Securities abbreviation: Shenzhen Longtech Smart Control Co.Ltd(300916) securities code: Shenzhen Longtech Smart Control Co.Ltd(300916) Shenzhen Longtech Smart Control Co.Ltd(300916)
Restricted stock incentive plan for 2022
(Draft)
Shenzhen Longtech Smart Control Co.Ltd(300916)
May, 2002
Statement
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear legal responsibility for the authenticity, accuracy and integrity of its contents according to law.
I
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, the rules for the listing of shares on the gem of Shenzhen Stock Exchange (revised in 2020) and other relevant laws, regulations and normative documents, as well as the Shenzhen Longtech Smart Control Co.Ltd(300916) articles of association.
2、 The incentive tool of the incentive plan is the second type of restricted stock, and the stock source is the company's A-share common stock issued to the incentive object.
3、 The incentive plan intends to grant no more than 1277400 restricted shares to the incentive objects, accounting for 2% of the total share capital of the company at the time of announcement of the draft incentive plan. Among them, 1021920 equity shares were granted for the first time, accounting for 80% of the total granted under the plan and 1.6% of the total share capital of the company at the time of announcement of the draft incentive plan; The reserved granted rights and interests totaled 255480 shares, accounting for 20% of the total granted shares of the plan and 0.4% of the total share capital of the company at the time of announcement of the draft incentive plan.
As of the date of announcement of the draft incentive plan, the cumulative number of subject shares involved in the equity incentive plan within the whole validity period of the company 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 of the company granted by any incentive object through the equity incentive plan within the whole validity period has not exceeded 1.00% of the total share capital of the company at the time of announcement of the draft incentive plan.
4、 The grant price of restricted shares in the incentive plan (including the reserved part) is 20.65 yuan / share
5、 From the date of announcement of the draft incentive plan to the date of ownership registration of the restricted shares granted to the incentive object, if the company has matters such as capital reserve conversion to share capital, distribution of stock dividends, dividend distribution, share subdivision or reduction, allotment and so on, the granting price and / or quantity of restricted shares will be adjusted accordingly in accordance with the relevant provisions of the incentive plan. 6、 The total number of incentive objects granted by the incentive plan for the first time is 156, including directors and senior managers who worked in the company when announcing the draft plan, as well as managers and technical (business) personnel who have a direct impact on the company's business performance and future development, excluding independent directors, supervisors and foreign employees.
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 in time on the designated website as required. If the incentive object is not specified for more than 12 months, the reserved rights and interests shall become invalid. The criteria for determining the reserved incentive object shall be determined with reference to the criteria for the first award.
7、 The validity period of this incentive plan is from the date of the first grant of restricted shares to the date of full ownership or cancellation
The maximum period of validity shall not exceed 48 months. On the premise that the ownership conditions of each incentive object are met, the ownership conditions of each incentive object shall be divided according to the ownership proportion.
8、 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 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) circumstances where equity incentive is prohibited by laws and regulations;
(V) other circumstances recognized by the CSRC.
9、 The incentive objects of the incentive plan do not have the following circumstances:
(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) the company is not allowed to be a director or senior manager of the company as stipulated in the company law of the people's Republic of China;
(V) circumstances in which it is not allowed to participate in the equity incentive of listed companies according to laws and regulations;
(VI) other circumstances recognized by the CSRC.
10、 The fund source of this incentive plan is the legal self raised fund of the incentive object, and Shenzhen Longtech Smart Control Co.Ltd(300916) promises not to provide loans and any other forms of financial assistance for the incentive object to obtain relevant restricted shares according to this incentive plan, including providing guarantee for its loans.
11、 All incentive objects of the company promise that the company does not comply with the granted rights and interests or the ownership arrangement of rights and interests due to false records, misleading statements or major omissions in the information disclosure documents. After the relevant information disclosure documents are confirmed to have false records, misleading statements or major omissions, the incentive objects shall return all the benefits obtained from the incentive plan to the company.
12、 The incentive plan can be implemented only after being deliberated and approved by the general meeting of shareholders of the company.
III
13、 After the incentive plan is reviewed and approved by the general meeting of shareholders of the company, the company will convene the board of directors to grant rights and interests to the incentive objects in accordance with relevant regulations within 60 days, and complete the announcement and other relevant procedures. If the company fails to complete the above work within 60 days, it shall timely disclose the reasons for the failure and announce the termination of the incentive plan. According to the measures for the administration of equity incentive of listed companies, the period during which rights and interests cannot be granted shall not be counted as 60 days. 14、 The implementation of this incentive plan will not result in the company's equity distribution not meeting the requirements of listing conditions.
IV
catalogue
Declare that I special tips II Chapter I interpretation Chapter II purpose of implementing incentive plan Chapter III Management Organization of this incentive plan Chapter IV determination basis and scope of incentive objects Chapter V incentive methods, sources, quantity and distribution of restricted stocks Chapter VI validity period, grant date, ownership arrangement and lock up period of the incentive plan Chapter VII award price and determination method of award price Chapter VIII vesting and vesting conditions of restricted shares Chapter IX implementation procedures of restricted stock incentive plan Chapter 10 adjustment methods and procedures of this incentive plan Chapter XI accounting treatment of restricted stocks 21 Chapter XIII handling of changes in the company / incentive object 25 chapter XIV Supplementary Provisions twenty-eight
Chapter I interpretation
Unless otherwise specified, the following words and expressions have the following meanings in this article: Shenzhen Longtech Smart Control Co.Ltd(300916) , the company, the company and Shenzhen Longtech Smart Control Co.Ltd(300916) listed company
This incentive plan refers to Shenzhen Longtech Smart Control Co.Ltd(300916) 2022 restricted stock incentive plan
Restricted stock and the second type of restricted stock refer to the shares of the company obtained and registered in batches by the incentive objects who meet the grant conditions of the incentive plan after meeting the corresponding benefit stock conditions
In accordance with the provisions of this incentive plan, the directors and senior managers of the company that has obtained restricted shares, as well as the managers and technical (business) personnel who have a direct impact on the company's operating performance and future development, except independent directors and supervisors
Grant date refers to the date on which the company grants restricted shares to incentive objects
The grant price refers to the price at which the incentive object obtains the company's shares when the company grants restricted shares to the incentive object
Validity period refers to the period 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
Attribution refers to the behavior that the listed company registers the shares in the account of the incentive object after the incentive object meets the benefit conditions of restricted shares
Vesting conditions refer to the benefit conditions established by the plan, and the incentive object is the benefit conditions required to obtain restricted shares
Vesting date refers to the date on which the authorized shares are registered after the incentive object meets the benefit conditions of restricted shares. It 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 December 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 Shenzhen Longtech Smart Control Co.Ltd(300916) articles of association
Remuneration Committee refers to the remuneration and assessment committee of the board of directors of the company
CSRC refers to the China Securities Regulatory Commission
Stock exchange refers to Shenzhen Stock Exchange
Shenzhen Securities Depository and Clearing Co., Ltd
Yuan means RMB yuan
Note: 1. The financial data and financial indicators quoted in this plan refer to the financial data in the consolidated statement and the financial indicators calculated based on such financial data unless otherwise specified;
2. If there is any difference in the mantissa between the sum of some total figures and each detailed figure in the plan, it is caused by rounding.
Chapter II purpose of implementing incentive plan
In order to further improve the corporate governance structure, promote the company to establish and improve the long-term incentive and restraint mechanism, fully mobilize the directors and senior managers of the company, as well as the managers and technical (business) personnel who have a direct impact on the company's business performance and future development, and realize the sense of responsibility and mission for the sustainable and healthy development of the company, the company, in accordance with the company law, securities law and management measures The incentive plan is formulated in the listing rules and other relevant laws, regulations and normative documents as well as 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 can 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 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 can 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 obvious damage to the interests of the company and all shareholders. The board of supervisors shall review the list of incentive objects of the incentive plan and supervise whether the implementation of the plan complies with relevant laws, regulations, normative documents and the business rules of the stock exchange. single
