Securities code: 002664 securities abbreviation: Changying Xinzhi Technology Co.Ltd(002664) Changying Xinzhi Technology Co.Ltd(002664)
2022 stock option incentive plan
(Draft)
Changying Xinzhi Technology Co.Ltd(002664)
January 2002
statement
Changying Xinzhi Technology Co.Ltd(002664) (hereinafter referred to as “the company” or “the company”) and all directors and supervisors guarantee that there are no false records, misleading statements or major omissions in the Changying Xinzhi Technology Co.Ltd(002664) 2022 stock option incentive plan (Draft) (hereinafter referred to as “the incentive plan”) and its abstract, and bear individual and joint legal liabilities for its authenticity, accuracy and completeness.
hot tip
1、 The incentive plan is formulated 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, other relevant laws, regulations and normative documents, as well as the Changying Xinzhi Technology Co.Ltd(002664) articles of association.
2、 The company does not have the situation that 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 audit report of the financial accounting report of the latest fiscal year issued by the certified public accountant with a negative opinion or unable to express an opinion;
(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.
3、 The incentive objects participating in the incentive plan do not include the independent directors, supervisors, shareholders or actual controllers who individually or jointly hold more than 5% of the shares of the company and their spouses, parents and children. The incentive object of this incentive 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:
(I) being identified as an inappropriate candidate 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.
4、 The incentive tool adopted in this incentive plan is stock option. The stock source is the company’s A-share common stock issued by the company to the incentive object.
5、 The incentive plan plans to grant a total of 6.055 million rights and interests to incentive objects, accounting for 1.49% of the company’s total share capital of 403.88 million shares at the time of announcement of the incentive plan. This grant is a one-time grant without reserved rights and interests.
In 2021, the company announced and implemented the 2021 restricted stock incentive plan; On October 27, 2021, the company completed the grant registration of reserved granted rights and interests. As of the disclosure date of the draft stock option incentive plan, the total of 3.86 million shares of rights and interests granted for the first time and reserved in the restricted stock incentive plan in 2021 are still within the validity period. The total number of underlying shares involved in the equity incentive plan of the company within the whole validity period does not exceed 10% of the total share capital of the company at the time of announcement of the incentive plan. The cumulative shares of the company granted by any incentive object in the incentive plan through all equity incentive plans within the validity period shall not exceed 1% of the total share capital of the company at the time of announcement of the incentive plan.
During the period from the date of announcement of the incentive plan to the completion of the exercise of stock options by the incentive object, if the company has matters such as conversion of capital reserve into share capital, distribution of stock dividends, stock subdivision or reduction, allotment and so on, the number of stock options and the total number of underlying shares involved will be adjusted accordingly.
6、 The exercise price of stock options granted under the incentive plan is 11.51 yuan / share. Under the condition of meeting the exercise conditions, each stock option granted to the incentive object has the right to purchase one share of the company’s shares at the exercise price within the validity period.
During the period from the date of announcement of the incentive plan to the completion of the exercise of stock options 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 will be adjusted accordingly.
7、 The total number of incentive objects of the incentive plan is 125, including directors, middle and senior managers and core technology (business) backbones in the company (including consolidated statement subsidiaries, the same below) at the time of announcement of the incentive plan.
8、 The validity period of this incentive plan is from the date of grant of stock options to the date of completion of exercise or cancellation of all stock options, with a maximum of 48 months.
9、 The company promises not to provide loans and other forms of financial assistance for the relevant stock options obtained by the incentive object under the incentive plan, including providing guarantee for its loans.
10、 The incentive object promises 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 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 being deliberated and approved by the general meeting of shareholders of the company.
12、 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 the incentive object according to relevant regulations, and complete the registration, announcement and other relevant procedures. If the company fails to complete the above work within 60 days, the implementation of the incentive plan shall be terminated, and the stock options not granted shall be invalid. 13、 The implementation of this incentive plan will not result in the equity distribution not meeting the requirements of listing conditions.
catalogue
Chapter I interpretation Chapter II purpose and principles of this incentive plan Chapter III Management Organization of this incentive plan Chapter IV determination basis and scope of incentive objects Chapter V specific contents of equity incentive plan Chapter VI implementation procedures of stock options Chapter VII respective rights and obligations of the company / incentive object Chapter VIII handling of changes in the company / incentive object 26 Chapter IX Supplementary Provisions twenty-nine
Chapter I interpretation
Unless otherwise specified, the following words have the following meanings in this article: Changying Xinzhi Technology Co.Ltd(002664) , the company, the company and the listed company refer to Changying Xinzhi Technology Co.Ltd(002664) company
This incentive plan refers to the Changying Xinzhi Technology Co.Ltd(002664) 2022 stock option incentive plan
Stock options and options refer to the right 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
In accordance with the provisions of this incentive plan, the directors, middle and senior managers and core technology (business) backbones of the companies that have obtained stock options (including the consolidated incentive object refers to the table subsidiaries)
The grant date and grant date of stock options refer to the date on which the company grants stock options to incentive objects. The grant date must be the trading day
The term of validity refers to the period from the date of grant of stock options to the date when all stock options are exercised or cancelled
Waiting period refers to the period between the date of grant of stock option and the date of exercise of stock option
According to this incentive plan, the exercise of the stock option owned by the incentive object refers to the behavior. In this incentive plan, the exercise of the right is the behavior of the incentive object to purchase the subject stock according to the conditions set in the incentive plan
The exercisable date refers to the date when the incentive object can start exercising the right. The exercisable date must be the trading day
The exercise price refers to the price at which the incentive object purchases the company’s shares as determined in the incentive plan
Exercise conditions refer to the conditions that must be met for the incentive object to exercise stock options according to the incentive plan
Company Law refers to 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 self regulatory guide refers to the self regulatory guide for listed companies of Shenzhen Stock Exchange No. 1 – business handling
The articles of association refers to the Changying Xinzhi Technology Co.Ltd(002664) articles of association
CSRC refers to the China Securities Regulatory Commission
Stock exchange refers to Shenzhen Stock Exchange
Securities Depository and clearing institution refers to Shenzhen Branch of China Securities Depository and Clearing Corporation Limited
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 statement and the financial indicators calculated based on such financial data.
② In this draft, the difference in the mantissa between the sum of some total numbers and each detailed number 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, fully mobilize the enthusiasm of the directors, middle and senior managers and core technology (business) backbone of the company (including consolidated statement subsidiaries), effectively combine the interests of shareholders, the company and the personal interests of the core team, and make all parties pay common attention to the long-term development of the company, On the premise of fully protecting the interests of shareholders, this incentive plan is formulated in accordance with the principle of equal income and contribution, relevant laws, regulations and normative documents such as the company law, the securities law, the administrative measures, the guide to self regulatory supervision and the provisions of 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 under the board of directors is responsible for formulating and revising the incentive 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 incentive 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 incentive plan and shall express their opinions on whether the incentive 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 incentive 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 entrusted voting rights from all shareholders for this incentive 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 whether the conditions for the incentive object to be granted rights and interests set in the incentive plan have been met. If the rights granted by the company to the incentive object are different from the arrangement of this incentive 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 objects exercise their rights and interests, the independent directors and the board of supervisors shall express clear opinions on whether the conditions for the incentive objects to exercise their rights and interests set in the incentive plan have been achieved.
Chapter IV determination basis and scope of incentive objects
1、 Determination basis of incentive object
(I) legal basis for determining incentive objects
The incentive objects of the incentive plan are determined in accordance with the company law, securities law, administrative measures, self regulatory guidelines and other relevant laws, regulations, normative documents and the relevant provisions of the articles of association, and in combination with the actual situation of the company.
The incentive object of the incentive plan does not have the condition that the incentive object shall not be an incentive object as stipulated in Article 8 of the management measures
