd(300418) 2022 restricted stock incentive plan (Draft) (hereinafter referred to as “the incentive plan”) is implemented by Kunlun Tech Co.Ltd(300418) (hereinafter referred to as ” Kunlun Tech Co.Ltd(300418) “, “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 and the measures for the administration of equity incentive of listed companies Other relevant laws, administrative regulations, normative documents, articles of association and other relevant provisions such as Shenzhen Stock Exchange gem stock listing rules (revised in 2020), guide for business handling of GEM listed companies No. 5 – equity incentive.
2、 The incentive tool adopted in this incentive plan is restricted stock (the second type of restricted stock). The stock source is the company’s RMB A-share common stock issued by the company to the incentive object.
The incentive objects who meet the grant conditions of the incentive plan, after meeting the corresponding vesting conditions and vesting arrangements, will obtain the additional A-share common shares issued by the company in batches at the grant price during the vesting period, and these shares will be registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. Before vesting, the restricted shares granted to the incentive object shall not enjoy the rights of shareholders of the company, and shall not be transferred, used to guarantee or repay debts.
3、 The number of restricted shares to be granted to the incentive objects in the incentive plan is 26825000 shares, accounting for about 2.24% of the total share capital of the company at the time of announcement 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 does not exceed 20.00% of the total share capital of the company at the time of announcement of the draft incentive plan. The cumulative shares of the company granted by any incentive object in the plan through all equity incentive plans within the validity period shall not exceed 1.00% of the total share capital of the company at the time of announcement of the draft incentive plan.
4、 The grant price of restricted shares granted to the incentive object in the incentive plan is 12.24 yuan / share. From the date of announcement of the incentive plan to the date when the incentive object completes the ownership of restricted shares, if the company has matters such as conversion of capital reserve into share capital, distribution of stock dividends, dividend distribution, share subdivision or reduction, allotment and so on, the grant price of restricted shares will be adjusted accordingly according to the incentive plan.
5、 The total number of incentive objects of the incentive plan is 92, including the core technical (business) personnel when the incentive plan is announced and the relevant employees deemed necessary by the board of directors of the company. Incentive objects do not include: ① independent directors and supervisors; ② Shareholders or actual controllers who individually or jointly hold more than 5% of shares and their spouses, parents and children.
6、 The validity period of the incentive plan shall be no more than 48 months from the date of grant of restricted shares to the date when all the restricted shares granted to the incentive object are vested or invalid.
7、 The restricted shares granted by the incentive plan shall be vested in three phases after 12 months from the date of grant, and the proportion of each phase shall be 30%, 30% and 40% respectively.
8、 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.
9、 The incentive objects participating in the incentive plan do not include the company’s supervisors and independent directors. The incentive object complies with the provisions of Article 8 of the measures for the administration of equity incentive of listed companies and article 8.4.2 of the rules for the listing of shares on the gem of Shenzhen Stock Exchange (revised in 2020), 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.
10、 The company promises not to provide loans and any other forms of financial assistance for the incentive objects of the restricted stock incentive plan to obtain restricted stocks through the plan, including providing guarantee for their loans.
11、 The incentive plan can be implemented only after being deliberated and approved by the general meeting of shareholders of the company.
12、 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 within 60 days according to relevant regulations, grant rights and interests to incentive objects, and complete 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 and the guide for business handling of companies listed on GEM No. 5 – equity incentive, the period during which rights and interests shall not be granted shall not be counted as 60 days.
13、 The implementation of this incentive plan will not cause the equity distribution to fail to meet the requirements of listing conditions.
catalogue
Declare that 2 special tips Chapter 1 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 incentive mode, source, quantity and distribution of restricted shares Chapter VI validity, grant date, ownership arrangement and lock up period Chapter VII grant price and determination method of restricted shares Chapter VIII vesting and vesting conditions of restricted shares Chapter IX implementation procedures of this incentive plan Chapter X adjustment methods and procedures of this incentive plan Chapter XI accounting treatment of restricted stocks 24 Chapter XII respective rights and obligations of the company / incentive object 26 Chapter XIII handling of changes in the company / incentive object 28 chapter XIV Supplementary Provisions thirty-one
Chapter I interpretation
Unless otherwise specified, the following words shall have the following meanings in this document:
Kunlun Tech Co.Ltd(300418) . The company, the company and the listed company refer to Kunlun Tech Co.Ltd(300418)
This incentive plan and this plan refer to Kunlun Tech Co.Ltd(300418) 2022 restricted stock incentive plan
Restricted shares and class II restricted shares refer to the shares of the company obtained and registered by incentive objects meeting the grant conditions of the incentive plan after meeting the corresponding attribution conditions
Incentive objects refer to the core technical (business) personnel of the company who obtain restricted shares in accordance with the provisions of the incentive plan
Grant date refers to the date on which the company grants restricted shares to incentive objects
The grant price refers to the price determined by the company when granting restricted shares to the incentive object and the incentive object obtains the shares of the company
Validity period refers to the period from the date of grant of restricted shares to the date when all the restricted shares granted to the incentive object are vested or invalid
Attribution refers to the behavior that the listed company registers the shares in the incentive object’s account after the restricted stock incentive object meets the benefit conditions
Vesting conditions refer to the benefit conditions that the incentive object set up by the restricted stock incentive plan needs to meet in order to obtain the incentive stock
Vesting date refers to the date on which the authorized shares are registered after the restricted stock incentive object meets the benefit conditions. It must be the trading day
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
Listing Rules refer to Shenzhen Stock Exchange GEM Listing Rules (revised in 2020)
Guide No. 5 refers to guide for business handling of companies listed on GEM No. 5 – equity incentive
Articles of association means the Kunlun Tech Co.Ltd(300418) 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
1. The consolidated data and notes of this financial statement refer to the data of this kind, such as the consolidated data of this kind and the notes of this financial statement
According to the calculated financial indicators.
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 and restraint mechanism, attract and retain excellent talents, fully mobilize the enthusiasm of the company’s core technical (business) personnel, effectively combine the interests of shareholders, the company and the core team, make all parties pay common attention to the long-term development of the company, and 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 income and contribution, the company law, the securities law, the administrative measures, the listing rules, the guide No. 5 and other relevant laws, administrative regulations and normative documents, 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 (hereinafter referred to as the “Remuneration 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 reported to the general meeting of shareholders for deliberation. The board of directors can handle 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 review the list of incentive objects of the incentive plan. Independent directors shall solicit entrusted voting rights from all shareholders for this incentive plan.
4、 If the company changes the incentive plan before it is deliberated and approved by the general meeting of shareholders, the independent directors and the board of supervisors shall express independent opinions on whether the changed plan is conducive to the sustainable development of the company and whether there is obvious damage to the interests of the company and all shareholders.
Before the company grants rights and interests to incentive objects, independent directors and supervisors
