Securities abbreviation: Zhejiang Qianjiang Motorcycle Co.Ltd(000913) securities code: Zhejiang Qianjiang Motorcycle Co.Ltd(000913) Zhejiang Qianjiang Motorcycle Co.Ltd(000913)
Restricted stock incentive plan for 2022
(Draft)
Zhejiang Qianjiang Motorcycle Co.Ltd(000913)
May, 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 Zhejiang Qianjiang Motorcycle Co.Ltd(000913) articles of association.
2、 The incentive tool adopted in this incentive plan is restricted stock. The source of stock is Zhejiang Qianjiang Motorcycle Co.Ltd(000913) (hereinafter referred to as “the company” or “the company”) to issue A-share common shares of the company to the incentive object.
3、 The number of restricted shares to be granted under the incentive plan is 15.87 million shares, accounting for about 3.50% of the total share capital of 453536 million shares at the time of announcement of the draft incentive plan. Among them, 15.4 million shares were granted for the first time, accounting for about 3.40% of the total share capital of 453536 million shares at the time of the announcement of the draft incentive plan, and the part granted for the first time accounted for about 97.04% of the total equity granted this time; 470000 shares are reserved for grant, accounting for about 0.10% of the total share capital of 453536000 shares at the time of announcement of the draft incentive plan, and the reserved part accounts for about 2.96% of the total equity granted this time.
The underlying shares involved in all equity incentive plans within the validity period shall not exceed 10% of the total share capital of the company. The number of restricted shares granted to any incentive object in the incentive plan shall not exceed 1% of the total share capital of the company at the time of announcement of the draft incentive plan.
During the period from the date of announcement of the incentive plan to the completion of the restricted stock registration of 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 number of restricted shares will be adjusted accordingly in accordance with the provisions of the incentive plan.
4、 The total number of incentive objects granted by the incentive plan is 162, including the company’s directors, senior managers, middle managers, core technicians and backbone who served in the company (including branches and holding subsidiaries, the same below) when the company announced the incentive plan.
Reserved incentive objects refer to the incentive objects that have not been determined when the plan is approved by the general meeting of shareholders but are included in the incentive plan during the duration of the plan, which shall be determined within 12 months after the plan is considered and approved by the general meeting of shareholders. In principle, the standard for determining the reserved incentive object shall be determined with reference to the standard for the first award.
5、 The grant price of restricted shares (including initial grant and reserved grant) in the incentive plan is 5.93 yuan / share. From the date of the announcement of the draft incentive plan to the completion of the registration of the restricted shares granted to 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 grant price of restricted shares will be adjusted accordingly according to the incentive plan.
6、 The validity period of this incentive plan shall be no more than 72 months from the date when the registration of the first grant of restricted shares is completed to the date when all the restricted shares granted to the incentive object are lifted or repurchased and cancelled.
7、 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.
8、 The incentive objects participating in the incentive plan do not include the company’s supervisors, 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 complies with the provisions of Article 8 of the measures for the administration of equity incentive of listed companies, and there are no following circumstances that may not be the incentive object:
(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.
9、 The company promises not to provide loans or any other form of financial assistance for the incentive object to obtain relevant restricted shares in accordance with the incentive plan, including providing guarantee for its loans.
10、 The incentive object 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 will return all the benefits obtained from the equity incentive plan to the company after the relevant information disclosure documents are confirmed to have false records, misleading statements or major omissions.
11、 The incentive plan can be implemented only after being deliberated and approved by the general meeting of shareholders of the company.
12、 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 to grant the proposed incentive objects in accordance with relevant regulations, and complete the registration, announcement and other relevant procedures. If the company fails to complete the above work within 60 days, the implementation of the incentive plan shall be terminated, and the non granted restricted shares shall become invalid. The restricted period for the issuance of shares of the above listed company shall not be calculated within 60 days. For the reserved part, the awarding object of the reserved rights and interests must be specified within 12 months after the incentive plan is deliberated and approved by the general meeting of shareholders of the company.
13、 The implementation of this incentive plan will not result in the company’s equity distribution not meeting the requirements of listing conditions.
catalogue
Chapter I interpretation Chapter II purpose and principles of this incentive plan Chapter III Management Organization of this incentive plan Chapter IV determination basis and scope of incentive objects Chapter V source, quantity and distribution of restricted shares Chapter VI validity period, grant date, restriction period, lifting of restriction arrangement and lock up period of this incentive plan Chapter VII grant price of restricted shares and determination method of grant price Chapter VIII grant and release of restricted shares Chapter IX adjustment methods and procedures of restricted stock incentive plan Chapter X accounting treatment of restricted stocks Chapter XI implementation procedures of restricted stock incentive plan 27 Chapter XII respective rights and obligations of the company / incentive object Chapter 13 handling of changes in the company / incentive object Chapter XIV principles for repurchase and cancellation of restricted shares 35 Chapter 15 Supplementary Provisions thirty-eight
Chapter I interpretation
Unless otherwise specified, the following words have the following meanings in this article: Zhejiang Qianjiang Motorcycle Co.Ltd(000913) , the company, the company and the listed company refer to Zhejiang Qianjiang Motorcycle Co.Ltd(000913)
This incentive plan refers to the Zhejiang Qianjiang Motorcycle Co.Ltd(000913) 2022 restricted stock incentive plan
This draft and this draft incentive plan refer to Zhejiang Qianjiang Motorcycle Co.Ltd(000913) 2022 restricted stock incentive plan (Draft)
According to the conditions and prices specified in the incentive plan, the restricted shares granted to the incentive object by the company refer to a certain number of company shares, which are set with a certain period of restricted sale period. The restricted sale and circulation can be lifted only after the conditions for lifting the restricted sale specified in the incentive plan are met
Incentive objects refer to the directors, senior managers, middle managers, core technicians and backbone of the company 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 of each restricted stock granted by the company to the incentive object
The restricted sale period refers to the period during which the restricted shares granted to the incentive object under the incentive plan are prohibited from being transferred, used for guarantee and debt repayment
The period of lifting the restriction on sales refers to the period during which the restricted shares held by the incentive object can be lifted and listed for circulation after the conditions for lifting the restriction on sales specified in the incentive plan are met
The conditions for lifting the restriction on sale refer to the conditions that must be met by the incentive object to lift the restriction on the sale of restricted shares according to the incentive plan
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 Zhejiang Qianjiang Motorcycle Co.Ltd(000913) articles of association
CSRC refers to the China Securities Regulatory Commission
Stock exchange refers to Shenzhen Stock Exchange
Yuan means RMB yuan
Note: 1. Unless otherwise specified, the financial data and financial indicators quoted in this draft refer to the financial data of the consolidated statement and the financial data based on this kind of financial data
According to the calculated financial indicators.
2. In this draft, the difference in the mantissa between the sum of some total numbers and each detailed number is caused by rounding.
Chapter II purpose and principle of the incentive plan
1、 Purpose of this 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 directors, senior managers, middle managers, core technicians and backbone of the company and its subsidiaries, 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, This incentive plan is formulated in accordance with the principle of equal income and contribution, relevant laws, regulations and normative documents such as the company law, the securities law and the administrative measures, as well as the provisions of the articles of association.
2、 Basic principles to be followed in formulating this incentive plan
(I) principle of legal compliance
When implementing a restricted stock incentive plan, the company shall perform the procedures in accordance with the provisions of laws and administrative regulations, and disclose the information truthfully, accurately, completely and timely. No one shall use the restricted stock incentive plan to engage in securities fraud such as insider trading and manipulation of the securities market.
(II) principle of voluntary participation
The company implements the restricted stock incentive plan and follows the principle of independent decision of the company and voluntary participation of employees. The company does not force employees to participate in the incentive plan by means of apportionment, forced distribution, etc.
(III) risk bearing principle
The participants of the restricted stock incentive plan shall bear their own risks according to the provisions of the incentive plan.
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 management organization of the incentive plan and is responsible for the implementation of the incentive plan. The board of directors has a remuneration and assessment committee (hereinafter referred to as the “Remuneration Committee”)
