Securities abbreviation: Jiangsu Nata Opto-Electronic Material Co.Ltd(300346) securities code: 300346 Jiangsu Nata Opto-Electronic Material Co.Ltd(300346)
Restricted stock incentive plan for 2022
(Draft) summary
January 2002
Statement
The company and all members of the board of directors and the board of supervisors guarantee that there are no false records, misleading statements or major omissions in the plan and its summary. And bear individual and joint legal liabilities for the authenticity, accuracy and integrity of the contents of the announcement.
All incentive objects of the company promise 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 objects shall return all the benefits obtained from the 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 formulated 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, other relevant laws, administrative regulations, rules, normative documents and the articles of association of Jiangsu Nata Opto-Electronic Material Co.Ltd(300346) (hereinafter referred to as “the company”, “the company” or ” Jiangsu Nata Opto-Electronic Material Co.Ltd(300346) “).
2. The incentive form adopted in this incentive plan is restricted stock (class I restricted stock). The stock source of this incentive plan is the company’s A-share common stock repurchased from the secondary market.
3. The company plans to grant a total of no more than 400000 restricted shares to the incentive objects, accounting for 0.09% of the total share capital of the company at the time of announcement of the incentive plan.
The total number of subject shares involved in all equity incentive plans of the company within the validity period does not exceed 10% of the total share capital of the company at the time of announcement of the incentive plan. The 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 incentive plan.
During the period from the date of announcement of the incentive plan to the completion of the restricted stock registration of the incentive object, if the company has matters such as capital reserve converted into share capital, share splitting or share reduction, allotment, etc., the number of restricted shares granted will be adjusted accordingly.
4. The grant price of restricted shares granted under the incentive plan is 14.85 yuan / share. During the period from the date of announcement of the incentive plan to the completion of the restricted stock registration of the incentive object, if the company has matters such as capital reserve converted into share capital, distribution of stock dividends, share subdivision or reduction, allotment and dividend distribution, the grant price of restricted shares will be adjusted accordingly.
5. The validity period of the incentive plan is from the date of completion of the registration of the grant of restricted shares to the date of lifting the restriction on the sale or repurchase cancellation of all the restricted shares granted to the incentive object, which shall not exceed 60 months at most.
The restricted shares granted under the plan shall be restricted for 12 months from the date of completion of the registration of the grant of restricted shares. The restricted shares granted to the incentive object under the plan shall not be transferred, used for guarantee or debt repayment before the restriction is lifted.
6. The performance conditions for the release of restricted shares granted by the incentive plan are as follows:
In the four fiscal years from 2022 to 2025, the performance evaluation of restricted stocks in the incentive plan will be conducted annually, once in each fiscal year, so as to achieve the performance evaluation goal as one of the conditions for the release of restrictions on sales of incentive objects.
The annual performance appraisal objectives of some restricted shares granted this time are shown in the table below:
Performance conditions for lifting the restriction arrangement
The first lifting of sales restrictions is based on the net profit in 2021, and the net profit growth rate in 2022 is not less than 18%.
The second lifting of sales restrictions is based on the net profit in 2021, and the net profit growth rate in 2023 is not less than 39%.
The third lifting of sales restrictions is based on the net profit in 2021, and the net profit growth rate in 2024 is not less than 64%.
The fourth lifting of sales restrictions is based on the net profit in 2021, and the net profit growth rate in 2025 will not be less than 94%.
The net profit of each year refers to the net profit attributable to the shareholders of the listed company after excluding the impact of share based payment expenses of the incentive plan. If the company’s performance appraisal fails to meet the above conditions, the incentive object shall repurchase and cancel the restricted shares within the corresponding lifting period.
7. 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:
(1) An audit report with a negative opinion or unable to express an opinion on the financial and accounting report of the most recent fiscal year issued by a 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.
8. The incentive object of this incentive plan does not have the following circumstances that may not be the incentive object specified in the measures for the administration of equity incentive of listed companies:
(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.
9. During the period from the date of announcement of the incentive plan to the completion of the restricted stock registration of 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 or additional issuance, the price and quantity of restricted stocks will be adjusted accordingly. In addition to the above circumstances, if the quantity, price or other terms need to be adjusted for other reasons, a resolution shall be made by the board of directors of the company and reviewed and approved by the general meeting of shareholders of the company.
10. The funds for the incentive object to subscribe for restricted shares are raised by individuals. The company promises not to provide loans and other forms of financial assistance for the incentive object to obtain restricted shares according to the plan, including providing guarantee for its loans.
11. The total number of incentive objects granted by the incentive plan is 1, which is the deputy general manager and technical director of the company when the company announces the incentive plan. Among the incentive objects granted this time, there are no independent directors, supervisors, shareholders or actual controllers holding more than 5% of shares alone or in total and their spouses, parents and children participating in the incentive plan.
12. The incentive 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 general meeting of shareholders deliberates and approves the incentive plan, the company will convene the board of directors to grant the incentive objects in accordance with relevant regulations, and complete relevant procedures such as registration and announcement.
If the company fails to complete the above work within 60 days, the implementation of the incentive plan shall be terminated, and the non granted restricted shares shall become invalid.
14. The implementation of this incentive plan will not cause the equity distribution to fail to meet the requirements of listing conditions.
catalogue
Special tips 1 catalog Chapter 1 interpretation Chapter II purpose of incentive plan Chapter III basic principles of this incentive plan 8 Chapter IV Management Organization of this incentive plan Chapter V determination basis and scope of incentive objects Chapter VI source, quantity and distribution of the subject shares of the restricted stock incentive plan Chapter VII timing of restricted stock incentive plan Chapter VIII grant price of restricted shares and determination method of grant price Chapter IX conditions for granting and releasing restricted shares Chapter X adjustment methods and procedures of restricted stock incentive plan Chapter XI accounting treatment methods of equity incentive and its impact on the company’s performance Chapter 12 handling of changes in the company and incentive objects 27 Chapter XIII Supplementary Provisions thirty
Chapter I interpretation
Unless otherwise specified, the following abbreviations are defined in this incentive plan as follows:
The company, the company, refers to Jiangsu Nata Opto-Electronic Material Co.Ltd(300346)
Jiangsu Nata Opto-Electronic Material Co.Ltd(300346)
This incentive plan / this plan refers to the Jiangsu Nata Opto-Electronic Material Co.Ltd(300346) 2022 restricted stock incentive plan
The first type of restricted stock refers to a certain number of shares of the company whose transfer is restricted granted by the company to the incentive object according to the conditions specified in the incentive plan
Incentive object refers to the person entitled to restricted shares under this incentive plan
Senior managers refer to Jiangsu Nata Opto-Electronic Material Co.Ltd(300346) general manager, deputy general manager, Secretary of the board of directors, chief financial officer and chief technical officer
Total share capital refers to the total issued share capital of the company when the general meeting of shareholders approves the incentive plan
Jiangsu Nata Opto-Electronic Material Co.Ltd(300346) grant the subject stock to restricted stock. The grant date refers to the date of the incentive object. The grant date shall be determined by the board of directors and must be the trading day
Grant price refers to the price paid by the incentive object when Jiangsu Nata Opto-Electronic Material Co.Ltd(300346) grants each underlying stock to the incentive object
The restricted sale period refers to the period during which the restricted shares granted to the incentive object under the incentive plan are prohibited from being transferred, used for guarantee and debt repayment
The date of lifting the restriction on sale refers to the date on which the restricted shares held by the incentive object are lifted after the conditions for lifting the restriction on sale specified in the incentive plan are met
The conditions for lifting the restriction on sales refer to the conditions that must be met for the restricted shares obtained by the incentive object to be lifted
Shenzhen stock exchange refers to Shenzhen Stock Exchange
Zhongdeng Shenzhen branch refers to Shenzhen Branch of China Securities Depository and Clearing Co., Ltd
Remuneration and assessment committee refers to the remuneration and assessment committee established under the Jiangsu Nata Opto-Electronic Material Co.Ltd(300346) board of directors
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 Listing Rules refer to the Listing Rules of Shenzhen Stock Exchange on the gem
Incentive management measures refer to the measures for the management of equity incentive of listed companies
“Equity incentive management” refers to “section II equity incentive” of “Shenzhen Stock Exchange GEM listed companies self regulatory guidelines South No. 1 – business management”
Articles of association means the Jiangsu Nata Opto-Electronic Material Co.Ltd(300346) articles of association
The assessment management measures refer to the assessment management measures for the implementation of Jiangsu Nata Opto-Electronic Material Co.Ltd(300346) 2022 restricted stock incentive plan
Yuan means RMB yuan
Note: 1. Unless otherwise specified, the financial data and financial indicators quoted in the summary of this draft refer to the financial data in the consolidated statement and the financial indicators calculated based on such financial data.
2. If there is any difference in the mantissa between the sum of some total numbers and each detailed number in the summary of this draft, it is caused by rounding.
Chapter II purpose of incentive plan
In order to further establish and improve the company’s incentive and restraint mechanism, fully consider the company’s talent intensive and knowledge intensive characteristics, mobilize the enthusiasm of Jiangsu Nata Opto-Electronic Material Co.Ltd(300346) main management and technical personnel, retain and motivate talents, more closely combine the main management and technical personnel with the company’s interests, and develop the company in unity, So as to improve the sustainable development ability of the company. On the premise of fully protecting the interests of shareholders and realizing greater value-added, this incentive plan is formulated in accordance with the principle of relative income and contribution, relevant laws, regulations and normative documents such as the company law, the securities law, the incentive management measures, the guide for handling equity incentive and the articles of Association.
Chapter III basic principles of this incentive plan
(I) comply with the provisions of the company law, securities law, administrative measures, listing rules, guidelines for handling equity incentive and other laws, regulations, normative documents and the articles of association.
(II) adhere to the principles of fairness, impartiality and openness, balance the interests of all incentive objects and improve the overall cohesion of the company.
(III) combine incentives and constraints, adhere to long-term incentives and promote the sustainable development of the company.
(IV) safeguard shareholders’ rights and interests and bring more efficient and sustainable returns to shareholders.
Chapter IV Management Organization of this incentive plan
(I) 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.
(II) the board of directors is the executive and management organization 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 and approval
