Securities code: Gettopacoustic Co.Ltd(002655) stock abbreviation: Gettopacoustic Co.Ltd(002655) Gettopacoustic Co.Ltd(002655)
2022 stock option and restricted stock incentive plan (Draft)
May, 2002
Statement
Gettopacoustic Co.Ltd(002655) (hereinafter referred to as “the company”, “the company” or ” Gettopacoustic Co.Ltd(002655) “) and all directors and supervisors guarantee that there are no false records, misleading statements or major omissions in the Gettopacoustic Co.Ltd(002655) 2022 stock option and restricted stock incentive plan (hereinafter referred to as “the incentive plan”) and its abstract, and bear individual and joint legal liabilities for its authenticity, accuracy and completeness.
All incentive objects of the incentive plan promise that if the company does not comply with the rights and interests granted or the rights and interests exercised arrangement 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.
hot tip
1、 The Gettopacoustic Co.Ltd(002655) 2022 stock option and restricted stock incentive plan (Draft) is formulated by 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, other relevant laws, administrative regulations, departmental rules, normative documents, and the Gettopacoustic Co.Ltd(002655) articles of association.
2、 The incentive plan includes stock option incentive plan and restricted stock incentive plan. The source of the underlying stock is the company’s RMB A-share common stock issued by the company to the incentive object. 3、 The incentive plan plans to grant a total of 12.65 million rights and interests to incentive objects, and the type of underlying shares involved is RMB A-share common shares, accounting for about 3.5139% of the company’s total share capital of 360 million shares on the announcement date of the draft incentive plan. Among them, 10.94 million rights and interests were granted for the first time, accounting for 864822% of the total rights and interests to be granted in the incentive plan and 3.0389% of the total capital stock of the company of 360 million shares on the announcement date of the draft incentive plan; 1.71 million rights and interests are reserved, accounting for 135178% of the total rights and interests to be granted in the incentive plan and 0.4750% of the total capital stock of the company of 360 million shares on the announcement date of the draft incentive plan. The details are as follows:
(I) stock option incentive plan: the incentive plan intends to grant 4.91 million stock options to the incentive object, and the subject stock involved is RMB A-share common stock, accounting for about 1.3639% of the total capital stock of the company on the announcement date of the draft incentive plan. Among them, 4.62 million shares were granted for the first time, accounting for 940937% of the total number of stock options to be granted in the incentive plan and 1.2833% of the total capital stock of the company on the announcement date of the draft incentive plan; 290000 shares are reserved, accounting for 5.9063% of the total number of stock options to be granted in the incentive plan and 0.0806% of the total share capital of the company of 360 million shares on the announcement date of the draft incentive plan. Each stock option granted under this incentive plan has the right to purchase RMB a ordinary shares of the company at the exercise price within the vesting period when the effective conditions and effective arrangements are met.
(II) restricted stock incentive plan: the incentive plan intends to grant 7.74 million restricted shares to the incentive object, and the subject stock involved is RMB A-share common stock, accounting for about 2.15% of the total share capital of the company on the announcement date of the draft incentive plan. Among them, 6.32 million shares were granted for the first time, accounting for 816537% of the total number of restricted shares to be granted in the incentive plan, and 1.7556% of the total share capital of 360 million shares on the announcement date of the draft incentive plan; 1.42 million shares are reserved, accounting for 183463% of the total number of restricted shares to be granted in the incentive plan and 0.39 44% of the total share capital of the company on the announcement date of the draft incentive plan.
As of the announcement date of the draft incentive plan, the total number of subject shares involved in all equity incentive plans within the validity period of the company has not exceeded 10% 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% of the total share capital of the company. The proportion of reserved rights and interests shall not exceed 20% of the number of rights and interests to be granted in the incentive plan. During the period from the announcement date of the draft incentive plan to the completion of the exercise of stock options or the registration of restricted shares by the incentive object, if the company has matters such as the conversion of capital reserve into share capital, the distribution of stock dividends, stock subdivision or reduction, allotment and so on, the number of stock options and restricted shares and the total number of underlying shares involved will be adjusted accordingly.
4、 The exercise price of stock options granted under the incentive plan is 1.18 yuan / share, and the grant price of restricted shares is 5.59 yuan / share. If the company has matters such as dividend distribution, conversion of capital reserve into share capital, distribution of stock dividends, stock subdivision, allotment or reduction of shares during the period from the announcement date of this incentive plan to the completion of stock option exercise / restricted stock registration, the stock option exercise price / restricted stock grant price shall be adjusted accordingly, However, if the exercise price of stock options and / or the grant price of restricted shares are lower than 1 yuan / share due to price adjustment, the exercise price and / or grant price will still be 1 yuan / share.
5、 The validity period of this incentive plan is from the date of the first authorization of stock options and the date of the first grant of restricted shares to the date of the exercise or cancellation of all stock options granted to the incentive object and the completion of the lifting of restrictions on the sale or repurchase cancellation of restricted shares, with a maximum of 60 months.
6、 A total of 107 incentive objects are granted for the first time in the incentive plan, including directors, senior managers, middle managers and core technical (business) personnel who have served in the company (including subsidiaries) as of the announcement date of the incentive plan, excluding independent directors, supervisors, shareholders or actual controllers holding more than 5% of shares alone or in total, their spouses, parents and children.
The reserved incentive object refers to the incentive object that has not been determined when the incentive plan is approved by the general meeting of shareholders, but is included in the incentive plan during the effective period of the plan. It shall be determined within 12 months after the incentive plan is reviewed and approved by the general meeting of shareholders. 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 stock options granted for the first time shall be exercised in three phases after 12 months from the date of the first grant, and the exercise proportion of each phase shall be 30%, 30% and 40% respectively; The stock options of the reserved part shall be exercised in three phases after 12 months from the date of grant of the reserved part, and the exercise proportion of each phase shall be 30%, 30% and 40% respectively.
The proportion of lifting the restrictions on sales in each period is 30%, 30% and 40% respectively; The restricted shares of the reserved part shall be lifted in three phases after 12 months from the date of completion of grant registration, and the proportion of lifting the restrictions in each phase shall be 30%, 30% and 40% respectively.
When the company meets the following performance conditions, the stock options / restricted shares granted for the first time and reserved in the incentive plan can be exercised / restricted shares can be lifted:
Performance assessment objectives of exercise / release of restrictions
The first exercise / lifting of restrictions on sale period is based on the company’s net profit in 2021, and the growth rate of net profit in 2022 shall not be less than 50%; The second exercise / lifting of restrictions on sale period is based on the company’s net profit in 2021, and the growth rate of net profit in 2023 shall not be less than 100%; The third exercise / lifting of restrictions on sale period is based on the company’s net profit in 2021, and the growth rate of net profit in 2024 is not less than 150%.
Note: the above “net profit” refers to the audited net profit attributable to the shareholders of the listed company, but the value affected by the share based payment expenses of the equity incentive plan shall be excluded as the calculation basis.
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) equity incentive is prohibited by laws and regulations;
(V) other circumstances recognized by the CSRC.
9、 The incentive objects participating in the incentive plan do not include the company’s supervisors and independent directors. Shareholders or actual controllers who individually or jointly hold more than 5% of the company’s shares and their spouses, parents and children do not participate in the incentive plan. The incentive object does not have the following circumstances that may not be the incentive object as stipulated in Article 8 of the measures for the administration of 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、 Gettopacoustic Co.Ltd(002655) commitment: the company will not provide loans and other financial assistance in any form for any incentive object to obtain relevant rights and interests according to the incentive plan, including providing guarantee for its loans.
11、 Gettopacoustic Co.Ltd(002655) 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 exercising 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, the company will convene the board of directors within 60 days in accordance with relevant regulations to grant rights and interests to incentive objects, and complete registration, 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 self regulatory guide for listed companies No. 1 – business handling of Shenzhen Stock Exchange, the period during which rights and interests shall not be granted shall not be counted within 60 days.
15、 The implementation of this incentive plan will not result in the equity distribution not meeting the listing conditions.
catalogue
Chapter I 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 twelve
1、 The basis for determining the incentive object twelve
2、 Scope of incentives granted twelve
3、 Circumstances that cannot be the incentive object of this incentive plan thirteen
4、 Verification of incentive objects Chapter V specific contents of this incentive plan fourteen
1、 Stock option incentive plan fourteen
2、 Restricted stock incentive plan Chapter VI implementation and grant of this incentive plan and procedures for exercise / release of restricted sales of incentive objects forty-one
1、 Implementation procedures of this incentive plan forty-one
2、 Procedures for granting stock options and restricted shares forty-two
3、 Procedures for exercising stock options forty-three
4、 Procedures for lifting the restrictions on the sale of restricted shares forty-four
5、 Change and termination procedures of this incentive plan Chapter VII respective rights and obligations of the company / incentive object forty-six
1、 Rights and obligations of the company forty-six
2、 Rights and obligations of incentive objects forty-seven
3、 Other instructions 48 Chapter VIII handling of this incentive plan when the company / incentive object changes forty-nine
1、 How to deal with changes in the company’s situation forty-nine
2、 How to deal with changes in the personal situation of the incentive object fifty
3、 Settlement of disputes between the company and the incentive object 53 Chapter IX Supplementary Provisions fifty-four
Chapter I interpretation
Unless otherwise specified, the following words have the following meanings in this article: Gettopacoustic Co.Ltd(002655) , the company, refers to the incentive plan of Gettopacoustic Co.Ltd(002655) company, and this plan refers to the stock option and restricted stock incentive plan of Gettopacoustic Co.Ltd(002655) 2022
Stock option refers to the right granted by the company to the incentive object to purchase a certain number of shares of the company under predetermined conditions within a certain period of time in the future
Restricted stock refers to the transfer and other rights obtained by the incentive object in accordance with the conditions specified in the incentive plan
