Securities abbreviation: Acrobiosystems Co.Ltd(301080) securities code: Acrobiosystems Co.Ltd(301080) Acrobiosystems Co.Ltd(301080) 2022 restricted stock incentive plan
(Draft) summary
Acrobiosystems Co.Ltd(301080)
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.
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 2020), the self regulatory guide for GEM listed companies of Shenzhen Stock Exchange No. 1 – business handling and other laws, regulations and rules Normative documents and relevant provisions of Acrobiosystems Co.Ltd(301080) articles of association.
2、 The incentive tool adopted in this incentive plan is restricted stock (the second type of restricted stock). The source of stock is Acrobiosystems Co.Ltd(301080) (hereinafter referred to as “the company” or “the company”) to issue A-share common stock of the company to the incentive object.
3、 The number of restricted shares to be granted under the incentive plan is 800000 shares, accounting for about 1.0000% of the total share capital of the company at the time of announcement of the draft incentive plan. Among them, 640000 shares were granted for the first time, accounting for about 0.8000% of the total share capital of the company at the time of announcement of the draft incentive plan and 80% of the total equity to be granted; 160000 shares are reserved for grant, accounting for about 0.2000% of the total share capital of the company at the time of announcement of the draft incentive plan and 20% of the total equity to be granted.
As of the date of announcement of the draft incentive plan, the total amount of underlying shares involved in all equity incentive plans of the company within the validity period has not exceeded 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 of the incentive plan through all the equity incentive plans within the validity period shall not exceed 1.00% of the total share capital of the company.
4、 The number of incentive objects granted by this incentive plan for the first time shall not exceed 87, including directors, senior managers and core business backbones of the company (including subsidiaries). The determination of incentive objects reserved for grant shall refer to the standard of first grant.
The incentive objects participating in this incentive plan do not include the company’s supervisors and independent directors, and all comply 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). There are no following circumstances that may not be incentive objects:
(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.
5、 The grant price of restricted shares (including reserved grants) in the incentive plan is 76 yuan / share.
6、 During the period from the date of announcement of the draft incentive plan to the completion of the ownership registration of restricted shares by the incentive object, if the company has ex right and ex interest matters such as conversion of capital reserve into share capital, distribution of stock dividends, division or reduction of shares, allotment and dividend distribution, the granting / ownership price of restricted shares and / or the granting / ownership quantity of restricted shares shall be adjusted accordingly.
7、 The validity period of the incentive plan is 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 invalidated, and the longest period shall not exceed 60 months.
8、 The company complies with the provisions of Article 7 of the measures for the administration of equity incentive of listed companies, and there are no following circumstances under which equity incentive shall not be implemented:
(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.
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 object promises 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 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.
11、 The incentive plan can be implemented only after being deliberated and approved by the general meeting of shareholders of the company.
12、 Within 60 days from the date when the incentive plan is deliberated and approved by the general meeting of shareholders, the company will convene the board of directors to grant and announce the rights and interests of 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 company shall specify the incentive objects to be granted within 12 months after the incentive plan is reviewed and approved by the general meeting of shareholders; If the incentive object is not specified for more than 12 months, the restricted shares corresponding to the reserved part shall become invalid. 13、 The implementation of this incentive plan will not result in the company’s equity distribution not meeting the listing conditions.
catalogue
Chapter I interpretation Chapter II purpose and principles of this incentive plan Chapter III Management Organization of this incentive plan Chapter IV scope of incentive objects and determination basis of this incentive plan Chapter V stock source, grant quantity and distribution of this incentive plan Chapter VI validity period, grant date, ownership arrangement and lock up period of this incentive plan Chapter VII incentive price and determination method of this incentive plan 17 Chapter VIII grant and attribution conditions of this incentive plan Chapter IX adjustment methods and procedures of this incentive plan Chapter 10 accounting treatment of this incentive plan 24 Chapter XI handling of changes in the company / incentive object 26 Chapter 12 settlement mechanism of relevant disputes or disputes between the company and incentive objects 28 Chapter XIII Supplementary Provisions twenty-nine
Chapter I interpretation
Unless otherwise specified, the following words have the following meanings in this article: Acrobiosystems Co.Ltd(301080) , the company, refers to Acrobiosystems Co.Ltd(301080) company and listed company
This incentive plan refers to Acrobiosystems Co.Ltd(301080) 2022 restricted stock incentive plan (Draft)
The second type of restricted stock refers to the A-share common stock issued by the company after meeting the attribution conditions and according to the attribution arrangement agreed in the incentive plan
The incentive object refers to the personnel who intend to participate in the incentive plan, including the directors, senior managers and core business backbone of the company (including subsidiaries)
The grant date refers to the date on which the company grants the second type of restricted shares to the incentive object, and the grant date must be the trading day
The grant price refers to the price of each class II restricted stock granted by the company to the incentive object
The validity period refers to the period from the date of the first grant of class II restricted shares to the date when all the class II restricted shares granted to the incentive object are vested or invalid
Attribution refers to the behavior that after the incentive object meets the benefit conditions, the granted class II restricted shares are registered by the company to the incentive object’s personal securities account
Attribution conditions refer to the benefit conditions that the incentive object needs to meet for the grant of class II restricted shares
Vesting date refers to the date on which the second type of restricted stock granted is registered after the incentive object meets the benefit conditions. The vesting date must be the 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 2020)
The self regulatory guide refers to the self regulatory guide for companies listed on the gem of Shenzhen Stock Exchange No. 1 – business handling
The articles of association refers to the Acrobiosystems Co.Ltd(301080) 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
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 employees, effectively combine the interests of shareholders, the company and employees, and enable all parties to pay common attention to the long-term development of the company, in accordance with the principle of equal benefits and contributions, and in accordance with the company law, securities law, administrative measures, listing rules, self regulatory guidelines and other relevant laws The incentive plan is formulated in accordance with the provisions of laws and regulations, normative documents and the articles of association, in combination with the company’s current salary and performance appraisal system and other management systems.
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. On the premise of legality and compliance, the general meeting of shareholders may authorize the board of directors to manage the implementation of the incentive plan within its authority.
2、 As the executive body of the incentive plan, the board of directors 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 submit it to the general meeting of shareholders for deliberation. With the reasonable authorization of the general meeting of shareholders, the board of directors is responsible for managing the implementation of the incentive plan.
3、 The independent directors and the board of supervisors, as the supervisory authority of the incentive plan, shall express clear 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 the relevant provisions of relevant laws, regulations, rules and normative documents, and be responsible for reviewing the list of incentive objects of the incentive plan. Independent directors shall solicit the entrusted voting rights from all shareholders for the relevant proposals of the incentive plan to be submitted to the general meeting of shareholders for deliberation.
4、 Before the general meeting of shareholders of the company deliberates and approves the incentive plan, if the incentive plan is to be changed, the independent directors and the board of supervisors shall express clear opinions on whether the changed 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.
5、 Before the company grants restricted shares to the incentive object, the independent directors and the board of supervisors shall express clear opinions on whether the grant conditions set in the incentive plan have been achieved. If the actual situation of the company granting restricted shares to the incentive object is different from the established arrangement of the incentive plan, the independent directors and the board of supervisors (when the incentive object changes) shall give clear opinions.
6、 Before the vesting of the restricted shares granted to the incentive object, the independent directors and the board of supervisors shall express clear opinions on whether the vesting conditions set in the incentive plan have been achieved.
Chapter IV scope of incentive objects and determination basis of the incentive plan
1、 Determination basis of incentive object
(I) legal basis for determining incentive objects
The incentive objects of the incentive plan are determined in accordance with the company law, securities law, administrative measures, listing rules and other relevant laws, regulations, normative documents and the articles of association, and in combination with the actual situation of the company.
(II) job basis for determining incentive objects
The incentive objects participating in the incentive plan include the directors, senior managers and core business backbone of the company (including subsidiaries) (excluding independent directors and supervisors).
2、 Scope of incentive objects
The number of incentive objects granted by the incentive plan for the first time shall not exceed 87, including:
(I) directors and senior managers of the company;
(II) core business backbone.
The incentive objects include Mr. Chen Yiding, the actual controller of the company. As the chairman and general manager of the company, Mr. Chen Yiding is the leading core of the company and has a decisive influence on the company’s operation and management, enterprise development strategy, enterprise culture construction and other major decisions. This equity incentive to Mr. Chen Yiding will help Mr. Chen Yiding lead the company’s sustainable and stable development, meet the actual situation and development needs of the company, comply with the principle of equal contribution and incentive of this incentive plan, and safeguard the long-term interests of the majority of shareholders.
The incentive objects include Mr. Miao Jingyun and Mr. Miao Jingyun
