Securities code: 002415 securities abbreviation: Hangzhou Hikvision Digital Technology Co.Ltd(002415) Announcement No.: 2022-011 Hangzhou Hikvision Digital Technology Co.Ltd(002415)
Announcement on the completion of share grant of restricted stock plan in 2021
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.
Special tips:
1. The company's 2021 restricted stock plan grants 9738 incentive objects this time, and the total amount of restricted shares granted is 97402605 shares, accounting for 1.04% of the total share capital of the company before the grant;
2. The source of the restricted shares granted this time is the issuance of new shares to the incentive object. The status of the shares is shares with limited sales conditions, and the listing date is February 11, 2022.
The 8th meeting of the 5th board of directors of Hangzhou Hikvision Digital Technology Co.Ltd(002415) (hereinafter referred to as " Hangzhou Hikvision Digital Technology Co.Ltd(002415) " or "the company") passed the proposal on granting restricted shares to the incentive objects of the restricted stock plan in 2021. According to the measures for the administration of equity incentive of listed companies and other relevant laws, regulations, departmental rules and normative documents, As well as the 2021 restricted stock plan (Revised Draft) and authorization adopted by the company's first extraordinary general meeting in 2022, the board of directors of the company completed the share grant and registration of the 2021 restricted stock plan. The relevant information is described as follows:
1、 Details of shares granted under the restricted stock plan in 2021
1. Share source: Hangzhou Hikvision Digital Technology Co.Ltd(002415) a ordinary shares issued by the company to the incentive object;
2. Grant date: January 18, 2022;
3. Grant price: 29.71 yuan / share;
4. Grant object and quantity: in the process of determining the fund payment after the grant date, some incentive objects lost their qualification due to resignation, and some incentive objects partially or completely abandoned their subscription due to personal reasons. Therefore, the actual grant object of the company's 2021 restricted stock plan is 9738 people, and the actual granted shares are 97402605 shares, Accounting for 1.04% of the total share capital of the company on the date of grant. The specific distribution is shown in the table below:
Proportion (%) of the number of shares granted in the total number of shares granted in this time (%)
1 Xu Ximing Senior Deputy General Manager 90000 0.09% 0.0010%
2 Huang Fanghong Senior Deputy General Manager 80000 0 0.08% 0.0009%
3 Pu Shiliang Senior Deputy General Manager 90000 0.09% 0.0010%
4 Jinyan Senior Deputy General Manager 80000 0 0.08% 0.0009%
5 Xu Peng Senior Deputy General Manager 70000 0.07% 0.0007%
Proportion (%) of the number of shares granted per capita to the total number of shares (shares) of the incentive object in the total share capital (%)
5 senior managers in total 82000 410000 0.42% 0.0044%
135 middle managers, 27476 3709310 3.81% 0.0397%
Other grass-roots managers, 824 in total, 15667 12909820 13.25% 0.1383% incentive
Target: 8774 core employees, 9160 80373475 82.52% 0.8609%
Subtotal, 9733 persons in total 9965 96992605 99.58% 1.0389%
Total number of awards: 9738 persons 10002 97402605 100.00% 1.0433%
The above 9738 incentive objects are the company's website (www.hikvision. Com.) on December 31, 2021 The list of incentive objects of the restricted stock plan in 2021 published and posted on cninfo.com.cn on January 19, 2022 The personnel listed in the list of incentive objects of the 2021 restricted stock plan (after adjustment) publicized.
5. Impact of this grant on the company's operating performance
The cost of restricted shares granted under this grant plan shall be amortized within the effective waiting period. Therefore, the amortization of the cost of restricted stock will have a certain impact on the company's operating performance.
The fair value (i.e. unit cost) of the restricted stock granted this time is determined based on the difference between the closing price of the underlying stock (50.73 yuan / share) and the grant price (29.71 yuan / share) on the grant date, which is 21.02 yuan / share. The total accounting cost of this grant is about 2047402800 yuan (97402605 shares) × 21.02 yuan / share).
According to the requirements of Chinese accounting standards, the impact on the accounting cost of subsequent years is shown in the following table (subject to the amount finally recognized by the accounting firm):
Year 2022 2023 2024 2025 2026
Annual amortization amount 70379.47 76777.60 39241.89 17061.69 1279.63 (RMB, 10000 yuan)
Note: the final result of the impact of the above cost amortization forecast on the company's operating results will be subject to the annual audit report issued by the accounting firm.
2、 Statement on the consistency between the restricted shares granted to the incentive object and the previous deliberation of the company by the board of directors the proposal on granting restricted shares to the incentive object of the restricted stock plan in 2021 was deliberated and adopted at the eighth meeting of the Fifth Board of directors of the company. According to the authorization of the first extraordinary general meeting of the company in 2022, The board of directors agrees that the company will grant 99417229 restricted shares to 9933 incentive objects of the restricted stock plan in 2021. The grant date is January 18, 2022, and the grant price is 29.71 yuan / share.
In the process of determining the fund payment after the grant date, some incentive objects lost their qualification due to resignation, and some incentive objects partially or completely abandoned their subscription for personal reasons. Therefore, the actual grant objects of the company's restricted stock plan in 2021 were 9738, and the actual granted shares were 97402605, accounting for 1.04% of the total share capital of the company at the date of grant.
In addition to the above circumstances, the granting of restricted shares to incentive objects is consistent with the situation considered at the eighth meeting of the Fifth Board of directors of the company.
3、 Arrangements for the restricted sale period of shares granted under the restricted stock plan in 2021
1. The lock-in period of the underlying stock is 24 months after the grant date, and the underlying stock held by the incentive object under the plan will be locked and may not be transferred in any form;
2. The unlocking period is from 24 months to 60 months after the grant of restricted shares (including the locking period). During the unlocking period, if the unlocking conditions specified in the plan are met, the granted restricted shares will be unlocked three times:
The first unlocking period is from 24 months to 36 months after the grant date, and the number of unlocked shares is 40% of the total number of shares awarded at that time (including the subject shares invested and purchased by the incentive object);
The second unlocking period is from 36 months to 48 months after the grant date, and the number of unlocked shares is 30% of the total number of awarded shares (including the subject shares invested and purchased by the incentive object);
The third unlocking period is from 48 months to 60 months after the grant date, and the number of unlocked shares is 30% of the total number of awarded shares (including the subject shares invested and purchased by the incentive object).
During the unlocking period, after the board of directors confirms that the unlocking conditions are met in the current period, the incentive object can apply for unlocking the corresponding proportion of restricted shares within the unlocking window period determined by the board of directors. The part that has not applied for unlocking in the current period will not be unlocked and will be repurchased and cancelled by the company; If the unlocking conditions are not met in any period of the unlocking period, the restricted shares that can be applied for unlocking in the current period shall not be unlocked and shall be cancelled after being repurchased by the company.
4、 Capital verification of share subscription funds granted by restricted stock plan in 2021
Tianjian Certified Public Accountants (special general partnership) issued the capital verification report (tjy [2022] No. 39) on January 26, 2022, holding that:
After our verification, as of January 24, 2022, your company has received the contribution of RMB 2893831394.55 paid in monetary capital by 9738 incentive objects such as Xu Ximing, including RMB ninety-seven million four hundred and two thousand six hundred and five (¥ 97402605.00) in the paid in share capital and RMB 2796428789.55 in the capital reserve (share capital premium).
At the same time, we note that the registered capital of your company before this capital increase is RMB 9335806114.00 and the paid in share capital is RMB 9335806114.00, which has been verified by Zhonghui Certified Public Accountants (special general partnership) and issued the capital verification report (Zhonghui kuaiyan [2021] No. 5397) on June 4, 2021. As of January 24, 2022, the registered capital after the change is RMB 9433208719.00, and the accumulated paid in share capital is RMB 9433208719.00.
5、 Listing date of shares granted under the restricted stock plan in 2021
The share grant date of the company's restricted stock plan in 2021 is January 18, 2022, and the listing date of the granted shares is February 11, 2022.
The granting date and listing date of the company's restricted stock plan in 2021 are trading days, and do not belong to the following periods:
1) Within 30 days before the announcement of the company's periodic report;
2) Ten 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 or the date of entering the decision-making procedure to two trading days after disclosure according to law;
4) Other periods prescribed by the CSRC and the stock exchange.
6、 Changes in shares of listed companies
1. Changes in share structure
After the grant of the company's restricted stock plan in 2021, the total share capital of the company will be changed from 9335806114 shares to 9433208719 shares. The changes in the company's share capital structure are as follows:
Unit: shares
Before and after this change
Quantity proportion quantity proportion
1、 Shares with limited sales conditions 193054345 2.07% + 97402605 290456950 3.08%
Executive lock up shares 124291662 1.33% 124291662 1.32%
Equity incentive restricted shares 68762683 0.74% + 97402605 166165288 1.76%
2、 Shares without sale conditions 9142751769 97.93% 9142751769 96.92%
3、 Total shares 9335806114 100.00% + 97402605 9433208719 100.00%
Note: the final change of the share structure is subject to the data of China Securities Depository and Clearing Co., Ltd.
2. Change in shareholding ratio of controlling shareholders
The controlling shareholder CLP Haikang Group Co., Ltd. holds 3403879509 shares of the company, accounting for 36.46% of the total share capital of 9335806114 shares before the completion of the grant, accounting for
