Securities abbreviation: Keshun Waterproof Technologies Co.Ltd(300737) securities code: 300737 Keshun Waterproof Technologies Co.Ltd(300737)
Restricted stock incentive plan for 2021
(revised in 2022) (Abstract)
Keshun Waterproof Technologies Co.Ltd(300737)
January 2002
Statement
The company and all directors and 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 its authenticity, accuracy and completeness.
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.
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 Listing Rules of Shenzhen Stock Exchange gem (revised in 2020), the measures for the administration of equity incentive of listed companies, No. 5 guide for business handling of GEM listed companies – equity incentive and other relevant laws, regulations and normative documents, And the formulation of the Keshun Waterproof Technologies Co.Ltd(300737) articles of association.
2. The company does not have the circumstances that equity incentive shall not be implemented as stipulated in Article 7 of the measures for the administration of 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 latest 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.
3. The incentive objects participating in the incentive plan do not include the company’s supervisors and independent directors. Shareholders or actual controllers who individually or jointly hold more than 5% of the company’s shares and their spouses, parents and children do not participate in the incentive plan. 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:
(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.
4. The incentive plan is the second type of restricted stock incentive, and the stock source is Keshun Waterproof Technologies Co.Ltd(300737) (hereinafter referred to as “the company” or “the company”) the company’s A-share common shares repurchased from the secondary market or the company’s A-share common shares issued to the public.
After meeting the corresponding vesting conditions, the incentive objects who meet the grant conditions of the incentive plan will obtain the A-share common shares granted 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.
5. The plan plans to grant 20 million restricted shares to the incentive objects, accounting for 1.74% of the total share capital of the company at the time of announcement of the plan. Among them, 17.44 million shares were granted for the first time, accounting for 1.52% of the company’s total share capital of 115.11387 million shares at the time of announcement of the plan; Reserve 2.56 million shares, accounting for 12.8% of the total equity to be granted under the plan and 0.22% of the total share capital of the company at the time of announcement of the plan.
As of the announcement date of the draft incentive plan, the total number of subject shares involved in all equity incentive plans within the validity period of the company has not exceeded 20% of the total share capital of the company. The cumulative shares of the company granted by any incentive object in the incentive plan through the equity incentive plan within the whole validity period shall not exceed 1% of the total share capital of the company.
6. The grant price of restricted shares granted for the first time in the incentive plan is 8.5 yuan / share.
During the period from the date of announcement of the plan to the completion of the ownership registration 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 and dividend distribution, the grant price and quantity of restricted shares will be adjusted accordingly in accordance with the relevant provisions of the incentive plan.
7. The total number of incentive objects granted for the first time in the plan is 391, including the middle-level managers and core technical (business) personnel of the company at the time of announcement of the plan.
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 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.
8. The validity period of the incentive plan is from the date of the first grant of restricted shares to the date of the ownership or invalidation of all the restricted shares granted to the incentive object, which shall not exceed 60 months.
9. The company promises not to provide loans or any other form of financial assistance for the incentive object to obtain restricted shares under the plan, including providing guarantee for its loans.
10. The plan can only be implemented after being deliberated and approved by the general meeting of shareholders of the company.
11. 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 and announce the incentive objects in accordance with relevant regulations. 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. The reserved part shall be granted within 12 months after the equity incentive plan is reviewed and approved by the general meeting of shareholders of the company.
12. The implementation of the plan will not cause the equity distribution to fail to meet the requirements of listing conditions.
catalogue
Chapter I interpretation Chapter II purpose and principles of the plan Chapter III Management Organization of the plan Chapter IV determination basis and scope of incentive objects 8 Chapter V specific contents of equity incentive plan 9 Chapter VI handling of changes in the company / incentive object Chapter VII settlement mechanism of relevant disputes or disputes between the company and incentive objects 20 Chapter VIII Supplementary Provisions twenty-one
Chapter I interpretation
Unless otherwise specified, the following words have the following meanings in this document: Keshun Waterproof Technologies Co.Ltd(300737) , the company, the company and the listed company refer to Keshun Waterproof Technologies Co.Ltd(300737) (including branches and subsidiaries)
Equity incentive plan, this incentive plan and this plan refer to the Keshun Waterproof Technologies Co.Ltd(300737) 2021 restricted stock incentive plan
Restricted shares and class II restricted shares refer to the shares of the company obtained and registered by incentive objects meeting the grant conditions of the incentive plan after meeting the corresponding attribution conditions
Incentive objects refer to the company’s senior managers, middle managers and core technical (business) personnel who obtain restricted shares in accordance with the plan
Validity period refers to the period 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
The granting date of restricted shares refers to the date on which the company grants restricted shares to the incentive object, and the granting date must be the trading day
Grant price refers to the price of each restricted stock granted by the company to the incentive object
Vesting refers to the behavior that the listed company registers the shares in the account of the incentive object after the restricted stock incentive object meets the vesting conditions
Vesting conditions refer to the benefit conditions set up by the restricted stock incentive plan, and the incentive object is to obtain the incentive stock
Vesting date refers to the date when the authorized shares are registered after the restricted stock incentive object meets 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
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
Listing Rules refer to Shenzhen Stock Exchange GEM Listing Rules (revised in 2020)
Business management guide refers to business management guide for companies listed on GEM No. 5 – equity incentive
Articles of association means the Keshun Waterproof Technologies Co.Ltd(300737) articles of association
CSRC refers to the China Securities Regulatory Commission
Stock exchange refers to Shenzhen Stock Exchange
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 figures based on this category
According to the calculated financial indicators.
2. In this draft, the difference in the mantissa between the sum of some totals and each breakdown is caused by rounding.
Chapter II purpose and principles of the 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 middle and senior managers and core technical (business) personnel, effectively combine the interests of shareholders, the company and the personal interests of the core team, make all parties pay common attention to the company’s long-term development and strive to complete the company’s long-term strategic plan. On the premise of fully protecting the interests of shareholders, the plan is formulated in accordance with the company law, securities law, administrative measures, listing rules and other relevant laws, regulations and normative documents as well as the articles of association.
Chapter III Management Organization of the 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 plan. The general meeting of shareholders may authorize the board of directors to handle some matters related to the plan within its authority.
2、 The board of directors is the executive management organization of the plan and is responsible for the implementation of the plan. The remuneration and assessment committee (hereinafter referred to as the “Remuneration Committee”) is established under the board of directors to formulate and revise the plan and submit it to the board of directors for deliberation. After the plan is deliberated and approved by the board of directors, it shall be submitted to the general meeting of shareholders for deliberation. The board of directors may handle other relevant matters of the 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 plan and shall express their opinions on whether the 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 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 proxy voting rights from all shareholders for the 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 the conditions for the incentive object to be granted rights and interests set in the plan. If the rights granted by the company to the incentive object are different from the arrangement of the plan, the independent directors and the board of supervisors (when the incentive object changes) shall express clear opinions at the same time.
Before the incentive object exercises its rights and interests, the independent directors and the board of supervisors shall express clear opinions on whether the conditions for the incentive object to exercise its rights and interests set in the plan have been met.
Chapter IV determination basis and scope of incentive objects
1、 Determination basis of incentive object
1. Legal basis for determining incentive objects
The incentive objects of the plan are determined in accordance with the company law, securities law, administrative measures and other relevant laws, regulations, normative documents and the articles of association, and in combination with the actual situation of the company.
The incentive objects of the plan do not have the following circumstances that are not allowed to become incentive objects as stipulated in Article 8 of the management measures:
(1) Being identified as inappropriate by the stock exchange within the last 12 months;
(2) Within the last 12 months
