Securities code: 300143 securities abbreviation: Inkon Life Technology Co.Ltd(300143) Inkon Life Technology Co.Ltd(300143)
Restricted stock incentive plan for 2022
(Draft) summary
Inkon Life Technology Co.Ltd(300143)
January 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. After the disclosure of the company’s material statements or commitments on the rights and interests of the incentive objects, all the information recorded in the incentive plan shall be misleading or misleading, and all the rights and interests of the incentive objects shall be returned due to the misleading statements or commitments of the company.
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 Listing Rules of GEM stocks of Shenzhen Stock Exchange (revised in 2020), the measures for the administration of equity incentive of listed companies, the self regulatory guide No. 1 – business handling of GEM listed companies of Shenzhen Stock Exchange and other relevant laws Regulations, normative documents and Inkon Life Technology Co.Ltd(300143) articles of association.
2、 The incentive tool adopted in this incentive plan is restricted stock (the second type of restricted stock). The stock source is Inkon Life Technology Co.Ltd(300143) (hereinafter referred to as “the company” or “the company”) to issue the company’s A-share common stock to the incentive object and repurchase the company’s A-share common stock in the secondary market.
After meeting the corresponding attribution conditions, the incentive objects meeting the grant conditions of the incentive plan will obtain the company’s directional issuance of the company’s A-share common shares to the incentive objects and the repurchase of the company’s A-share common shares in the secondary market at the grant price. These shares will be registered with China Securities Depository and Clearing Co., Ltd. The restricted shares granted to the incentive object shall not enjoy the rights of shareholders of the company before they are vested, and the restricted shares 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 4189000 shares, accounting for about 0.65% 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 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 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 restricted shares in the incentive plan is 7.27 yuan / share.
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 is 131, including directors, senior managers and core backbone employees who served in the company when the company announced the incentive plan.
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 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:
1. An audit report with a negative opinion or unable to express an opinion on the financial and accounting report of the most recent fiscal year issued by a certified public accountant;
2. The internal control of the financial report of the most recent fiscal year is an audit report with a negative opinion or unable to express an opinion issued by a certified public accountant;
3. Failure to distribute profits in accordance with laws and regulations, the articles of association and public commitments within the last 36 months after listing;
4. Equity incentive is not allowed according to laws and regulations;
5. Other circumstances recognized by the CSRC.
8、 The incentive objects participating in the incentive plan do not include the company’s supervisors, 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. 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:
1. Being identified as inappropriate by the stock exchange within the last 12 months;
2. It has been identified as an inappropriate candidate by the CSRC and its dispatched offices within the last 12 months;
3. Being administratively punished by the CSRC and its dispatched offices or taking market entry prohibition measures for major violations of laws and regulations within the last 12 months;
4. Those who are not allowed to serve as directors or senior managers of the company as stipulated in the company law;
5. Those who are not allowed to participate in equity incentive of listed companies according to laws and regulations;
6. 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 according to 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.
12、 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 source, quantity and distribution of restricted shares Chapter VI validity period, grant date, ownership arrangement and lock up period of the incentive plan Chapter VII grant price of restricted shares and determination method of grant price Chapter VIII vesting and vesting conditions of restricted shares Chapter IX adjustment methods and procedures of restricted stock incentive plan Chapter X accounting treatment of restricted stocks 21 Chapter XI handling of changes in the company / incentive object 23 Chapter XII Supplementary Provisions twenty-five
Chapter I interpretation
Unless otherwise specified, the following words have the following meanings in this article: Inkon Life Technology Co.Ltd(300143) , the company, the company and the listed company
This incentive plan refers to the Inkon Life Technology Co.Ltd(300143) 2022 restricted stock incentive plan
Restricted stock and class II restricted stock refer to the shares of the company obtained and registered by incentive objects who meet the grant conditions of the incentive plan after meeting the corresponding ownership institutional stock documents
Incentive objects refer to the directors, senior managers and key employees of the company who obtain restricted shares in accordance with the provisions of the incentive plan
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
Grant price refers to the price of each restricted stock granted by the company to the incentive object
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 set up by the restricted stock incentive plan, and the incentive object is 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)
“Business handling” refers to the self regulatory guidelines for companies listed on the gem of Shenzhen Stock Exchange No. 1 – business handling
Articles of association means the Inkon Life Technology Co.Ltd(300143) 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 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 improve the company’s long-term incentive mechanism, attract and retain 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, business handling 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 shall be responsible for reviewing the list of incentive objects. Independent directors will solicit entrusted voting rights from all shareholders for the incentive plan.
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 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 the incentive object, the independent directors and the board of supervisors shall express clear opinions on whether the conditions for the incentive object to be granted rights and interests set in the incentive plan have been met. If there is any difference between the rights granted by the company to the incentive object and the arrangement of the incentive plan, the independent directors and the board of supervisors (when the incentive object changes) shall express clear opinions at the same time.
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 of the incentive object set in the incentive plan have been achieved.
Chapter IV determination basis and scope of incentive objects
1、 Determination basis of incentive object
1. 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, business handling and other relevant laws, regulations, normative documents and the articles of association, and in combination with the actual situation of the company.
2. Job basis for determining incentive objects
The incentive objects granted by the incentive plan are directors, senior managers and core backbone employees of the company (excluding independent directors, supervisors, shareholders or actual controllers who individually or jointly hold more than 5% of the shares of the company and their spouses, parents and children). For those who meet the scope of incentive objects of the incentive plan, The remuneration and assessment committee of the board of directors of the company shall draw up the list, which shall be verified and determined by the board of supervisors of the company.
2、 Scope of incentive objects
Grant limit of this incentive plan
