Securities abbreviation: Jolywood (Suzhou) Sunwatt Co.Ltd(300393) securities code: 300393 Jolywood (Suzhou) Sunwatt Co.Ltd(300393)
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 contents of this announcement, and bear legal responsibility for the authenticity, accuracy and integrity of its contents in accordance with the 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.
hot tip
1、 The incentive plan is 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 rules for the listing of shares on the gem of Shenzhen Stock Exchange (revised in December 2020) Other relevant laws, regulations and normative documents such as self regulatory guidelines for companies listed on the gem of Shenzhen Stock Exchange No. 1 – business handling, as well as the Jolywood (Suzhou) Sunwatt Co.Ltd(300393) articles of association.
2、 The incentive tool adopted in this incentive plan is restricted stock (the second type of restricted stock). The source of stock is Jolywood (Suzhou) Sunwatt Co.Ltd(300393) (hereinafter referred to as “the company” or “the company”) to issue A-share common stock to the incentive object.
After meeting the corresponding attribution conditions, the incentive objects who meet the grant conditions of the incentive plan will obtain the company’s A-share common shares in batches at the grant price, and these shares will be registered with China Securities Depository and Clearing Co., Ltd. The restricted stock granted to the incentive object does not enjoy the rights of shareholders of the company before it is vested, and the restricted stock shall not be transferred, used for guarantee or debt repayment.
3、 The number of restricted shares to be granted to the incentive objects in the incentive plan is 30.6 million shares, accounting for about 2.81% of the total share capital of the company on the announcement date of the draft incentive plan. Among them, 25129000 shares were granted for the first time, accounting for about 2.31% of the company’s total share capital of 1089627358 shares on the announcement date of the draft incentive plan and 82.12% of the total amount of restricted shares to be granted; 5.471 million shares are reserved, accounting for about 0.50% of the company’s total share capital of 1089627358 shares on the announcement date of the draft incentive plan, and the reserved part accounts for 17.88% of the total amount of restricted shares to be granted.
The total number of underlying shares involved in all equity incentive plans of the company within the validity period does not exceed 20% of the total share capital of the company. The cumulative number of shares of the company granted by any incentive object in the incentive plan through the equity incentive plan within the whole validity period shall not exceed 1% of the total share capital of the company.
From the date of announcement of the draft incentive plan to the date when the incentive object completes the ownership registration of restricted shares, 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, etc., the number of restricted shares granted / vested will be adjusted accordingly in accordance with the relevant provisions of the incentive plan.
4、 The grant price of some restricted shares granted in the incentive plan for the first time is 12 yuan / share. The grant price of reserved restricted shares is the same as that of the first grant of restricted shares.
From the date of announcement of the draft incentive plan to the date when the incentive object completes the ownership registration of restricted shares, 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 of restricted shares will be adjusted accordingly in accordance with the relevant provisions of the incentive plan.
5、 The total number of incentive objects granted by the incentive plan for the first time is 326, accounting for 12.59% of the total number of employees of the company at the time of announcement of the draft incentive plan. They are directors, senior managers, middle managers and core technical (business) personnel in the company (including branches and holding subsidiaries, the same below) at the time of announcement of the incentive plan.
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 reviewed and approved by the general meeting of shareholders. The incentive objects of reserved restricted shares shall be determined with reference to the criteria for the first grant.
6、 The validity period of this incentive plan is from the date of the first grant of restricted shares to the date when all the restricted shares granted to the incentive object are vested or invalid, and the longest period shall not exceed 60 months. The restricted shares granted to the incentive object will be vested in several times according to the agreed proportion, and each equity vesting shall be subject to meeting the corresponding vesting conditions.
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 of this incentive plan do not include the company’s supervisors and independent directors. 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 (revised in December 2020), 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 restricted shares according to the incentive plan, including providing guarantee for its loans.
10、 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.
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 incentive plan is deliberated and approved by the general meeting of shareholders, the company will convene the board of directors in accordance with relevant regulations to grant and announce some restricted shares to the incentive objects for the first time. 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. The reserved part shall be granted within 12 months after the incentive plan is reviewed and approved by the general meeting of shareholders of the company. 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 5 chapter II purpose and principle of this incentive plan 6 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, ownership arrangement and lock up period of this incentive plan Chapter VII grant price and determination method of restricted shares Chapter VIII vesting and vesting conditions of restricted shares Chapter IX adjustment methods and procedures of restricted stock incentive plan Chapter 10 accounting treatment of restricted stocks Chapter XI implementation procedures of restricted stock incentive plan 26 Chapter XII respective rights and obligations of the company / incentive object 29 Chapter 13 handling of changes in the company / incentive object 31 chapter XIV Supplementary Provisions thirty-four
Chapter I interpretation
Unless otherwise specified, the following abbreviations are interpreted as follows: Jolywood (Suzhou) Sunwatt Co.Ltd(300393) , the company, the company and refers to Jolywood (Suzhou) Sunwatt Co.Ltd(300393) listed company
This incentive plan, this plan, stock index Jolywood (Suzhou) Sunwatt Co.Ltd(300393) 2022 restricted stock incentive plan, restricted stock of incentive plan, and type II restriction refer to the shares of the company obtained and registered by shares after meeting the corresponding attribution conditions
Incentive objects refer to the directors, senior managers, middle managers and core technical (business) personnel of the company who obtain restricted shares in accordance with the provisions of this incentive plan
Grant date refers to the date on which the company grants restricted shares to incentive objects
The grant price refers to the price of each restricted stock granted by the company to the incentive object
Validity period refers to the period from the date of the first grant of restricted shares to the date when all the restricted shares granted to the incentive object are vested or invalid
Attribution refers to the behavior of a listed company to register its shares in the account of the incentive object after the restricted stock incentive object meets the benefit conditions
Vesting conditions refer to the benefit conditions set up by the restricted stock incentive plan, and the incentive object is to obtain the restricted stock
Vesting date refers to the date on which the authorized shares are registered after the restricted stock incentive object meets the benefit conditions. It must be the trading day
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
Listing Rules refers to the Shenzhen Stock Exchange GEM Listing Rules (revised in December 2020)
“Business handling” refers to the “Shenzhen Stock Exchange GEM listed companies self regulatory guidelines No. 1 – business handling”
Articles of association means the Jolywood (Suzhou) Sunwatt Co.Ltd(300393) articles of association
CSRC refers to the China Securities Regulatory Commission
Stock exchange refers to Shenzhen Stock Exchange
Yuan means RMB yuan
Note: 1. Unless otherwise specified, the financial data and financial indicators quoted in the draft incentive plan refer to those in the consolidated statement
Financial data and financial indicators calculated based on such financial data.
2. If there is any difference in the mantissa between the sum of some total figures and each detailed figure in the draft incentive plan, it is due to rounding
Caused by five entry.
Chapter II purpose and principle of the incentive plan
In order to further establish and improve the company’s long-term incentive mechanism, attract and retain excellent talents, fully mobilize the enthusiasm of the company’s core team, effectively combine the interests of shareholders, the company and the personal interests of the core team, make all parties pay common attention to the long-term development of the company, and ensure the realization of the company’s development strategy and business objectives, On the premise of fully protecting the interests of shareholders, this incentive plan is formulated in accordance with the principle of matching income and contribution, and in accordance with the company law, securities law, administrative measures, listing rules, business handling and other relevant laws, regulations and normative documents, as well as 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, independent directors and supervisors shall
