Securities code: 300474 securities abbreviation: Changsha Jingjia Microelectronics Co.Ltd(300474) Announcement No.: 2022-004 Changsha Jingjia Microelectronics Co.Ltd(300474)
Announcement on granting reserved stock options to incentive objects in 2021 stock option incentive plan
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.
Changsha Jingjia Microelectronics Co.Ltd(300474) (hereinafter referred to as “the company”). The conditions for granting reserved stock options stipulated in the 2021 stock option incentive plan (Draft) have been met. According to the authorization of the first extraordinary general meeting of shareholders in 2021, the company held the seventh meeting of the Fourth Board of directors and the sixth meeting of the Fourth Board of supervisors on February 9, 2022, The proposal on granting reserved stock options to incentive objects in 2021 stock option incentive plan was reviewed and approved, and it was agreed to determine February 9, 2022 as the reserved grant date, with the exercise price of 122.69 yuan / share, and to grant 1333000 stock options to 142 incentive objects. The relevant matters are explained as follows:
1、 Brief introduction of incentive plan
The Changsha Jingjia Microelectronics Co.Ltd(300474) 2021 stock option incentive plan (Draft) and its abstract have been adopted by the company’s first extraordinary general meeting in 2021. The main contents are as follows:
(I) stock source of stock options granted
The source of the underlying stock involved in this plan is the company’s directional issuance of A-share common shares to the incentive object.
(II) the distribution of stock options granted by the incentive plan among incentive objects is shown in the table below:
The proportion of the number of stock options granted by the position to the total number of stock options granted on the announcement date of the plan (10000 shares) and the proportion of the total share capital
Core management backbone and core technology
Technical (business) backbone (265 persons) 755.07 84.99% 2.51%
Reserve 133.30 15.01% 0.44%
Total 888.37 100.00% 2.95%
Note: 1. The incentive objects of this plan do not participate in the equity incentive plans of two or more listed companies, and there are no shareholders or actual controllers holding more than 5% shares of listed companies and their spouses, parents and children among the incentive objects.
2. The total amount of individual stock options granted to all incentive objects participating in the plan does not exceed 1% of the current total share capital of the company, and the total amount of subject shares involved in all effective incentive plans of the company does not exceed 20% of the total share capital of the company.
3. In 2021, the company’s stock option incentive plan was granted to 261 people for the first time, and the actual number of grants was 7.445 million, accounting for 2.47% of the total share capital of the company at that time. The company has completed the grant registration on June 4, 2021.
(III) exercise arrangement
The validity period of the stock option of the incentive plan is from the date of grant of the stock option to the date of exercise or cancellation of all the stock options granted to the incentive object, with a maximum of 60 months.
After 12 months from the first grant date, the incentive object shall exercise the stock option in three phases in the next 36 months. The exercisable date must be the trading day within the validity period of the incentive plan, but the exercise shall not be carried out within the following periods:
(1) Within 30 days before the announcement of the company’s periodic report, if the announcement date of the periodic report is delayed due to special reasons, it shall be calculated from 30 days before the original scheduled announcement date to 1 day before the announcement;
(2) Within 10 days before the announcement of the company’s performance forecast and performance express;
(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 2 trading days after disclosure according to law;
(4) Other periods stipulated by the CSRC and Shenzhen Stock Exchange.
The exercise period of stock options granted for the first time in the incentive plan and the exercise schedule of each period are shown in the table below:
Exercise arrangement exercise time exercise proportion
The first grant part is from the first trading day after 12 months from the first grant date to the first grant date
30% on the last trading day within 24 months from the date of the first exercise period
The first grant part is from the first trading day after 24 months from the first grant date to the first grant date
30% on the last trading day within 36 months from the date of the second exercise period
The first grant part is from the first trading day after 36 months from the first grant date to the first grant date
40% on the last trading day within 48 months from the date of the third exercise period
The exercise period reserved for granting stock options and the exercise schedule of each period are shown in the table:
If the reserved stock option is granted in 2021, the exercise schedule of each period of the reserved stock option is as follows:
Exercise arrangement exercise time exercise proportion
The reserved grant part shall be reserved for 30% from the first trading day after 12 months from the reserved grant date
The last trading day within 24 months from the grant date of the first exercise period
The reserved grant part shall be from the first trading day after 24 months from the reserved grant date to the reserved grant date
30% on the last trading day within 36 months from the grant date of the second exercise period
The reserved grant part is from the first trading day after 36 months from the reserved grant date to the reserved grant date
40% on the last trading day within 48 months from the grant date of the third exercise period
If the reserved stock option is granted in 2022, the exercise schedule of each period of the reserved stock option is as follows:
Exercise arrangement exercise time exercise proportion
The reserved grant part is from the first trading day after 12 months from the reserved grant date to the reserved grant date
From the first day of the first month of the trading period on which the right is granted
The reserved grant part is from the first trading day after 24 months from the reserved grant date to the reserved grant date
50% on the last trading day within 36 months from the grant date of the second exercise period
(IV) exercise conditions for granting stock options
During the exercise period, the stock options granted to the incentive object can be exercised only when the following conditions are met at the same time:
1. The company is not under any of the following circumstances:
(1) The financial and accounting report of the most recent fiscal year is an audit report with a negative opinion or unable to express an opinion issued by a certified public accountant;
(2) The internal control of the financial report of the latest fiscal year is an audit report with a negative opinion or unable to express an opinion issued by a certified public accountant;
(3) Failure to distribute profits in accordance with laws and regulations, articles of association and public commitments within the last 36 months after listing;
(4) Equity incentive is not allowed according to laws and regulations;
(5) Other circumstances recognized by the CSRC.
2. The incentive object does not have any of the following situations:
(1) Being identified as an inappropriate candidate by the stock exchange within the last 12 months;
(2) In the last 12 months, it has been identified as an inappropriate candidate by the CSRC and its dispatched offices;
(3) 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;
(4) Those who are not allowed to serve as directors or senior managers of the company as stipulated in the company law; (5) Those who are not allowed to participate in the equity incentive of listed companies according to laws and regulations;
(6) Other circumstances recognized by the CSRC.
(V) performance assessment requirements for exercise
1. Company level performance assessment requirements
(1) The annual performance assessment objectives of some stock options granted for the first time are shown in the table below:
Performance assessment objectives during the exercise period
The first grant is based on the net profit in 2020, and the net profit growth rate in 2021 will not be less than 30%
First exercise period
The first grant is based on the net profit in 2020, and the net profit growth rate in 2022 will not be less than 50%
Second exercise period
The first grant is based on the net profit in 2020, and the net profit growth rate in 2023 will not be less than 100%
The third exercise period
(2) The annual performance assessment objectives of some stock options reserved for grant are shown in the table below:
1) If the reserved stock options are granted in 2021, the annual performance evaluation objectives of the reserved stock options are as follows:
Performance assessment objectives during the exercise period
The reserved grant part is based on the net profit in 2020, and the net profit growth rate in 2021 shall not be less than 30%
First exercise period
The reserved grant part is based on the net profit in 2020, and the net profit growth rate in 2022 shall not be less than 50%
Second exercise period
The reserved grant part is based on the net profit in 2020, and the net profit growth rate in 2023 shall not be less than 100%
The third exercise period
2) If the reserved stock options are granted in 2022, the annual performance assessment objectives of the reserved stock options are as follows:
Performance assessment objectives during the exercise period
The reserved grant part is based on the net profit in 2020, and the net profit growth rate in 2022 shall not be less than 50%
First exercise period
The reserved grant part is based on the net profit in 2020, and the net profit growth rate in 2023 shall not be less than 100%
Second exercise period
Note: the above “net profit growth rate” refers to the net profit attributable to the shareholders of the listed company after deducting non recurring profits and losses, and does not consider the impact of share based payment expenses generated by the equity incentive plan on the net profit.
If the company fails to meet the above performance assessment objectives, the stock options of all incentive objects planned to exercise in the current year shall not be exercised and shall be cancelled by the company.
2. Performance appraisal requirements at individual level
The company will score the comprehensive assessment of the incentive object in each assessment year. If the performance assessment at the corresponding company level reaches the standard, the actual exercisable amount of the incentive object in the current year = the annual assessment coefficient at the individual level × The amount of individual plan exercisable in the current year.
The performance evaluation results of incentive objects are divided into four grades: A, B, C and D. the evaluation form is applicable to the evaluation objects. At that time, the exercise shares of incentive objects will be determined according to the following table:
Evaluation criteria a B C D
Assessment coefficient 1.0 0.9 0.5 0
Incentive objects can exercise their rights according to the actual exercisable amount corresponding to the assessment results, and the part not exercised in the current period shall be cancelled by the company.
2、 Decision making procedures and information disclosure performed
1. On January 25, 2021, the company held the 27th meeting of the third board of directors, deliberated and passed the proposal on and its summary, and the proposal on < Changsha Jingjia Microelectronics Co.Ltd(300474) 2021 stock option incentive plan implementation assessment management measures Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company's 2021 stock option incentive plan, announcement on the temporary suspension of the general meeting of shareholders after the board of directors, etc. Independent directors of the company expressed independent opinions.
2. On January 25, 2021, the company held the 25th meeting of the third board of supervisors, deliberated and passed the proposal on and its summary, and the proposal on < Changsha Jingjia Microelectronics Co.Ltd(300474) 2021 stock option incentive plan implementation and assessment management measures Proposal on verifying the list of incentive objects of stock option incentive plan in Changsha Jingjia Microelectronics Co.Ltd(300474) 2021.
3. From January 29, 2021 to February 7, 2021, the company publicized the names and positions of the list of incentive objects granted this time in the company. During the publicity period, the board of supervisors of the company did not receive any objection related to the incentive objects proposed in the incentive plan. On March 31, 2021, the board of supervisors of the company issued the statement of the board of supervisors on the review opinions and publicity of the list of incentive objects first granted by the company’s 2019 stock option incentive plan.
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