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1: 2016 Restricted Stock Incentive Plan (Draft)
2016 Document No. 1 for the Third Extraordinary General Meeting of the Year
Dalian Refrigeration Co., Ltd.
2016 year Restricted Stock Incentive Plan
(Draft)
Dalian Refrigeration Co., Ltd.
August 2016
The Company, together with all directors and supervisors, hereby warrants that this Incentive Plan and its summary contain no false records, misleading statements, or material omissions, and undertakes individual and joint legal liability for their truthfulness, accuracy, and completeness.
Special Note
I. This 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 Incentives for Listed Companies, and other relevant laws, regulations, and normative documents, as well as the Articles of Association of Dalian Refrigeration Co., Ltd.
II. The incentive instrument adopted under this Incentive Plan is restricted stock. The shares will be sourced from the Company’s targeted issuance to the eligible recipients of Dalian Refrigeration Co., Ltd. (hereinafter referred to as “ Company ” or “ This Company ” ) A Common stock.
III. Number of Restricted Shares Proposed to Be Granted under This Incentive Plan 1,288.40 ten thousand shares, representing the total share capital of the company at the time of signing this incentive plan. 59,889.2558 ten thousand shares of 2.151% 。
Company 2014 year 12 month 10 Total number of shares under the restricted stock incentive plan announced on [date] 1,522.50 ten thousand shares ( 2015 Following the implementation of the annual equity distribution, the total number of grants has been adjusted from the original 1,015 Ten thousand shares adjusted to 1,522.50 ten thousand shares) and 2016 Total number of shares subject to the annual restricted stock incentive plan 1,288.40 The total number of shares represents a percentage of the company’s total share capital at the time this incentive plan was signed. 59,889.2558 ten thousand shares of 4.693% The total number of underlying shares subject to all of the Company’s outstanding incentive plans shall not, in the aggregate, exceed the greater of: (i) the total share capital of the Company as of the date on which the equity incentive plan is submitted to the shareholders’ meeting; or (ii) a specified percentage thereof. 10%。
IV. The recipients of awards under this Incentive Plan include the company’s directors, mid- and senior-level management personnel, and… as of the date of the Company’s announcement of this Incentive Plan, who are employed by the Company (including its subsidiaries). Other core personnel whom the Board of Directors deems should be incentivized , excluding supervisors, independent directors, and foreign nationals. Individually or collectively holding the company 5% The aforementioned shareholders or ultimate controllers, together with their spouses, parents, and children, are not participating in this incentive plan. The eligible recipients of the incentive comply with the provisions of Article 8 of the Measures for the Administration of Equity Incentives for Listed Companies.
V. From the date of announcement of this Incentive Plan until the date on which the eligible participants complete the registration of the restricted shares, if the Company undertakes any of the following actions—capitalization of capital reserves into share capital, distribution of stock dividends, stock split or reverse stock split, rights issue, or dividend distribution—the grant price or the number of restricted shares to be granted under this Incentive Plan shall be adjusted accordingly.
VI. The term of this Incentive Plan shall commence on the date of the grant of the restricted shares and expire on the date when all the restricted shares granted to the incentive recipients have been fully vested or repurchased and cancelled, with a maximum duration of 4 year.
VII. From the date on which the incentive recipients are granted restricted shares 12 The lock-up period shall be [number] months. During the lock-up period, the restricted shares granted to the incentive recipients under this Incentive Plan (including any stock dividends derived therefrom, the same shall apply hereinafter) shall be subject to a lock-up and may not be transferred, used as security, or applied to the repayment of debts. The vesting period and vesting schedule for the restricted shares granted after the expiration of the lock-up period are set out in the following table:
|
Unlock Arrangement |
Unlock Time |
Unlock ratio |
|
The first unlock period |
From the date of grant 12 From the first trading day after one month to the grant date 24 as of the last trading day within the month |
30% |
|
Second Unlock Period |
From the date of grant 24 From the first trading day after one month to the grant date 36 as of the last trading day within the month |
40% |
|
The third vesting period |
From the date of grant 36 From the first trading day after one month to the grant date 48 as of the last trading day within the month |
30% |
VIII. The annual performance assessment targets for the granted restricted shares are set out in the following table:
|
Unlock period |
Performance Evaluation Objectives |
|
The first unlock period |
With 2015 Based on the annual net profit, 2016 Annual net profit growth rate shall not be less than 10%； |
|
Second Unlock Period |
With 2015 Based on the annual net profit, 2017 Annual net profit growth rate shall not be less than 30%； |
|
The third vesting period |
With 2015 Based on the annual net profit, 2018 Annual net profit growth rate shall not be less than 60%。 |
The above Net profit growth rate The indicator is calculated based on net profit after deducting non-recurring gains and losses, with each year’s net profit referring to the net profit attributable to shareholders of the listed company.
9. The Company does not fall under any of the circumstances set forth in Article 7 of the Measures for the Administration of Equity Incentives for Listed Companies that would prohibit the implementation of equity incentives:
1 — The financial statements for the most recent fiscal year have been issued an adverse audit report or a disclaimer of opinion by a certified public accountant;
2 — The internal control over financial reporting for the most recent fiscal year has been subject to an adverse or a disclaimer of opinion in the audit report issued by the certified public accountant;
3 , most recent after上市 36 Within the past month, there has been a failure to distribute profits in accordance with applicable laws and regulations, the company’s articles of association, or public commitments.
4 , where laws and regulations prohibit the implementation of equity incentives;
5 , other circumstances as determined by the China Securities Regulatory Commission.
X. The recipients of this incentive plan do not fall under any of the circumstances set forth in Article 8 of the Measures for the Administration of Equity Incentives for Listed Companies that would disqualify them from being eligible for such incentives:
1 , recently 12 Within one month or within one year, being designated by the stock exchange as an unsuitable candidate;
2 , recently 12 Within the past six months, has been identified by the China Securities Regulatory Commission and its dispatched agencies as an unsuitable candidate;
3 , recently 12 Within the past six months, has been subject to administrative penalties or market access bans imposed by the China Securities Regulatory Commission or its branch offices for material violations of laws and regulations;
4 , who fall under any of the circumstances stipulated in the Company Law that disqualify one from serving as a director or senior management personnel of a company;
5 , those who are prohibited by laws and regulations from participating in equity incentives of listed companies;
6 , other circumstances as determined by the China Securities Regulatory Commission.
XI. The Company undertakes not to provide any loans or other forms of financial assistance, including guarantees for loans, to the incentive recipients in connection with their acquisition of restricted shares under this Incentive Plan.
XII. This Incentive Plan shall only be implemented upon approval by the Shareholders’ Meeting.
Thirteen. After the Company’s Shareholders’ Meeting approves this Incentive Plan 60 Restricted shares shall be granted within the day and the announcement and registration shall be completed. The Company failed to 60 If the aforementioned work is completed within the same day, the implementation of this incentive plan shall be terminated, and any ungranted restricted shares shall lapse.
XIV. The implementation of this incentive plan will not result in the equity distribution failing to meet the listing requirements.
eye Record
Chapter 1 Definitions ...................................................... 6
Chapter 2: Objectives and Principles of This Incentive Plan .................................... 7
Chapter 3 Governing Body of This Incentive Plan ...................................... 7
Chapter 5: Sources, Quantity, and Allocation of Restricted Shares .............................. 8
Chapter 8: Granting and Vesting Conditions for Restricted Stock ............................... 11
Chapter 10 Accounting Treatment of Restricted Stock ..................................... 16
Chapter 13 Treatment of Changes in the Company/Eligible Participants ............................ 19
Chapter XV Supplementary Provisions ................................................... 21
Chapter One Definition
Unless otherwise specified, the following terms shall have the meanings set forth below in this document:
|
Daling Shares, this company, the company, the listed company |
to point |
Dalian Refrigeration Co., Ltd. |
|
This Incentive Plan |
to point |
Dalian Refrigeration Co., Ltd. 2016 Annual Restricted Stock Incentive Plan |
|
Restricted Stock |
to point |
The Company shall, in accordance with the terms and price set forth in this Incentive Plan, grant a specified number of the Company’s shares to the eligible recipients. Such shares shall be subject to a vesting period, and may only be vested and become freely tradable upon fulfillment of the vesting conditions stipulated in this Incentive Plan. |
|
Incentive recipients |
to point |
In accordance with the provisions of this incentive plan, those who are granted restricted shares Company directors and mid-to-senior level managers Other core personnel whom the employees and the Board of Directors deem should be incentivized |
|
Grant Date |
to point |
The date on which the company grants restricted shares to the incentive recipients must be a trading day. |
|
Grant Price |
to point |
The price at which the Company grants each restricted share to the incentive recipient. |
|
Lock-up period |
to point |
The period during which the restricted shares granted to the incentive recipients under this Incentive Plan are prohibited from being transferred, used as collateral, or applied to debt repayment. |
|
Unlock period |
to point |
The period during which the restricted shares held by the incentive recipients may be released from restriction and become tradable on the market upon the fulfillment of the vesting conditions set forth in this incentive plan. |
|
Unlock Conditions |
to point |
Conditions that must be satisfied for the vesting of restricted shares granted to the incentive recipients under this Incentive Plan. |
|
Company Law |
to point |
Company Law of the People’s Republic of China |
|
Securities Law |
to point |
Securities Law of the People’s Republic of China |
|
Administrative Measures |
to point |
Measures for the Administration of Equity Incentives for Listed Companies |
|
Articles of Association |
to point |
Articles of Association of Dalian Refrigeration Co., Ltd. |
|
China Securities Regulatory Commission |
to point |
China Securities Regulatory Commission |
|
Securities Exchange |
to point |
Shenzhen Stock Exchange |
|
Yuan |
to point |
Chinese yuan |
Chapter 2 Objectives and Principles of This Incentive Plan
In order to further establish and improve the company’s long-term incentive mechanism, attract and retain top talent, and fully motivate the directors, mid- and senior-level management personnel of Dalian Refrigeration Co., Ltd., as well as Other core personnel whom the Board of Directors deems should be incentivized This incentive plan is designed to effectively align the interests of shareholders, the company, and the core team, thereby fostering a shared commitment to the company’s long-term development. While fully safeguarding shareholder interests, the plan adheres to the principle of rewarding contributions commensurate with performance and is formulated in accordance with relevant laws, regulations, and normative documents, including the Company Law, the Securities Law, and the Administrative Measures, as well as the provisions of the Company Charter.
Chapter 3 Management Body of This Incentive Plan
I. The Shareholders’ Meeting, as the Company’s highest authority, is responsible for reviewing and approving the implementation, amendment, and termination of this Incentive Plan. Within the scope of its authority, the Shareholders’ Meeting may authorize the Board of Directors to handle certain matters related to this Incentive Plan.
II. The Board of Directors is the executive management body for this incentive plan, and the Board has established a Compensation and Assessment Committee (hereinafter referred to as “ Remuneration Committee ” ) is responsible for drafting and revising this Incentive Plan, submitting it to the Company’s Shareholders’ Meeting for approval and to the competent authorities for review. The Board of Directors may, within the scope of the authorization granted by the Shareholders’ Meeting, handle other matters related to this Incentive Plan.
3. The Supervisory Board serves as the oversight body for this Incentive Plan. It shall express its opinion on whether the Incentive Plan is conducive to the Company’s sustainable development and whether it involves any circumstances that clearly harm the interests of the Company and all shareholders. The Supervisory Board shall also oversee whether the implementation of the Incentive Plan complies with applicable laws, regulations, normative documents, and the business rules of the stock exchange, and shall be responsible for reviewing the list of eligible recipients of the incentives.
IV. Independent directors shall express their opinions on whether this incentive plan is conducive to the company’s sustainable development and whether it involves any circumstances that clearly harm the interests of the company and all shareholders, and shall solicit proxy votes from all shareholders in connection with this incentive plan.
Chapter Four Basis and Scope for Determining the Recipients of Incentives
I. Basis for Determining the Recipients of Incentives
1 , Legal Basis for Determining the Recipients of Incentives
The eligible participants under this incentive plan are determined in accordance with relevant laws, regulations, normative documents, including the Company Law, the Securities Law, and the Administrative Measures, as well as the Company Charter, and taking into account the company’s actual circumstances.
2 , Job Basis for Determining Incentive Recipients
The beneficiaries of this incentive plan are the company’s directors and mid- to senior-level management personnel. and other core personnel whom the Board of Directors deems should be incentivized (excluding independent directors and supervisors) 。
II. Scope of Incentive Recipients
The total number of recipients under this incentive plan is 118 People, including:
1 , Company Director;
2 , Mid- and senior-level management personnel of the company;
3 , Company Other key personnel whom the Board of Directors deems require incentives 。
Among the above-mentioned incentive recipients, directors and senior management personnel must be elected by the shareholders’ meeting or appointed by the company’s board of directors. All incentive recipients must have entered into an employment contract or labor contract with the company (including its branches and wholly owned subsidiaries, the same shall apply hereinafter) at the time the company grants restricted shares and throughout the performance assessment period under this incentive plan.
III. Verification of Incentive Recipients
1 , the company's 2016 Following the approval of the “Draft Annual Restricted Stock Incentive Plan” by the Board of Directors, the Company shall publicly disclose the names and positions of the incentive recipients internally for a period of no less than 10 Heaven.
2 The company’s Supervisory Board shall review the list of incentive recipients, thoroughly solicit feedback from the public notice, and do so prior to the shareholders’ meeting’s deliberation of this incentive plan. 5 The Supervisory Board shall disclose, on a daily basis, its review and public announcement of the list of incentive recipients. The list of incentive recipients as adjusted by the Company’s Board of Directors shall also be verified by the Company’s Supervisory Board.
Chapter 5 Source, Quantity, and Allocation of Restricted Shares
I. Source of Shares under This Incentive Plan
The underlying shares under this incentive plan will be sourced from the Company’s targeted issuance to the recipients. A Common stock.
II. Number of Restricted Shares Granted
The number of restricted shares to be granted under this incentive plan 1,288.40 ten thousand shares, representing the total share capital of the company at the time of signing this incentive plan. 59,889.2558 ten thousand shares of 2.151% 。
Company 2014 year 12 month 10 Total number of shares under the restricted stock incentive plan announced on [date] 1,522.50 ten thousand shares ( 2015 Following the implementation of the annual equity distribution, the total number of grants has been adjusted from the original 1,015 Ten thousand shares adjusted to 1,522.50 ten thousand shares) and 2016 Total number of shares subject to the annual restricted stock incentive plan 1,288.40 The total number of shares represents a percentage of the company’s total share capital at the time this incentive plan was signed. 59,889.2558 ten thousand shares of 4.693% The total number of underlying shares subject to all of the Company’s outstanding incentive plans shall not, in the aggregate, exceed the greater of: (i) the total share capital of the Company as of the date on which the equity incentive plan is submitted to the shareholders’ meeting; or (ii) a specified percentage thereof. 10%。
III. Allocation of Restricted Shares Granted to the Incentive Recipients
The allocation of restricted shares granted under this incentive plan among the respective grantees is set out in the following table:
|
Serial Number |
Name |
Position |
Number of Restricted Shares Granted ( ten thousand shares ) |
Percentage of the total number of restricted shares granted |
Percentage of the total share capital as of the date of the draft proposal and its summary announcement |
|
1 |
Ding Jie |
Director and General Manager |
50.00 |
3.881% |
0.083% |
|
2 |
Fan Yuekun |
Deputy General Manager |
50.00 |
3.881% |
0.083% |
|
3 |
Horse cloud |
Chief Financial Officer |
50.00 |
3.881% |
0.083% |
|
Middle-level managers and other personnel whom the board of directors deems require incentives ( 115 person) |
1,138.40 |
88.357% |
1.902% |
||
|
Total |
1,288.40 |
100.000% |
2.151% |
||
Note:
1 , the company holds shares individually or in aggregate 5% The aforementioned principal shareholders or ultimate controllers, together with their spouses, parents, and children, are not participating in this incentive plan.
2 , none of the aforementioned incentive recipients has been granted shares of the Company under all valid equity incentive plans in an amount exceeding **% of the Company’s total share capital. 1%。
Chapter Six The term, grant date, lock-up period, vesting period, and restriction period of this incentive plan
I. Term of This Incentive Plan
The term of this incentive plan shall commence on the date of the grant of the restricted shares and expire on the date when all the restricted shares granted to the eligible participants have been fully vested or repurchased and cancelled, with a maximum duration of 4 year.
II. Grant Date of This Incentive Plan
The grant date shall be determined by the Board of Directors following the approval of this incentive plan by the Company’s Shareholders’ Meeting. The Company shall, following such approval, 60 Restricted shares shall be granted within the day and the announcement and registration shall be completed. The Company failed to 60 If the aforementioned work is completed within the same day, the implementation of this incentive plan shall be terminated, and any ungranted restricted shares shall lapse.
The grant date must be a trading day and may not fall within any of the following periods:
1 , prior to the company’s periodic report announcements 30 Within the country, where the announcement dates for the annual report and semi-annual report are postponed due to special circumstances, starting from the date prior to the originally scheduled announcement date 30 Starting from the date of calculation until before the announcement. 1 day;
2 , prior to the company’s earnings forecast and preliminary earnings announcement 10 Within the day;
3 , from the date on which a material event that may have a substantial impact on the trading prices of the Company’s shares and their derivative instruments occurs or enters the decision-making process, until such time as the information is disclosed in accordance with the law 2 within one trading day;
4 , and other periods prescribed by the China Securities Regulatory Commission and this Exchange.
III. Lock-up and Vesting Periods of This Incentive Plan
The restricted shares granted under this incentive plan shall, from the date of grant, 12 shall be subject to a lock-up period of [X] months. During the lock-up period, the restricted shares granted to the incentive recipients under this Incentive Plan may not be transferred, used as collateral, or applied to the repayment of debts.
During the vesting period, the Company shall effect the vesting of restricted shares for eligible recipients who have met the vesting conditions; restricted shares held by eligible recipients who have not met the vesting conditions shall be repurchased and cancelled by the Company. The vesting periods and the respective vesting schedules for the restricted shares granted under this incentive plan are set out in the table below:
|
Unlock Arrangement |
Unlock Time |
Unlock ratio |
|
The first unlock period |
From the date of grant 12 From the first trading day after one month to the grant date 24 as of the last trading day within the month |
30% |
|
Second Unlock Period |
From the date of grant 24 From the first trading day after one month to the grant date 36 as of the last trading day within the month |
40% |
|
The third vesting period |
From the date of grant 36 From the first trading day after one month to the grant date 48 as of the last trading day within the month |
30% |
IV. Lock-up Period for This Incentive Plan
The lock-up provisions of this incentive plan shall be implemented in accordance with the Company Law, the Securities Law, other relevant laws, regulations, normative documents, and the Articles of Association of the Company, as follows:
1 , the incentive recipients are the company Directors and For senior management personnel, the number of shares they may transfer each year during their tenure shall not exceed a certain percentage of the total number of shares they hold in the company. 25% Within six months after resignation, the individual shall not transfer any shares of the Company held by him or her.
2 , where the incentive recipients are the company’s directors and senior management, any shares of the company held by them shall, after purchase, 6 sell within months, or after selling 6 If shares are repurchased within [number] months, any profits derived therefrom shall belong to the Company, and the Board of Directors of the Company shall recover such profits.
3 During the term of this incentive plan, if any relevant laws, regulations, normative documents, or the Company’s Articles of Association—such as the Company Law and the Securities Law—undergo changes with respect to provisions governing the transfer of shares held by the company’s directors and senior management, then such incentive recipients shall, at the time of any such transfer, comply with the amended applicable provisions.
Chapter 7 Grant Price of Restricted Shares and the Method for Determining the Grant Price
I. Grant Price of Restricted Shares
The grant price of the restricted stock is per share. 5.62 Upon fulfillment of the vesting conditions, the incentive recipient may, per share, 5.62 at the price of RMB per share for the company’s restricted shares issued to the incentive recipients.
II. Method for Determining the Grant Price of Restricted Stocks
The grant price shall be no less than the par value of the stock and no less than the higher of the following prices:
(1) The first announcement of this incentive plan ( 2016 year 8 month 5 on or before the date of the announcement of the resolution of the seventh meeting of the seventh session of the Board of Directors 1 Average trading price of the company’s stock over trading days (previous 1 Total stock trading value for the trading day / Previous 1 (Total stock trading volume over trading days) per share 10.45 of the yuan 50% , per share 5.23 yuan;
(2) Prior to the first public announcement of this incentive plan 20 The average trading price of the company’s stock over trading days (previous 20 Total stock trading value for the trading day / Previous 20 (Total stock trading volume over trading days) per share 11.23 of the yuan 50% , per share 5.62 Yuan.
Given the broad eligibility of participants under this incentive plan, the heavy communication workload, and the challenges associated with maintaining confidentiality, in order to prevent information leaks during the communication process from causing fluctuations in the company’s stock price and thereby undermining effective communication between the company and the prospective recipients, the company has issued a prior announcement titled “Dalian Refrigeration Co., Ltd.” 2016 the “Annual Restricted Stock Incentive Plan (Draft)” and designated the date of its public announcement as the pricing benchmark date for determining the grant price of the restricted shares. With regard to other methods for determining the grant price of the company’s restricted shares, reference was made to the provisions of Article 23, Paragraph 1 of the Administrative Measures.
Chapter 8 Grant and Vesting Conditions for Restricted Stock
I. Conditions for the Grant of Restricted Stock
The Company shall grant restricted shares to the incentive recipients only when all of the following grant conditions are satisfied; otherwise, if any one of such grant conditions is not met, no restricted shares shall be granted to the incentive recipients.
(1) The Company has not experienced any of the following circumstances:
1 — The financial statements for the most recent fiscal year have been issued an adverse audit report or a disclaimer of opinion by a certified public accountant;
2 — The internal control over financial reporting for the most recent fiscal year has been subject to an adverse or a disclaimer of opinion in the audit report issued by the certified public accountant;
3 , after上市 36 Within the past month, there has been a failure to distribute profits in accordance with applicable laws and regulations, the company’s articles of association, or public commitments.
4 , where laws and regulations prohibit the implementation of equity incentives;
5 , other circumstances as determined by the China Securities Regulatory Commission.
(2) The incentive recipient has not experienced any of the following circumstances:
1 , recently 12 Within one month or within one year, being designated by the stock exchange as an unsuitable candidate;
2 , recently 12 Within the past six months, has been identified by the China Securities Regulatory Commission and its dispatched agencies as an unsuitable candidate;
3 , recently 12 Within the past six months, has been subject to administrative penalties or market entry bans imposed by the China Securities Regulatory Commission or its branch offices for material violations of laws and regulations;
4 , who fall under any of the circumstances stipulated in the Company Law that disqualify one from serving as a director or senior management personnel of a company;
5 , those who are prohibited by laws and regulations from participating in equity incentives of listed companies;
6 , other circumstances as determined by the China Securities Regulatory Commission.
II. Vesting Conditions for Restricted Shares
During the vesting period, the restricted shares granted to the incentive recipient shall become vested only upon simultaneous satisfaction of the following conditions:
(1) The Company has not experienced any of the following circumstances:
1 — The financial statements for the most recent fiscal year have been issued an adverse audit report or a disclaimer of opinion by a certified public accountant;
2 — The internal control over financial reporting for the most recent fiscal year has been subject to an adverse or a disclaimer of opinion in the audit report issued by the certified public accountant;
3 , most recent after上市 36 Within the past month, there has been a failure to distribute profits in accordance with applicable laws and regulations, the company’s articles of association, or public commitments.
4 , where laws and regulations prohibit the implementation of equity incentives;
5 , other circumstances as determined by the China Securities Regulatory Commission.
In the event that any of the aforementioned circumstances occurs, all restricted shares that have been granted but not yet vested under this Incentive Plan shall be repurchased and cancelled by the Company.
(2) The incentive recipient has not experienced any of the following circumstances:
1 , recently 12 Within one month or within one year, being designated by the stock exchange as an unsuitable candidate;
2 , recently 12 Within the past six months, has been identified by the China Securities Regulatory Commission and its dispatched agencies as an unsuitable candidate;
3 , recently 12 Within the past six months, has been subject to administrative penalties or market access measures imposed by the China Securities Regulatory Commission or its branch offices for material violations of laws and regulations;
4 , who fall under any of the circumstances stipulated in the Company Law that disqualify one from serving as a director or senior management personnel of a company;
5 , those who are prohibited by laws and regulations from participating in equity incentives of listed companies;
6 , other circumstances as determined by the China Securities Regulatory Commission.
If any of the above circumstances occur with respect to a recipient of the incentive, the restricted shares that have been granted but not yet vested under this Incentive Plan shall be repurchased and cancelled by the Company.
(3) Performance Assessment Requirements at the Corporate Level
The vesting assessment years for this incentive plan are: 2016–2018 Over three fiscal years, performance is assessed annually. The restricted shares granted to the incentive recipients shall become vested only upon achievement of the following performance targets:
|
Unlock period |
Performance Evaluation Objectives |
|
The first unlock period |
With 2015 Based on the annual net profit, 2016 Annual net profit growth rate shall not be less than 10%； |
|
Second Unlock Period |
With 2015 Based on the annual net profit, 2017 Annual net profit growth rate shall not be less than 30%； |
|
The third vesting period |
With 2015 Based on the annual net profit, 2018 Annual net profit growth rate shall not be less than 60%。 |
1 , the above Net profit growth rate The indicator is calculated based on net profit after deducting non-recurring gains and losses, with each year’s net profit referring to the net profit attributable to shareholders of the listed company.
2 1. Feasibility Statement Regarding the Above Performance Assessment Targets:
2013 Year to 2015 The year-on-year growth rates of net profit after deducting non-recurring gains and losses are as follows: -2.08% 、 -13.01% 、 19.62% 。2016 This year, the company will focus on “innovation” ・ Improve ・ With “enhancement” as the theme, we will leverage innovation-driven development and the integration of industry and finance as key levers to innovate industrial development models, intensify R&D on technologies and products, strengthen coordinated planning for relocation and upgrading, accelerate the integration of capital resources, expedite the refinement of foundational management, enhance competitive strength, improve operational efficiency, and ensure 2016 Completion of the annual profit target. Recently, the company conducted a non-public offering. A The net proceeds from the share offering amount to 56,128.14 The RMB 10,000,000 will be entirely allocated to the company’s relocation and renovation project. The construction and implementation of the fund-raising investment projects will consolidate the company’s leading position in its core business areas, facilitate its business transformation, further enhance its competitiveness and sustainable development capabilities, and create value for shareholders. In light of the company’s future business strategy and the incentive effect, the company has set the aforementioned performance targets for this incentive plan.
The aforementioned performance targets do not constitute the Company’s profit forecast for future years; their achievement is subject to various factors, including market conditions and the efforts of the management team, and therefore remains uncertain.
If the Company fails to meet the performance assessment targets, no restricted shares that would otherwise be eligible for vesting in the relevant assessment year shall be vested; such shares shall be repurchased and cancelled by the Company.
(4) Performance Evaluation Requirements at the Individual Level
|
Annual Performance Comprehensive Score ( X ) |
X greater than or equal to 115 |
105 less than or equal to X < 115 |
95 less than or equal to X < 105 |
85 less than or equal to X < 95 |
75 less than or equal to X < 85 |
X < 75 |
|
Evaluation Categories |
A |
B |
C |
D |
E |
Non-compliant |
|
Unlock coefficient |
1.0 |
1.0 |
1.0 |
0.8 |
0.7 |
0 |
The individual actual vesting quota for the incentive recipient in the current year = Unlock coefficient × Individual’s planned unlockable quota for the year
Restricted shares that the incentive recipients are unable to unlock in the assessment year shall be repurchased and cancelled by the company.
Chapter Nine Methods and Procedures for Adjusting the Restricted Stock Incentive Plan
I. Method for Adjusting the Number of Restricted Shares
If, during the period from the date of announcement of this incentive plan to the date on which the eligible recipients complete the registration of their restricted shares, the Company undertakes any capitalization of capital reserves into share capital, distribution of stock dividends, stock split, rights issue, or reverse stock split, the number of restricted shares shall be adjusted accordingly. The adjustment method is as follows:
1 , capital reserve capitalization, stock dividend distribution, and stock split
Q = Q 0 times （ 1 plus n )
Among them: Q 0 the number of restricted shares prior to the adjustment; n The ratio of capital reserve capitalization, stock dividend distribution, and stock split per share (i.e., the number of shares increased per share following capitalization, stock dividends, or a stock split); Q The adjusted number of restricted shares.
2 , Rights Issue
Q = Q 0 times P 1 times （ 1 plus n ) divided by （ P 1 plus P 2 times n )
Among them: Q 0 the number of restricted shares prior to the adjustment; P 1 The closing price on the record date for equity; P 2 the price for the rights issue; n The ratio of the rights issue (i.e., the number of shares to be issued under the rights issue divided by the company’s total share capital prior to the rights issue); Q The adjusted number of restricted shares.
3 , share reduction
Q = Q 0 times n
Among them: Q 0 the number of restricted shares prior to the adjustment; n For the share reduction ratio (i.e., 1 The company’s shares are reduced to n stocks); Q The adjusted number of restricted shares.
4 , Additional Issuance
In the event of a new share issuance, the number of restricted shares shall remain unchanged.
II. Methods for Adjusting the Grant Price of Restricted Stocks
If, during the period from the date of announcement of this incentive plan to the date on which the eligible recipients complete the registration of the restricted shares, the Company undertakes any of the following actions—capitalization of capital reserves into share capital, distribution of stock dividends, stock split, rights issue, reverse stock split, or dividend distribution—the grant price of the restricted shares shall be adjusted accordingly. The adjustment method is as follows:
1 , capital reserve capitalization, stock dividend distribution, and stock split
P = P 0 divided by （ 1 plus n )
Among them: P 0 The grant price prior to the adjustment; n The ratio for capitalizing retained earnings into share capital, distributing stock dividends, and splitting shares per share; P For the adjusted grant price.
2 , Rights Issue
P = P 0 times （ P 1 plus P 2 times n ) ÷[P 1 times （ 1 plus n ) ]
Among them: P 0 The grant price prior to the adjustment; P 1 The closing price on the record date for equity; P 2 the price for the rights issue; n The ratio of the rights issue (i.e., the number of shares to be issued under the rights issue divided by the total share capital of the listed company prior to the rights issue); P For the adjusted grant price.
3 , share reduction
P = P 0 ÷n
Among them: P 0 The grant price prior to the adjustment; n for the share consolidation ratio; P For the adjusted grant price.
4 , dividend payout
P = P 0-V
Among them: P 0 The grant price prior to the adjustment; V the dividend per share; P For the adjusted grant price. After dividend adjustment, P Must still be greater than 1。
5 , Additional Issuance
In the event of a new share issuance, the grant price of restricted shares shall remain unchanged.
III. Procedures for Adjusting the Restricted Stock Incentive Plan
The Company’s Shareholders’ Meeting hereby authorizes the Board of Directors to determine, in the event of the aforementioned circumstances, any adjustments to the grant price and the number of restricted shares. Following such adjustments to the number and grant price in accordance with the foregoing provisions, the Board shall promptly make a public announcement. The Company shall engage counsel to provide a professional opinion to the Board as to whether such adjustments comply with the Provisions on Equity Incentive Management, the Company’s Articles of Association, and the terms of this Incentive Plan.
Chapter Ten Accounting Treatment of Restricted Stock
In accordance with “Enterprise Accounting Standard No. 11 Number — In accordance with the provisions of “Share-Based Payment,” the Company will, at each balance sheet date during the vesting period, revise the estimated number of restricted shares that are expected to become vested based on subsequently obtained information, such as changes in the number of employees eligible for vesting and the achievement of performance targets. The Company will then recognize the service received during the current period at the fair value of the restricted shares on the grant date, allocating such amount to the relevant cost or expense account and to additional paid-in capital.
(1) Accounting methods
1 , Grant Date
Share capital and capital surplus are recognized based on the company’s targeted issuance of shares to the incentive recipients.
2 , at each balance sheet date during the lock-up period
In accordance with accounting standards, on each balance sheet date during the vesting period, the services rendered by employees are recognized as cost or expense, while corresponding equity or liability is simultaneously recognized.
3 , Unlock Day
On the vesting date, if the vesting conditions are met, the shares shall be vested; if all or part of the shares fail to vest and thereby lapse or become void, such treatment shall be in accordance with accounting standards and relevant regulations.
4 1. Fair Value of Restricted Shares and the Method for Determining It
According to “Enterprise Accounting Standard No. 11 Number —— “Share-based Payment” and “Accounting Standards for Business Enterprises No.” 22 Number —— In accordance with the relevant provisions of “Recognition and Measurement of Financial Instruments,” the company, in accordance with B-S The valuation model is used to determine the fair value of restricted shares granted on the grant date and to ultimately recognize the share-based compensation expense under this incentive plan.
II. Anticipated Impact of the Restricted Stock Plan on Operating Performance in Each Reporting Period
The Company intends to grant incentives to the eligible recipients. 1,288.40 For the 10,000 restricted shares, the total amortized expense for the restricted shares, as calculated using the relevant valuation tools, is 2,093.23 RMB 10,000; such expenses will be recognized in installments in accordance with the vesting schedule during the implementation of this incentive plan and will be charged to recurring profit or loss. The Company 2016 year -2019 The specific amortization details for the year are shown in the following table:
|
Restricted Shares Granted (in ten thousand shares) |
Total amortizable expenses (in ten thousand yuan) |
2016 year
(Ten thousand yuan) |
2017 year
(Ten thousand yuan) |
2018 year
(Ten thousand yuan) |
2019 year
(Ten thousand yuan) |
|
1,288.40 |
2,093.23 |
418.65 |
1,046.61 |
488.42 |
139.55 |
Based on current information and preliminary estimates, even without factoring in the incentive plan’s potential boost to the company’s performance, the amortization of restricted stock expenses will nonetheless affect net profit in each year of the plan’s term, thereby impacting the net profit growth rate metric used in performance evaluations—though the impact is expected to be modest. However, if the positive effects of the restricted stock incentive plan on the company’s development are taken into account—such as heightened management team motivation, improved operational efficiency, and reduced agency costs—the resulting enhancement in corporate performance will far outweigh the incremental expense burden associated with the plan.
Chapter Eleven Implementation Process of the Restricted Stock Incentive Plan Preface
I. This Incentive Plan shall only be implemented upon approval by the Company’s Shareholders’ Meeting. When the Shareholders’ Meeting votes on this Incentive Plan, the independent directors shall solicit proxy votes from all shareholders in favor of the Plan, and the Company shall provide both on-site voting and online voting options.
II. Upon approval by the Company’s Shareholders’ Meeting and fulfillment of the grant conditions set forth in this Incentive Plan, the Company shall grant restricted shares to the eligible recipients within the prescribed time frame.
III. Grant and Vesting Procedures for Restricted Shares:
(1) Grant of Restricted Shares
Following the approval of this incentive plan by the Shareholders’ Meeting, the Company shall enter into a Equity Incentive Agreement with the eligible participants to define the rights and obligations of both parties. The Board of Directors shall, pursuant to the authorization granted by the Shareholders’ Meeting, handle the specific matters related to the grant of restricted shares.
(2) Vesting Procedures for Restricted Shares
1 Prior to the vesting date, the Company shall verify whether each incentive recipient meets the vesting conditions. For those recipients who do meet the conditions, the Company shall handle the vesting process in a centralized manner and issue a “Notice of Vesting of Restricted Shares” to such recipients. For those recipients who fail to meet the conditions, the Company shall repurchase and cancel the restricted shares corresponding to the current vesting tranche held by them.
2 The incentive recipients may transfer the restricted shares that have been unlocked; however, any transfer of shares held by the company’s directors and senior management must comply with applicable laws, regulations, and normative documents.
IV. Termination Procedures for This Incentive Plan
1 If the Company intends to terminate the implementation of this Incentive Plan prior to its consideration by the Shareholders’ Meeting, such termination must be approved by the Board of Directors.
2 If the Company terminates the implementation of this Incentive Plan after it has been reviewed and approved by the Shareholders’ Meeting, such termination shall be subject to review and decision by the Shareholders’ Meeting.
Chapter Twelve Company / The Rights and Obligations of Each Incentive Recipient
I. Rights and Obligations of the Company
(1) The Company shall have the authority to interpret and administer this Incentive Plan and, in accordance with the provisions of this Incentive Plan, conduct performance evaluations of the Incentive Recipients. If an Incentive Recipient fails to meet the vesting conditions set forth in this Incentive Plan, the Company shall, in accordance with the principles stipulated in this Incentive Plan, repurchase and cancel the corresponding unvested Restricted Shares held by such Incentive Recipient.
(2) The Company undertakes not to provide any loans or other forms of financial assistance, including guarantees for loans, to the incentive recipients in connection with their acquisition of restricted shares under this Incentive Plan.
(3) The Company shall promptly fulfill its obligations under applicable regulations with respect to the filing and disclosure of information related to the restricted stock incentive plan.
(4) The Company shall, in accordance with this Incentive Plan and the relevant provisions of the China Securities Regulatory Commission, the stock exchanges, and China Securities Depository & Clearing Corporation Limited, actively cooperate to ensure that eligible incentive recipients whose vesting conditions have been met may exercise their options in compliance with applicable regulations. However, if, due to reasons attributable to the China Securities Regulatory Commission, the stock exchanges, or China Securities Depository & Clearing Corporation Limited, an incentive recipient is unable to exercise options at his or her own discretion and such failure results in losses to the recipient, the Company shall bear no liability.
II. Rights and Obligations of the Incentive Recipients
(1) The recipients of the incentive shall, in accordance with the requirements of their positions as employed by the Company, perform their duties diligently and conscientiously, uphold professional ethics, and make due contributions to the Company’s development.
(2) The recipients of the incentive shall lock up the restricted shares granted to them in accordance with the provisions of this Incentive Plan.
(3) The funds for the incentive recipients shall be self-financed by the recipients themselves.
(4) The restricted shares granted to the incentive recipients may not be transferred or used to repay debts during the lock-up period.
(5) Any income received by the recipients under the incentive plan shall be subject to individual income tax and other applicable taxes in accordance with national tax laws and regulations.
(6) Other relevant rights and obligations as stipulated by laws, regulations, and this Incentive Plan.
Chapter 13 Company / Changes in the incentive recipients processing of
I. Handling of Corporate Changes
(1) If any of the following circumstances occurs with respect to the Company, this Incentive Plan shall be terminated, and any restricted shares that have been granted to the incentive recipients but have not yet been vested shall not be vested and shall be repurchased and cancelled by the Company:
1 — The financial statements for the most recent fiscal year have been issued an adverse audit report or a disclaimer of opinion by a certified public accountant;
2 — The internal control over financial reporting for the most recent fiscal year has been subject to an adverse or a disclaimer of opinion in the audit report issued by the certified public accountant;
3 , most recent after上市 36 Within the past month, there has been a failure to distribute profits in accordance with applicable laws and regulations, the company’s articles of association, or public commitments.
4 , where a listed company undergoes a merger or a spin-off;
5 , circumstances in which equity incentives are prohibited under laws and regulations;
6 Other circumstances as determined by the China Securities Regulatory Commission that necessitate the termination of the incentive plan.
(2) If a change in the company’s control occurs, this incentive plan shall be implemented as scheduled.
(3) If, due to false records, misleading statements, or material omissions in the company’s information disclosure documents, the company no longer meets the eligibility criteria for the grant of restricted shares or the vesting schedule, any unvested restricted shares shall be repurchased and cancelled by the company in a lump sum. For incentive recipients whose granted restricted shares have already vested, all such recipients shall return the benefits they have already received. Any incentive recipient who is not liable for the aforementioned matters but suffers losses as a result of returning such benefits may, in accordance with the relevant provisions of this Incentive Plan, seek recourse against the company or the party(s) bearing liability.
The Board of Directors shall, in accordance with the provisions of the preceding paragraph and the relevant arrangements under this Incentive Plan, recover the benefits received by the incentive recipients.
II. Changes in the Personal Circumstances of the Incentive Recipient
(1) If an incentive recipient experiences a change in position but remains employed by the Company or by one of its subsidiaries or branch offices, the restricted shares granted to such recipient shall be subject to the procedures set forth in this Incentive Plan as in effect prior to the change in position. However, if the change in position results from the recipient’s failure to perform the duties of the position, violation of law, breach of professional ethics, disclosure of company confidential information, negligence or dereliction of duty, or other conduct that harms the Company’s interests or reputation; or if the Company terminates the employment relationship with the recipient for any of the foregoing reasons, any restricted shares that have been granted to the recipient but have not yet been vested shall not be vested and shall be repurchased and cancelled by the Company.
(2) If an incentive recipient leaves the company due to resignation or workforce reduction, any restricted shares that have been granted but not yet vested shall not be vested and shall be repurchased and cancelled by the company.
(3) If an incentive recipient retires or otherwise leaves the Company and no longer serves as an employee, any restricted shares that have been granted but not yet vested shall not be vested and shall be repurchased and cancelled by the Company.
(4) Where an incentive recipient leaves employment due to loss of work capacity, the matter shall be handled in the following two scenarios:
1 1. If an incentive recipient leaves the Company due to loss of work capacity resulting from the performance of their duties, the restricted shares granted to such recipient shall be subject to the procedures set forth in this Incentive Plan as if the loss of work capacity had occurred prior to the vesting date; the recipient’s individual performance appraisal results shall no longer be taken into account as a vesting condition.
2 If the incentive recipient leaves employment not due to loss of work capacity arising from the performance of duties, any restricted shares that have been granted but not yet vested shall not vest and shall be repurchased and cancelled by the Company.
(5) In the event of the death of an incentive recipient, any restricted shares that have been granted but not yet vested shall not be vested and shall be repurchased and cancelled by the Company.
(6) Any other circumstances not specified herein shall be determined by the Board of Directors, which shall also decide the appropriate course of action.
III. Resolution of Disputes Between the Company and the Incentive Recipients
1 In the event of a dispute between the Company and the incentive recipient, such dispute shall be resolved in accordance with the provisions of this Incentive Plan and the Equity Incentive Agreement; any unresolved matters shall be settled in accordance with applicable national laws and the principles of fairness and reasonableness.
2 Any disputes arising between the Company and the incentive recipients shall be resolved through consultation; if no agreement is reached, such disputes shall be submitted to the people’s court with jurisdiction over the Company’s place of business for resolution by litigation.
Chapter 14 Principles for the Repurchase and Cancellation of Restricted Shares
If the Company repurchases and cancels restricted shares in accordance with the provisions of this Incentive Plan, the repurchase price shall be the grant price, unless adjustments to the repurchase price are required under this Incentive Plan.
(1) Method for Adjusting the Repurchase Price
Upon completion of share registration for the restricted shares granted to the incentive recipients, if the Company undertakes any capitalization of capital reserves into share capital, distribution of stock dividends, stock splits, rights issues or reverse stock splits, or dividend payments—any event that affects the total share capital or the market price of the Company’s shares—the Company shall make corresponding adjustments to the repurchase price of the unvested restricted shares in accordance with the following adjustment methodology:
1 , capitalization of capital reserves into share capital, and distribution of stock dividends , Stock Split
P = P 0 ÷(1 plus n)
Among them: P For the adjusted repurchase price per restricted share, P 0 the grant price per restricted share; n The ratio of capitalization from the capital reserve, distribution of stock dividends, and stock splits (i.e., the number of shares added per share following capitalization, stock dividends, or a stock split).
2 , Rights Issue
P = P 0 times （ P 1 plus P 2 times n ) ÷[P 1 ×(1 plus n)]
Among them: P 1 The closing price on the record date for equity; P 2 the price for the rights issue; n The ratio of the rights issue (i.e., the number of shares to be issued under the rights issue divided by the company’s total share capital prior to the rights issue)
3 , share reduction
P = P 0 ÷n
Among them: P For the adjusted repurchase price per restricted share, P 0 the grant price per restricted share; n The stock consolidation ratio per share (i.e., 1 Stocks are reduced to n stocks).
4 , dividend payout
P = P 0-V
Among them: P 0 the per-share repurchase price of restricted shares prior to the adjustment; V the dividend per share; P For the adjusted repurchase price per restricted share. After dividend adjustment, P Must still be greater than 1。
(2) Procedures for Adjusting the Repurchase Price
The Company shall promptly convene a board of directors meeting to review the share repurchase price adjustment plan in accordance with the aforementioned provisions, submit the share repurchase plan to the shareholders’ meeting for approval in accordance with the law, and make timely public announcements.
(3) Procedures for Share Repurchase and Cancellation
When the Company implements share repurchases in accordance with the provisions of this Incentive Plan, it shall apply to the stock exchange for the release of restrictions on such restricted shares. Upon confirmation by the stock exchange, the securities registration and clearing institution shall handle the registration and settlement procedures.
Chapter Fifteen Supplementary Provisions
I. This Incentive Plan shall become effective upon approval by the Company’s Shareholders’ Meeting.
II. The Company’s Board of Directors shall be responsible for interpreting this Incentive Plan.
Board of Directors of Dalian Refrigeration Co., Ltd.
2016 year 9 month 13 day
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