Securities code: Zhejiang Zhengguang Industrial Co.Ltd(301092) securities abbreviation: Zhejiang Zhengguang Industrial Co.Ltd(301092) Zhejiang Zhengguang Industrial Co.Ltd(301092)
Restricted stock incentive plan for 2022
(Draft)
Zhejiang Zhengguang Industrial Co.Ltd(301092)
April, 2002
Statement
The company and all members of the board of directors 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 incentive plan is 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, the Listing Rules of GEM stocks of Shenzhen Stock Exchange (revised in December 2020), the self discipline supervision guide No. 1 of GEM listed companies of Shenzhen Stock Exchange – business handling and other relevant laws, regulations and normative documents, And the Zhejiang Zhengguang Industrial Co.Ltd(301092) articles of association.
2、 The incentive tool adopted in this incentive plan is restricted stock (the second type of restricted stock, the same below). The source of stock is Zhejiang Zhengguang Industrial Co.Ltd(301092) (hereinafter referred to as “the company” or “the company”) to issue A-share common stock to the incentive object.
After meeting the corresponding attribution conditions, the incentive objects who meet the grant conditions of the incentive plan will obtain the additional A-share common shares issued by the company in batches at the grant price, and these shares will be registered with China Securities Depository and Clearing Co., Ltd. The restricted stock granted to the incentive object does not enjoy the rights of shareholders of the company before it is vested, and the restricted stock shall not be transferred, used for guarantee or debt repayment.
3、 The total amount of restricted shares to be granted to the incentive objects in the incentive plan is 1.4 million shares, accounting for 1.05% of the total share capital of the company at the time of announcement of the draft incentive plan. Among them, 1207500 restricted shares were granted for the first time, accounting for 0.91% of the total capital stock of the company at the time of announcement of the draft incentive plan, and 86.25% of the total equity granted for the first time; 192500 shares are reserved, accounting for 0.14% of the company’s total share capital of 133333334 shares at the time of announcement of the draft incentive plan, and the reserved part accounts for 13.75% of the total equity granted this time.
The total number of underlying shares involved in all equity incentive plans of the company within the validity period does not exceed 20% of the total share capital of the company. The shares of the company granted by any incentive object in the incentive plan through all the equity incentive plans within the validity period shall not exceed 1% of the total share capital of the company when the incentive plan is submitted to the general meeting of shareholders for deliberation.
4、 The grant price of some restricted shares granted in the incentive plan for the first time is 13.83 yuan / share. The grant price of reserved part of restricted shares is the same as that of the first grant of some restricted shares.
From the date of announcement of the draft incentive plan to the date when the incentive object completes the ownership registration of restricted shares, if the company has matters such as conversion of capital reserve into share capital, distribution of stock dividends, division or reduction of shares, allotment of shares, dividend distribution, etc., the grant price or quantity of restricted shares will be adjusted accordingly in accordance with the relevant provisions of the incentive plan. 5、 The total number of incentive objects granted by the incentive plan for the first time is 72, including the core personnel who worked in the company when the company (including holding subsidiaries and branches, the same below) announced the incentive plan.
Reserved incentive objects refer to the incentive objects that have not been determined when the incentive plan is approved by the general meeting of shareholders, but are included in the incentive plan during the duration of the incentive plan, which shall be determined within 12 months after the incentive plan is reviewed 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.
6、 The validity period of this incentive plan shall be no more than 60 months from the date of the first grant of restricted shares to the date when all the restricted shares granted to the incentive object are vested or invalid. The restricted shares granted to the incentive object will be vested in several times according to the agreed proportion, and each equity vesting shall be subject to meeting the corresponding vesting conditions.
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 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 over the financial report of the most recent fiscal year has been 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 independent directors, supervisors, shareholders or actual controllers who individually or jointly hold more than 5% of the shares of the listed company, their spouses, parents, children and foreign employees of the listed 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 (revised in December 2020), 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 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 and announce the incentive objects in accordance with relevant regulations. 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. The reserved part 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 equity distribution not meeting the requirements of listing conditions.
catalogue
Declare that 2 special tips Chapter 1 interpretation Chapter II purpose and principles of this incentive plan Chapter III Management Organization of the 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, ownership arrangement and lock up period of this incentive plan Chapter VII grant price of restricted shares and determination method of grant price Chapter VIII conditions for granting and vesting restricted shares Chapter IX adjustment methods and procedures of restricted stock incentive plan Chapter 10 accounting treatment of restricted stocks Chapter XI implementation procedures of restricted stock incentive plan 30 Chapter XII respective rights and obligations of the company / incentive object Chapter 13 handling of changes in the company / incentive object 36 chapter XIV Supplementary Provisions thirty-nine
Chapter I interpretation
Unless otherwise specified, the following words have the following meanings in this article: Zhejiang Zhengguang Industrial Co.Ltd(301092) , the company and the company
Refers to Zhejiang Zhengguang Industrial Co.Ltd(301092)
Company, listed company
This incentive plan refers to the Zhejiang Zhengguang Industrial Co.Ltd(301092) 2022 restricted stock incentive plan
Restricted stocks and incentive objects of the second category that meet the grant conditions of the incentive plan refer to
Shares of the company acquired and registered in batches after institutional shares
In accordance with the provisions of this incentive plan, the incentive objects of companies (including holding subsidiaries) that obtain restricted shares refer to
Key personnel of company and branch (the same below)
The date on which the company grants restricted shares to the incentive object must be the transaction grant date
day
The grant price refers to the price of each restricted stock granted by the company to the incentive object
Term of validity of restricted shares from the date of the first grant of restricted shares to the incentive object
Period during which all tickets belong or become invalid
After the restricted stock incentive object meets the benefit conditions, the listed company will register the shares as the index
Behavior to incentive object’s account
Where a restricted stock incentive plan is established, the incentive object is the ownership conditions of the incentive shares
Benefit conditions to be met
The vesting date of the granted shares after the restricted stock incentive object meets the benefit conditions
Date, must be a trading day
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
Listing Rules refers to the Shenzhen Stock Exchange GEM Listing Rules (revised in December 2020)
Self regulatory guidelines No. 1 self regulatory guidelines for companies listed on the growth enterprise market of Shenzhen Stock Exchange No. 1 – refers to
No. “business handling”
The articles of association refers to the Zhejiang Zhengguang Industrial Co.Ltd(301092) articles of association
CSRC refers to the China Securities Regulatory Commission
Stock exchange refers to Shenzhen Stock Exchange
Yuan and 10000 yuan refer to RMB yuan and 10000 yuan
Note: 1. Unless otherwise specified, the financial data and financial indicators quoted in this draft refer to the financial data in the consolidated statement and the financial indicators calculated based on such financial data. 2. In this draft, the difference in the mantissa between the sum of some total numbers and each detailed number is caused by rounding.
Chapter II purpose and principle of the incentive plan
In order to further improve the company’s long-term incentive mechanism, attract and retain excellent talents, fully mobilize the enthusiasm of the company’s core team, 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 matching income and contribution, This incentive plan is formulated in accordance with the company law, securities law, administrative measures, listing rules, self regulatory guide No. 1 and other relevant laws, regulations, normative documents and 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. The independent directors will report this incentive plan to all shareholders
