Securities abbreviation: Three’S Company Media Group Co.Ltd(605168) securities code: 605168 Three’S Company Media Group Co.Ltd(605168)
Restricted stock incentive plan for 2022
(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 incentive plan and its summary, and bear individual and joint legal liabilities for its authenticity, accuracy and completeness. All incentive objects of the company promise 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 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.
hot tip
1、 The Three’S Company Media Group Co.Ltd(605168) 2022 restricted stock incentive plan (Draft) (hereinafter referred to as “the incentive plan”) is implemented by Three’S Company Media Group Co.Ltd(605168) (hereinafter referred to as ” Three’S Company Media Group Co.Ltd(605168) “, “the company” and “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 other relevant laws and regulations Normative documents and the Three’S Company Media Group Co.Ltd(605168) 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.
3、 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.
4、 The incentive tool adopted in this incentive plan is restricted stock. The stock source is the company’s A-share common stock issued to the incentive object.
5、 The number of restricted shares to be granted in the incentive plan is 469375, accounting for 0.67% of the total share capital of the company at the time of announcement of the draft incentive plan. Among them, 375500 shares were granted for the first time, accounting for 80.00% of the total restricted shares granted this time and 0.54% of the total share capital of the current company; 9387500 shares are reserved, accounting for 20.00% of the total restricted shares granted this time and 0.13% of the total share capital of the current company.
The cumulative number of restricted shares granted to any incentive object in this incentive plan through this plan and other equity incentive plans (if any) of the company within the validity period shall not exceed 1% of the total share capital of the company. 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.
6、 The grant price of restricted shares granted for the first time in the incentive plan is 96.33 yuan / share. During the period from the date of announcement of the incentive 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 of shares, dividend distribution, etc., the grant price or number of restricted shares will be adjusted accordingly according to the incentive plan.
7、 The incentive objects of this incentive plan include 52 directors, senior managers, middle managers and business backbones who served in the company (including branches and holding subsidiaries, the same below) when the company announced the draft incentive plan. Excluding 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.
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.
8、 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.
9、 The company promises not to provide loans or any other form of financial assistance for the incentive object to obtain relevant restricted shares in accordance with the incentive plan, including providing guarantee for its loans.
10、 The release period of restricted shares granted by the incentive plan for the first time and the release schedule of each period are shown in the table below:
Release time and proportion of release arrangement
The first settlement is from the first trading day 12 months after the completion of the first grant registration to the first 40%
Except for the last trading day within 24 months from the date of completion of the registration of sales restriction grant
The second settlement is from the first trading day 24 months after the completion of the first grant registration to the first 30%
Except for the last trading day within 36 months from the date of completion of the registration of sales restriction grant
The third settlement is from the first trading day 36 months after the completion of the first grant registration to the first 30%
Except for the last trading day within 48 months from the date of completion of the registration of sales restriction grant
The release period of restricted shares reserved in the incentive plan and the release schedule of each period are shown in the table below:
Release time and proportion of release arrangement
The first settlement is the first 12 months after the completion of the registration of the grant of reserved part of restricted shares
Except for 40% within 24 months from the date of restricted trading to the date of completion of the grant registration of corresponding restricted shares
End of the last trading day
The second settlement shall be the first 24 months after the completion of the registration of the grant of reserved part of restricted shares
Except for 30% within 36 months from the date of restricted trading to the date of completion of the grant registration of corresponding restricted shares
End of the last trading day
The third time is the first time after 36 months from the date of completion of the registration of the grant of reserved part of restricted shares
Except for 30% within 48 months from the date of restricted trading to the date of completion of the grant registration of corresponding restricted shares
End of the last trading day
11、 The company’s performance conditions for the release of restricted shares granted by the incentive plan for the first time are as follows:
Performance assessment objectives during the lifting of sales restrictions
The net profit of the company in 2022 will not be less than 730 million yuan
In the second period of lifting the restrictions on sales, the net profit of the company in 2023 will not be less than 1 billion yuan
In the third period of lifting the restrictions on sales, the net profit of the company in 2024 will not be less than 1.300 billion yuan
Note: the above “net profit” refers to the audited net profit attributable to the shareholders of the listed company, and the value excluding the impact of share based payment fees of this and other equity incentive plans is used as the calculation basis.
If the assessment year of some restricted stocks reserved by the company is the same as that of the first granting of restricted stocks, the performance assessment objectives of each year are the same as those of the first granting of restricted stocks; If the assessment year is different from that of the first granting of restricted shares, it will be decided separately by the board of directors.
12、 The incentive plan can be implemented only after being deliberated and approved by the general meeting of shareholders of the company.
13、 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 to grant the incentive objects granted for the first time, 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 non granted restricted shares shall become invalid.
14、 The implementation of this incentive plan will not result in the equity distribution not meeting the requirements of listing conditions.
Chapter I interpretation Chapter II purpose and principle 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 restricted shares Chapter VI validity period, grant date, restriction period, release of restriction arrangement and lock up period of this incentive plan Chapter VII grant price of restricted shares and determination method of grant price Chapter VIII grant and release of restricted shares Chapter IX adjustment methods and procedures of restricted stock incentive plan Chapter X accounting treatment of restricted stocks Chapter XI implementation procedures of restricted stock incentive plan Chapter 12 respective rights and obligations of the company and the incentive object Chapter 13 handling of changes between the company and incentive objects Chapter XIV principles for repurchase and cancellation of restricted shares 32 Chapter XV Supplementary Provisions thirty-five
Chapter I interpretation
Unless otherwise specified, the following words have the following meanings in this article:
Interpretation item interpretation
Three’S Company Media Group Co.Ltd(605168) , the company, this refers to Three’S Company Media Group Co.Ltd(605168)
Company, listed company
This incentive plan refers to the Three’S Company Media Group Co.Ltd(605168) 2022 restricted stock incentive plan
According to the conditions and prices specified in the incentive plan, the company grants incentive restricted shares, which refers to a certain number of company shares to the incentive object. These shares are set with a certain period of restricted sale period. The restricted sale and circulation can be lifted only after reaching the conditions for lifting the restricted sale specified in the incentive plan
Incentive objects refer to some directors, senior managers, middle managers and business backbones of the company who obtain restricted shares in accordance with the provisions of this 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 to the incentive object under the incentive plan are prohibited from being transferred, used for guarantee and debt repayment
After the completion of the conditions for lifting the restrictions on sales stipulated in the incentive plan, the incentive period for lifting the restrictions on sales refers to the period during which the restricted shares held by the incentive plan can be lifted and listed for circulation
The conditions for lifting the restriction on sale refer to the conditions that must be met by the incentive object to lift the restriction on the sale of restricted shares 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
Articles of association means the Three’S Company Media Group Co.Ltd(605168) articles of association
CSRC refers to the China Securities Regulatory Commission
Stock exchange refers to Shanghai Stock Exchange
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 recent years, the company has continuously won the trust of customers and driven the rapid growth of the company’s performance by virtue of its stable management team, excellent industry talents, outstanding advertising creativity and professional experience in serving many well-known customers. In the future, the company will continue to do a good job in the industry talent reserve and scientific and effective management of excellent talents, so as to consolidate the development foundation of the company; The implementation of this new round of equity incentive will accumulate stable and sufficient talent reserves for the rapid growth of the company’s subsequent performance and the development of new business directions. At the same time, in order to further improve the company’s governance structure, improve the company’s incentive mechanism, attract and retain outstanding talents, and fully mobilize the company’s directors, senior managers The enthusiasm of middle-level managers and business backbones effectively combines the interests of shareholders, the company and the personal interests of the core team, so that all parties can pay common attention to the long-term development of the company. On the premise of fully protecting the interests of shareholders, in accordance with the principle of equal income and contribution, and in accordance with the company law, securities law, management measures and other relevant laws The incentive plan is formulated in accordance with the regulations, normative documents and the articles of association.
The basic principles followed in the formulation of this incentive plan:
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