Securities code: 002973 securities abbreviation: Qiaoyin City Management Co.Ltd(002973) bond Code: 128138 bond abbreviation: Overseas Chinese bank convertible bond Qiaoyin City Management Co.Ltd(002973)
2022 stock option incentive plan
(Draft)
January, 2002
statement
The company and all directors and supervisors guarantee that there are no false records, misleading statements or major omissions in the contents of the incentive plan and summary, and bear individual and joint legal liabilities for its authenticity, accuracy and completeness.
hot tip
1、 Qiaoyin City Management Co.Ltd(002973) (hereinafter referred to as “the company”) formulates this incentive plan 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 articles of association of Qiaoyin City Management Co.Ltd(002973) and other relevant provisions.
2、 The incentive tool adopted in this incentive plan is stock option. The stock source is the company’s A-share common stock issued to the incentive object.
3、 The number of stock options to be granted under the incentive plan is 6 million, accounting for about 1.47% of the total share capital of the company at the time of announcement of the draft incentive plan of 408663324 shares. Among them, 5.47 million shares were granted for the first time, accounting for about 1.34% of the company’s total share capital of 408663324 shares at the time of announcement of the draft incentive plan, and about 91.17% of the total equity to be granted this time; 530000 reserved grants, accounting for about 0.13% of the company’s total share capital of 408663324 shares at the time of announcement of the draft incentive plan, and about 8.83% of the total equity to be granted this time.
The company is in the conversion period of convertible corporate bonds, and the total share capital referred to in this draft is the number of shares on December 31, 2021.
The total shares of the company involved in the equity incentive plan within the validity period of the company shall not exceed 10% of the total share capital of the company; The cumulative shares of the company granted by any incentive object of the incentive plan through all the equity incentive plans within the validity period shall not exceed 1% of the total share capital of the company.
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, and the allotment of shares, the number of stock options granted / exercised will be adjusted accordingly.
4、 The exercise price of stock options (including reserved) granted by the incentive plan is 15.20 yuan / share.
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, distribution of stock dividends, division or reduction of shares, allotment of shares and dividend distribution, the exercise price of stock options will be adjusted accordingly.
5、 No more than 75 incentive objects are granted for the first time in the incentive plan, including directors, senior managers and other personnel that the board of Directors considers should be encouraged.
Within 12 months after the incentive plan is considered and approved by the general meeting of shareholders, the incentive objects reserved for grant shall be determined with reference to the standard of incentive objects granted for the first time; If the incentive object is not specified for more than 12 months, the reserved rights and interests shall become invalid.
6、 The validity period of the incentive plan shall be from the date of the first grant of stock options to the date of full exercise or cancellation, and the maximum period shall not exceed 60 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 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.
8、 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 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 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.
9、 The company promises not to provide loans or any other form of financial assistance for the incentive object to obtain relevant rights and interests 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 shall, after the relevant information disclosure documents are confirmed to have false records, misleading statements or major omissions, All benefits obtained from participating in this incentive plan will be returned to the company.
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 in accordance with relevant regulations, determine the first grant date, and complete registration, announcement and other relevant procedures. If the company fails to complete the above work within 60 days, it shall disclose the reasons for the failure in time, terminate the implementation of the incentive plan, and the stock options not granted shall become invalid. The reserved rights and interests shall be granted within 12 months after the incentive plan is considered and approved by the general meeting of shareholders.
13、 The implementation of this incentive plan will not result in the company’s equity distribution not meeting the listing conditions.
catalogue
Declare that 1 special tips 2 catalog 5 chapter 1 interpretation 6 Chapter II implementation purpose of this incentive plan Chapter III Management Organization of this incentive plan Chapter IV determination basis and scope of incentive objects Chapter V source, quantity and distribution of shares involved in stock options Chapter VI validity period, grant date, waiting period, vesting date, exercise arrangement and sales restriction provisions of the incentive plan Chapter VII exercise price and determination method of stock options Chapter VIII conditions for granting and exercising stock options Chapter IX adjustment methods and procedures of this incentive plan Chapter X accounting treatment of stock options Chapter XI implementation procedures of this incentive plan 23 Chapter XII respective rights and obligations of the company / incentive object 26 Chapter XIII handling methods of changes in the situation of the company / incentive object 27 chapter XIV settlement mechanism of relevant disputes or disputes between the company and incentive objects 29 Chapter XV Supplementary Provisions thirty
Chapter I interpretation
Unless otherwise specified, the following words have the following meanings in this article:
Qiaoyin City Management Co.Ltd(002973) . The company refers to Qiaoyin City Management Co.Ltd(002973)
This incentive plan and this plan refer to Qiaoyin City Management Co.Ltd(002973) 2022 stock option incentive plan (Draft)
Stock option refers to the right granted by the company to the incentive object to purchase a certain number of shares of the company under predetermined conditions in a certain period of time in the future
Incentive object refers to the personnel participating in the incentive plan
Grant date refers to the date on which the company grants stock options to incentive objects, and the grant date must be the trading day
The term of validity refers to the period from the date of the first grant of stock options to the date of full exercise or cancellation
Exercise refers to the behavior that the incentive object purchases the company’s shares according to the conditions set in the incentive plan
The exercise price refers to the price at which the incentive object purchases the company’s shares determined in the incentive plan
Exercise conditions refer to the conditions that must be met by the incentive object to exercise stock options determined in 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
Articles of association means the Qiaoyin City Management Co.Ltd(002973) articles of association
CSRC refers to the China Securities Regulatory Commission
Stock exchange refers to Shenzhen Stock Exchange
Yuan, 10000 yuan and 100 million yuan refer to RMB yuan, 10000 yuan and 100 million yuan
Chapter II implementation purpose of the incentive plan
In order to improve the long-term incentive and restraint mechanism, attract and retain excellent talents, stimulate the work enthusiasm and creativity of employees, effectively combine the interests of shareholders, the company and employees, and promote the sustainable and healthy development of the company, on the premise of fully protecting the interests of shareholders, the company, in accordance with the principle of equal income and contribution, in accordance with the company law and the securities law The incentive plan is formulated in accordance with the management measures, the articles of association and other relevant provisions.
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 (hereinafter referred to as the “Remuneration Committee”) is established under the board of directors, which is responsible for formulating and revising the incentive plan and submitting it to the board of directors for deliberation. After the deliberation and approval of the board of directors, it shall be submitted to the general meeting of shareholders for deliberation and approval. The board of directors may handle matters related to the incentive plan within the scope authorized by the general meeting of shareholders.
3、 The board of supervisors is the supervision organization of the incentive plan and is responsible for reviewing the list of incentive objects; 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; Supervise whether the implementation of the incentive plan complies with the relevant provisions of laws and regulations, normative documents and the articles of association.
4、 Independent directors express independent opinions on whether the incentive plan is conducive to the sustainable development of the company and whether there is any obvious damage to the interests of the company and all shareholders, and solicit entrusted voting rights from all shareholders on the incentive plan.
5、 If the company changes the incentive plan before it is deliberated and approved by the general meeting of shareholders, the independent directors and the board of supervisors shall express clear opinions on whether the changed 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.
6、 Before the incentive object is granted rights and interests, 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 there is any difference between the granted rights and interests of the incentive object and the established arrangement of the incentive plan, the independent directors and the board of supervisors shall express clear opinions.
7、 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 object of this incentive plan is determined in accordance with the company law, securities law, management measures, articles of association and other relevant provisions and in combination with the actual situation of the company.
(II) job basis for determining incentive objects
The incentive objects of this incentive plan include the company’s directors, senior managers and other personnel that the board of Directors considers should be encouraged (excluding the company’s independent directors, supervisors, shareholders or actual controllers who individually or jointly hold more than 5% of the company’s shares and their spouses, parents and children).
2、 Scope of incentive objects
No more than 75 incentive objects are granted for the first time in this incentive plan, including:
(I) directors and senior managers of the company;
(II) other personnel that the board of Directors considers should be encouraged.
All incentive objects must work in the company (including subsidiaries) and sign labor contracts or employment agreements when the company grants stock options and during the assessment period of this incentive plan.
Within 12 months after the incentive plan is considered and approved by the general meeting of shareholders, the incentive objects reserved for grant shall be determined with reference to the standard of incentive objects granted for the first time.
3、 Verification of incentive objects
(I) after the incentive plan is reviewed and approved by the board of directors, the company will publicize the names and positions of the incentive objects internally for a period of not less than 10 days.
(II) the board of supervisors will review the list of incentive objects and fully listen to the public opinions. The company will disclose the announcement and verification opinions of the board of supervisors on the list of incentive objects five days before the shareholders’ meeting considers the incentive plan. The list of incentive objects adjusted by the board of directors shall also be verified by the board of supervisors.
Chapter V source, quantity and distribution of stocks involved in stock options
1、 Stock source of this incentive plan
The subject stock involved in this incentive plan comes from the company’s A-share common stock issued by the company to the incentive object.
2、 Number of stock options to be granted
The number of stock options to be granted under the incentive plan is 6 million, accounting for about 1.47% of the total share capital of the company at the time of announcement of the draft incentive plan of 408663324 shares. among
