Securities abbreviation: Hitevision Co.Ltd(002955) securities code: Hitevision Co.Ltd(002955) Hitevision Co.Ltd(002955)
2022 stock option incentive plan
(Draft)
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 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, other relevant laws, regulations and normative documents, as well as the Hitevision Co.Ltd(002955) articles of association.
2、 Article 7 the listed company shall not be subject to the following circumstances as stipulated in the measures for equity incentive management:
(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 of the incentive plan do not include the supervisors and independent directors of the company, and the shareholders or actual controllers who individually or jointly hold more than 5% of the shares of the company and their spouses, parents and children do not participate in the incentive plan. The incentive objects of this incentive plan do not have the following circumstances that may not be incentive objects as stipulated in Article 8 of the measures for the administration of equity incentive of listed companies:
The candidate is not recognized as appropriate 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.
4、 The incentive tool adopted in the incentive plan is stock option, and the stock source is the company's RMB A-share common stock issued by the company to the incentive object.
5、 The number of stock options to be granted to the incentive objects in the incentive plan is 5.5 million, accounting for about 2.34% of the total share capital of the company at the time of announcement of the draft incentive plan. Among them, 4893300 shares were granted for the first time, accounting for about 2.08% of the total share capital of the company at the time of announcement of the draft incentive plan, accounting for 88.97% of the total rights and interests to be granted in the incentive plan; 606700 reserved grants, accounting for about 0.26% of the company's total share capital of 23498569 shares at the time of announcement of the draft incentive plan and 11.03% of the total rights and interests to be granted in the incentive plan.
As of the disclosure date of the draft incentive plan, 992624 restricted shares in the company's 2019 restricted stock incentive plan were still within the validity period, accounting for about 0.42% of the company's total share capital of 23498569 shares at the time of announcement of the draft incentive plan.
The total number of underlying shares involved in the equity incentive plan of the company within the whole validity period does not exceed 10% of the current total share capital of the company. 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% of the total share capital of the company at the time of announcement of the incentive plan.
During the period from the date of announcement of the incentive plan to the completion of the exercise of stock options by 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, and the allotment of shares, the number of stock options will be adjusted accordingly.
6、 The total number of incentive objects to be granted in the incentive plan for the first time is 174, including some directors, senior managers, core managers and core technical (business) personnel who served in the company (including subsidiaries within the scope of consolidated statements, the same below) when announcing the incentive plan. The incentive objects of the reserved part shall be determined by the board of directors of the company within 12 months after the general meeting of shareholders deliberates and approves the incentive plan with reference to the criteria for the first grant. If the incentive object is not specified for more than 12 months, the reserved rights and interests shall become invalid.
7、 The exercise price of the stock option granted for the first time in the incentive plan is 17.08 yuan / share. During the period from the date of announcement of the incentive plan to the completion of the exercise of stock options by 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 exercise price of stock options will be adjusted accordingly.
8、 The validity period of the incentive plan shall be from the date of the first authorization of stock options to the date of the exercise or cancellation of all stock options granted to the incentive object, and the maximum period shall not exceed 48 months.
9、 The company promises not to provide loans or any other form of financial assistance to the incentive object in accordance with the relevant stock option exercise of 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 in accordance with relevant regulations to grant some incentive objects for the first time, and complete the announcement, registration and other relevant procedures. If the company fails to complete the above work within 60 days, the implementation of the incentive plan will be terminated, and the stock options not granted will be invalid. According to the administrative measures, the period during which a listed company may not grant rights and interests shall not be counted within 60 days. 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、 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.
13、 The implementation of this incentive plan will not result in the equity distribution not meeting the requirements of listing conditions.
catalogue
Declare that 1 special tips 1 catalog Chapter 1 interpretation 5 chapter II purpose and principle of this incentive plan 6 Chapter III Management Organization of this incentive plan Chapter IV determination basis and scope of incentive objects Chapter V source, quantity and distribution of stock options Chapter VI validity period, authorization date, waiting period, vesting date, exercise arrangement and lock up period of the incentive plan Chapter VII exercise price of stock options and determination method of exercise price Chapter VIII conditions for granting and exercising stock options Chapter IX adjustment methods and procedures of this incentive plan Chapter 10 accounting treatment of stock options Chapter XI implementation procedures of stock option incentive plan Chapter 12 respective rights and obligations of the company and the incentive object 24 Chapter XIII handling of changes in the company / incentive object Chapter XIV settlement mechanism of relevant disputes or disputes between the company and incentive objects 28 Chapter 15 Supplementary Provisions twenty-nine
Chapter I interpretation
Unless otherwise specified, the following words have the following meanings in this article:
Hitevision Co.Ltd(002955) , the company and the company refer to Hitevision Co.Ltd(002955)
The incentive plan, equity incentive plan and stock futures refer to the stock option incentive plan of Hitevision Co.Ltd(002955) 2022
Right incentive plan
Options and stock options refer to the right granted by the company to the incentive object to purchase a certain number of shares of the company at a predetermined price and conditions in a certain period of time in the future
Incentive objects refer to the directors, senior managers, core managers and core technical (business) personnel of the company who obtain stock options in accordance with the provisions of the incentive plan
The authorization date refers to the date on which the company grants stock options to the incentive object. The authorization date must be the trading day
The term of validity refers to the period from the first authorization date of stock options to the date when all stock options are exercised or cancelled
The waiting period refers to the period between the stock option authorization date and the stock option vesting date
According to the stock option incentive plan, the incentive object exercises the stock exercise right. In this incentive plan, the exercise of right is the incentive object's behavior of purchasing the subject stock according to the price and conditions set in the incentive plan
The exercisable date refers to the date when the incentive object can start exercising the right. The exercisable date must be the trading day
The exercise price refers to the price at which the incentive object purchases the company's shares as determined in the incentive plan
Exercise conditions refer to the conditions that must be met for the incentive object to exercise stock options according to the incentive plan
Equity refers to the stock options granted to the incentive object
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 Hitevision Co.Ltd(002955) articles of association
CSRC and CSRC refer to the China Securities Regulatory Commission
Stock exchange refers to Shenzhen Stock Exchange
Securities Depository and clearing institution refers to Shenzhen Branch of China Securities Depository and Clearing Corporation Limited
Yuan means RMB yuan
Note: 1. Unless otherwise specified, the financial data and financial indicators quoted in this draft refer to the financial figures within the scope of consolidated statements
And financial indicators calculated based on such financial data.
2. In this draft, the sum of the direct addition of some total figures and each detailed figure
Differences in mantissa are due to 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 work enthusiasm of the company's core managers and core technical (business) 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, The provisions of the company's incentive plan, the company's articles of association and the relevant laws and regulations are formulated in accordance with the company law, the company's incentive plan and the relevant regulatory documents.
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 and management organization of the incentive plan, under which there is a salary and assessment committee, which 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.
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 discuss whether the changed plan is conducive to the sustainable development of the company and whether there is obvious damage to the company and the whole company
