Securities code: Wuhan Jingce Electronic Group Co.Ltd(300567) securities abbreviation: Wuhan Jingce Electronic Group Co.Ltd(300567) Wuhan Jingce Electronic Group Co.Ltd(300567)
Restricted stock incentive plan for 2022
(Draft)
May 2022
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.
All incentive objects of the company promise that if the company does not comply with the granted rights and interests or the ownership arrangement of 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 Wuhan Jingce Electronic Group Co.Ltd(300567) 2022 restricted stock incentive plan (Draft) (hereinafter referred to as “the incentive plan”) is in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the Listing Rules of Shenzhen Stock Exchange gem shares, and the measures for the administration of equity incentive of listed companies Other relevant laws, regulations and normative documents such as self regulatory guidelines for companies listed on the gem of Shenzhen Stock Exchange No. 1 – business handling, and Wuhan Jingce Electronic Group Co.Ltd(300567) articles of association.
2、 The incentive tool adopted in this incentive plan is restricted stock (the second type of restricted stock). The stock source is the A-share common stock of the Company repurchased by Wuhan Jingce Electronic Group Co.Ltd(300567) (hereinafter referred to as “the company” or “the company”) from the secondary market.
The incentive objects who meet the grant conditions of the incentive plan, after meeting the corresponding vesting conditions and vesting arrangements, will obtain the company’s A-share common shares in several times at the grant price during the vesting period, and 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 a total of 575003 million shares of equity to the incentive objects, accounting for 2.07% of the company’s total share capital of 278144300 shares at the time of announcement of the incentive plan (since the company is in the stock conversion period of convertible corporate bonds, the total share capital referred to in the incentive plan is the number of shares as of May 20, 2022, the same below). This grant is a one-time grant without reserved rights and interests.
As of the announcement date of this incentive plan, the company has no equity incentive plan under implementation. The total number of underlying shares involved in all equity incentive plans of the company within the validity period does not exceed 20% of the total share capital of the company at the time of announcement of the incentive plan. The cumulative shares of the company granted by any incentive object in the plan through all the equity incentive plans within the validity period shall not exceed 1% of the total share capital of the company at the time of announcement of the draft incentive plan. 4、 The grant price of restricted shares granted to the incentive object in the incentive plan is 34.72 yuan / share. From the date of announcement of the incentive plan to the date when the incentive object completes the ownership registration of restricted shares, 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 / ownership quantity of restricted shares will be adjusted accordingly according to the relevant provisions of the incentive plan.
5、 The incentive objects granted by the incentive plan shall not exceed 326, including directors, senior managers, core managers, core technical (business) personnel and other personnel (including foreign employees) that the board of directors deems necessary to be encouraged.
6、 The validity period of this incentive plan shall be no more than 36 months from the date of granting restricted shares to the date when all the restricted shares granted to the incentive object are vested or invalid. The restricted shares granted to the incentive object will be vested in several times according to the agreed proportion, and each equity vesting is 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 participating in the incentive plan do not include the company’s supervisors and independent directors. The incentive object complies with the provisions of Article 8 of the measures for the administration of equity incentive of listed companies and article 8.4.2 of the rules for the listing of shares on the gem of Shenzhen Stock Exchange. 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 and any other forms of financial assistance for the incentive objects of this restricted stock incentive plan to obtain restricted stocks through this plan, including providing guarantees for their loans.
10、 The incentive plan can be implemented only after being deliberated and approved by the general meeting of shareholders of the company.
11、 After the incentive plan is reviewed 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, and complete the announcement and other relevant procedures. If the company fails to complete the above work within 60 days, it shall disclose the reasons for the failure in time, announce the termination of the implementation of the incentive plan, and the non granted restricted shares shall become invalid. According to the measures for the administration of equity incentive of listed companies, the period during which a listed company may not grant rights and interests shall not be counted within 60 days.
12、 The implementation of this incentive plan will not result in the equity distribution not meeting the requirements of listing conditions.
catalogue
Declare that 2 special tips 3 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, grant price and determination method of restricted shares Chapter VI number and distribution of restricted shares granted Chapter VII validity period, grant date, ownership arrangement and lock up period of this incentive plan Chapter VIII vesting and vesting conditions 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 24 Chapter XII respective rights and obligations of the company / incentive object 27 Chapter XIII handling of changes in the company / incentive object 29 chapter XIV Supplementary Provisions thirty-two
Chapter I interpretation
Unless otherwise specified, the following words have the following meanings in this article:
Interpretation item interpretation content
Wuhan Jingce Electronic Group Co.Ltd(300567) , the company, refers to the incentive plan of Wuhan Jingce Electronic Group Co.Ltd(300567) company and listed company, and the plan refers to the incentive plan of Wuhan Jingce Electronic Group Co.Ltd(300567) restricted stock in 2022 (Draft)
Restricted stock, class II incentive objects that meet the grant conditions of the incentive plan, after meeting the corresponding conditions for restricted stock ownership, obtain and register the A-share common stock of the company in batches according to the agreed proportion
In accordance with the provisions of this incentive plan, the directors, senior managers, core managers, core technical (business) personnel who have obtained restricted shares and hold positions in the company (including subsidiaries and branches of the incentive object), as well as other personnel (including foreign employees) that the board of directors deems necessary to be encouraged
The grant date refers to the date on which the company grants the second type of restricted shares to the incentive object, and the grant date must be the trading day
The grant price refers to the price of each class II restricted stock granted by the company to the incentive object
Validity period refers to the period from the grant date of class II restricted shares to the expiration of the ownership or invalidation of all restricted shares
Vesting refers to the act of a listed company registering its shares in the account of the incentive object after the incentive object of the second type of restricted stock meets the vesting conditions
Vesting conditions refer to the benefit conditions set up by the incentive plan and the incentive object is to obtain the second type of restricted shares
Vesting date refers to the date on which the granted shares are registered after the incentive objects of the second type of restricted shares meet the benefit conditions. The vesting date must be the trading day
Company Law refers to the company law of the people’s Republic of China
The Administrative Measures refer to the administrative measures for equity incentive of listed companies
Securities Law refers to the securities law of the people’s Republic of China
Listing Rules refers to the Listing Rules of Shenzhen Stock Exchange gem
The articles of association refers to the Wuhan Jingce Electronic Group Co.Ltd(300567) articles of association
The regulatory guide refers to the self regulatory guide for companies listed on the gem of Shenzhen Stock Exchange No. 1 – business handling
CSRC refers to the China Securities Regulatory Commission
Stock exchange refers to Shenzhen Stock Exchange
Shenzhen Securities Depository and Clearing Co., Ltd
Yuan and 10000 yuan refer to RMB yuan and 10000 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 principle of the 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 company’s employees, effectively combine the interests of shareholders, the company and employees, and make all parties pay common attention to the long-term development of the company, according to the company law, securities law, administrative measures, listing rules, regulatory guidelines and other relevant laws The incentive plan is formulated in accordance with the relevant provisions of laws and regulations, normative documents and the articles of association, in combination with the company’s current salary and performance appraisal system and other management systems.
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. On the premise of legality and compliance, the general meeting of shareholders may authorize the board of directors to handle 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 remuneration and assessment committee under the board of directors is responsible for formulating and revising the incentive plan and submitting it to the board of directors for deliberation. After the board of directors deliberates and approves the incentive plan, it shall be submitted to the general meeting of shareholders for deliberation. The board of directors may handle matters related to the incentive 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 incentive plan and shall express their opinions on whether the incentive 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 incentive 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 entrusted voting rights from all shareholders for this incentive plan.
If the company changes the equity incentive plan before it is deliberated and approved by the general meeting of shareholders, the independent directors and the board of supervisors shall express independent opinions on whether the changed plan is conducive to the sustainable development of the company and whether there is obvious damage to the interests of the company and all shareholders.
Before the company grants rights and interests to the incentive object, the independent directors and the board of supervisors shall express clear opinions on whether the conditions for the incentive object to be granted rights and interests set in the equity incentive plan have been met. If the rights granted by the company to the incentive object are different from the arrangement of this incentive plan, the independent directors and the board of supervisors (when the incentive object changes) shall express clear opinions at the same time.
Before the restricted shares granted to the incentive object are vested, the independent directors and the board of supervisors shall express clear opinions on whether the conditions for the ownership of the rights and interests of the incentive object set in the equity incentive plan have been achieved.
Chapter IV
