Securities abbreviation: Kunshan Kersen Science & Technology Co.Ltd(603626) securities code: 603626 Kunshan Kersen Science & Technology Co.Ltd(603626) 2022 stock option and restricted stock incentive plan (Draft)
January 2022
catalogue
Declare that 3 special tips 4 interpretation Chapter I purpose and principle of equity incentive plan nine
1、 Applicable laws, regulations and normative documents nine
2、 The purpose of the equity incentive plan nine
3、 The equity incentive plan shall comply with the following basic principles Chapter II management organization of this incentive plan Chapter III determination basis and scope of incentive objects eleven
1、 The basis for determining the incentive object eleven
(I) legal basis for determining incentive objects eleven
(II) job basis for determining incentive objects eleven
2、 Scope of incentive objects eleven
3、 Circumstances that cannot be the incentive object of this incentive plan eleven
4、 The exercise price of the stock option of the incentive object and the determination method of the exercise price Chapter IV specific contents of equity incentive plan thirteen
1、 Stock option incentive plan thirteen
(I) stock source of stock option incentive plan thirteen
(II) number of shares subject to stock option incentive plan fourteen
(III) distribution of stock option incentive plan fourteen
(IV) validity period, grant date, waiting period and vesting date of stock option incentive plan fourteen
(V) lock up period of stock option incentive plan fifteen
(VI) exercise price of stock options and determination method of exercise price sixteen
(VII) conditions for granting stock options sixteen
(VIII) exercise conditions of stock options seventeen
(IX) adjustment methods and procedures of stock option incentive plan nineteen
2、 Restricted stock incentive plan twenty-two
(I) stock source of restricted stock incentive plan twenty-two
(II) number of shares subject to the restricted stock incentive plan twenty-two
(III) distribution of restricted stock incentive plan twenty-two
(IV) validity period, grant date, restricted sale period and lifting of restricted sale arrangement of restricted stock incentive plan twenty-three
(V) lock up period of the incentive plan twenty-four
(VI) grant price and determination method of restricted shares twenty-four
(VII) conditions for granting restricted shares twenty-five
(VIII) conditions for lifting the restrictions on the sale of restricted shares twenty-six
(IX) adjustment methods and procedures of restricted stock incentive plan twenty-seven
(x) accounting treatment of restricted shares twenty-nine
（11） The principle of repurchase and cancellation of restricted shares Chapter V implementation, grant, release, change and termination procedures of the incentive plan thirty-three
1、 The effective procedure of this incentive plan thirty-three
2、 Equity grant procedures for equity incentive plans thirty-four
3、 The exercise procedure of stock options thirty-five
4、 Procedures for lifting the restrictions on the sale of restricted shares thirty-five
5、 Cancellation procedures of stock options thirty-five
6、 Procedures for repurchase and cancellation of restricted shares thirty-six
7、 Change and termination procedures of the incentive plan Chapter VI rights and obligations of the company and incentive objects thirty-seven
1、 Rights and obligations of the company thirty-seven
2、 Rights and obligations of incentive objects thirty-eight
3、 Other instructions Chapter VII handling of the incentive plan in case of changes in the company and incentive objects forty
1、 Handling of changes in the company forty
2、 Handling of changes in the personal situation of the incentive object forty
3、 Other situations 42 Chapter VIII Supplementary Provisions forty-four
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 of 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, after the relevant information disclosure documents are confirmed to have false records, misleading statements or major omissions, Return all benefits obtained from the equity incentive plan to the company.
hot tip
1、 The Kunshan Kersen Science & Technology Co.Ltd(603626) 2022 stock option and restricted stock incentive plan (Draft) (hereinafter referred to as "the incentive plan") is implemented by Kunshan Kersen Science & Technology Co.Ltd(603626) (hereinafter referred to as " Kunshan Kersen Science & Technology Co.Ltd(603626) ", "the company" or "the company") in accordance with the company law of the people's Republic of China and the securities law of the people's Republic of China The measures for the administration of equity incentive of listed companies (hereinafter referred to as the "measures") and other relevant laws, administrative regulations, normative documents, as well as the articles of association and other relevant provisions are formulated.
2、 The incentive plan includes stock option incentive plan and restricted stock incentive plan. The stock source is the company's RMB A-share common stock issued by the company to the incentive object or other methods permitted by laws and administrative regulations.
3、 The incentive plan intends to grant 10.8 million rights and interests to the incentive objects, and the subject stock involved is RMB A-share common stock, accounting for 1.94% of the total share capital of the company at the time of announcement of the incentive plan. The grant part is as follows:
(I) stock option incentive plan: the company plans to grant no more than 9.5 million stock options to the incentive objects, and the subject stock involved is RMB A-share common stock, accounting for about 1.70% of the total share capital of the company on the announcement date of the draft plan. Each stock option granted to the incentive object has the right to purchase one Kunshan Kersen Science & Technology Co.Ltd(603626) share at the exercise price on the exercise date when the exercise conditions are met.
(II) restricted stock incentive plan: the company plans to grant no more than 1.3 million restricted shares to the incentive object, and the subject stock involved is RMB A-share common stock, accounting for about 0.23% of the total share capital of the company on the announcement date of the draft plan.
The total number of subject shares involved in the equity incentive plan of the company within the whole validity period shall not exceed 10% of the total issued share capital of the company on the date when the incentive plan is approved by the general meeting of shareholders. The number of shares of the company granted to any incentive object in the equity incentive plan within the whole validity period of the incentive plan shall not exceed 1% of the total issued share capital of the company on the date when the incentive plan is approved by the general meeting of shareholders.
During the period from the date of announcement of the incentive plan to the completion of stock option exercise or restricted stock registration of the incentive object, if the company converts capital reserve into share capital, distributes stock dividends, splits or shrinks shares
The number of stock options and restricted shares granted and the total number of underlying shares involved will be adjusted accordingly.
4、 The exercise price of stock options granted under the incentive plan is 12.43 yuan / share, and the grant price of restricted shares is 6.22 yuan / share. The method for determining the exercise price of stock options and the grant price of restricted shares is as follows:
(I) the exercise price of stock options shall be the higher of the following prices:
(1) The average trading price of the company's shares in the trading day before the announcement of the incentive plan (the total trading volume of shares in the previous trading day / the total trading volume of shares in the previous trading day);
(2) The average stock trading price of the company in the 20 trading days before the announcement of the incentive plan (total stock trading volume in the first 20 trading days / total stock trading volume in the first 20 trading days).
(II) the grant price of restricted shares shall be the higher of the following prices:
(1) 50% of the company's average stock trading price (total stock trading volume in the previous trading day / total stock trading volume in the previous trading day) on the trading day before the announcement of the incentive plan;
(2) 50% of the company's average stock trading price (total stock trading volume in the first 20 trading days / total stock trading volume in the first 20 trading days) in the 20 trading days before the announcement of the incentive plan.
During the period from the date of announcement of the draft plan to the completion of the exercise of stock options or the registration of restricted shares by the incentive object, if the company has matters such as the conversion of capital reserve into share capital, the distribution of stock dividends, the division or reduction of shares, the allotment of shares and the distribution of dividends, the exercise price of stock options and the grant price of restricted shares will be adjusted accordingly.
5、 A total of 869 incentive objects are granted by the incentive plan, including the middle-level managers and technical backbones who worked in the company (including subsidiaries, the same below) when the company announced the incentive plan, excluding independent directors, supervisors, shareholders or actual controllers holding more than 5% individually or in total, their spouses, parents and children.
6、 The validity period of the incentive plan is from the grant date of stock options and restricted shares to the date when all the stock options granted to the incentive object are exercised or cancelled and the restricted shares are lifted or repurchased, with a maximum of 48 months.
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 of the financial report of the most recent fiscal year is given a negative opinion or unable to express an opinion by the 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 and independent directors, nor the 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 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 stock options or restricted shares according to the incentive plan, including providing guarantee for its loans.
10、 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.
11、 The incentive plan can be implemented only after it is reviewed and approved by the general meeting of shareholders and other applicable regulatory approvals that may be required. Within 60 days from the date when the general meeting of shareholders deliberates and approves the incentive plan (the period during which listed companies are not allowed to grant rights and interests as stipulated in the measures for the administration of equity incentive of listed companies shall not be counted within 60 days, the same below), the company will convene a board of directors to grant incentive objects in accordance with relevant regulations, and complete announcement, registration and other relevant procedures. 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 stock options and restricted shares not granted shall be invalid.
12、 The implementation of the incentive plan will not lead to the company's equity distribution not meeting the requirements of listing conditions.
interpretation
Unless otherwise specified, the following words shall have the following meanings in this document:
Interpretation item interpretation content
The company, the company and Kunshan Kersen Science & Technology Co.Ltd(603626) refer to Kunshan Kersen Science & Technology Co.Ltd(603626)
This incentive plan / equity incentive plan / Kunshan Kersen Science & Technology Co.Ltd(603626) 2022 stock options and restricted stock index
Incentive plan of the plan (Draft)
The company grants incentive objects with pre-determined prices and stock options / options in a certain period of time in the future
The right to purchase a certain number of A-Shares of the company under certain conditions
According to the conditions and prices specified in the plan, the company grants incentive objects a certain number of restricted stock index A-Shares of the company. These shares are set with a certain period of restricted sale period. The restricted sale and circulation can be lifted only after meeting the conditions for lifting the restricted sale specified in the plan
According to the provisions of this incentive plan, the incentive objects of the company who obtain stock options and restricted shares refer to
Middle management, technical backbone, etc
Confer
