Securities abbreviation: Shanghai Guao Electronic Technology Co.Ltd(300551) securities code: 300551 Shanghai Guao Electronic Technology Co.Ltd(300551)
Restricted stock incentive plan for 2022
(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 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 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 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 the Shanghai Guao Electronic Technology Co.Ltd(300551) articles of association.
2、 The incentive tool adopted in this incentive plan is the second type of restricted stock. The stock source is the RMB common shares (A shares) of the company issued by Shanghai Guao Electronic Technology Co.Ltd(300551) (hereinafter referred to as “the company” or “the company”) to the incentive object.
The incentive objects who meet the grant conditions of the incentive plan will obtain the additional RMB common shares (A shares) issued by the company in installments at the grant price after meeting the corresponding attribution conditions, 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 incentive plan plans to grant 18 million restricted shares to the incentive objects, accounting for 5.92% of the total share capital of 304047000 shares on the announcement date of the draft incentive plan. Among them, 14.5 million shares were granted for the first time, accounting for 80.56% of the total amount to be granted in the incentive plan and 4.77% of the total share capital of the company on the announcement date of the draft incentive plan; 3.5 million shares are reserved, accounting for 19.44% of the total amount to be granted in the incentive plan and 1.15% of the total share capital of the company on the announcement date of the draft incentive plan.
The 2019 restricted stock incentive plan (Draft) approved by the company’s first extraordinary general meeting in 2019 is still being implemented. As of the announcement date of the draft incentive plan, the cumulative number of target shares granted by any incentive object in the incentive plan through all equity incentive plans within the validity period has not exceeded 1% of the total share capital of the company. The total number of subject shares involved in all equity incentive plans of the company within the validity period shall not exceed 20% of the total share capital of the company.
4、 The grant price of some restricted shares granted for the first time in the incentive plan is 19.31 yuan / share, and the grant price of some reserved restricted shares is the same as that of some restricted shares granted for the first time. From the date of announcement of the draft incentive plan to the date when the incentive object completes the ownership registration of restricted shares, 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 or quantity of restricted shares will be adjusted accordingly in accordance with the relevant provisions of the incentive plan.
5、 The total number of incentive objects granted for the first time in the incentive plan is 100, which are directors, senior managers, middle managers and core backbone personnel who served in the company (including holding subsidiaries, the same below) when the company announced the draft incentive plan.
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 will be determined within 12 months after the incentive plan is reviewed and approved by the general meeting of shareholders. The incentive object of reserved restricted shares shall be determined with reference to the criteria for the first grant and according to the subsequent actual development of the company.
6、 The validity period of this incentive plan shall be no more than 60 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.
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 participating in the incentive plan do not include the company’s supervisors, independent directors and foreign employees. 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 December 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;
(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 for the incentive object to obtain relevant restricted shares according to the incentive plan, including providing guarantee for its loans.
10、 The incentive plan can be implemented only after being deliberated and approved by the general meeting of shareholders of the company.
11、 Within 60 days from the date when the incentive plan is reviewed and approved by the general meeting of shareholders of the company, the company will convene a meeting of the board of directors in accordance with relevant regulations to conduct relevant procedures such as the first grant and announcement to the incentive objects who grant some restricted shares for the first time. If the company fails to complete the above work within 60 days, it shall timely disclose the reasons for the failure, announce the termination of the implementation of the incentive plan, and the restricted shares that have not been granted shall become invalid.
Part of the reserved restricted shares shall be granted within 12 months after the incentive plan is reviewed and approved by the general meeting of shareholders of the company.
12、 The implementation of the incentive plan will not lead to the company’s equity distribution not meeting the requirements of listing conditions.
catalogue
Chapter I interpretation Chapter II purpose and principle of this incentive plan 8 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 the 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 restricted stock 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 30 chapter XIV Supplementary Provisions thirty-three
Chapter I interpretation
Unless otherwise specified, the following words have the following meanings in this article: Shanghai Guao Electronic Technology Co.Ltd(300551) , the company, the company and the listed company refer to Shanghai Guao Electronic Technology Co.Ltd(300551)
This incentive plan and this plan refer to Shanghai Guao Electronic Technology Co.Ltd(300551) 2022 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
According to the provisions of the incentive plan, the directors, senior managers, middle managers and core backbone personnel of the company (including the holding sub incentive object refers to the company) that obtains restricted shares.
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
Grant price refers to the price of each restricted stock granted by the company to the incentive object
Attribution refers to the behavior of a listed company to register its shares in the account of the incentive object after the restricted stock incentive object meets the benefit conditions
Vesting conditions refer to the benefit conditions established by the incentive plan and the incentive object is to obtain the incentive shares
Vesting date refers to the date on which the authorized shares are registered after the restricted stock incentive object meets the benefit conditions. It must be the trading day
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
Listing Rules refer to Shenzhen Stock Exchange GEM Listing Rules (revised in December 2020)
The self regulatory guide refers to the self regulatory guide for companies listed on the gem of Shenzhen Stock Exchange No. 1 – business handling
Articles of association means the Shanghai Guao Electronic Technology Co.Ltd(300551) 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 and financial indicators calculated based on such financial data in the consolidated statements. 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 principle of the incentive plan
In order to further establish and improve the company’s long-term incentive and restraint mechanism, attract and retain excellent talents, expand the coverage of incentive objects, strengthen the incentive effect, and promote the long-term and stable development of the company, on the premise of fully protecting the interests of shareholders, in accordance with the principle of equal income and contribution, in accordance with the company law, securities law, administrative measures and listing rules The incentive plan is formulated in accordance with the provisions of relevant laws, regulations and normative documents such as the guide to self regulatory supervision 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 (hereinafter referred to as the “Remuneration Committee”) is established under the board of directors to formulate and revise the incentive plan and submit it to the board of directors for deliberation. After the board of directors deliberates and approves the incentive plan, it shall be submitted to the general meeting of shareholders for deliberation. The board of directors may handle other relevant matters of the incentive plan within the scope authorized by the general meeting of shareholders.
3、 Board of supervisors and independent directors
