Securities code: 300551 securities abbreviation: Shanghai Guao Electronic Technology Co.Ltd(300551) Announcement No.: 2022-014 Shanghai Guao Electronic Technology Co.Ltd(300551)
Announcement on granting restricted shares to incentive objects for the first time
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Important content tips:
First grant date of restricted shares: February 7, 2022
Number of restricted shares granted for the first time: 14.5 million shares
Equity incentive method: the second type of restricted stock
Initial grant price of restricted stock: 19.31 yuan / share
The conditions for the first grant of Restricted Shares specified in the Shanghai Guao Electronic Technology Co.Ltd(300551) 2022 restricted stock incentive plan (Draft) (hereinafter referred to as the "incentive plan") have been met, According to the authorization of the general meeting of shareholders to the board of directors in the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive deliberated and adopted by the first extraordinary general meeting of shareholders in 2022, the company held the 22nd Meeting of the Fourth Board of directors on February 7, 2022, The proposal on granting restricted shares to incentive objects for the first time was reviewed and approved, and it was agreed to grant 14.5 million class II restricted shares to 100 eligible incentive objects at the grant price of 19.31 yuan / share on February 7, 2022. The relevant matters are explained as follows:
1、 Brief description of equity incentive plan and relevant approval procedures performed
(I) brief description of restricted stock incentive plan
On February 7, 2022, the company held the first extraordinary general meeting of shareholders in 2022, deliberated and passed the proposal on the company's restricted stock incentive plan in 2022 (Draft) > and its summary and other relevant proposals. The main contents of the company's restricted stock incentive plan in 2022 (hereinafter referred to as "this incentive plan", "this plan" and "this incentive plan") are as follows:
1. Type of underlying stock: common stock A shares of the company.
2. Source of underlying stock: the company issues A-share common stock to the incentive object.
3. Initial grant price: 19.31 yuan / share.
4. Incentive objects: the incentive objects granted for the first time in this incentive plan are the directors, senior managers, middle managers and core backbone personnel of the company (including holding subsidiaries) (excluding independent directors, supervisors and foreign employees, as well as 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 specific distribution is as follows:
Serial number name Title proportion of restricted shares granted to the total number of granted shares to the number of votes (10000 shares) at the time of announcement of the incentive plan proportion of the total share capital of the company
1、 Directors and senior management
1 Li Ruiming, general manager 150.00 8.33% 0.49%
2 Jiang Xiaodan, director and deputy general manager, 30.00 1.67% 0.10%
Financial director
Chapter 3 director and deputy general manager of Xiangyu 20.00 1.11% 0.07%
4 director Hou Yaoqi 20.00 1.11% 0.07%
Subtotal 220.00 12.22% 0.72%
2、 Other incentive objects
Middle managers and key personnel (96 persons) 1230.00 68.33% 4.05%
Reserved part 350.00 19.44% 1.15%
Total 1800.00 100.00% 5.92%
Note: (1) the shares of the company granted by any of the above incentive objects through all effective equity incentive plans do 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 shall not exceed 20% of the total share capital of the company.
(2) The incentive objects of the plan do not include independent directors, supervisors and foreign employees, nor do they 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.
(3) The incentive objects of the reserved part shall be determined within 12 months after the incentive plan is considered and approved by the general meeting of shareholders. After the proposal of the board of directors, the explicit opinions of the independent directors and the board of supervisors, the professional opinions of lawyers and the legal opinions are issued, the company shall timely and accurately disclose the relevant information of the incentive objects on the designated website as required.
(4) If the total number in the above table is inconsistent with the mantissa of the sum of the sub item values, it is caused by rounding.
5. Validity period and ownership arrangement of incentive plan:
(1) Validity period of this incentive plan
The validity period of this incentive plan shall be no more than 60 months 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.
(2) Ownership arrangement of the incentive plan
The restricted shares granted by the incentive plan will be vested in several times according to the agreed proportion after the incentive object meets the corresponding vesting conditions. The vesting date must be the trading day, and the acquired restricted shares shall not be vested in the following periods: 1. Within 30 days before the announcement of the annual report and semi annual report of the listed company, the regular report shall be postponed due to special reasons
If the announcement date is announced, it shall be calculated from 30 days before the original appointment announcement date to 1 day before the announcement;
2. 10 days before the announcement of the quarterly report, performance forecast and performance express of the listed company;
3. From the date of major events that may have a great impact on the trading price of the company's shares and their derivatives or the date of entering the decision-making process to the date of disclosure according to law;
4. Other periods stipulated by the CSRC and Shenzhen Stock Exchange.
The above "major events" are transactions or other major events that the company should disclose in accordance with the listing rules.
The ownership proportion of each batch of restricted shares granted for the first time and reserved in the incentive plan is as follows:
Vesting arrangement vesting time number of vested interests in Grant
Proportion of total equity
12 months from the date of grant of the corresponding part of restricted shares
40% of restricted shares granted from the first trading day after the first vesting period to the corresponding part
The last trading day within 24 months from the date of grant
24 months from the date of grant of the corresponding part of restricted shares
30% of restricted shares granted from the first trading day after the second vesting period to the corresponding part
The last trading day within 36 months from the date of grant
36 months from the date of grant of the corresponding part of restricted shares
30% of restricted shares granted from the first trading day after the third vesting period to the corresponding part
The last trading day within 48 months from the date of grant
Restricted shares that have not been vested within the above agreed period or that cannot be applied for vesting due to failure to meet the vesting conditions shall not be vested, invalid and invalid.
The restricted shares granted to the incentive object but not yet vested, and the increased shares due to the conversion of the company's capital reserve into share capital, share distribution and other circumstances, are subject to the vesting conditions at the same time, and shall not be transferred, used for guarantee or debt repayment before vesting. If the restricted shares cannot be vested at that time, the shares obtained for the above reasons shall not be vested and shall be invalid.
6. Performance assessment requirements for the ownership of restricted shares
(1) Company level performance assessment requirements
The assessment year for the first granting of restricted shares is three fiscal years from 2022 to 2024, one assessment in each fiscal year, and the performance assessment objectives of each year are shown in the table below:
Performance assessment objectives in the attribution period
In the first vesting period, the operating revenue in 2022 shall not be less than 600 million yuan.
In the second vesting period, the operating revenue in 2023 shall not be less than 790 million yuan.
In the third vesting period, the operating revenue in 2024 shall not be less than 1.068 billion yuan.
Note: the above "operating income" is calculated based on the data of the company's audited consolidated financial statements.
If the reserved part is granted before the disclosure of the company's third quarter report in 2022, the performance evaluation of the reserved part is consistent with the first grant; If the reserved part is granted after the disclosure of the company's third quarter report in 2022, the performance assessment year of the reserved part is three fiscal years from 2023 to 2025, one assessment in each fiscal year, and the performance assessment objectives of each year are shown in the following table:
Performance assessment objectives in the attribution period
In the first vesting period, the operating revenue in 2023 shall not be less than 790 million yuan.
In the second vesting period, the operating revenue in 2024 shall not be less than 1.068 billion yuan.
In the third vesting period, the operating revenue in 2025 will not be less than 1.28 billion yuan.
Note: the above "operating income" is calculated based on the data of the company's audited consolidated financial statements.
If the company fails to meet the above performance assessment objectives, the restricted shares of all incentive objects planned to be vested in the current year shall not be vested or deferred to the next period, and shall be invalid.
(2) Performance appraisal requirements at individual level
According to the assessment methods formulated by the company, the performance assessment results of all incentive objects are divided into four grades: excellent, good, qualified and unqualified. At that time, the actual number of shares of incentive objects will be determined according to the corresponding ownership proportion at the individual level in the following assessment rating table:
Assessment results a - excellent B - good C - qualified D - unqualified
Personal ownership ratio 100% 100% 60% 0
If the company level performance assessment meets the standard, the actual ownership amount of the incentive object in the current year = the planned ownership amount of the individual in the current year × Personal ownership ratio.
If the restricted shares that the incentive object plans to belong to in the current period cannot be attributed or cannot be fully attributed due to assessment reasons, they will be invalid and cannot be deferred to future years.
If the company / company's shares change due to economic situation, market conditions and other factors, and it is difficult to continue to implement the incentive plan to achieve the incentive purpose, the board of directors and / or the general meeting of shareholders may decide to cancel the ownership or terminate the incentive plan for a batch / batches of restricted shares that have not been vested in the incentive plan after deliberation and confirmation.
(II) relevant approval procedures performed
1. On January 19, 2022, the company held the 21st Meeting of the 4th board of directors, deliberated and approved the proposal on the company's restricted stock incentive plan in 2022 (Draft) and its summary, and the proposal on the company's measures for the assessment and management of the implementation of the restricted stock incentive plan in 2022, The independent directors of the company expressed their independent opinions on the equity incentive plan.
2. On January 19, 2022, the company held the 14th meeting of the 4th board of supervisors, The proposal on the company's 2022 restricted stock incentive plan (Draft) and its summary, the proposal on the measures for the implementation and assessment of the company's 2022 restricted stock incentive plan, and the proposal on verifying the list of incentive objects granted by the company's 2022 restricted stock incentive plan for the first time were reviewed and approved. The board of supervisors of the company believes that this incentive plan is conducive to the sustainable development of the company and there is no obvious damage to the interests of the company and all shareholders.
3. From January 19, 2022 to January 28, 2022, the company publicized the list and positions of some incentive objects granted by the restricted stock incentive plan in 2022 for the first time on the company's internal website. During the publicity period, no suggestions on the publicity list of the incentive plan were received
