Securities abbreviation: Gotion High-Tech Co.Ltd(002074) securities code: Gotion High-Tech Co.Ltd(002074) Gotion High-Tech Co.Ltd(002074)
2022 stock option incentive plan
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 stock option incentive plan for Gotion High-Tech Co.Ltd(002074) 2022 (hereinafter referred to as “the incentive plan”) is formulated by Gotion High-Tech Co.Ltd(002074) (hereinafter referred to as ” Gotion High-Tech Co.Ltd(002074) ,” 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 stock option, and the stock source is the company’s RMB A-share common stock issued by the company to the incentive object.
3、 The number of stock options to be granted to incentive objects in the incentive plan is 60 million, accounting for about 3.60% of the total share capital of the company on the date of publication of the draft incentive plan, 1664707835 shares. Among them, 48 million stock options were granted for the first time, accounting for about 2.88% of the company’s total share capital of 1664707835 shares on the date of publication of the draft incentive plan and 80.00% of the total stock options to be granted in the incentive plan; 12 million stock options are reserved to be granted, accounting for about 0.72% of the company’s total share capital of 1664707835 shares on the date of publication of the draft incentive plan and 20.00% of the total stock options to be granted in the 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.
The 2021 stock option incentive plan approved by the third extraordinary general meeting of the company in 2021 is still being implemented. As of the date of publication 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 10.00% 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 1.00% of the total share capital of the company.
4、 A total of 1757 incentive objects are granted for the first time in the incentive plan, including directors, senior managers, core technical (business) personnel and other personnel deemed necessary by the board of directors when the company announces the incentive plan (including subsidiaries, the same below), excluding Gotion High-Tech Co.Ltd(002074) independent directors, supervisors, shareholders or actual controllers holding more than 5% shares of the company alone or in total, their spouses, parents Children.
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 standard for determining the incentive object to be reserved for the first time.
5、 The exercise price of the stock option granted to the incentive object for the first time in the incentive plan is 18.77 yuan / share. During the period from the date of announcement of the incentive plan to the completion of the registration of stock options and shares by the incentive object, if the company has matters such as the conversion of capital reserve into share capital, distribution of stock dividends, dividend distribution, share subdivision or reduction, allotment and so on, the exercise price and number of rights and interests of stock options will be adjusted accordingly according to the incentive plan.
6、 The validity period of this incentive plan is from the date of stock option authorization to the date when all the stock options granted to the incentive object are exercised or cancelled, and the longest period shall not exceed 48 months.
7、 The stock options granted for the first time in the incentive plan shall be exercised in three phases after 12 months from the authorization date, and the exercise proportion of each phase shall be 40%, 30% and 30% respectively; The reserved stock options shall be exercised in two phases after 12 months from the date of authorization of the reserved stock options, and the proportion of exercise in each phase shall be 50% and 50% respectively. The company level performance assessment objectives of the granted stock options are shown in the table below:
Target value of performance appraisal in exercise period
The first exercise period is based on the company’s operating revenue in 2021, and the growth rate of operating revenue in 2022 is not less than 100.00%.
The second exercise period granted for the first time is based on the company’s operating income in 2021, and the growth rate of stock option income in 2023 is not less than 200.00%.
The third exercise period is based on the company’s operating revenue in 2021, and the growth rate of operating revenue in 2024 shall not be less than 300.00%.
The first exercise period is based on the company’s operating revenue in 2021, and the revenue growth rate of the reserved grant of operating revenue in 2023 shall not be less than 200.00%.
The second exercise period of stock options is based on the company’s operating revenue in 2021, and the growth rate of operating revenue in 2024 is not less than 300.00%.
Note: the above “operating income” refers to the audited operating income of the listed company.
According to the achievement of performance assessment objectives in each assessment year (20222024) (actual achievement rate of operating revenue r = actual completion value of each assessment year / performance assessment target value), the company determines the company exercise coefficient of all incentive objects according to the following table:
Actual operating revenue R ≥ 100% R ≥ 90% R ≥ 80% R ≥ 70%
Achievement rate r 70%
The exercise coefficient of the company is 1.0 0.9 0.8 0.7 0
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 latest fiscal year was negatively or unsubstantiated 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、 Gotion High-Tech Co.Ltd(002074) 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、 Gotion High-Tech Co.Ltd(002074) 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 1 special tips Chapter 1 interpretation Chapter II purpose of this incentive plan Chapter III Management Organization of this incentive plan Chapter 9 basis and scope of incentive object Chapter V Rights and interests to be granted under this incentive plan Chapter VI list of incentive objects and distribution of rights and interests to be granted Chapter VII validity period, authorization date, waiting period, exercise arrangement and lock up period Chapter VIII exercise price and determination method of stock options Chapter IX conditions for granting and exercising stock options 19 Chapter X adjustment methods and procedures of this incentive plan Chapter 11 Accounting Treatment of stock options Chapter XII implementation, grant, exercise, change and termination procedures of the incentive plan 27 Chapter XIII respective rights and obligations of the company / incentive object Chapter XIV handling of the incentive plan in case of changes in the company / incentive object 32 Chapter XV Supplementary Provisions thirty-five
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 Gotion High-Tech Co.Ltd(002074) refer to Gotion High-Tech Co.Ltd(002074)
This incentive plan and this plan refer to Gotion High-Tech Co.Ltd(002074) 2022 stock option 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 under predetermined conditions within a certain period of time in the future
According to the provisions of this incentive plan, the directors, senior managers, core technical (business) personnel and other personnel deemed necessary by the board of directors of the company (including the company to which the subsidiary is the incentive object) who obtain stock options
The authorization date refers to the date on which the company grants stock options to the incentive object. The authorization date must be the trading day
The exercise price refers to the price determined by the company when granting stock options to the incentive object and the incentive object purchases the shares of the listed company
The term of validity refers to the period from the date of stock option authorization to the date when all stock options are exercised or cancelled
The waiting period refers to the period between the date when the stock option authorization is completed and registered and the date when the stock option is exercisable
Exercise refers to the behavior that the incentive object exercises the stock option to purchase the shares of the company according to the arrangement of the incentive 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
Exercise conditions refer to the conditions that must be met for the incentive object to exercise stock options according to the plan
Remuneration Committee refers to the remuneration and assessment committee of the board of directors of the company
