Securities abbreviation: Hangzhou Star Shuaier Electric Appliance Co.Ltd(002860) securities code: Hangzhou Star Shuaier Electric Appliance Co.Ltd(002860) Hangzhou Star Shuaier Electric Appliance Co.Ltd(002860)
Restricted stock incentive plan for 2022 (Draft)
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
1、 The Hangzhou Star Shuaier Electric Appliance Co.Ltd(002860) 2022 restricted stock incentive plan (Draft) (hereinafter referred to as “the incentive plan”) is formulated by Hangzhou Star Shuaier Electric Appliance Co.Ltd(002860) (hereinafter referred to as ” Hangzhou Star Shuaier Electric Appliance Co.Ltd(002860) ,” 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 measures for the administration of equity incentive of listed companies and other relevant laws, administrative regulations and normative documents, And the articles of association.
2、 The incentive form adopted in this incentive plan is restricted stock. The stock source is the company’s RMB A-share common stock repurchased from the secondary market.
3、 The number of restricted shares to be granted to the incentive objects in the incentive plan is 6095826 shares, accounting for about 2.78% of the total share capital of the company on the date of publication of the draft incentive plan. Among them, 5485826 shares of restricted shares were granted for the first time, accounting for about 2.50% of the total share capital of 219264655 shares on the date of publication of the draft incentive plan, accounting for 89.99% of the total number of restricted shares to be granted in the incentive plan; 610000 restricted shares are reserved for grant, accounting for about 0.28% of the company’s total share capital of 219264655 shares on the date of publication of the draft incentive plan and 10.01% of the total number of restricted shares to be granted in the incentive plan.
As of the date of promulgation of the draft incentive plan, the company has 609582600 shares of the underlying shares involved in the equity incentive plan within the validity period, which does not exceed 10.00% of the total share capital of the company. The number of shares of the company granted by any incentive object in the incentive plan through all equity incentive plans within the validity period shall not exceed 1.00% of the total share capital of the company.
4、 A total of 93 incentive objects are granted for the first time in the incentive plan, including directors, senior managers and other core personnel who worked in the company (including subsidiaries, the same below) when the company announced the incentive plan. Excluding Hangzhou Star Shuaier Electric Appliance Co.Ltd(002860) independent directors, supervisors, shareholders or actual controllers who individually or jointly hold more than 5% of the company’s shares and their spouses, parents and children.
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. 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 7.68 yuan / share. 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 conversion of capital reserve into share capital, distribution of stock dividends, dividend distribution, share subdivision or reduction, allotment and so on, the grant price 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 restricted shares granted to the incentive object are lifted or repurchased and cancelled, and the longest period shall not exceed 48 months.
7、 The restricted shares granted for the first time in this incentive plan will be released in three phases after the expiration of 12 months from the date of grant, and the proportion of release will be 30%, 30% and 40% respectively; After 12 months from the grant date of some reserved restricted shares, the sales restrictions of reserved restricted shares shall be lifted in two phases, and the proportion of lifting the restrictions in each phase shall be 50% and 50% respectively.
The release of restricted shares granted and the performance evaluation objectives at the company level are shown in the table below:
Performance assessment objectives during the lifting of sales restrictions
The company shall meet one of the following two conditions:
1. Based on the net profit of 2021, 2022
The growth rate of net profit in the first lifting period shall not be less than 10.00%;
2. Based on the operating income in 2021, 2022
The annual growth rate of operating revenue shall not be less than 20.00%.
The company shall meet one of the following two conditions:
1. Based on the net profit of 2021, 2023
The net profit growth rate of the restricted shares granted for the first time in the second release period shall not be less than 20.00%;
2. Based on the operating income in 2021, 2023
The annual growth rate of operating revenue shall not be less than 40.00%.
The company shall meet one of the following two conditions:
1. Based on the net profit of 2021, 2024
No less than 30.00% of the net profit rate in the third period;
2. Based on the operating income in 2021, 2024
The annual growth rate of operating revenue shall not be less than 60.00%.
The company shall meet one of the following two conditions:
1. Based on the net profit of 2021, 2023
The net profit growth rate in the first lifting period shall not be less than 20.00%;
Restricted shares reserved for grant 2. Based on the operating income in 2021, the growth rate of operating income in 2023 shall not be less than 40.00%.
In the second lifting period, the company shall meet one of the following two conditions:
1. Based on the net profit of 2021, 2024
The net profit growth rate shall not be less than 30.00%;
2. Based on the operating revenue in 2021, the growth rate of operating revenue in 2024 shall not be less than 60.00%.
Note: the above “net profit” refers to the audited net profit attributable to the shareholders of the listed company, but excluding the impact of share based payment expenses of this and other equity incentive plans as the calculation basis; “Operating income” refers to the audited operating income of the listed company.
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、 Hangzhou Star Shuaier Electric Appliance Co.Ltd(002860) commitment: the company will not provide loans or other financial assistance in any form for any incentive object to obtain relevant rights and interests under the incentive plan, including providing guarantee for its loans.
11、 Hangzhou Star Shuaier Electric Appliance Co.Ltd(002860) 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 deliberated 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 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 of Shenzhen Stock Exchange No. 1 – business handling, the period during which rights and interests cannot be granted shall not be counted within 60 days.
15、 The implementation of this incentive plan will not result in the company’s equity distribution not meeting the listing conditions.
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 the incentive plan Chapter VI list of incentive objects and distribution of rights and interests to be granted Chapter VII period of validity, grant date, restriction period, lifting of restriction arrangement and lock up period Chapter VIII grant price and determination method of restricted shares Chapter IX grant and release of restricted shares Chapter X adjustment methods and procedures of this incentive plan Chapter XI accounting treatment of restricted stocks Chapter XII implementation, grant, release, change and termination procedures of the incentive plan 30 Chapter XIII other rights and obligations of the company / incentive object 33 chapter XIV handling of the incentive plan in case of changes in the company / incentive object Chapter 15 repurchase and cancellation of restricted shares 40 Chapter 16 Supplementary Provisions forty-two
Chapter I interpretation
Unless otherwise specified, the following words have the following meanings in this article:
Interpretation item interpretation content
The company, the company and Hangzhou Star Shuaier Electric Appliance Co.Ltd(002860) refer to Hangzhou Star Shuaier Electric Appliance Co.Ltd(002860)
Restricted stock incentive plan, this incentive plan and this plan refer to the restricted stock incentive plan of Hangzhou Star Shuaier Electric Appliance Co.Ltd(002860) 2022
Restricted shares refer to the shares of the company whose transfer and other rights are restricted according to the conditions specified in the incentive plan
Incentive object
