Securities abbreviation: Sunwoda Electronic Co.Ltd(300207) securities code: 300207 Sunwoda Electronic Co.Ltd(300207)
Restricted stock and stock option incentive plan in 2022 (Draft)
Sunwoda Electronic Co.Ltd(300207)
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 legal liabilities for the authenticity, accuracy and integrity of the content according to law. Special tips
1、 The Sunwoda Electronic Co.Ltd(300207) 2022 restricted stock and stock option incentive plan (Draft) (hereinafter referred to as “the incentive plan” or “the plan”) is implemented by Sunwoda Electronic Co.Ltd(300207) (hereinafter referred to as ” Sunwoda Electronic Co.Ltd(300207) “, “the company” or “the company”) in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China and the measures for the administration of equity incentive of listed companies The Shenzhen Stock Exchange GEM Listing Rules (revised in 2020) and other relevant laws, administrative regulations, normative documents, the articles of association and other relevant provisions were formulated.
2、 The incentive tools adopted in this incentive plan are the second type of restricted stocks and stock options. The stock source is the company’s A-share common stock issued to the incentive object.
3、 The total stock rights and interests (class II restricted stocks and stock options) to be granted to the incentive objects in the incentive plan shall not exceed 25.78 million shares, accounting for about 1.50% of the total share capital of the company at the time of announcement of the draft incentive plan. Among them, 24.93 million equity shares were granted for the first time, accounting for 96.70% of the total granted under the plan and about 1.45% of the total share capital of the company at the time of announcement of the draft incentive plan; There are 850000 reserved granted rights and interests, accounting for 3.30% of the total granted rights and interests of the plan, accounting for about 0.05% of the total share capital of the company at the time of announcement of the draft incentive plan, which is as follows:
(I) incentive plan for class II restricted shares: the number of class II restricted shares to be granted by the company to the incentive object is 8.59 million shares, accounting for about 0.50% of the total share capital of the company on the announcement date of the draft incentive plan of 17189572760 shares. Among them, 8.24 million shares were granted for the first time, accounting for about 95.93% of the total amount of restricted shares granted under the plan and about 0.48% of the total share capital of the company at the time of announcement of the draft incentive plan; 350000 shares are reserved, accounting for about 4.07% of the total amount of restricted shares granted under the plan and about 0.02% of the total share capital of the company at the time of announcement of the draft incentive plan.
(II) stock option incentive plan: the company plans to grant 17.19 million stock options to incentive objects, accounting for 1.00% of the company’s total share capital of 17189572760 shares on the announcement date of the draft incentive plan. Among them, 16.69 million shares were granted for the first time, accounting for 97.09% of the total number of stock options granted under the plan and about 0.97% of the total share capital of the company at the time of announcement of the draft incentive plan; 500000 shares are reserved, accounting for about 2.91% of the total stock options granted in the plan and 0.03% of the total share capital of the company at the time of announcement of the draft incentive plan.
As of the date of announcement of the draft incentive plan, the total amount of underlying shares involved in the equity incentive plan within the whole validity period of the company has not exceeded 20.00% of the total share capital of the company when the incentive plan was submitted to the general meeting of shareholders. The cumulative number of shares of the company granted by any incentive object in the incentive plan through the equity incentive plan within the whole validity period does not exceed 1.00% of the total share capital of the company.
4、 The price of the second type of restricted stock grant (including the reserved part) in the incentive plan is 19.60 yuan / share. The exercise price of stock options (including reserved parts) is 39.19 yuan / share.
From the date of announcement of the draft incentive plan to the completion of the ownership registration of the second type of restricted shares granted to the incentive object and the exercise of stock options, if the company has matters such as capital reserve conversion to share capital, distribution of stock dividends, dividend distribution, share subdivision or reduction, allotment and so on, the grant / exercise price and number of stock rights and interests will be adjusted according to the incentive plan.
5、 The total number of incentive objects granted in the incentive plan for the first time is 3306, including some directors and senior managers of the company, as well as middle-level managers and core technology (business) backbone (including holding subsidiaries) that the board of directors of the Company deems necessary to be encouraged.
The reserved incentive object refers to the incentive object that has not been determined when the incentive plan is approved by the general meeting of shareholders but is included in the incentive plan during the duration of the incentive plan, which shall be determined by the board of directors within 12 months after the incentive plan is considered and approved by the general meeting of shareholders.
6、 Validity period of the incentive plan:
The validity period of the incentive plan shall be from the date of the first authorization of stock options or the date of the first grant of restricted shares to the date of the exercise or cancellation of all stock options granted to the incentive object and the expiration of all ownership or cancellation of restricted shares, with a maximum of 48 months. The rights and interests (restricted stocks and stock options) granted to the incentive object will be vested / exercised in batches according to the agreed proportion, and each equity vesting is subject to meeting the corresponding vesting / exercise conditions.
7、 The fund source of the incentive plan is the legal self raised fund of the incentive object, Sunwoda Electronic Co.Ltd(300207) promises not to provide loans, loan guarantees and any other forms of financial assistance for the incentive object to obtain class II restricted shares and stock options according to the plan.
8、 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 audit report on the internal control of the financial report of the most recent fiscal year issued by a certified public accountant with a negative opinion or unable to express an opinion;
(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) circumstances where equity incentive is prohibited by laws and regulations;
(V) other circumstances recognized by the CSRC.
9、 The incentive objects of the incentive plan do not include the company’s supervisors, 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. 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.
10、 The incentive plan can be implemented only after being deliberated and approved by the general meeting of shareholders of the company.
11、 All incentive objects of the company promise that if the company does not comply with the granted rights and interests or the ownership / exercise arrangement of rights and interests due to false records, misleading statements or major omissions in the information disclosure documents, the incentive objects shall, after the relevant information disclosure documents are confirmed to have false records, misleading statements or major omissions, Return all benefits obtained from this incentive plan to the company.
12、 The implementation of this incentive plan will not cause the equity distribution to fail to meet the listing conditions.
catalogue
Declare that one
catalogue I
Chapter I interpretation five
Chapter II purpose and principles of this incentive plan Chapter III Management Organization of this incentive plan Chapter IV basis and scope of incentive object determination 9 Chapter V specific contents of this incentive plan eleven
1、 The second type of restricted stock incentive plan eleven
(I) the stock source of the second type of restricted stock incentive plan 11 (II) number and distribution of class II restricted shares granted to incentive objects 11 (III) validity period, grant date, ownership arrangement and lock up period of the incentive plan for class II restricted shares twelve
(IV) grant price and determination method of class II restricted shares fourteen
(V) vesting and vesting conditions of class II restricted shares fourteen
2、 Stock option incentive plan seventeen
(I) stock source of stock option incentive plan seventeen
(II) number of stock option incentive plans to be granted seventeen
(III) distribution of stock option incentive plan 18 (IV) validity period, authorization date, vesting date, exercise arrangement and lock up period of stock option incentive plan eighteen
(V) exercise price of stock options and determination method of exercise price twenty
(VI) authorization and exercise conditions of stock options Chapter VI adjustment methods and procedures of this incentive plan twenty-five
1、 Adjustment methods and procedures of the second type of restricted stock incentive plan twenty-five
2、 Adjustment methods and procedures of stock option incentive plan Chapter VII implementation procedures of this incentive plan twenty-nine
1、 Procedures for the effectiveness of this incentive plan twenty-nine
2、 Procedures for granting benefits related to this incentive plan thirty
3、 Vesting procedures for class II restricted shares thirty
4、 Exercise procedures of stock options thirty
5、 Change procedure of this incentive plan thirty-one
6、 Termination procedures for this incentive plan Chapter VIII accounting treatment of the incentive plan thirty-two
1、 The fair value and determination method of class II restricted shares and stock options 32 II. It is expected that the implementation of class II restricted shares and stock options will affect the operating performance of each period.32 Chapter IX respective rights and obligations of the company / incentive objects thirty-four
1、 Rights and obligations of the company thirty-four
2、 Rights and obligations of incentive objects 34 Chapter X handling of changes in the company / incentive object thirty-six
1、 Handling of changes in the company thirty-six
2、 The personal situation of the incentive object has changed thirty-seven
3、 Dispute or dispute resolution mechanism between the company and the incentive object 38 Chapter XI Supplementary Provisions 40 II
Chapter I interpretation
Unless otherwise stated, the following abbreviations are defined as follows:
Interpretation item interpretation content
Sunwoda Electronic Co.Ltd(300207) . The company and the company refer to Sunwoda Electronic Co.Ltd(300207)
This incentive plan and this plan refer to the Sunwoda Electronic Co.Ltd(300207) 2022 restricted stock and stock option incentive plan (Draft)
The incentive objects meeting the grant conditions of the incentive plan shall grant and register the A-share common shares of the company in batches according to the agreed proportion after meeting the corresponding conditions for belonging to class II restricted shares
Stock options and options refer to the rights granted by the 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
Incentive object refers to the personnel who meet the conditions for granting stock options / Restricted Shares specified in the incentive plan
Authorization date and authorization date refer to the date on which the company grants rights and interests to the incentive object after the implementation of the incentive plan is approved. The authorization date / authorization date must be the trading day
The grant price refers to the price per share of the company granted to the incentive object when the company grants the second type of restricted shares to the incentive object
From the date of the first grant of stock option / class II restricted stock to the date of incentive validity, which refers to the date when all stock options granted to the object are exercised or cancelled and all class II restricted stocks are vested or invalidated.
Attribution refers to the listed company after the incentive objects of the second type of restricted stock meet the benefit conditions
