Securities abbreviation: Ningbo Runhe High-Tech Materials Co.Ltd(300727) securities code: 300727 Ningbo Runhe High-Tech Materials Co.Ltd(300727) 2022 restricted stock incentive plan
(Draft)
January 2002
statement
The company and all directors and supervisors guarantee that there are no false records, misleading statements or major omissions in the draft 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’s information disclosure documents have false records, misleading statements or major omissions, resulting in non-compliance with the granted rights and interests or equity ownership arrangements, 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 2022 restricted stock incentive plan (Draft) of Ningbo Runhe High-Tech Materials Co.Ltd(300727) (hereinafter referred to as ” Ningbo Runhe High-Tech Materials Co.Ltd(300727) “, “the company” or “the company”) 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 and the rules for the listing of shares on the gem of Shenzhen Stock Exchange (revised in December 2020) The self regulatory guidelines for companies listed on the growth enterprise market of Shenzhen Stock Exchange No. 1 – business handling, other relevant laws, regulations and normative documents and the Ningbo Runhe High-Tech Materials Co.Ltd(300727) articles of association were formulated.
2、 The incentive tool used in this restricted stock 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.
After meeting the corresponding attribution conditions, the incentive objects who meet the grant conditions of the incentive plan will obtain the additional A-share common shares issued by the company in batches at the grant price, and these shares will be registered with China Securities Depository and Clearing Co., Ltd. The restricted shares granted to the incentive object shall not enjoy the rights of shareholders of the company before they are vested, and the restricted shares shall not be transferred, used for guarantee or debt repayment.
3、 The total amount of class II restricted shares to be granted to incentive objects in the plan is 3 million shares, accounting for 2.36% of the total capital stock of the company at the time of announcement of the draft incentive plan. Among them, 2.67 million shares were granted for the first time, accounting for 2.10% of the company’s total share capital of 126.88 million shares when the incentive plan was announced, and 89.00% of the total equity granted this time; 330000 shares are reserved, accounting for 0.26% of the company’s total share capital of 126.88 million shares when the incentive plan is announced, and the reserved part accounts for 11.00% of the total equity granted this time. The total number of subject shares involved in all equity incentive plans within the validity period of the company shall not exceed 20% of the total share capital of the company, and the cumulative number of company shares granted by any incentive object of the plan through all equity incentive plans within the validity period shall not exceed 1% of the total share capital of the company.
The reserved part will specify the granting object of reserved restricted shares within 12 months after the plan is considered and approved by the general meeting of shareholders. The grant of the reserved part shall be proposed by the board of directors, the independent directors and the board of supervisors express clear opinions, lawyers express professional opinions and issue legal opinions. After the company makes sufficient information disclosure on the designated website, including the incentive share, the position of the incentive object, the grant price and other details, the grant shall be made according to the provisions of the plan. 4、 The grant price of restricted shares granted to the incentive object for the first time in the incentive plan is 13.60 yuan / share. Before each grant of reserved restricted shares, the board of directors must be convened to consider and adopt relevant proposals, and the summary of the grant shall be disclosed.
5、 During the period from the date of announcement of the incentive plan to the completion of the ownership of restricted shares by the incentive object, if the company has matters such as conversion of capital reserve into share capital, distribution of stock dividends, division or reduction of shares, allotment of shares, dividend distribution, etc., the grant price and quantity of restricted shares will be adjusted accordingly.
6、 The incentive objects of the plan include directors, senior managers, core managers, core backbone personnel of the company and its subsidiaries and other personnel that the board of directors deems necessary to be encouraged. The independent directors and supervisors of the company are not within the scope of incentive objects of the plan and comply with the provisions of article 8.4.2 of the listing rules. The incentive object of the plan does not have the following circumstances that shall not become an incentive object as stipulated in article 8.4.2 of the Listing Rules:
1. Being identified as inappropriate by the stock exchange within the last 12 months;
2. It has been identified as an inappropriate candidate by the CSRC and its dispatched offices within the last 12 months;
3. Being administratively punished by the CSRC and its dispatched offices or taking market entry prohibition measures for major violations of laws and regulations within 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 equity incentive of listed companies according to laws and regulations;
6. Other circumstances recognized by the CSRC.
The total number of first incentive objects of the plan is 42. Reserved incentive objects refer to the incentive objects that have not been determined when the plan is approved by the general meeting of shareholders but are included in the incentive plan during the duration of the 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. If the incentive object is not specified for more than 12 months, the reserved restricted shares shall become invalid.
7、 The validity period of the incentive plan shall be no more than 62 months from the date of the first grant of restricted shares to the date when all the restricted shares granted to the incentive object are vested or invalid.
1. Restricted shares granted for the first time
The restricted shares granted for the first time in the plan shall be vested in the incentive object in three phases within 36 months after the first grant date is 14 months. Whether the incentive object can handle the vesting is based on whether it meets the performance appraisal goal. The ownership schedule of each period is shown in the table below:
Vesting arrangement vesting proportion in vesting period
The restrictive of the first grant shall be from the first trading day after 14 months from the date of the first grant to the first 30%
The last trading day within 26 months from the date of grant of the first vesting period
The restrictive of the first grant shall be from the first trading day after 26 months from the date of the first grant to the first 30%
The last trading day within 38 months from the date of grant of the second vesting period
The restrictive of the first grant shall be from the first trading day after 38 months from the date of the first grant to the first 40%
The last trading day within 50 months from the date of grant of the third vesting period
2. Restricted shares reserved for grant
After 14 months from the date of grant of reserved restricted shares, whether the incentive objects can handle the attribution is based on whether they meet the performance appraisal objectives.
The ownership schedule of each period is shown in the table below:
(1) If the reserved part is granted in 2022, the vesting period and vesting proportion of the restricted shares reserved for grant are as follows:
Vesting arrangement vesting proportion in vesting period
The restrictive nature of the reserved grant shall be from the first trading day after 14 months from the date of the reserved grant to 30% of the reserved grant
The first vesting period of shares shall remain until the last trading day within 26 months from the date of grant
The restrictive nature of the reserved grant shall be from the first trading day after 26 months from the date of the reserved grant to 30% of the reserved grant
The second vesting period of shares shall remain until the last trading day within 38 months from the date of grant
The restrictive nature of the reserved grant shall be from the first trading day after 38 months from the date of the reserved grant to 40% of the reserved grant
The third vesting period of shares shall remain until the last trading day within 50 months from the date of grant
(2) If the reserved part is granted in 2023, the vesting period and vesting proportion of the restricted shares reserved for grant are as follows:
Vesting arrangement vesting proportion in vesting period
The restrictive nature of the reserved grant shall be from the first trading day after 14 months from the date of the reserved grant to 50% of the reserved grant
The last trading day within 26 months from the date of grant of the first vesting period
The restrictive nature of the reserved grant shall be from the first trading day after 26 months from the date of the reserved grant to 50% of the reserved grant
The last trading day within 38 months from the date of grant of the second vesting period
8、 Main attribution conditions
The restricted shares granted under the plan shall be subject to annual performance evaluation and attribution, so as to meet the performance evaluation objectives as the attribution conditions of incentive objects. The details are as follows:
1. Restricted shares granted for the first time
Performance assessment objectives of the company
The first vesting period of the first vesting period is based on the net profit in 2021, and the net profit growth rate in 2022 is not less than 13%. The second vesting period of the first vesting period is based on the net profit in 2021, and the net profit growth rate in 2023 is not less than 30%. The third vesting period of the first vesting period is based on the net profit in 2021, and the net profit growth rate in 2024 is not less than 50%
2. Restricted shares reserved for grant
If some restricted shares are reserved for grant in 2022, the performance assessment objectives will be consistent with the first grant; If some restricted shares are reserved to be granted in 2023, the performance evaluation objectives are shown in the table below:
Performance assessment objectives of the company
The first vesting period of the reserved grant part is based on the net profit in 2021, and the net profit growth rate in 2023 is not less than 30%. The second vesting period of the reserved grant part is based on the net profit in 2021, and the net profit growth rate in 2024 is not less than 50%
Note: the above “net profit” is calculated based on the audited net profit attributable to the shareholders of the listed company after deducting non recurring profits and losses, and excludes the impact of all share based payment expenses generated by the incentive plan in the current year within the validity period.
If the company fails to complete the performance assessment indicators in each vesting period, the incentive object shall grant some restricted shares in this period, cancel the vesting, and become invalid.
9、 The company does not have the following circumstances under which equity incentive shall not be implemented as stipulated in Article 7 of the management measures: 1. The financial and accounting report of the latest fiscal year was issued with a negative opinion or an audit report that could not express an opinion by the certified public accountant;
2. The internal control of the financial 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;
3. Failure to distribute profits in accordance with laws and regulations, the 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.
10、 The source of funds for the incentive object to participate in the incentive plan is legal and in compliance with the provisions of Article 21 of the management measures. The company promises not to provide loans and other forms of financial assistance for the incentive object to obtain relevant rights and interests according to the plan, including providing guarantee for its loans.
11、 All incentive objects promise that if the company’s information disclosure documents contain false records, misleading statements or major omissions, resulting in non-compliance with the granted rights and interests or equity ownership arrangements, 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.
12、 The plan can be implemented only after being deliberated and approved by the general meeting of shareholders of the company.
13、 Within 60 days from the date when the plan is deliberated and approved by the general meeting of shareholders of the company, the company will convene the board of directors in accordance with relevant regulations to grant the incentive object for the first time, and complete the announcement and other relevant procedures. The grant date shall be the transaction date. If the company fails to complete the above work within 60 days, it shall timely disclose the reasons for the failure and terminate the implementation of the plan, and the non granted restricted shares shall become invalid. According to the provisions of the administrative measures and the regulatory guide No. 1 – business handling, the period during which a listed company shall not grant rights and interests shall not be counted within 60 days. The incentive object for reserving some restricted shares shall be determined within 12 months after the plan is considered and approved by the general meeting of shareholders.
14、 The implementation of the plan will not lead to the company’s equity distribution not meeting the requirements of listing conditions.
catalogue
Declare that 2 special tips 3 catalog 8 interpretation Chapter I purpose and principles of this incentive plan Chapter II management organization of this incentive plan Chapter III determination basis and scope of incentive objects Chapter IV source, quantity and distribution of restricted shares Chapter V validity period, grant date, ownership arrangement and prohibition provisions of incentive plan Chapter VI grant price of restricted shares and determination method of grant price Chapter VII vesting and vesting conditions of restricted shares Chapter VIII adjustment methods and procedures of restricted stocks Chapter IX accounting treatment of restricted stocks Chapter X implementation procedures of restricted stock incentive plan 29 Chapter XI respective rights and obligations of the company and the incentive object Chapter XII handling of changes of the company and incentive objects 35 Chapter XIII Supplementary Provisions thirty-eight
interpretation
In this plan, unless otherwise specified, the following terms or abbreviations have the following meanings: Ningbo Runhe High-Tech Materials Co.Ltd(300727) , the company and the company refer to Ningbo Runhe
