Securities code: 688210 securities abbreviation: Tonglian precision Announcement No.: 2022022
Shenzhen oceanwide Tonglian Precision Manufacturing Co., Ltd
2022 restricted stock incentive plan (Draft) summary announcement
The board of directors and all directors of the company guarantee that the contents of this announcement are free from any false records and misleading
Make statements or major omissions, and bear legal responsibility for the authenticity, accuracy and completeness of their contents according to law
Ren.
Important content tips:
Equity incentive method: restricted stock (class II)
Share source: Shenzhen oceanwide United Precision Manufacturing Co., Ltd. (hereinafter referred to as "the company" or "the company") issued A-share common stock of the company to the incentive object.
Total equity of equity incentive and total number of underlying shares involved:
The 2022 restricted stock incentive plan (Draft) of Shenzhen oceanwide UnionPay Precision Manufacturing Co., Ltd. (hereinafter referred to as "the incentive plan" or "the plan") intends to grant no more than 3 million restricted shares to the incentive objects, accounting for about 3.75% of the total share capital of the company at the time of announcement of the draft incentive plan. Among them, 2461419 restricted shares were granted for the first time, accounting for 3.08% of the company's total share capital of 80 million shares when the draft incentive plan was announced, and the part granted for the first time accounted for 82.05% of the total equity granted this time; 538581 million shares are reserved, accounting for 0.67% of the total share capital of the company at the time of announcement of the draft incentive plan, and the reserved part accounts for 17.95% of the total equity granted this time.
1、 Purpose of equity 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 core team, effectively combine the interests of shareholders, the interests of the company and the personal interests of the core team, make all parties pay common attention to the long-term development of the company, and ensure the realization of the company's development strategy and business objectives, on the premise of fully protecting the interests of shareholders, in accordance with the principle of equal benefits and contributions, In accordance with the company law of the people's Republic of China (hereinafter referred to as the "company law"), the securities law of the people's Republic of China (hereinafter referred to as the "Securities Law"), the measures for the administration of equity incentive of listed companies (hereinafter referred to as the "administrative measures") and the Listing Rules of Shanghai Stock Exchange on the science and Innovation Board (hereinafter referred to as the "Listing Rules") This incentive plan is formulated in accordance with relevant laws, regulations and normative documents such as self regulatory guide No. 4 - disclosure of equity incentive information of listed companies on the science and Innovation Board (hereinafter referred to as "regulatory guide No. 4") and the articles of association of Shenzhen oceanwide UnionPay Precision Manufacturing Co., Ltd. (hereinafter referred to as "the articles of association"). 2、 Equity incentive method and source of underlying stock
The incentive tool adopted in this plan is restricted stock (class II restricted stock), and the underlying stock involved comes from the company's directional issuance of A-share common stock of the company to the incentive object.
3、 Number of rights and interests to be granted under the equity incentive plan
The incentive plan intends to grant no more than 3 million restricted shares to the incentive objects, accounting for about 3.75% of the total share capital of the company at the time of announcement of the draft incentive plan. Among them, 2461419 restricted shares were granted for the first time, accounting for 3.08% of the company's total share capital of 80 million shares when the draft incentive plan was announced, and the part granted for the first time accounted for 82.05% of the total equity granted this time; 538581 million shares are reserved, accounting for 0.67% of the total share capital of the company at the time of announcement of the draft incentive plan, and the reserved part accounts for 17.95% of the total equity granted this time.
As of the date 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 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 number of shares granted to any incentive object 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.
From the announcement date of the incentive plan to the time when the incentive object is granted restricted shares, and from the time when the incentive object is granted restricted shares to the time of ownership, the company has matters such as the conversion of capital reserve into share capital, the distribution of stock dividends, the division of shares, the allotment of shares and the reduction of shares, and the number of restricted shares granted shall be adjusted accordingly.
4、 Determination basis and scope of incentive objects and the number of rights and interests granted to them
(I) basis for determining incentive objects
1. Legal basis for determining incentive objects
The incentive object of this plan is determined in accordance with the company law, securities law, administrative measures, listing rules and other relevant laws and regulations, normative documents and the relevant provisions of the articles of association, and in combination with the actual situation of the company.
2. Job basis for determining incentive objects
The incentive objects involved in the first part of the plan are the directors, senior managers, core managers, core technical (business) personnel and other employees who work in the listed company (including subsidiaries, the same below) at the time of announcement of the draft plan. For those who meet the scope of incentive objects of the incentive plan, the Remuneration Committee of the company shall draw up a list of incentive objects, which shall be verified and determined by the board of supervisors of the company. (II) scope of incentive objects
The total number of incentive objects to be granted for the first time in the plan is 58, accounting for 6.79% of the total number of employees of the company at the end of 2021. Specifically include:
1. Directors and senior managers of the company;
2. Core management personnel and core technical (business) personnel of the company;
3. Other employees deemed necessary by the board of directors of the company.
The incentive objects involved in this incentive plan do not include independent directors, supervisors and foreign employees. The incentive object does not have the circumstances specified in Items 1 to 6, paragraph 2, Article 8 of the administrative measures.
During the period from the announcement date of the incentive plan to the grant date determined by the board of directors, if the incentive object proposes to resign or explicitly gives up the restricted shares to be granted, the board of directors has the right to cancel the incentive qualification of such incentive object and make appropriate adjustments to the specific list within the scope of incentive objects determined by the incentive plan.
Among the above incentive objects, directors must be elected by the general meeting of shareholders or the shareholders' meeting, and senior managers must be appointed by the board of directors or executive directors. All incentive objects must work in the listed company within the validity of the plan and sign labor contracts, employment contracts or labor contracts.
The incentive objects of this incentive plan include Mr. Yang Hu, the actual controller of the company, and Ms. Wang Xiaolin, his spouse. Mr. Yang Hu is the chairman, general manager and core technician of the company. During his tenure, he comprehensively presides over the operation and management of the company and plays a significant role in the R & D, production and sales of the company's products, the formulation of the company's strategic policies and business decisions, and major operation and management matters. The company's inclusion in this incentive plan meets the development needs of the company and the provisions of the listing rules and other relevant laws and regulations, It is necessary and reasonable.
As the core manager of the company, Ms. Wang Xiaolin is in charge of the company's human resources and administrative management during her tenure. She plays an important role in the company's growth process and future development. It is necessary and reasonable to become the incentive object of the company's restricted stock incentive plan.
The incentive object of the reserved grant part shall be determined within 12 months after the incentive plan is considered and approved by the general meeting of shareholders. After the proposal of the board of directors, the explicit opinions of the independent directors and the board of supervisors, the professional opinions of lawyers and the legal opinions are issued, the company shall accurately disclose the relevant information of the incentive object on the designated website in time as required. exceed
If the incentive object is not specified after 12 months, the reserved rights and interests shall become invalid. For the determination standard of reserved incentive objects, refer to the first
The criteria for this award are determined.
(III) distribution of rights and interests granted to incentive objects
The distribution of restricted shares granted by the incentive plan among incentive objects is shown in the table below:
Proportion of restricted shares granted to the incentive plan to the number of job tickets of the name and nationality of the incentive plan (10000 shares of the company at the time of announcement of the number of rights granted)
1、 Directors, senior managers, core managers and core technical (business) personnel
Chairman and general manager
Yang Hu Zhongli, core technology 79200026.40% 0.99%
personnel
Guo Xinyi, director and deputy general manager of China 170896 5.70% 0.21%
reason
Directors and board of directors
Hou can, secretary and chief financial officer of China 8.2502 2.75% 0.10%
prison
Yan Xinhua China's core technicians 7.0716 2.36% 0.09%
Chen Yong Chinese core technical personnel 7.0716 2.36% 0.09%
Wang Xiaolin China's core managers 3.5358 1.18% 0.04%
Subtotal 122218840.74% 1.53%
2、 Other incentive objects
1239231%, 41.31% and 1.55% of other employees deemed necessary by the board of directors
(52 persons in total)
Total initial grant 246141982.05% 3.08%
3、 Reserved part 53858117.95% 0.67%
Total 30 Ping An Bank Co.Ltd(000001) 00.00% 3.75%
Note: 1. The shares of the company granted to any of the above incentive objects through all effective equity incentive plans are not more than
1% of the total share capital of the company at the time of announcement of the draft incentive plan, and the subject matter involved in the incentive plan within the whole validity period of the company
The total number of shares shall not exceed 20% of the total share capital of the company at the time of announcement of the draft incentive plan.
2. The incentive objects of this plan do not include independent directors, supervisors and foreign employees.
3. The incentive object of the reserved part shall be determined within 12 months after the incentive plan is deliberated and approved by the general meeting of shareholders and approved by the board of directors
After proposing, the independent directors and the board of supervisors express clear opinions, lawyers express professional opinions and issue legal opinions, the company refers to
The website shall timely and accurately disclose the relevant information of incentive objects as required.
4. The difference in mantissa between the sum of the above total data and each detailed number is caused by rounding.
(IV) verification of incentive objects
1. After the incentive plan is reviewed and approved by the board of directors, the company will publicize the names and positions of incentive objects internally through the company's website or other channels for a period of no less than 10 days.
2. The board of supervisors of the company will review the list of incentive objects, fully listen to the publicity opinions, and disclose the review opinions of the board of supervisors on the list of incentive objects and the explanation of publicity five days before the general meeting of shareholders of the company deliberates the incentive plan. The list of incentive objects adjusted by the board of directors of the company shall also be verified by the board of supervisors of the company.
(V) during the implementation of the equity incentive plan, if the incentive object is not allowed to become the incentive object as stipulated in the administrative measures for equity incentive of listed companies and this incentive plan, the incentive object shall not be granted restricted shares, and the ownership of the granted but not yet vested restricted shares shall be cancelled and invalid.
5、 Relevant schedule of this incentive plan
(I) validity period of the incentive plan
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.
(II) grant date of the incentive plan
The grant date shall be determined by the board of directors after the incentive plan is deliberated and approved by the general meeting of shareholders of the company, and the grant date must be the trading day. The company shall convene the board of directors to grant restricted shares to the incentive objects for the first time and complete the announcement and other relevant procedures in accordance with relevant regulations within 60 days after the plan is considered and approved by the general meeting of shareholders. If the company fails to complete the above work within 60 days, it shall disclose the reasons for the failure in time, announce the termination of the implementation of the incentive plan, and the restricted shares that have not been granted shall become invalid.
(III) ownership arrangement of the incentive plan
The restricted shares granted by the incentive plan will be vested in batches according to the agreed proportion after the incentive object meets the corresponding vesting conditions. The vesting date must be the trading day, and the obtained restricted shares shall not be vested in the following periods:
1. Before the announcement of the company's periodic report
