Securities code: Kingsignal Technology Co.Ltd(300252) securities abbreviation: Kingsignal Technology Co.Ltd(300252) Kingsignal Technology Co.Ltd(300252) 2022 restricted stock incentive plan
(Draft)
May, 2002
statement
The company and all directors and supervisors 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 in accordance with the law.
All incentive objects of the company promise 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 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 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 Listing Rules of GEM stocks of Shenzhen Stock Exchange, the self regulatory guide No. 1 of GEM listed companies of Shenzhen Stock Exchange – business handling and other relevant laws, regulations and normative documents, as well as the Kingsignal Technology Co.Ltd(300252) articles of association. 2、 The incentive tool adopted in this incentive plan is restricted stock (the second type of restricted stock). The source of stock is Kingsignal Technology Co.Ltd(300252) (hereinafter referred to as “the company” or “the company”) A-share common stock of the company issued to the incentive object or repurchased from the secondary market.
The incentive objects who meet the grant conditions of the incentive plan can be granted A-Shares of common stock of the company in several times at the grant price within the vesting period after meeting the corresponding vesting conditions. These shares will be registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. The restricted shares granted to the incentive objects do not enjoy the rights of shareholders of the company before they are vested, and may not be transferred, used for guarantee or debt repayment.
3、 The incentive plan plans to grant 783100 restricted shares to the incentive objects, accounting for 0.1357% of the company’s total share capital of 57715383400 shares at the time of announcement of the draft incentive plan. Among them, 633100 restricted shares were granted for the first time, accounting for 0.1097% of the total share capital of the company on the announcement date of the draft incentive plan and 808454% of the total restricted shares to be granted in the incentive plan; 150000 restricted shares are reserved, accounting for 0.0260% of the total share capital of the company on the announcement date of the draft incentive plan and 191546% of the total restricted shares to be granted in the incentive plan.
As of the announcement date of the draft incentive plan, the number of restricted shares of the company within the validity period of the 2020 restricted stock incentive plan is 280000 shares. The total number of subject shares of the company within the validity period of the incentive plan and the 2020 restricted stock incentive plan is 1063100 shares, accounting for 0.1842% of the total share capital of the company on the announcement date of the draft plan.
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% of the total share capital of the company at the time of announcement of the draft incentive plan. When the total amount of shares granted by the company in the incentive plan is more than 1% of the total share capital of the company in the effective period of the incentive plan.
From the date of the announcement of the draft incentive plan to the vesting 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 of shares, the allotment or reduction of shares, the number of restricted shares will be adjusted accordingly in accordance with the relevant provisions of the incentive plan.
4、 The grant price of restricted shares (including reserved parts) in the incentive plan is 7.13 yuan / share.
From the date of the announcement of the draft incentive plan to the vesting of the restricted shares granted to the incentive object, if the company has matters such as the conversion of capital reserve into share capital, distribution of stock dividends, division of shares, allotment of shares, reduction of shares or dividend distribution, the grant price of restricted shares will be adjusted accordingly in accordance with the relevant provisions of the incentive plan.
5、 The total number of incentive objects to be granted for the first time in the incentive plan is 94, including directors, senior managers and core backbone employees who worked in the company (including holding subsidiaries, the same below) when the company announced the incentive plan. It does not include independent directors, supervisors, shareholders or actual controllers who individually or jointly hold more than 5% of the company’s shares and their spouses, parents, children and foreign employees.
Reserved incentive objects refer to the incentive objects that have not been determined when the incentive plan is approved by the general meeting of shareholders, but are included in the incentive plan during the duration of the incentive plan, which shall be determined within 12 months after the incentive plan is reviewed and approved by the general meeting of shareholders. The criteria for determining the incentive object of reserved restricted shares shall be determined with reference to the criteria for the first grant. 6、 The validity period of this incentive plan is from the date of the first grant of restricted shares to the date of the ownership or invalidation of all the restricted shares granted to the incentive object, which shall not exceed 48 months. The restricted shares granted to the incentive object will be vested in several times according to the agreed proportion, and each equity vesting shall be subject to meeting the corresponding vesting conditions.
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 of this incentive plan do not include 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 incentive objects:
(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 of the people’s Republic of China;
(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 objects of the incentive plan to obtain relevant restricted stocks according to the incentive plan, including providing guarantee for their loans.
10、 All incentive objects of the incentive plan promise 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 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.
11、 The incentive plan can be implemented only after being deliberated and approved by the general meeting of shareholders of the company. Within 60 days from the date when the incentive plan is deliberated and approved by the general meeting of shareholders of the company, the company will convene the board of directors in accordance with relevant regulations to grant rights and interests to the incentive objects for the first time and make an announcement. If the company fails to complete the above work within 60 days, it shall disclose the reasons for the failure in time, terminate the implementation of the incentive plan, and the non granted restricted shares shall become invalid. According to the provisions of the measures for the administration of equity incentives of listed companies, the period during which a listed company may not grant rights and interests shall not be counted in the above-mentioned 60 days. The incentive object of reserved restricted shares must be determined within 12 months after the incentive plan is reviewed and approved by the general meeting of shareholders of the company. If the incentive object is not specified for more than 12 months, the reserved rights and interests shall become invalid.
12、 The implementation of this incentive plan will not result in the company’s equity distribution not meeting the requirements of listing conditions.
catalogue
Declare that 1 special tips 1 Chapter 1 interpretation Chapter II purpose and principle of this 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 12 Chapter VI validity period, grant date, ownership arrangement and lock up period of this incentive plan Chapter VII grant price of restricted shares and its determination method Chapter VIII vesting and vesting conditions of restricted shares Chapter IX adjustment methods and procedures of restricted stock incentive plan Chapter 10 accounting treatment of restricted stocks Chapter XI implementation procedures of restricted stock incentive plan 29 Chapter XII respective rights and obligations of the company / incentive object 33 Chapter XIII handling of changes in the company / incentive object 35 chapter XIV Supplementary Provisions thirty-nine
Chapter I interpretation
Unless otherwise specified, the following words have the following meanings in this article:
Interpretation item interpretation content
Kingsignal Technology Co.Ltd(300252) , the company, the company and the listed company refer to the restricted stock incentive plan of Kingsignal Technology Co.Ltd(300252) company, the incentive plan refers to the restricted stock plan of Kingsignal Technology Co.Ltd(300252) 2022 and the incentive plan of this 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 attribution conditions
Incentive objects refer to the directors, senior managers and key employees of the company (including holding subsidiaries) who obtain restricted shares in accordance with the provisions of the incentive plan
Group headquarters refers to the headquarters and other departments of listed companies other than business divisions
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 to grant restricted shares to the incentive object and the incentive object obtains the shares of the company
The term of validity refers to the period from the date of the 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
Vesting date refers to the date when the granted shares are registered after the incentive object meets the benefit conditions. It must be the trading day
Attribution conditions refer to the benefit conditions set up by the restricted stock incentive plan, and the incentive object is to obtain the incentive stock
Remuneration and assessment committee refers to the remuneration and assessment committee under the board of directors of the company
CSRC refers to the China Securities Regulatory Commission
Stock exchange refers to Shenzhen Stock Exchange
China Securities Depository and Clearing Corporation refers to Shenzhen Branch of China Securities Depository and Clearing Corporation Limited
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
Self regulatory guide No. 1 refers to the self regulatory guide No. 1 – business handling of companies listed on the gem of Shenzhen Stock Exchange
Listing Rules refers to the Listing Rules of Shenzhen Stock Exchange gem
The articles of association refers to the Kingsignal Technology Co.Ltd(300252) articles of association
The assessment management measures refer to the assessment management measures for the implementation of 3 Zhejiang Zhongcheng Packing Material Co.Ltd(002522) 022 restricted stock incentive plan
Yuan / 10000 yuan refers to RMB yuan / 10000 yuan
Note: 1. Unless otherwise specified, the financial data and financial indicators quoted in this draft refer to the financial data within the scope of consolidated statements and the financial data calculated based on such financial data
