Beijing Spc Environment Protection Tech Co.Ltd(002573)
Summary of restricted stock incentive plan (Draft) in 2022
January 2002
catalogue
Declare that 3 special tips Chapter 1 interpretation Chapter II purpose of implementing the plan Chapter III Management Organization of the plan Chapter IV determination basis and scope of incentive objects Chapter V Rights and interests to be granted under the incentive plan Chapter VI list of incentive objects and distribution of rights and interests to be granted Chapter VII validity period, grant date, sales restriction period, release of sales restriction arrangement and lock up period Chapter VIII grant price and determination method of restricted shares Chapter IX grant and release of restricted shares Chapter X adjustment methods and procedures of the incentive plan Chapter XI accounting treatment of restricted stocks Chapter XII implementation, grant, release, change and termination procedures of the incentive plan Chapter XIII principles for repurchase and cancellation of restricted shares 29 chapter XIV Supplementary Provisions thirty-one
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.
hot tip
1、 The 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 Trial Measures for the implementation of equity incentive by state-controlled listed companies (within China), and the notice on issues related to regulating the implementation of equity incentive system by state-controlled listed companies The guidelines for the implementation of equity incentive by listed companies controlled by central enterprises, Beijing Spc Environment Protection Tech Co.Ltd(002573) (hereinafter referred to as ” Beijing Spc Environment Protection Tech Co.Ltd(002573) ” or “the company”, “the company”), the articles of association and other relevant laws, regulations, rules and normative documents are formulated.
2. The company does not have the situation that equity incentive shall not be implemented as stipulated in Article 7 of the administrative measures for equity incentive of listed companies.
3. The incentive object of this plan does not have the situation that it is not allowed to be an incentive object as stipulated in Article 8 of the measures for the administration of equity incentive of listed companies.
4. The number of restricted shares to be granted under the plan is 42052000 shares, accounting for 3.00% of the company’s total share capital of 1403721079 shares at the time of announcement of the plan. Among them, 39.99 million restricted shares were granted for the first time, accounting for 95.10% of the total granted under the incentive plan and 2.85% of the total share capital of the company at the time of announcement of the incentive plan. The reserved rights and interests totaled 2.062 million shares, accounting for 4.90% of the total granted by the incentive plan and 0.15% of the total share capital of the company at the time of announcement of the incentive plan.
As of the announcement date of the draft incentive plan, there are no other equity incentive plans within the validity period. The total number of underlying 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. The number of restricted shares granted to any incentive object in the plan shall not exceed 1% of the total share capital of the company at the time of announcement of the plan.
5. The source of restricted stock is the company’s A-share common stock issued by the company to the incentive object. 6. The initial grant price of restricted shares is 3.45 yuan / share. The grant price of restricted shares reserved for grant shall be determined in the manner specified in the plan at each grant.
7. During the period from the date of announcement of the 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 and dividend distribution, the grant price or number of restricted shares will be adjusted accordingly according to the plan.
8. The incentive objects granted for the first time in this incentive plan are 240 directors, senior managers and core backbones of the company (including subsidiaries).
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 shall be determined within 12 months after the incentive 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.
9. The validity period of the incentive plan shall be no more than 72 months from the completion of the registration of the first grant of restricted shares to the date when all the restricted shares granted to the incentive object are lifted or repurchased.
10. The validity period of restricted shares includes a 24 month restricted period and a 36 month restricted period after the grant registration is completed. During the restricted sale period, the restricted shares granted to the incentive object under the plan shall be locked and shall not be transferred in any form, used for guarantee or debt repayment. If the conditions for lifting the restrictions on the sale of restricted shares are met, the restricted shares granted to the incentive object will be lifted in three batches in the next 36 months, and the proportion of lifting the restrictions will be 40%, 30% and 30% respectively.
11. The performance evaluation objectives for the release of restricted shares granted for the first time and reserved under the plan are shown in the table below:
Performance assessment objectives during the lifting of sales restrictions
Based on the operating income in 2020, the growth rate of operating income in 2022 shall not be less than 46.00%, and shall not be lower than the average level of the same industry in the first lifting period; The return on net assets in 2022 shall not be less than 7.00% and not lower than the average level of the same industry; Based on the R & D investment in 2020, the compound growth rate of R & D investment in 2022 shall not be less than 20.00%.
Based on the operating income in 2020, the growth rate of operating income in 2023 shall not be less than 70.00%, and the second sales restriction lifting period shall not be lower than the average level of the same industry; The return on net assets in 2023 shall not be less than 7.20% and not lower than the average level of the same industry; Based on the R & D investment in 2020, the compound growth rate of R & D investment in 2023 shall not be less than 20.00%.
Based on the operating income in 2020, the growth rate of operating income in 2024 shall not be less than 94.00%, and shall not be lower than the average level of the same industry in the third lifting period; The return on net assets in 2024 shall not be less than 7.50% and not lower than the average level of the same industry; Based on the R & D investment in 2020, the compound growth rate of R & D investment in 2024 shall not be less than 20.00%.
Note: 1. The above return on net assets refers to the weighted average return on net assets. 2. The above financial indicators are subject to the audited and announced financial report of the company in the current year. 3. The same industry refers to “environmental protection – environmental governance” classified by Shenwan industry.
In the process of annual assessment, if adjustment is required due to special reasons such as delisting of enterprises in the same industry, major changes in main business and major asset restructuring, it shall be deliberated and determined by the board of directors of the company.
12. The company promises not to provide loans, loan guarantees or any other form of financial assistance for the incentive object to obtain relevant restricted shares under the plan.
13. 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.
14. The company promises that the major shareholders or actual controllers holding more than 5% shares and their spouses, parents and children do not participate in the plan.
15. The plan can be implemented only after it is reviewed and approved by the competent State-owned assets management unit and deliberated and approved by the Beijing Spc Environment Protection Tech Co.Ltd(002573) general meeting of shareholders. When voting on the plan at the general meeting of shareholders of the company, online voting shall be provided at the same time as on-site voting. Independent directors will solicit entrusted voting rights from all shareholders for the deliberation of the plan at the general meeting of shareholders.
16. Within 60 days from the date when the plan is deliberated and approved by the general meeting of shareholders and the conditions for granting are met, the company will convene the board of directors to grant the incentive objects in accordance with relevant regulations, and complete the procedures of registration, announcement and so on. If the company fails to complete the above work within 60 days, the implementation of the plan shall be terminated, and the non granted restricted shares shall become invalid. The granting object of reserved rights and interests shall be defined within 12 months after the plan is considered and approved by the general meeting of shareholders. If the incentive object is not defined within 12 months, the reserved rights and interests shall become invalid.
17. The implementation of the plan will not result in the equity distribution not meeting the listing conditions.
Chapter I interpretation
Unless otherwise specified, the following words have the following meanings in this article:
Beijing Spc Environment Protection Tech Co.Ltd(002573) . The company refers to Beijing Spc Environment Protection Tech Co.Ltd(002573)
This plan refers to the Beijing Spc Environment Protection Tech Co.Ltd(002573) 2022 restricted stock incentive plan
The listed company grants a certain number of company shares to the incentive object according to the predetermined conditions. Incentive restricted shares means that the incentive object can sell restricted shares and benefit from them only if the working years or performance objectives meet the conditions specified in the equity incentive plan.
Incentive objects refer to employees who are eligible to receive a certain number of restricted shares in accordance with the provisions of the plan
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
The grant price refers to the price of each restricted stock granted by the company to the incentive object
The term of validity refers to the period from the date of completion of the registration of the granting of restricted shares to the date of expiration of the restricted stock release period or the date of completion of the repurchase cancellation
The restricted sale period refers to the period during which the restricted shares granted to the incentive object under the plan are prohibited from being transferred, used for guarantee and debt repayment
The release period refers to the period during which the restricted shares held by the incentive object can be released and listed for circulation after the release conditions specified in the plan are met
The date of lifting the restriction on sales refers to the date on which the restricted shares held by the incentive object are lifted after the conditions for lifting the restriction on sales specified in the plan are met
The conditions for lifting the restrictions on sale refer to the conditions that must be met for the restricted shares obtained by the incentive object to be lifted according to the plan
CSRC refers to the China Securities Regulatory Commission
SASAC refers to the state owned assets supervision and Administration Commission of Sichuan provincial government
Stock exchange refers to Shenzhen Stock Exchange
Company law means the company law of the people’s Republic of China
Securities Law refers to the securities law of the people’s Republic of China
The Administrative Measures refer to the administrative measures for equity incentive of listed companies
The Trial Measures refer to the Trial Measures for the implementation of equity incentive by state-controlled listed companies (domestic)
The work guidelines refer to the work guidelines for the implementation of equity incentive by listed companies controlled by central enterprises
Circular 171 refers to the notice on issues related to regulating the implementation of equity incentive system by state-controlled listed companies
Articles of association means the Beijing Spc Environment Protection Tech Co.Ltd(002573) articles of association
Yuan means RMB yuan
Note: 1. Unless otherwise specified, the financial data and financial indicators quoted in this draft refer to the financial data in the consolidated statements and the financial indicators calculated based on such financial data. 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 of implementing 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 directors, senior managers and core backbone, and effectively combine the interests of shareholders, the company and employees, The plan is formulated in accordance with the company law, securities law, trial measures, work guidelines, Document No. 171, management measures and other relevant provisions, and in combination with the company’s current management systems such as salary system and performance appraisal system.
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 under the board of directors is responsible for formulating and revising the plan and submitting 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 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. Whether the implementation of the plan by the board of supervisors complies with relevant laws, regulations and specifications
