Securities abbreviation: Shenzhen Hui Chuang Da Technology Co.Ltd(300909) securities code: 300909 Shenzhen Hui Chuang Da Technology Co.Ltd(300909)
Restricted stock incentive plan for 2022
(Draft)
Shenzhen Hui Chuang Da Technology Co.Ltd(300909)
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 legal responsibility for the authenticity, accuracy and integrity of the content according to law. All incentive objects of the company promise that if the company does not comply with the granted rights and interests or the ownership arrangement of 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 incentive plan to the company after the relevant information disclosure documents are confirmed to have false records, misleading statements or major omissions.
Special tips
I The Shenzhen Hui Chuang Da Technology Co.Ltd(300909) 2022 restricted stock incentive plan (Draft) (hereinafter referred to as “the incentive plan”) is prepared by Shenzhen Hui Chuang Da Technology Co.Ltd(300909) (hereinafter referred to as ” Shenzhen Hui Chuang Da Technology Co.Ltd(300909) “, “the company” or “the company”) 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 the Listing Rules of GEM stocks of Shenzhen Stock Exchange Other relevant laws, administrative regulations, normative documents, articles of association and other relevant provisions such as the guidelines for self-regulation of companies listed on the gem of Shenzhen Stock Exchange No. 1 – business handling were formulated.
2、 The incentive tool adopted in this incentive plan is restricted stock (the second type of restricted stock). The stock source is the company’s A-share common stock issued by the company to the incentive object.
Incentive objects who meet the grant conditions of the incentive plan can be granted A-Shares of common stock of the company in several times at the grant price within the vesting period after meeting the corresponding vesting conditions and vesting arrangements. These shares will be registered in Shenzhen Branch of China Securities Depository and Clearing Corporation Limited. Prior to the vesting of the restricted shares granted to the incentive object, they do not enjoy the rights of shareholders of the company, and may not transfer, guarantee or repay debts.
3、 The plan intends to grant no more than 4.78 million restricted shares to the incentive objects, accounting for about 4.74% of the company’s total share capital of 100.9067 million shares at the time of announcement of the draft incentive plan. Among them, 3.88 million shares were granted for the first time, accounting for 3.85% of the total share capital of the company at the time of announcement of the draft incentive plan and 81.17% of the total equity to be granted under the incentive plan; 900000 shares are reserved, accounting for 0.89% of the total share capital of the company at the time of announcement of the draft incentive plan and 18.83% of the total equity to be granted by the incentive plan.
As of the date of announcement of the draft incentive plan, the total amount of the underlying shares involved in the equity incentive plan within the whole validity period has not exceeded 20.00% of the total share capital of the company when the incentive plan was submitted to the general meeting of shareholders. The cumulative number of shares of the company granted by any incentive object in the plan through the equity incentive plan within the whole validity period shall not exceed 1.00% of the total share capital of the company.
4、 The grant price of restricted shares (including reserved grants) in the incentive plan is 20.00 yuan / share. From the date of announcement of the draft incentive plan to the completion of the ownership registration of the incentive object, if the company has matters such as the conversion of capital reserve into share capital, distribution of stock dividends, dividend distribution, share subdivision or reduction, allotment and so on, the grant price and the number of rights and interests of restricted shares will be adjusted according to the incentive plan.
5、 The total number of incentive objects to be granted in the plan is 127, accounting for about 9.68% of the total number of employees of the company (the total number of employees of the company as of December 31, 2020 is 1312), including directors and senior managers who served in the company when announcing the draft plan, as well as managers and technical (business) personnel who have a direct impact on the company’s operating performance and future development, Excluding independent directors and supervisors.
6、 The validity period of this incentive plan is from the date of the first grant of restricted shares to the date of all vesting or invalidation, and the longest period shall not exceed 60 months.
7、 The fund source of this incentive plan is legal self raised funds, Shenzhen Hui Chuang Da Technology Co.Ltd(300909) promises not to provide loans, loan guarantees and any other forms of financial assistance for the incentive object to obtain restricted shares under this plan.
8、 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 audit report on the internal control of the financial report of the latest fiscal year issued by the certified public accountant with a negative opinion or unable to express an opinion;
(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) circumstances where equity incentive is prohibited by laws and regulations;
(V) other circumstances recognized by the CSRC.
9、 The incentive objects of this incentive plan do not include 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 article 8.4.2 of the rules for the listing of shares on the gem of Shenzhen Stock Exchange, 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) the company is not allowed to be a director or senior manager of the company as stipulated in the company law of the people’s Republic of China;
(V) circumstances in which it is not allowed to participate in the equity incentive of listed companies according to laws and regulations;
(VI) other circumstances recognized by the CSRC.
10、 The incentive plan can be implemented only after being deliberated and approved by the general meeting of shareholders of the company.
11、 All incentive objects of the company promise that if the company fails to comply with the granted rights and interests or the ownership arrangement of 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 this incentive plan to the company.
12、 The implementation of this incentive plan will not cause the equity distribution to fail to meet the listing conditions.
catalogue
Declare that one
Chapter I interpretation six
Chapter II purpose and principles of this incentive plan seven
Chapter III Management Organization of this incentive plan eight
Chapter IV basis and scope of incentive object determination nine
1、 The legal basis and position basis for determining the incentive object nine
2、 Scope and verification of incentive objects nine
Chapter V specific contents of this incentive plan twelve
1、 Stock source of restricted stock incentive plan twelve
2、 Number of restricted shares granted twelve
3、 Validity period, grant date, ownership arrangement and lock up period of restricted shares twelve
4、 The grant price and determination method of restricted shares fourteen
5、 Conditions for granting and vesting restricted shares fifteen
Chapter VI adjustment methods and procedures of restricted stock incentive plan twenty
1、 Adjustment method for the number of restricted shares granted and vested twenty
2、 Adjustment method of restricted stock grant price twenty
3、 Procedures for adjustment of restricted stock incentive plan twenty-one
Chapter VII implementation procedures of restricted stock incentive plan twenty-two
1、 Procedures for the effectiveness of restricted stock incentive plan twenty-two
2、 Procedures for granting restricted shares twenty-three
3、 Vesting procedures for restricted shares twenty-three
4、 The change procedure of this incentive plan twenty-three
5、 Termination procedures for this incentive plan twenty-four
Chapter VIII accounting treatment of restricted stocks twenty-five
1、 The fair value and determination method of restricted shares twenty-five
2、 It is expected that the implementation of restricted shares will have an impact on the operating performance of each period twenty-five
Chapter IX respective rights and obligations of the company / incentive object twenty-seven
1、 Rights and obligations of the company twenty-seven
2、 Rights and obligations of incentive objects twenty-seven
Chapter X handling of changes in the company / incentive object twenty-nine
1、 Handling of changes in the company twenty-nine
2、 The personal situation of the incentive object has changed twenty-nine
3、 Dispute or dispute resolution mechanism between the company and the incentive object thirty-one
Chapter XI Supplementary Provisions thirty-two
Chapter I interpretation
Unless otherwise stated, the following abbreviations are interpreted as follows:
Interpretation item interpretation content
Shenzhen Hui Chuang Da Technology Co.Ltd(300909) . The company and the company refer to Shenzhen Hui Chuang Da Technology Co.Ltd(300909)
This incentive plan and this plan refer to the Shenzhen Hui Chuang Da Technology Co.Ltd(300909) 2022 restricted stock incentive plan (Draft)
Restricted stocks and incentive objects with the second type of restrictions that meet the grant conditions of the incentive plan meet the corresponding attribution requirements
Sexual shares refer to the A-share common shares of the company granted and registered in batches according to the agreed proportion after conditions
In accordance with the provisions of this incentive plan, the directors of the company granted restricted shares, the senior management of high incentive objects, as well as the management and technical (business) personnel who have a direct impact on the company’s business performance and future development
The grant date refers to the date on which the company grants the second type of restricted shares to the incentive object, and the grant date must be the trading day
The grant price refers to the price per share of the company granted to the incentive object when the company grants the second type of restricted shares to the incentive object
The term of validity refers to the period from the date of grant of class II restricted shares to the date when all restricted shares are vested
Period of invalidation or invalidation
Attribution refers to the behavior that the listed company registers the shares in the account of the incentive object after the incentive object of the second type of restricted stock meets the benefit conditions
Attribution conditions refer to the benefit conditions set up by the incentive plan, and the incentive object is to obtain the second type of incentive shares
Vesting date refers to the date on which the granted shares are registered after the incentive objects of class II restricted shares meet the benefit conditions. It must be the trading day
The Administrative Measures refer to the administrative measures for equity incentive of listed companies
Company law
Chapter II purpose and principle of the incentive plan
In order to further improve the corporate governance structure, establish and improve the company’s long-term incentive and restraint mechanism
