Securities abbreviation: Beijing Beetech Inc(300667) securities code: Beijing Beetech Inc(300667) Beijing Beetech Inc(300667)
Restricted stock incentive plan for 2022
(Draft)
May, 2002
statement
Beijing Beetech Inc(300667) (hereinafter referred to as " Beijing Beetech Inc(300667) ", "the company", "the company" or "listed company") and all directors and supervisors guarantee the authenticity, accuracy and integrity of the incentive plan and its summary, and there are no false records, misleading statements or major omissions.
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 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 (revised in December 2020), the self regulatory guide for gem listed companies of Shenzhen Stock Exchange No. 1 - business handling, and other relevant laws and regulations Normative documents and relevant provisions such as Beijing Beetech Inc(300667) articles of association are formulated.
2、 The incentive tool adopted in this incentive plan is restricted stock (the second type of restricted stock). The stock source is the company's A-share common stock issued by the company to the incentive object.
3、 The number of restricted shares to be granted under the incentive plan is 3.89 million, accounting for about 1.94% of the total share capital of the company at the time of announcement of the draft incentive plan.
As of the announcement date of the draft incentive plan, the company has no equity incentive plan under implementation. The total number of restricted shares involved in the equity incentive plan of the company within the whole validity period does not exceed 20% of the total share capital of the company, and the cumulative number of shares granted by any incentive object through the equity incentive plan within the whole validity period does not exceed 1% of the total share capital of the company at the time of announcement of the incentive plan.
4、 The total number of incentive objects of this incentive plan is 100, including senior management personnel of the company, management personnel and core technical (business) backbone employees of Zhuoli Hanguang (including subordinate holding subsidiaries), including an employee in Taiwan, China. The incentive objects participating in the incentive plan do not include independent directors and supervisors of the company.
5、 The price of restricted shares granted to the incentive object in the incentive plan is 7.47 yuan / share. From the date of announcement of the draft incentive plan to the date when the incentive object completes the ownership of restricted shares, if the company has matters such as capital reserve converted into share capital, distribution of stock dividends, stock subdivision or reduction, allotment and dividend distribution, the grant price or number of restricted shares will be adjusted accordingly.
6、 The validity period of this incentive plan shall be no more than 36 months from the date of grant of restricted shares to the date of full ownership or invalidation. 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 participating in the incentive plan do not include the current independent directors and supervisors of the company. Due to the significant contribution of the current shareholders of hanyue Zhongyue to the incentive plan for the rapid development of the listed company in 2019, Ding zhuo7 has made significant contributions to the incentive agreement for the former shareholders of hanyue Zhongyue and Ding zhuo7. Therefore, the incentive plan takes Ding Yue as the incentive object, which is in line with the actual situation and development needs of the company and the provisions of the listing rules and other relevant laws and regulations, and is necessary and reasonable. The incentive object of this incentive plan also includes xutengxiang, an employee in Taiwan, China, who is the original shareholder of Zhuoli Hanguang and plays an important role in the company's operation and management, technology research and development, business development, etc. The company's inclusion of the person from Taiwan, China in the scope of the incentive objects of the equity incentive plan can further promote the construction of the company's diversified team, retain core talents, be conducive to the long-term healthy and sustainable development of the company and safeguard the long-term interests of the company's shareholders.
9、 The incentive objects participating in this incentive plan comply 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 (revised in December 2020), 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; (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、 The incentive object promises 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 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.
11、 The incentive plan can be implemented only after being deliberated and approved by the general meeting of shareholders of the company.
12、 Within 60 days from the date when the general meeting of shareholders deliberates and approves the incentive plan, the company will convene the board of directors in accordance with relevant regulations to grant incentive objects, and complete announcement and other relevant procedures. If the company fails to complete the above work within 60 days, the implementation of the plan will be terminated and the non granted restricted shares will become invalid.
13、 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 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 source, quantity and distribution of restricted shares Chapter VI validity period, grant date, ownership arrangement and lock up period of incentive plan Chapter VII grant price of restricted shares and determination method of grant price 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 equity incentive plan 25 Chapter XII respective rights and obligations of the company / incentive object 28 Chapter XIII handling of changes in the company / incentive object 31 chapter XIV Supplementary Provisions thirty-five
Chapter I interpretation
Unless otherwise specified, the following words or abbreviations have the following specific meanings in this document:
Beijing Beetech Inc(300667) , the company, refers to Beijing Beetech Inc(300667)
Company, listed company
Incentive plan and this incentive plan refer to Beijing Beetech Inc(300667) 2022 restricted stock incentive plan (draft plan and this plan)
Zhuo Li Han Guang refers to Beijing Zhuo Li Han Guang Instrument Co., Ltd., a wholly-owned subsidiary of the company
Restricted stock and the second refers to the shares of the company obtained and registered by the incentive objects who meet the grant conditions of the incentive plan after meeting the corresponding ownership conditions
According to the provisions of this incentive plan, the incentive objects of the company's senior managers who obtain restricted shares refer to the management personnel and core technical (business) backbone employees of Zhuo lihanguang (including its subordinate holding subsidiaries)
The grant price refers to the price of each restricted stock granted by the company to the incentive object
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 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 conditions refer to the benefit conditions set up by the incentive plan and the incentive object is to obtain the incentive shares
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
In 2019, the major assets were heavy. In 2019, Beijing Beetech Inc(300667) acquired 100% of the total equity of Zhuo Li Han Guang held by Ding Liangcheng and other 40 shareholders of Zhuo Li Han Guang by issuing shares, convertible bonds and paying cash, and raised supporting funds
Agreement on the purchase of assets of Beijing Zhuo instrument and its supplementary agreement on the purchase of assets of Beijing Zhuo Instrument Co., Ltd
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
Listing Rules refers to the Shenzhen Stock Exchange GEM Listing Rules (revised in December 2020)
Regulatory guide No. 1 refers to the self regulatory guide No. 1 - business handling of companies listed on the gem of Shenzhen Stock Exchange
The articles of association refers to the Beijing Beetech Inc(300667) articles of association
CSRC / CSRC refers to the China Securities Regulatory Commission
Shenzhen Stock Exchange / stock exchange refers to Shenzhen Securities
Chapter II purpose and principle of the incentive plan
According to the asset purchase agreement for major asset restructuring in Beijing Beetech Inc(300667) 2019 and its supplementary agreement, equity incentive arrangements for outstanding employees of Zhuo lihanguang and its subsidiaries are set up in this transaction. After the performance commitment period expires, the listed company will provide equity incentive to Zhuo lihanguang's in-service management team and key employees on the premise of meeting relevant laws, regulations and regulatory rules, The total amount of management expenses recognized by the listed company for the implementation of the equity incentive is 30 million yuan.
This equity incentive is to complete the provisions of the asset purchase agreement and its supplementary agreement for Beijing Beetech Inc(300667) 2019 major asset restructuring, and effectively motivate the management team and core personnel of Zhuo Li Hanguang. Therefore, on the premise of fully protecting the interests of shareholders, the company, in accordance with the principle of equal income and contribution, in accordance with the company law, securities law, administrative measures, listing rules, regulatory guide No. 1 and other relevant laws The incentive plan is formulated in accordance with the regulations, normative documents and the articles of association.
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. The general meeting of shareholders may authorize the board of directors to handle some 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; The board of directors shall review and approve the incentive plan and submit it to the general meeting of shareholders for approval
