Securities abbreviation: Jafron Biomedical Co.Ltd(300529) securities code: 300529 Jafron Biomedical Co.Ltd(300529)
2022 stock option incentive plan
(Draft) summary
Jafron Biomedical Co.Ltd(300529)
January 2002
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.
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 rules for the listing of shares on the gem of Shenzhen Stock Exchange (revised in 2020), the self regulatory guide for companies listed on the gem of Shenzhen Stock Exchange No. 1 – business handling and other relevant laws and regulations Formulation of normative documents and Jafron Biomedical Co.Ltd(300529) articles of association.
2、 The incentive tool adopted in this incentive plan is stock option, which refers to the right granted by the listed 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. The source of stock is Jafron Biomedical Co.Ltd(300529) (hereinafter referred to as ” Jafron Biomedical Co.Ltd(300529) “, “the company” or “the company”) to issue A-share common shares of the company to the incentive object.
3、 The incentive plan intends to grant 8.02 million stock options to the incentive objects, accounting for about 1.00% of the company’s total share capital of 805497300 shares at the time of announcement of the draft incentive plan. Among them, 7.02 million were granted for the first time, accounting for about 0.87% of the company’s total share capital of 805497300 shares at the time of announcement of the draft incentive plan; One million shares are reserved, accounting for about 0.13% of the company’s total share capital of 805497300 shares at the time of announcement of the draft incentive plan, and the reserved part accounts for 12.47% of the total equity granted this time. Each stock option has the right to purchase one share of the company’s stock at the exercise price within the validity period when the exercise conditions are met.
The company’s 2017 stock option incentive plan (Draft), 2019 stock option incentive plan (Draft), 2019 second issue stock option incentive plan (Draft) and 2021 restricted stock incentive plan (Draft) are still being implemented. As of the announcement date of the draft incentive plan, the number of class I / II restricted shares that have not been released / vested in the above incentive plan of the company is 7491000, and the number of stock options that have not been exercised is 5874300. The total number of subject 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. The number of restricted shares granted by any incentive object in the incentive plan through all equity incentive plans within the validity period shall not exceed 1% of the total share capital of the company.
During the period from the date of announcement of the incentive plan to the completion of the exercise of stock options by the incentive object, if the company has matters such as conversion of capital reserve into share capital, distribution of stock dividends, share subdivision or reduction, allotment and so on, the total number of subject shares involved will be adjusted accordingly.
4、 The exercise price of stock options granted for the first time in the incentive plan is 54.77 yuan / share. During the period from the date of announcement of the incentive plan to the completion of the exercise of stock options by the incentive object, if the company has matters such as the conversion of capital reserve into share capital, distribution of stock dividends, division or reduction of shares, allotment of shares, dividend distribution, etc., the exercise price of stock options will be adjusted accordingly.
5、 The total number of incentive objects granted by the incentive plan for the first time is 735, including directors, senior managers, middle managers and core backbone of the company (including branches and holding subsidiaries, the same below) when the company announces the incentive plan, excluding independent directors, supervisors, shareholders or actual controllers holding more than 5% individually or jointly and their spouses Parents and 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 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.
6、 The validity period of the incentive plan shall be no more than 48 months from the date of the first authorization of the stock option to the date of the exercise or cancellation of all the stock options granted to the incentive object.
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 financial report of the most recent fiscal year has been given a negative opinion or an audit report that cannot express an opinion by a certified public accountant;
(II) the internal control over the financial report of the most recent fiscal year has been given a negative opinion or unable to express an opinion by a 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 of 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 (revised in 2020), and there are no following circumstances that may not be the incentive object:
(I) being identified as inappropriate 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 of the people’s Republic of China;
(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 or any other form of financial assistance to the incentive object in accordance with the relevant stock option exercise of the incentive plan, including providing guarantee for its loans.
10、 The incentive object promises that if the company does not comply with the arrangement for 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 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 some incentive objects for the first time, and complete the announcement, registration and other relevant procedures.
If the company fails to complete the above work within 60 days, the implementation of the incentive plan will be terminated, and the stock options not granted will be invalid. According to the measures for the administration of equity incentive of listed companies and the guidelines for self discipline supervision of companies listed on the gem of Shenzhen Stock Exchange No. 1 – business handling, the period during which rights and interests shall not be granted shall not be counted within 60 days. The incentive object of the reserved grant part shall be determined within 12 months after the incentive plan is considered and approved by the general meeting of shareholders.
13、 The implementation of this incentive plan will not cause the equity distribution to fail to meet 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 9 Chapter V Rights and interests to be granted under the incentive plan Chapter VI validity period, authorization date, waiting period, exercise arrangement and lock up period of the incentive plan Chapter VII exercise price of stock options and determination method of exercise price Chapter VIII conditions for granting and exercising stock options Chapter IX adjustment methods and procedures of this incentive plan Chapter X accounting treatment of stock options 23 Chapter XI handling of changes in the company / incentive object 25 Chapter XII Supplementary Provisions twenty-seven
Chapter I interpretation
Unless otherwise specified, the following words shall have the following meanings in this document:
Jafron Biomedical Co.Ltd(300529) . The company, the company and the listed company refer to Jafron Biomedical Co.Ltd(300529)
This incentive plan refers to the 2022 stock option incentive plan of the company
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 in the future
According to the provisions of the incentive plan, the directors, senior managers, middle managers and core backbone of the company (including branches and subsidiaries of the incentive object, the same below) who obtain stock options
The authorization date refers to the date on which the company grants stock options to the incentive object, and the authorization date must be the trading day
The validity period refers to the period from the date when the stock option is granted to the incentive object to the expiration of the stock option
The waiting period refers to the period between the date when the registration of stock option grant is completed and the date when the stock option is exercisable
According to the stock option incentive plan, the incentive object exercises the stock exercise right. In this incentive plan, the exercise of right is the incentive object’s behavior of purchasing the subject stock according to the conditions set in the incentive plan
The exercisable date refers to the date when the incentive object can start exercising its rights. The exercisable date must be the trading day
The exercise price refers to the price at which the incentive object purchases Jafron Biomedical Co.Ltd(300529) shares as determined in the incentive plan
Exercise conditions refer to the conditions that must be met for the incentive object to exercise the stock option according to the stock option incentive plan
Company law means the company law of the people’s Republic of China
Securities Law means the securities law of the people’s Republic of China
The Administrative Measures refer to the administrative measures for equity incentive of listed companies
“Business handling” refers to the self regulatory guidelines for companies listed on the gem of Shenzhen Stock Exchange No. 1 – business handling
Listing Rules refer to Shenzhen Stock Exchange GEM Listing Rules (revised in 2020)
Articles of association means the Jafron Biomedical Co.Ltd(300529) articles of association
CSRC refers to the China Securities Regulatory Commission
Stock exchange refers to Shenzhen Stock Exchange
Registration and Clearing Company refers to Shenzhen Branch of China Securities Depository and Clearing Co., Ltd
Yuan means RMB yuan
Note: 1. Unless otherwise specified, the financial data and financial indicators quoted in this draft refer to the financial data and basis of the consolidated statements
Financial indicators calculated from such financial data.
2. In this draft, the difference in mantissa between the sum of the direct addition of partial totals and each breakdown is due to rounding
Yes.
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 directors, senior managers, middle managers and core backbone, effectively combine the interests of shareholders, the company and the personal interests of the core team, and make all parties pay common attention to the long-term development of the company, On the premise of fully protecting the interests of shareholders and in accordance with the principle of equal income and contribution, the company formulates this plan in accordance with the provisions of the company law, the securities law, the administrative measures, the listing rules, other relevant laws, regulations, rules and normative documents, as well as the articles of association.
