Stock abbreviation: Weihai Guangwei Composites Co.Ltd(300699) Stock Code: Weihai Guangwei Composites Co.Ltd(300699) Weihai Guangwei Composites Co.Ltd(300699)
Restricted stock incentive plan for 2022
May, 2002
statement
The company and all members of the board of directors and the board of supervisors guarantee that the incentive plan and its summary are true, accurate and complete without false records, misleading statements or major omissions.
hot tip
I The incentive plan for Weihai Guangwei Composites Co.Ltd(300699) 2022 restricted stock (hereinafter referred to as “the incentive plan”) is formulated by Weihai Guangwei Composites Co.Ltd(300699) (hereinafter referred to as ” Weihai Guangwei Composites Co.Ltd(300699) “, “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 Listing Rules of gem shares of Shenzhen Stock Exchange and the administrative measures for equity incentive of listed companies The guidelines for self-regulation of companies listed on the growth enterprise market of Shenzhen Stock Exchange No. 1 – business handling, other relevant laws, administrative regulations and normative documents, as well as the Weihai Guangwei Composites Co.Ltd(300699) articles of association and other relevant provisions were formulated.
2、 The incentive form adopted in this incentive plan is the second type of restricted stock. The stock source is the company’s RMB A-share common stock issued by the company to the incentive object.
The incentive objects who meet the grant conditions of the incentive plan, after meeting the corresponding vesting conditions and vesting arrangements, will obtain A-share common shares of the company at the grant price during the vesting period, and these shares will be registered in Shenzhen Branch of 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 above restricted shares shall not be transferred, used for guarantee or debt repayment.
3、 The number of restricted shares to be granted to the incentive objects in the incentive plan is 6.25 million shares, accounting for 1.21% of the total share capital of 518.35 million shares on the announcement date of the draft incentive plan. Among them, 5.000 restricted shares were granted for the first time, accounting for 0.96% of the total 51835000 shares of the company on the announcement date of the draft incentive plan, accounting for 80.00% of the total number of restricted shares to be granted in the incentive plan; 1.25 million restricted shares are reserved, accounting for about 0.24% of the company’s total share capital of 518.35 million shares on the announcement date of the draft incentive plan and 20.00% of the total number of restricted shares to be granted in the incentive plan.
As of the announcement date of the draft incentive plan, the total number of subject shares involved in the equity incentive plan of the company in all the validity periods has not exceeded 20.00% 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 the equity incentive plan within the whole validity period does not exceed 1.00% of the total share capital of the company.
4、 A total of 138 incentive objects are granted for the first time in the incentive plan, including the core backbone personnel who worked in the company (including holding subsidiaries) when the company announced the incentive plan, excluding Weihai Guangwei Composites Co.Ltd(300699) independent directors, supervisors, foreign employees, shareholders or actual controllers holding more than 5% of the shares alone or in total and their spouses, parents and children.
Reserved incentive object refers to the incentive object not determined at the time when the plan has been approved by the general meeting of shareholders but incorporated into the incentive plan during the duration of the plan, which shall be determined within 12 months after the plan has been deliberated and approved by the general meeting of shareholders. The criteria for determining the reserved incentive object shall be determined with reference to the criteria for the first award.
5、 The grant price of restricted shares granted to the incentive object for the first time in the incentive plan is 26.67 yuan / share. The grant price of some reserved restricted shares is the same as that of the restricted shares granted for the first time. From the date of announcement of the 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, dividend distribution, stock subdivision or reduction, allotment and so on, the grant price and number of rights and interests of restricted shares will be adjusted accordingly according to the incentive plan.
6、 The validity period of this incentive plan is from the date of granting restricted shares to the date when all the restricted shares granted to the incentive object are vested or invalid, and the longest period shall not exceed 72 months.
7、 The restricted shares granted for the first time in the incentive plan shall be vested in four phases after 12 months from the date of grant, and the proportion of each phase shall be 25%, 25%, 25% and 25% respectively; If the reserved restricted shares are granted before the disclosure of the company’s third quarter report in 2022, they will be vested in four phases after 12 months from the date of reserved grant, and the proportion of each phase will be 25%, 25%, 25% and 25% respectively; If the reserved restricted shares are granted after the disclosure of the company’s third quarter report in 2022, they will be vested in three phases after 12 months from the date of reserved grant, and the proportion of each phase will be 30%, 30% and 40% respectively.
The annual performance assessment objectives of restricted shares granted are shown in the table below:
Based on 2021, the net ownership arrangement of the corresponding assessment year corresponds to the profit growth rate of the assessment year
Target value trigger value
First vesting period 202215.00% 10.00%
Restrictions on first grant
Sex shares and 40.00% 35.00% in 2023 in the second vesting period of 2022
Third quarter report
Pre third vesting period granted before disclosure 202470.00% 60.00%
Restricted stock
The fourth attribution period 2025100.00% 90.00%
First vesting period 202340.00% 35.00%
In the third quarter of 2022
After the disclosure of the report, the second attribution period is granted 202470.00% 60.00%
Reserved restricted shares
The third vesting period 2025100.00% 90.00%
Actual completion value of assessment net profit index (a)
Attribution coefficient of restricted stock companies in each assessment year M
When a ≥ target value, M = 100%
When target value a ≥ trigger value m = 80% + (A / target value of net profit) 20%
When a trigger value m = 0%
Note: the above “net profit” refers to the value based on the audited net profit of the Company attributable to the shareholders of the listed company, excluding the impact of share based payment expenses caused by this and other equity incentive plans or employee stock ownership plans.
8、 The company does not have the following circumstances under which equity incentive shall not be implemented as stipulated in the administrative measures for 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 has been 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.
9、 The incentive objects of this incentive plan do not have the following circumstances that may not be incentive objects as stipulated in the administrative measures for equity incentive of listed companies:
(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) 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.
10、 Weihai Guangwei Composites Co.Ltd(300699) commitment: the company will not provide loans or any other form of financial assistance for the incentive objects of this restricted stock incentive plan to obtain restricted stocks through this plan, including providing guarantee for their loans. 11、 Weihai Guangwei Composites Co.Ltd(300699) commitment: there are no false records, misleading statements or major omissions in the information disclosure documents related to the incentive plan.
12、 The incentive object of the incentive plan promises that if the company does not comply with the arrangement of granting rights and interests or belonging rights and interests due to false records, misleading statements or major omissions in the information disclosure documents, the incentive object 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 incentive plan can be implemented only after it is reviewed and approved by the special resolution of the general meeting of shareholders of the company.
14、 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 (if there are conditions for granting rights and interests, calculated from the achievement of the conditions), 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 and the guidelines for self discipline supervision of companies listed on the gem of Shenzhen Stock Exchange No. 1 – business handling, the period during which rights and interests shall not be granted shall not be counted as 60 days.
15、 The company will not meet the conditions for the implementation of the equity distribution incentive plan.
catalogue
Declare that 2 special tips Chapter 1 interpretation Chapter II purpose of this incentive plan Chapter III Management Organization of this incentive plan Chapter IV determination basis and scope of incentive objects Chapter V Rights and interests to be granted under this incentive plan Chapter VI list of incentive objects and distribution of rights and interests to be granted Chapter VII validity period, grant date, ownership arrangement and lock up period Chapter VIII grant price and determination method of restricted shares Chapter IX conditions for granting and vesting restricted shares Chapter 10 adjustment methods and procedures of this incentive plan Chapter XI accounting treatment of restricted stocks Chapter XII implementation, grant, ownership, change and termination procedures of this incentive plan 28 Chapter XIII other rights and obligations of the company / incentive object Chapter XIV handling of the incentive plan in case of changes in the company / incentive object 33 Chapter XV Supplementary Provisions thirty-six
Chapter I interpretation
Unless otherwise specified, the following words have the following meanings in this article:
Interpretation item interpretation content
Weihai Guangwei Composites Co.Ltd(300699) , the company, the company and the listed company refer to Weihai Guangwei Composites Co.Ltd(300699)
Restricted stock incentive plan, this incentive plan and this plan refer to Weihai Guangwei Composites Co.Ltd(300699) 2022 restricted stock incentive plan
Restricted shares and class II 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 object refers to the key personnel of the company (including holding subsidiaries) who obtain restricted shares in accordance with the provisions of this 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
ascription
