Securities code: 603337 securities abbreviation: Jack Sewing Machine Co.Ltd(603337) Announcement No.: 2022-011 Jack Technology Co., Ltd
2022 stock option and restricted stock incentive plan
(Revised Draft) Abstract announcement
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 incentive: stock option and restricted stock.
Share source: the company issues A-share common stock to the incentive object.
The incentive plan plans to grant 9.5 million rights and interests to the incentive objects, involving RMB A-share common shares, accounting for about 2.13% of the company’s total share capital of 44586852 shares on the announcement date of the revised draft of the incentive plan. Among them, 7.714 million were granted for the first time, accounting for about 1.73% of the total share capital of the company on the announcement date of the incentive plan and 81.20% of the total rights and interests to be granted under the incentive plan; 1786000 reserved grants, accounting for about 0.40% of the total share capital of the company on the announcement date of the incentive plan and about 18.80% of the total rights and interests to be granted in the incentive plan. The reserved part does not exceed 20% of the total equity to be granted this time. The details of the grant are as follows:
(I) stock option incentive plan: the company plans to grant 4.75 million stock options to the incentive objects, involving RMB A-share ordinary shares, accounting for about 1.07% of the total share capital of the company on the announcement date of the revised draft of the incentive plan. Among them, 3857000 stock options were granted for the first time, accounting for about 0.87% of the total share capital of the company on the announcement date of the incentive plan and 81.20% of the total number of stock options to be granted in the incentive plan; 893000 stock options are reserved for grant, accounting for about 0.20% of the total share capital of the company on the announcement date of the incentive plan and about 18.80% of the total stock options to be granted in the incentive plan. Each stock option granted to the incentive object has the right to purchase one share of the company’s shares at the exercise price within the validity period when the exercise conditions are met.
(II) restricted stock incentive plan: the company plans to grant 4.75 million restricted shares to the incentive objects, involving RMB A-share common shares, accounting for about 1.07% of the total share capital of the company on the announcement date of the revised draft of the incentive plan, of which 3.857 million restricted shares are granted for the first time, accounting for about 0.87% of the total share capital of the company on the announcement date of the incentive plan, Accounting for about 81.20% of the total number of restrictions to be granted under the incentive plan; 893000 restricted shares are reserved for grant, accounting for about 0.20% of the total share capital of the company on the announcement date of the incentive plan and about 18.80% of the total number of restricted shares to be granted in the incentive plan. 1、 Basic information of the company:
(I) Company Profile:
Company name: Jack Technology Co., Ltd
English Name: Jack sewing machine Co., Ltd
Registered address: No. 1008, east section of Donghai Avenue, Sanjia, Jiaojiang District, Taizhou City, Zhejiang Province
Legal representative: Zhao Xinqing
Registered capital: 445.86852 million yuan
Date of establishment: August 27, 2003
Listing time: January 19, 2017
Business scope: general items: sewing machinery manufacturing; Sewing machinery sales; Ferrous metal casting; Manufacturing of household appliances; Sales of household appliances; Household appliances installation services; Repair of household appliances; Manufacturing of industrial automatic control system devices; Sales of industrial automatic control system devices; Software development; Software sales; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Leasing of machinery and equipment (except for projects subject to approval according to law, carry out business activities independently according to law with business license).
(II) main performance in recent three years:
Unit: 10000 yuan currency: RMB
Main accounting data 2020 2019 2018
Operating income 352141.65 360805.74 415150.07
Net profit attributable to shareholders of listed company 31370.36 30143.86 45424.86
Deduction attributable to shareholders of listed companies is not 17016.59 27856.90 44065.70
Net profit of recurring profit and loss
Net cash flow from operating activities 91436.22 25138.56 -2082.53
End of 2020 end of 2019 end of 2018
Net assets attributable to shareholders of listed companies 292463.77 265707.46 249016.42
Total assets 509752.29 417667.10 397820.42
Main financial indicators 2020 2019 2018
Basic earnings per share (yuan / share) 0.71 0.68 1.02
Diluted earnings per share (yuan / share) 0.71 0.68 1.02
After deducting non recurring profit and loss, the basic profit and loss is 0.38 0.63 0.99
Share income (yuan / share)
Weighted average return on net assets (%) 11.28 11.86 19.81
Weighted average after deducting non recurring profit and loss 6.03 10.96 19.22
Return on average net assets (%)
(III) composition of the company’s board of directors, board of supervisors and senior managers:
1. Composition of the board of directors
The current board of directors of the company consists of nine directors, namely: Chairman Zhao Xinqing, vice chairmen Ruan Jixiang, Ruan Ford and Ruan Jiming, directors Ruan Linbing and Qiu Yangyou, and independent directors Chen weiru, Wang Zhuo and Xie Huobao.
2. Composition of the board of supervisors
The current board of supervisors of the company is composed of three supervisors: Che Jianbo, chairman of the board of supervisors, Ruan Meiling, supervisor, and Wang Jiming, employee supervisor.
3. Composition of senior management
The company currently has five senior managers, namely Ruan Jixiang, Ruan Linbing, Xie yunjiao, Qiu Yangyou and Wu Li. 2、 Purpose of equity incentive plan
In order to further establish and improve the company’s long-term incentive mechanism, attract and retain excellent talents, fully mobilize the enthusiasm of the company’s employees, effectively combine the interests of shareholders, the company and the personal interests of managers, and enable all parties to pay common attention to the long-term development of the company, on the premise of fully protecting the interests of shareholders, according to the principle of reciprocity of income and contribution, This incentive plan is formulated in accordance with the company law, the securities law, the measures for the administration of equity incentive of listed companies and other relevant laws, regulations and normative documents, as well as the provisions of the articles of association. 3、 Equity incentive method and source of underlying stock
The equity incentive method of this incentive plan is to grant stock options and restricted shares to the incentive object.
The source of the underlying stock involved in the stock option incentive plan is the company’s directional issuance of A-share common stock to the incentive object. 4、 Number of stock options and restricted shares to be granted under the equity incentive plan
The incentive plan plans to grant 9.5 million rights and interests to the incentive objects, involving RMB A-share common shares, accounting for about 2.13% of the company’s total share capital of 44586852 shares on the announcement date of the revised draft of the incentive plan. Among them, 7.714 million were granted for the first time, accounting for about 1.73% of the total share capital of the company on the announcement date of the incentive plan and 81.20% of the total rights and interests to be granted under the incentive plan; 1786000 reserved grants, accounting for about 0.40% of the total share capital of the company on the announcement date of the incentive plan and about 18.80% of the total rights and interests to be granted in the incentive plan. The reserved part does not exceed 20% of the total equity to be granted this time. The details of the grant are as follows:
(I) stock option incentive plan: the company plans to grant 4.75 million stock options to the incentive objects, involving RMB A-share ordinary shares, accounting for about 1.07% of the total share capital of the company on the announcement date of the revised draft of the incentive plan. Among them, 3857000 stock options were granted for the first time, accounting for about 0.87% of the total share capital of the company on the announcement date of the incentive plan and 81.20% of the total number of stock options to be granted in the incentive plan; 893000 stock options are reserved for grant, accounting for about 0.20% of the total share capital of the company on the announcement date of the incentive plan and about 18.80% of the total stock options to be granted in the incentive plan. Each stock option granted to the incentive object has the right to purchase one share of the company’s shares at the exercise price within the validity period when the exercise conditions are met.
(II) restricted stock incentive plan: the company plans to grant 4.75 million restricted shares to the incentive objects, involving RMB A-share common shares, accounting for about 1.07% of the total share capital of the company on the announcement date of the revised draft of the incentive plan, of which 3.857 million restricted shares are granted for the first time, accounting for about 0.87% of the total share capital of the company on the announcement date of the incentive plan, Accounting for about 81.20% of the total number of restrictions to be granted under the incentive plan; 893000 restricted shares are reserved for grant, accounting for about 0.20% of the total share capital of the company on the announcement date of the incentive plan and about 18.80% of the total number of restricted shares to be granted in the incentive plan.
During the period from the date of the announcement of the revised draft of the incentive plan to the completion of the exercise of stock options or the registration of restricted shares by the incentive object, if the company has matters such as the conversion of capital reserve into share capital, the distribution of stock dividends, the division or reduction of shares, and the allotment of shares, the number of stock options and restricted shares and the total number of underlying shares involved will be adjusted accordingly. 5、 Scope and distribution of incentive objects of equity incentive plan
(I) basis for determining incentive objects
1. Legal basis for determining incentive objects
The incentive objects of the incentive plan are determined in accordance with the company law, securities law, administrative measures and other relevant laws and regulations, normative documents and the relevant provisions of the articles of association, and in combination with the actual situation of the company.
The incentive object of this incentive plan does not have the following circumstances that cannot be the incentive object specified in Article 8 of the management measures:
(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.
2. Job basis for determining incentive objects
The incentive objects of this incentive plan are directors, senior managers, core managers and professionals of the company (including consolidated statement subsidiaries) (excluding independent directors, supervisors, shareholders or actual controllers who individually or jointly hold more than 5% of the shares of the company and their spouses, parents and children). All incentive objects shall be nominated by the remuneration and assessment committee of the board of directors of the company and verified and determined by the board of supervisors of the company.
(II) scope of incentive objects
There are 219 incentive objects granted for the first time in this incentive plan, including:
1. Directors and senior managers;
2. Core managers and professionals.
The incentive objects involved in this incentive plan do not include 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.
Among the above incentive objects, directors must be elected by the general meeting of shareholders of the company, and senior managers must be appointed by the board of directors of the company. All incentive objects must have employment or labor relations with the company or its branches and subsidiaries when the company grants restricted shares and within the assessment period of this incentive plan.
The incentive object of the reserved grant 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 accurately disclose the relevant information of the incentive object on the designated website in time as required. If the incentive object is not specified for more than 12 months, the reserved rights and interests shall become invalid.
(III) verification of incentive objects
1. After the incentive plan is reviewed and approved by the board of directors, the company will publicize the names and positions of incentive objects internally for a period of no less than 10 days.
2. The board of supervisors of the company will review the list of incentive objects, fully listen to the publicity opinions, and disclose the explanation of the board of supervisors on the review and publicity of the list of incentive objects five days before the general meeting of shareholders of the company deliberates the incentive plan. The list of incentive objects adjusted by the board of directors of the company shall also be verified by the board of supervisors of the company.
(IV) distribution of stock options and restricted shares granted to incentive objects
Distribution of stock options granted by the incentive plan among incentive objects
