Securities code: 000803 securities abbreviation: Bece Legend Group Co.Ltd(000803) Bece Legend Group Co.Ltd(000803)
Phase II restricted stock incentive plan
(Draft) summary
Bece Legend Group Co.Ltd(000803)
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.
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 and other relevant laws, regulations and normative documents, as well as the Bece Legend Group Co.Ltd(000803) articles of association.
2、 The incentive form adopted in this incentive plan is restricted stock, and its stock source is the company's A-share common stock issued to the incentive object.
3、 The incentive plan intends to grant 11249000 restricted shares to the incentive object, and the subject stock involved is RMB A-share ordinary shares, accounting for 4.68% of the total share capital of the company on the announcement date of the incentive plan. Among them, 9000000 shares were granted for the first time, accounting for 80.01% of the total amount to be granted this time and 3.75% of the total share capital of the company on the announcement date of the draft incentive plan; 2249000 shares are reserved, accounting for 19.99% of the total amount to be granted this time and 0.94% of the total share capital of the company on the announcement date of the draft incentive plan.
As of the announcement date of this incentive plan, the total number of subject shares involved in all equity incentive plans within the validity period of the company has not exceeded 10.00% of the total issued share capital of the company when the latest equity incentive plan was approved by the general meeting of shareholders, The cumulative number of shares of the company granted by any incentive object through all equity incentive plans within the validity period does not exceed 1.00% of the total issued share capital of the company when the latest equity incentive plan was approved by the general meeting of shareholders of the company.
4、 The total number of incentive objects to be granted for the first time by the incentive plan is 146, including directors, senior managers and core backbone personnel who worked in the company when the company announced the incentive plan, excluding independent directors, supervisors and shareholders or actual controllers who individually or jointly hold more than 5% of the company's shares and their spouses, parents and children, In addition, there is no situation that it is not allowed to be an incentive object as stipulated in Article 8 of the management measures.
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 by the company within 12 months after the incentive plan is reviewed and approved by the general meeting of shareholders.
5、 The grant price of restricted shares granted to the incentive object in the incentive plan is 11.02 yuan / share. During the period from the date of announcement of the plan to the completion of restricted stock grant registration, 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 number of grants will be adjusted accordingly according to the plan.
6、 The validity period of the incentive plan shall be no more than 60 months from the date of completion of the registration of the grant of restricted shares to the date when all the restricted shares granted to the incentive object are lifted or repurchased and cancelled.
7、 The company is not allowed to implement equity incentive as stipulated in Article 7 of the management measures.
8、 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 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.
9、 After the plan is deliberated and approved by the general meeting of shareholders, the company shall grant restricted shares to incentive objects and complete announcement and registration within 60 days. The board of directors of the company shall timely disclose the announcement of relevant implementation after the registration of the granted restricted shares is completed.
10、 The implementation of this incentive plan will not result in the company's equity distribution not meeting the requirements of listing conditions.
catalogue
Declare that 1 special tips 2 catalog Chapter 1 interpretation Chapter II purpose of this incentive plan Chapter III Management Organization of this incentive plan Chapter IV determination basis and scope of incentive objects nine
1、 The basis for determining the incentive object nine
2、 Scope of incentive objects nine
3、 Verification of incentive objects Chapter V source, quantity and distribution of restricted shares eleven
1、 Stock source of restricted stock incentive plan eleven
2、 Number of shares subject to the incentive plan eleven
3、 Distribution of restricted shares granted to incentive objects Chapter VI validity period, grant date, restriction period, lifting restriction period and lock up period of incentive plan thirteen
1、 The validity period of the incentive plan thirteen
2、 Award date of incentive plan thirteen
3、 The sales restriction period of the incentive plan and the arrangement for lifting the sales restriction thirteen
4、 Lock up period of incentive plan Chapter VII grant price of restricted shares and determination method of grant price sixteen
1、 First award partial award price sixteen
2、 Method for determining the price of part of the first award sixteen
3、 How to determine the grant price of the reserved part Chapter VIII grant and release of restricted shares seventeen
1、 Conditions for granting restricted shares seventeen
2、 Conditions for lifting the restrictions on the sale of restricted shares Chapter IX adjustment methods and procedures of restricted stock incentive plan twenty
1、 Adjustment method for the number of restricted shares twenty
2、 Adjustment method of restricted stock grant price twenty
3、 Procedures for adjustment of restricted stock incentive plan Chapter X accounting treatment of restricted stocks twenty-two
1、 Accounting treatment method twenty-two
2、 Fair value and determination method of restricted shares twenty-two
3、 It is expected that the implementation of restricted shares will have an impact on the operating performance of each period Chapter XI implementation procedures of restricted stock incentive plan twenty-four
1、 Implementation procedures of restricted shares twenty-four
2、 Procedures for granting restricted shares twenty-four
3、 Procedures for lifting the restrictions on the sale of restricted shares twenty-five
4、 The change procedure of this incentive plan twenty-five
5、 Termination procedure of incentive plan Chapter XII principles for repurchase and cancellation of restricted shares twenty-eight
1、 Adjustment method for the number of restricted stock repurchases twenty-eight
2、 Adjustment method of restricted stock repurchase price twenty-eight
3、 Adjustment procedures for the repurchase quantity or repurchase price of restricted shares twenty-eight
4、 Procedures for repurchase and cancellation of restricted shares 29 Chapter XIII Supplementary Provisions thirty-one
Chapter I interpretation
Unless otherwise specified, the following words have the following meanings in this article:
Bece Legend Group Co.Ltd(000803) , the company, refers to Bece Legend Group Co.Ltd(000803) , stock code: 000803
company
This incentive plan and this plan refer to the Bece Legend Group Co.Ltd(000803) second phase restricted stock incentive plan (Draft)
According to the conditions and prices specified in the incentive plan, the company grants the incentive object a certain amount of company shares with restricted stock index. The restricted sale period of such shares is set for a certain period of time. The restricted sale and circulation can be lifted only after the conditions for lifting the restricted sale specified in the incentive plan are met
Incentive objects refer to the directors, senior managers, middle managers and core backbone personnel who have obtained restricted shares in the company (including holding subsidiaries) in accordance with the incentive 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 restricted sale period refers to the period during which the restricted shares granted by the incentive object under the incentive plan are prohibited from being transferred, used for guarantee and debt repayment
The period of lifting the restriction on sales refers to the period during which the restricted shares held by the incentive object can be lifted and listed for circulation after the conditions for lifting the restriction on sales specified in the incentive plan are met
The conditions for lifting the restriction on sale refer to the conditions that must be met to lift the restriction on sale of the equity obtained by the incentive object 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 articles of association refers to the Bece Legend Group Co.Ltd(000803) articles of association
The assessment management measures refer to the assessment management measures for the implementation of the Bece Legend Group Co.Ltd(000803) phase II restricted stock incentive plan
CSRC refers to the China Securities Regulatory Commission
Stock exchange refers to Shenzhen Stock Exchange
China Securities Depository and Clearing Corporation refers to Shenzhen Branch of China Securities Depository and Clearing Corporation Limited
Yuan means RMB yuan
Chapter II purpose of the incentive plan
In response to the goal of common prosperity of all the people put forward by the Party Central Committee, by binding the development of the enterprise with the personal interests of employees, the common prosperity of employees and the sustainable development of the enterprise are closely integrated and mutually promoted, so as to realize the joint creation, sharing, sharing and common prosperity of employees and the company, and form a good and balanced value distribution system. At the same time, 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 and creativity of the company's directors, senior managers and core backbone personnel, promote the sustainable and rapid development of the company, ensure the realization of the company's development strategic objectives and business objectives, and fully protect the interests of shareholders, This incentive plan is formulated in accordance with the company law, securities law, administrative measures and other relevant laws and regulations, normative documents 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 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 plan and is responsible for the implementation of the plan. The remuneration and assessment committee (hereinafter referred to as the "Remuneration Committee") under the board of directors is responsible for formulating and revising the equity incentive plan and submitting it to the board of directors for deliberation. After the board of directors deliberates and approves the 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, as the supervisory body of the plan, shall express 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 is responsible for supervising whether the implementation of the plan complies with relevant laws, administrative regulations, departmental rules and the business rules of the stock exchange, and reviewing the list of incentive objects. Before the company grants rights and interests to the incentive object, the board of supervisors shall express clear opinions on the conditions for the incentive object to be granted rights and interests set in the equity incentive plan. If there is any difference between the rights and interests granted by the company to the incentive object and the arrangement of this incentive plan, 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 board of supervisors shall express clear opinions on whether the conditions for the incentive objects to exercise their rights and interests set in the equity incentive plan have been achieved.
4、 Independent directors shall express independent opinions on whether the incentive 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, and solicit entrusted voting rights from all shareholders on the plan. If the company changes the equity incentive plan before it is considered and approved by the general meeting of shareholders, the independent directors 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 shall express clear opinions on the conditions for the incentive object to be granted rights and interests set in the equity incentive plan. If the rights granted by the company to the incentive object are different from the arrangement of this incentive plan, the independent directors (when the incentive object changes) shall express clear opinions at the same time.
Before the incentive object exercises its rights and interests, the independent directors shall express clear opinions on whether the conditions for the incentive object to exercise its rights and interests set in the equity incentive plan have been met.
Chapter IV determination basis and scope of incentive objects
1、 Determination basis of incentive object
1. Legal basis for determining incentive objects
This plan
