Securities code: 603690 securities abbreviation: Pnc Process Systems Co.Ltd(603690) Announcement No.: 2022-013 Pnc Process Systems Co.Ltd(603690) about
Announcement of the summary of the fourth stock option and restricted stock incentive plan (Draft)
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Important content tips:
Equity incentives: stock options and restricted stocks
Source of shares: the company’s RMB A-share ordinary shares issued to the incentive objects
Total rights and interests of equity incentive and the total number of underlying shares involved: the total rights and interests of incentive objects to be granted in the incentive plan are 3 million, and the type of underlying shares involved is RMB A-share common shares, accounting for 0.94% of the total share capital of the company on the announcement date of the draft incentive plan, of which the total number of rights and interests granted for the first time is 2.4 million, Accounting for 80.00% of the total equity to be granted under the incentive plan and 0.75% of the total share capital of the company on the announcement date of the draft incentive plan; 600000 copies are reserved, accounting for 20.00% of the total equity to be granted in the incentive plan and 0.19% of the total share capital of the company on the announcement date of the draft incentive plan.
1、 Basic information of the company
(I) Company Profile
Company name: {603}
English Name: PNC Process Systems Co., Ltd
Listing date: January 13, 2017
Registered address: No. 170, Zihai Road, Minhang District, Shanghai
Registered capital: 318500474 yuan
Legal representative: Jiang Yuan
Main business: engaged in technology development, technology transfer, technical consultation and technical services in the professional fields of electronics, optical fiber, bioengineering and environmental protection technology, design and installation of water treatment system and clean room workshop, technical consulting services, sales of electromechanical products, communication equipment and related products, instruments and meters, computers and accessories, building materials and stainless steel products, Installation of mechanical and electrical equipment (except special control), production of mechanical equipment (limited to building 2, No. 170, Zihai Road), design and processing, import and export business of goods and technology, quality inspection technical services, repair of measuring instruments, technical consultation, technical service, technology development and technology transfer in the professional field of measurement and calibration science and technology, wholesale and retail of measuring instruments and meters. [for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments]
(II) governance structure
The board of directors of the company consists of 5 directors, including 2 independent directors; The board of supervisors of the company consists of three supervisors
Cheng, including one employee supervisor; There are four senior executives in the company.
(III) performance in recent three years
1. Main accounting data
Main accounting data 2020 2019 2018
Operating income (10000 yuan) 1397056129.25 986439195.28 674090652.58
Net profit attributable to shareholders of listed company: 260599716.15 110253658.09 32439104.73
Deduction of 110639917.21 90540408.48 28714667.45 attributable to shareholders of the listed company, except for the net profit of recurring profit and loss
Net cash flow from operating activities -280927495.31 -110943360.72 -52829726.47
End of 2020 end of 2019 end of 2018
Net assets attributable to shareholders of listed companies: 3142734673.53 1482921547.43 435654184.82
Total assets 5956662795.43 3257106531.99 1453849863.04
2. Main financial indicators
Main financial indicators in 2018
Basic earnings per share (yuan / share) 1.013 0.455 0.155
Diluted earnings per share (yuan / share) 0.987 0.453 0.155
After deducting non recurring profit and loss, the base is 0.430 0.373 0.137 earnings per share (yuan / share)
Weighted average return on net assets 16.03 10.10 7.71 (%)
Average return on net assets after deducting non recurring profits and losses plus 6.81 8.29 6.82 rights (%)
2、 Purpose and principle of this incentive plan
In order to further improve the corporate governance structure, promote the company to establish and improve the long-term incentive mechanism and restraint mechanism, enhance the sense of responsibility and mission of the company’s management team and core backbone for the sustainable and healthy development of the company, effectively combine the interests of shareholders, the company and core employees, and ensure the realization of the company’s development objectives, the company The incentive plan is formulated in accordance with the provisions of the securities law, administrative measures and other relevant laws, regulations and normative documents as well as the articles of association.
3、 Equity incentive method and source of underlying stock
(I) incentive mode
The incentive mode of this incentive plan is stock option and restricted stock
(II) stock source
The subject stock of the incentive plan comes from the company’s RMB A-share common stock issued by the company to the incentive object.
4、 Number of rights and interests to be granted
The incentive plan plans to grant 3 million rights and interests to the incentive objects, and the subject stock involved is RMB A-share ordinary shares, accounting for 0.94% of the total share capital of the company on the announcement date of the draft incentive plan, of which the total number of rights and interests granted for the first time is 2.4 million, accounting for 80.00% of the total rights and interests to be granted in the incentive plan, Accounting for 0.75% of the total share capital of the company on the announcement date of the draft incentive plan; 600000 copies are reserved, accounting for 20.00% of the total equity to be granted in the incentive plan and 0.19% of the total share capital of the company on the announcement date of the draft incentive plan. The total number of underlying shares involved in the equity incentive plan within the whole validity period of the company does not exceed 10% of the total share capital of the company. The 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.
5、 Scope of incentive objects and the number of rights and interests granted to them
(I) basis for determining incentive objects
1. Legal basis for determining incentive objects
The incentive objects of the plan are determined in accordance with the company law, securities law, administrative measures and other relevant laws, administrative regulations, normative documents and the articles of association, and in combination with the actual situation of the company.
2. Job basis for determining incentive objects
The incentive objects of this incentive plan are some directors, senior managers and core technology (business) backbone of the current company (including subsidiaries), excluding independent directors and supervisors of the company, 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 list of personnel who meet the scope of incentive objects of the incentive plan shall be drawn up by the salary and assessment committee and verified and determined by the board of supervisors of the company.
(II) number of incentive objects
The total number of incentive objects involved in this incentive plan is 76, including:
1. Senior management of the company
2. Core technology (business) backbone;
The above incentive objects do not include the company’s 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. All incentive objects must work in the company (including subsidiaries) during the assessment period of the incentive plan and have signed labor contracts or employment contracts with the company or its subsidiaries.
The incentive object of reserved rights and interests shall be determined by the board of directors of the company within 12 months after the plan is considered and approved by the general meeting of shareholders. If the incentive object is not specified for more than 12 months, the reserved rights and interests shall become invalid. The grant of reserved rights and interests shall be proposed by the board of directors, verified by the board of supervisors, and lawyers shall give professional opinions and issue legal opinions. The company shall timely and accurately disclose the relevant information of incentive objects on the designated website as required. The criteria for determining the reserved incentive object shall be determined with reference to the criteria for the first award.
(III) list of incentive objects and distribution of rights and interests to be granted
The stock options granted by the incentive plan are distributed among the incentive objects according to the following proportion:
Stock options granted the proportion of stock options granted to the current total share capital of the total number of stock options granted (10000 shares)
Core technical (business) personnel 132 80.00% 0.41%
(67 persons in total)
Reserve 33 20.00% 0.10%
Total 165 100% 0.52%
Caused by five entry, the same below.
The restricted shares of the incentive plan shall be distributed among the incentive objects according to the following proportion:
Restricted shares granted restricted shares granted proportion of restricted shares granted
Name title number of shares (10000 shares) total number of restricted shares granted accounting for current total shares
Proportion of number
Lu Lei, chief financial officer 20 14.81% 0.06%
Shen Yilin, deputy general manager 20 14.81% 0.06%
Core backbone (7 persons in total) 68 50.37% 0.21%
Reserved 27 20.00% 0.08%
Total 135 100.00% 0.42%
(IV) the above incentive objects do not include the company’s 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.
(V) the incentive object does not participate in the equity incentive plan of two or more listed companies at the same time. (VI) during the implementation of the equity incentive plan, if the incentive object does not comply with the provisions of the management measures and the equity incentive plan, the company will terminate its right to participate in the incentive plan and cancel its granted but not exercised stock options; Repurchase and cancel the restricted shares granted but not lifted at the grant price.
6、 Exercise price, grant price and determination method
(I) exercise price of stock option and determination method of exercise price
1. Exercise price of stock option granted for the first time
The exercise price of the granted stock option is 46.50 yuan / share. That is, after the exercise conditions are met, each stock option granted to the incentive object can purchase one share of the company’s stock at the price of 46.50 yuan.
2. Method for determining the exercise price of stock options granted for the first time
The exercise price of the granted stock option shall not be lower than the par value of the stock, and shall be determined according to the higher of the following two prices:
(1) The average trading price of the company’s shares on the trading day before the announcement of the draft incentive plan is 42.272 yuan per share;
(2) The average trading price of the company’s shares 20 trading days before the announcement of the draft incentive plan is 46.492 yuan per share.
3. Method for determining the exercise price of reserved stock options
The directors’ meeting shall be held before each grant of reserved stock options
