Securities abbreviation: Shandong Link Science And Technology Co.Ltd(001207) securities code: 001207 Shandong Link Science And Technology Co.Ltd(001207)
Restricted stock incentive plan for 2022
(Draft)
January 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 Shandong Link Science And Technology Co.Ltd(001207) 2022 restricted stock incentive plan (Draft) (hereinafter referred to as “the incentive plan” and “the plan”) is implemented by Shandong Link Science And Technology Co.Ltd(001207) (hereinafter referred to as ” Shandong Link Science And Technology Co.Ltd(001207) “, “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, the measures for the administration of equity incentive of listed companies and other relevant laws Administrative regulations, normative documents, the Shandong Link Science And Technology Co.Ltd(001207) articles of association and other relevant provisions shall be formulated.
2、 The incentive tool adopted in this incentive plan is restricted stock. The stock source is the company’s A-share common stock issued to the incentive object.
3、 The number of restricted shares to be granted to the incentive object under the incentive plan is 1990000 shares, accounting for 1.09% of the total share capital of the company on the announcement date of the draft incentive plan of 182000000 shares. Among them, 1880000 shares were granted for the first time, accounting for 94.47% of the total amount to be granted and 1.03% of the total share capital of the company on the announcement date of the draft incentive plan; 110000 shares are reserved, accounting for 5.53% of the total amount to be granted this time and 0.06% of the total share capital of the company on the announcement date of the draft incentive plan.
As of the announcement date of this incentive plan, the total number of subject shares involved in all equity incentive plans of the company within the validity period has not exceeded 10.00% of the total share capital of the company. The cumulative number of shares of the company granted by any incentive object in the incentive plan through all equity incentive plans within the validity period does not exceed 1.00% of the total share capital of the company at the time of announcement of the draft incentive plan, and the reserved proportion does not exceed 20.00% of the number of rights and interests to be granted in the incentive plan.
4、 The incentive objects of the incentive plan include directors, senior managers and core backbone personnel (excluding independent directors and supervisors) who served in the company (including holding subsidiaries, the same below) when the company announced the incentive plan, of which 106 incentive objects were granted for the first time.
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 by the company within 12 months after the incentive plan is reviewed and approved by the general meeting of shareholders.
5、 The grant price of restricted shares granted to the incentive object in the incentive plan is 11.17 yuan / share. During the period from the date of announcement of the plan to the completion of restricted stock grant registration, 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 grant quantity will be adjusted accordingly according to the plan.
6、 The validity period of the plan shall be no more than 48 months from the date of completion of the registration of the grant of restricted shares to the date when all the restricted shares granted to the incentive object are lifted or repurchased and cancelled.
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 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 was 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.
8、 All incentive objects of the company promise that if the company does not comply with the arrangement for 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, after the relevant information disclosure documents are confirmed to have false records, misleading statements or major omissions, Return all benefits obtained from this incentive plan to the company.
9、 The company promises that major shareholders or actual controllers who individually or jointly hold more than 5% of the shares and their spouses and immediate relatives do not participate in the plan.
10、 The company promises that there are no false records, misleading statements or major omissions in the information disclosure documents related to the incentive plan; Do not provide loans and other forms of financial assistance for the incentive objects of this restricted stock incentive plan to obtain restricted stocks through this plan, including providing guarantees for their loans.
11、 The plan can be implemented only after being deliberated and approved by the general meeting of shareholders of the company.
12、 After the plan is deliberated and approved by the general meeting of shareholders, the company shall grant restricted shares to incentive objects and complete announcement and registration within 60 days. The board of directors of the company shall timely disclose the announcement of relevant implementation after the registration of the granted restricted shares is completed.
13、 The implementation of the incentive plan will not lead to the company’s equity distribution not meeting the requirements of listing conditions.
catalogue
Declare that 1 special tips Chapter 1 interpretation 5 chapter II purpose of this incentive plan 6 Chapter III Management Organization of this incentive plan Chapter IV determination basis and scope of incentive objects Chapter V quantity and source of restricted shares Chapter VI validity period, grant date, restriction period, lifting of restriction arrangement and lock up period Chapter VII grant price of restricted shares and determination method of grant price Chapter VIII conditions for granting incentive objects and conditions for lifting sales restrictions Chapter IX adjustment methods and procedures of this incentive plan Chapter X accounting treatment of restricted stocks Chapter XI implementation procedures of this incentive plan 24 Chapter XII other rights and obligations of the company / incentive object 27 Chapter XIII handling of the incentive plan when the company / incentive object changes Chapter XIV principles for repurchase and cancellation of restricted shares 32 Chapter XV other important matters thirty-five
Chapter I interpretation
Unless otherwise specified, the following words have the following meanings in this article: Shandong Link Science And Technology Co.Ltd(001207) , the company, the company refers to Shandong Link Science And Technology Co.Ltd(001207) , and the listed company
This incentive plan and this plan refer to Shandong Link Science And Technology Co.Ltd(001207) 2022 restricted stock incentive plan (Draft)
Restricted shares 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 benefit conditions
Incentive objects refer to the directors, senior managers and core backbone personnel who have obtained restricted shares and hold positions in the company (including holding subsidiaries) 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
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
The restricted sale period refers to the period during which the restricted shares granted to the incentive object under the plan are prohibited from being transferred, used for guarantee and debt repayment
The release period refers to the period during which the restricted shares held by the incentive object can be released and listed for circulation after the release conditions specified in the plan are met
The conditions for lifting the restriction on sales refer to the conditions that must be met for lifting the restriction on sales of restricted shares obtained by the incentive object according to the incentive plan
CSRC refers to the China Securities Regulatory Commission
Registration and Clearing Company refers to Shenzhen Branch of China Securities Depository and Clearing Co., Ltd
Remuneration Committee refers to the remuneration and assessment committee under the board of directors of the company
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
Articles of association means the Shandong Link Science And Technology Co.Ltd(001207) articles of association
Yuan / 10000 yuan refers to RMB yuan / 10000 yuan, the legal currency unit of the people’s Republic of China
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 of the incentive plan
In order to further improve the corporate governance structure of the company, establish and improve the company’s long-term incentive and restraint mechanism, attract and retain excellent talents, fully mobilize the work enthusiasm of the company’s directors, senior managers and other key personnel, effectively combine the interests of shareholders, the company and the personal interests of operators, and jointly pay attention to the long-term development of the company, And work together for it; At the same time, in order to further promote the long-term behavior of decision makers and managers, promote the rapid and sustainable development of the company and maximize the value of the company and shareholders, on the premise of fully protecting the interests of shareholders, in accordance with the principle of equal income and contribution, in accordance with the company law, securities law, administrative measures and other relevant laws and regulations, normative documents and the articles of association, Develop this incentive plan. As of the announcement date of this incentive plan, the company has not implemented other equity incentive plans and other long-term incentive mechanisms at the same time.
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 plan. The general meeting of shareholders may authorize the board of directors to handle some matters related to the plan within its authority.
2、 The board of directors is the executive management organization of the plan and is responsible for the implementation of the plan. The Remuneration Committee under the board of directors is responsible for formulating and revising the 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 plan within the scope authorized by the general meeting of shareholders. 3、 The board of supervisors, as the supervisory body of the plan, shall express opinions on whether the 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 plan complies with relevant laws, regulations, normative documents and business rules of Shenzhen Stock Exchange, and shall be responsible for reviewing the list of incentive objects.
Independent directors shall express independent opinions on whether the incentive 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, and solicit entrusted voting rights from all shareholders on 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 equity 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 incentive objects exercise their rights and interests, the independent directors and the board of supervisors shall express clear opinions on whether the conditions for the incentive objects to exercise their rights and interests set in the equity incentive plan have been met.
Chapter IV determination basis and scope of incentive objects
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, management measures and other relevant laws, administrative 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 of the incentive plan are directors, senior managers and core backbone personnel working in the company (including holding subsidiaries), 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. The list of personnel who meet the scope of incentive objects of the incentive plan shall be drawn up by the Remuneration Committee of the company and verified and determined by the board of supervisors of the company.
2、 Scope of incentive objects
A total of 106 incentive objects are granted for the first time in the incentive plan, including:
1. Directors and senior managers;
2. Key personnel.
The incentive objects involved in the incentive plan do not include independent directors, supervisors, shareholders or actual controllers who individually or jointly hold more than 5% of the company’s shares and their spouses, parents and children, nor do they include persons who are not suitable to be incentive objects as stipulated in Article 8 of the management measures.
Among the incentive objects involved in the incentive plan, the directors must be elected by the general meeting of shareholders,
