Securities abbreviation: Talkweb Information System Co.Ltd(002261) securities code: Talkweb Information System Co.Ltd(002261) Talkweb Information System Co.Ltd(002261)
2022 stock option and restricted stock incentive plan (Draft)
Talkweb Information System Co.Ltd(002261)
May, 2002
Statement
The company and all directors and supervisors guarantee that there are no false records, misleading statements or major omissions in the plan and its summary, and bear individual and joint legal liabilities for its authenticity, accuracy and completeness.
hot tip
1、 The 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 Talkweb Information System Co.Ltd(002261) articles of association.
2、 The plan includes stock option incentive plan and restricted stock incentive plan. The stock source is the company’s directional issuance of Talkweb Information System Co.Ltd(002261) (hereinafter referred to as “the company” or “the company”) A shares of common stock to the incentive object.
The plan intends to grant a total of 26 million shares of equity to incentive objects, accounting for 2.08% of the total share capital of the company at the time of announcement of the plan, including 20.8 million shares of equity (restricted shares and stock options) granted for the first time, accounting for 80.00% of the total equity to be granted in the plan and 1.67% of the total share capital of the company at the time of announcement of the plan; The reserved granted rights and interests (restricted shares and stock options) totaled 5.2 million shares, accounting for 20.00% of the total rights and interests to be granted under the plan and 0.42% of the total share capital of the company at the time of announcement of the plan. The details are as follows:
Stock option incentive plan: the company plans to grant 16 million stock options to incentive objects, accounting for 1.28% of the company’s total share capital of 1248017674 shares at the time of announcement of the plan; Among them, 12.8 million shares were granted for the first time, accounting for 1.03% of the company’s total share capital of 1248017674 shares at the time of announcement of the plan; 3.2 million stock options are reserved, accounting for 20.00% of the total equity to be granted by the stock options of the plan and 0.26% of the total share capital of the company at the time of announcement of the plan. Under the condition of meeting the exercise conditions, each stock option granted to the incentive object has the right to purchase one share of the company’s shares at the exercise price within the validity period.
Restricted stock incentive plan: the company plans to grant 10 million shares of restricted stock to the incentive objects, accounting for 0.80% of the total share capital of the company at the time of announcement of the plan. Among them, 8 million shares were granted for the first time, accounting for 0.80% of the company’s total share capital of 1248017674 shares at the time of announcement of the plan; 2 million restricted shares are reserved, accounting for 20.00% of the total rights and interests to be granted to the restricted shares of the plan and 0.16% of the total share capital of the company at the time of announcement of the plan.
The total number of subject shares involved in all effective incentive plans of the company in this plan shall not exceed 10% of the total share capital of the company. The cumulative shares of the company granted by any incentive object through all equity incentive plans within the validity period shall not exceed 1% of the total share capital of the company.
3、 The exercise price of stock options (including reserved grant part) granted in this plan is 5.87 yuan / share, and the grant price of restricted shares (including reserved grant part) is 2.94 yuan / share.
4、 During the period from the date of announcement of the 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, the division or reduction of shares, the allotment of shares and the distribution of dividends, the exercise price of stock options and the grant price of restricted shares will be adjusted accordingly.
5、 The total number of incentive objects granted for the first time in the plan is 193, including directors, middle and senior managers and core technology (business) backbone personnel who served in the company (including branches and subsidiaries, the same below) when the plan was announced. The incentive object of the reserved grant part shall be determined within 12 months after the plan is considered and approved by the general meeting of shareholders. 6、 The validity period of the plan is from the date of the first grant or listing of stock options and restricted shares to the date of the exercise or cancellation of all stock options and the completion of the lifting of restrictions on the sale or repurchase cancellation of restricted shares, with a maximum of 60 months.
7、 The company does not have the situation that equity incentive shall not be implemented as stipulated in Article 7 of the measures for the administration of equity incentive of listed companies:
(1) The financial and accounting report of the most recent fiscal year is an audit report with a negative opinion or unable to express an opinion issued by a certified public accountant;
(2) The internal control of the financial report of the latest fiscal year is an audit report with a negative opinion or unable to express an opinion issued by a certified public accountant;
(3) Failure to distribute profits in accordance with laws and regulations, articles of association and public commitments within the last 36 months after listing;
(4) Equity incentive is not allowed according to laws and regulations;
(5) Other circumstances recognized by the CSRC.
8、 The incentive objects participating in the plan do not include independent directors and supervisors of the company. 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 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:
(1) Being identified as an inappropriate candidate by the stock exchange within the last 12 months;
(2) In the last 12 months, it has been identified as an inappropriate candidate by the CSRC and its dispatched offices;
(3) 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;
(4) Those who are not allowed to serve as directors or senior managers of the company as stipulated in the company law; (5) Those who are not allowed to participate in the equity incentive of listed companies according to laws and regulations;
(6) 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 stock options or restricted shares under the 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 plan can only be implemented after being deliberated and approved by the general meeting of shareholders of the company.
12、 Within 60 days from the date when the plan is considered and approved by the general meeting of shareholders, the company will convene the board of directors in accordance with relevant regulations to grant incentive objects, and complete registration, announcement and other relevant procedures. If the company fails to complete the above work within 60 days, the implementation of the plan shall be terminated, and the stock options or restricted shares not granted shall become invalid. 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.
13、 The implementation of this plan will not cause the equity distribution to fail to meet the requirements of listing conditions.
catalogue
Chapter I interpretation Chapter II purpose and principles of the plan Chapter III Management Organization of the plan Chapter IV determination basis and scope of incentive objects Chapter V specific contents of equity incentive plan Chapter VI implementation procedures of stock option and restricted stock incentive plan 35 Chapter VII respective rights and obligations of the company / incentive object 39 Chapter VIII handling of changes in the company / incentive object 41 Chapter IX Supplementary Provisions forty-five
Chapter I interpretation
In this document, the following special words have the following meanings:
Talkweb Information System Co.Ltd(002261) , the company and the public refer to Talkweb Information System Co.Ltd(002261) (including branches and subsidiaries) and listed companies
Equity incentive plan and this plan refer to Talkweb Information System Co.Ltd(002261) 2022 stock option and restricted stock incentive plan
Stock option refers to the right granted by the company to the incentive object to purchase a certain number of shares of the company at a predetermined price and conditions in a certain period of time in the future
According to the conditions and prices specified in the plan, the company grants a certain number of restricted stock index tickets to the incentive objects. These stocks are set with a certain period of restricted sales period. The restricted sales and circulation can be lifted only after the conditions for lifting the restrictions specified in the plan are met
Incentive objects refer to directors, middle and senior managers and core technical (business) backbone personnel who obtain stock options / restricted shares in accordance with the provisions of the plan
The grant date refers to the date on which the company grants rights and interests to the incentive object, and the grant date must be the trading day
Waiting period refers to the period between the grant date of stock option and the vesting date of stock option
Exercise refers to the behavior that the incentive object exercises the stock options it owns according to the plan. In the plan, exercise refers to the behavior that the incentive object purchases the underlying shares according to the conditions set in the plan
The exercisable date refers to the date when the incentive object can start exercising the right. The exercisable date must be the trading day
The exercise price refers to the price at which the incentive object purchases the company’s shares as determined in the plan
Exercise conditions refer to the conditions that must be met for the incentive object to exercise stock options according to the plan
The grant price refers to the price of each restricted stock granted by the company to the incentive object
The term “restricted rights and interests” of the incentive object that have not been exercised during the incentive period or restricted rights and interests of the plan shall not be used for the performance period of the incentive object
The release period refers to the period during which the restricted shares held by the incentive object can be released and listed for circulation after the release conditions specified in the plan are met
The conditions for lifting the restrictions on sale refer to the conditions that must be met for the restricted shares obtained by the incentive object to be lifted according to the 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 Talkweb Information System Co.Ltd(002261) articles of association
Self regulatory guide No. 1 refers to self regulatory guide No. 1 for listed companies of Shenzhen Stock Exchange – business handling
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 in the consolidated statement and the financial indicators calculated based on such financial data.
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 principles of the plan
In order to further establish and improve the company’s long-term incentive and restraint mechanism, attract and retain excellent talents, fully mobilize the enthusiasm of the company’s directors, middle and senior managers and core technology (business) backbone personnel, effectively combine the interests of shareholders, the company and the individual interests of the core team, and make all parties pay common attention to the long-term sustainable development of the company, on the premise of fully protecting the interests of shareholders, The company formulates this plan in accordance with the principle of reciprocity between income and contribution, relevant laws, regulations and normative documents such as the company law, securities law, administrative measures, self regulatory guide No. 1 and the provisions of the articles of association.
Chapter III Management Organization of the 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 plan. The general meeting of shareholders may authorize the board of directors to handle some matters related to the plan within its authority.
2、 The board of directors is the executive management organization of the plan and is responsible for the implementation of the plan. The remuneration and assessment committee under the board of directors is responsible for formulating and revising the plan and submitting it to the board of directors for deliberation. After the plan is reviewed and approved by the board of directors, it shall be submitted to the general meeting of shareholders for deliberation. The board of directors may handle other relevant matters of the plan within the scope authorized by the general meeting of shareholders.
3、 The board of supervisors and independent directors are the supervisory bodies of the plan and shall express their opinions on whether the plan is conducive to the sustainable development of the company and whether there is any situation that obviously damages the interests of the company and all shareholders. The board of supervisors shall supervise whether the implementation of the plan complies with relevant laws, regulations, normative documents and the business rules of the stock exchange, and be responsible for reviewing the list of incentive objects. Independent directors will solicit opinions from all shareholders on the plan
