Securities abbreviation: Sunshine Global Circuits Co.Ltd(300739) securities code: Sunshine Global Circuits Co.Ltd(300739) bond abbreviation: Mingdian convertible bond bond Code: 123087 Sunshine Global Circuits Co.Ltd(300739)
Restricted stock incentive plan for 2022
(Draft) summary
Sunshine Global Circuits Co.Ltd(300739)
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 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 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 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 and other relevant laws, regulations and normative documents, as well as the Sunshine Global Circuits Co.Ltd(300739) articles of association.
2、 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.
3、 The incentive objects participating in the incentive plan do not include independent directors and supervisors of the company. 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, 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) the candidate is not recognized as appropriate by the CSRC 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.
4、 The incentive tool adopted in this incentive plan is restricted stock (class I restricted stock). The stock source is the company’s directional issuance of Sunshine Global Circuits Co.Ltd(300739) (hereinafter referred to as “the company” or “the company”) A shares of common stock to the incentive object.
5、 The number of restricted shares to be granted to the incentive objects in the incentive plan is 5612500 shares, accounting for 1.90% of the total share capital of the company as of March 31, 2022. Among them, 4490000 shares were granted for the first time, accounting for 1.52% of the total 294758195 shares of the company’s share capital as of March 31, 2022; 1122500 shares are reserved, accounting for 0.38% of the company’s total share capital of 294758195 shares as of March 31, 2022, and the reserved part accounts for 20% of the total equity granted this time.
The 2020 restricted stock incentive plan (Revised Draft) approved by the company’s second extraordinary general meeting in 2020 is still being implemented. As of the announcement date of the draft incentive plan, the restricted shares that have not been released from the restricted stock incentive plan in 2020 are 1183080 shares, accounting for 0.40% of the total share capital of the company as of March 31, 2022. The total number of underlying shares involved in all equity incentive plans of the company within the 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 incentive 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.
During the period from the date of announcement of the incentive plan to the completion of the restricted stock registration 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 and the distribution of dividends, the number of restricted shares will be adjusted accordingly according to the incentive plan.
6、 The total number of incentive objects granted for the first time in the incentive plan is 67, which are directors, senior managers, middle managers and core backbone personnel who served in the company (including subsidiaries, the same below) when the company announced 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. In principle, the standard for determining the reserved incentive object shall be determined with reference to the standard for the first award.
7、 The grant price of restricted shares granted for the first time in the incentive plan is 7.10 yuan / share.
During the period from the date of announcement of the incentive plan to the completion of the restricted stock registration 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 and the distribution of dividends, the grant price of restricted shares will be adjusted accordingly according to the incentive plan.
8、 The validity period of this incentive plan shall be no more than 60 months from the date of listing of the restricted shares granted for the first time to the date when all the restricted shares granted to the incentive object are lifted or repurchased and cancelled.
9、 The company promises not to provide loans or any other form of financial assistance for the incentive object to obtain relevant restricted shares in accordance with the incentive plan, including providing guarantee for its loans.
10、 The incentive plan can be implemented only after being deliberated and approved by the general meeting of shareholders of the company.
11、 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 according to relevant regulations, and complete the registration, announcement and other relevant procedures. If the company fails to complete the above work within 60 days, the implementation of the incentive plan shall be terminated, and the non granted restricted shares shall become invalid. According to the measures for the administration of equity incentive of listed companies and the guidelines for self discipline supervision of companies listed on the gem of Shenzhen Stock Exchange No. 1 – business handling, the period during which rights and interests shall not be granted shall not be calculated, and the reserved part within 60 days shall be granted within 12 months after the equity incentive plan is reviewed and approved by the general meeting of shareholders of the company.
12、 The implementation of this incentive plan will not result in the company’s 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 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 handling of changes in the company / incentive object Chapter XII principles for repurchase and cancellation of restricted shares 28 Chapter XIII Supplementary Provisions thirty-one
Chapter I interpretation
Unless otherwise specified, the following words have the following meanings in this article: Sunshine Global Circuits Co.Ltd(300739) , the company, the company and the listed company refer to Sunshine Global Circuits Co.Ltd(300739) restricted stock incentive plan, this incentive plan and Sunshine Global Circuits Co.Ltd(300739) restricted stock incentive plan in 2022
According to the conditions and prices specified in the incentive plan, the company grants incentive restricted shares, which refers to a certain number of company shares to the incentive object. These shares are set with a certain period of restricted sale period. The restricted sale and circulation can be lifted only after reaching the conditions for lifting the restricted sale specified in the incentive plan
In accordance with the provisions of this incentive plan, the directors and incentive objects of the company who obtain restricted shares include directors, senior managers, middle managers and core backbone personnel
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 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
After the completion of the conditions for lifting the restrictions on sales stipulated in the incentive plan, the incentive period for lifting the restrictions on sales refers to the period during which the restricted shares held by the incentive plan can be lifted and listed for circulation
The conditions for lifting the restriction on sale 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 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 articles of association of Sunshine Global Circuits Co.Ltd(300739)
CSRC refers to the China Securities Regulatory Commission
Stock exchange refers to Shenzhen Stock Exchange
Yuan means RMB yuan
Note: 1. Unless otherwise specified, the financial data and financial indicators quoted in the summary of this draft refer to the financial data of the consolidated statement and the financial indicators calculated based on such financial data.
2. If there is any difference in the mantissa between the sum of some total numbers and each detailed number in the summary of this draft, it 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 directors, senior managers, middle managers and core backbone personnel, 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, according to the principle of equal income and contribution, This incentive plan is formulated in accordance with the company law, securities law, administrative measures and other relevant laws, 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 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 will solicit entrusted voting rights from all shareholders for this incentive plan.
4、 If the company changes the equity incentive plan before it is deliberated and approved by the general meeting of shareholders, the independent directors and the board of supervisors shall
