Securities code: 000551 securities abbreviation: Create Technology & Science Co.Ltd(000551) Announcement No.: ls2022-a14 Create Technology & Science Co.Ltd(000551)
Announcement on granting restricted shares to incentive objects
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:
● restricted stock grant date: February 14, 2022
● number of restricted stock grants: 3904400 shares
● grant price of restricted shares: 5.29 yuan / share
Create Technology & Science Co.Ltd(000551) (hereinafter referred to as “the company”) held the second extraordinary meeting of the 10th board of directors in 2022 and the first extraordinary meeting of the 10th board of supervisors in 2022 on February 14, 2022, and deliberated and adopted the proposal on granting restricted shares to the incentive objects of the company’s 2021 restricted stock incentive plan. The conditions for the grant of the company’s 2021 restricted stock incentive plan (hereinafter referred to as the “incentive plan”) have been met. According to the authorization of the company’s first extraordinary general meeting in 2022, February 14, 2022 is now determined as the grant date, and 3904400 restricted shares are granted to 57 incentive objects at the grant price of RMB 5.29/share. The relevant matters are explained as follows:
1、 Brief introduction of incentive plan
1. Source of underlying stock
The source of the underlying stock involved in the incentive plan is the company’s directional issuance of A-share common stock to the incentive object.
2. Number of restricted shares granted
The number of restricted shares to be granted under the incentive plan shall not exceed 3904400 shares, accounting for 0.9759% of the total share capital of the company at the time of announcement of the draft incentive plan. This grant is a one-time grant without reserved rights and interests.
3. Grant object
The incentive objects of this plan are the company’s directors (excluding independent directors), senior managers and key personnel who served in the company when the company announced this incentive plan, which shall not exceed 57.
4. Grant price
The grant price is 5.29 yuan per share.
5. Validity period, sales restriction period and lifting of sales restriction arrangements:
The validity period of the plan shall be no more than 60 months from the date of completion of the registration of the grant of restricted shares to the date when all the restricted shares granted to the incentive object are lifted or repurchased.
The restricted sale periods of restricted shares granted under the incentive plan are 24 months, 36 months and 48 months respectively from the date of completion of the registration of the grant of restricted shares. After the expiration of the restriction period, it is the lifting of the restriction period. The lifting of the restriction period of the granted restricted shares and the lifting schedule of each period are shown in the table below:
The proportion of the number of restricted shares that can be lifted at the time of lifting the restrictions in the number of restricted shares
The first one is the first one after 24 months from the date of completion of the registration of the grant of restricted shares
36 months from the trading date to the completion of the registration of the grant of restricted shares 1 / 3
Until the last trading day within the period of lifting the restriction
The second is the first month after 36 months from the date of completion of the registration of the grant of restricted shares
1 / 3 of 48 months from the trading date to the date of completion of the registration of the grant of restricted shares
Until the last trading day within the period of lifting the restriction
The third is the first month after 48 months from the date of completion of the registration of the grant of restricted shares
1 / 3 of 60 months from the trading date to the date of completion of the registration of the grant of restricted shares
Until the last trading day within the period of lifting the restriction
6. Lifting of restrictions on sales
(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.
In case of any of the circumstances specified in article (1) above, the restricted shares granted to all incentive objects under this incentive plan but not lifted shall be repurchased by the company; If one of the circumstances specified in article (2) above occurs to an incentive object, the restricted shares granted to the incentive object under the incentive plan but not lifted shall be repurchased by the company.
(3) Company level performance assessment requirements
The restricted shares granted by the incentive plan shall be subject to annual performance evaluation and the restriction on sales shall be lifted. The evaluation shall be conducted once every fiscal year, and the achievement of the performance evaluation goal shall be taken as the condition for the lifting of the restriction on sales of the incentive object. The performance evaluation during the lifting of the restriction period is as follows:
Performance assessment objectives during the lifting of sales restrictions
(1) Based on the average operating income of the three years from 2018 to 2020, the operating income in 2021 shall not be lower than the base; The growth rate of operating revenue in 2022 shall not be less than 15%, and shall not be lower than the average level of the same industry.
The first lifting limit (2) is based on the average net profit deducted from non parent company in the three years from 2018 to 2020, and the net profit deducted from non parent company in 2021 is not lower than the base; In 2022, the growth rate of net profit deducted from non attributable parent company shall not be less than 15%, and shall not be lower than the average level of the same industry.
(3) The proportion of cash dividends in 2022 shall not be less than 15% of the net profit attributable to ordinary shareholders of Listed Companies in the consolidated statements of 2022.
(1) Based on the average value of operating revenue in the three years from 2018 to 2020, the average growth rate of operating revenue in the two years from 2022 to 2023 shall not be less than 20% and not lower than the average level of the same industry.
The second lifting limit (2) is based on the average value of non parent net profit deducted in the three years from 2018 to 2020. The average growth rate of non parent net profit deducted in the two years from 2022 to 2023 is not less than 20% and not lower than the average level of the same industry.
(3) The proportion of cash dividends in 2023 shall not be less than 15% of the net profit attributable to ordinary shareholders of Listed Companies in the consolidated statements of 2023.
(1) Based on the average value of operating revenue for the three years from 2018 to 2020, the average growth rate of operating revenue for the three years from 2022 to 2024 shall not be less than 25% and not lower than the average level of the same industry.
The third lifting limit (2) is based on the average net profit deducted from non parent company in the three years from 2018 to 2020. The average growth rate of net profit deducted from non parent company in the three years from 2022 to 2024 is not less than 25% and not lower than the average level of the same industry.
(3) The proportion of cash dividends in 2024 shall not be less than 15% of the net profit attributable to ordinary shareholders of Listed Companies in the consolidated statements of 2024.
Note: ① recognition of operating income: operating income includes main business income and other business income, and the amount is subject to the operating income in the consolidated income statement of the audited annual report.
② Determination of net profit deducted from non parent company: net profit attributable to shareholders of listed company after deducting non recurring profit and loss, and the calculation of this index does not include incentive cost.
③ If there is an extreme value (± 200%) in the relevant index data of enterprises in the same industry when calculating the average value of the same industry (according to the industry classification standard of the CSRC, Create Technology & Science Co.Ltd(000551) belongs to the “comprehensive” industry), the board of directors of the company shall eliminate the relevant samples according to the authorization of the general meeting of shareholders.
During the period of lifting the restriction, the company will handle the lifting of the restriction for the incentive objects who meet the conditions for lifting the restriction. If the company’s current performance level fails to meet the performance assessment objectives during each period of lifting the restriction, all restricted shares that can be lifted in the corresponding assessment year of incentive objects shall not be lifted, and the company shall repurchase according to the lower of the grant price and the stock market price at the time of repurchase (the average transaction price of the company’s underlying shares on the trading day before the board of Directors considers the repurchase).
(4) Performance appraisal requirements at the individual level of incentive objects
The individual assessment of incentive objects shall be conducted annually in accordance with the company’s measures for the administration of the assessment of the implementation of restricted stock incentive plan in 2021. The assessment results shall be determined by the individual performance assessment indicators. In principle, the performance assessment results are divided into four grades: A, B, C and D. The assessment and evaluation form is applicable to the assessment of all incentive objects involved in the incentive plan.
Total assessment score 90 ≤ x ≤ 100 75 ≤ x < 90 60 ≤ x < 75 x < 60
Assessment grade a excellent B good C pass D fail
Standard coefficient 1.0 1.0 0.8 0
Only after the incentive object passed the examination in the previous year can it be qualified to lift the restrictions on the sale of restricted shares in the current year. The actual amount of the individual lifting the restrictions in the current year = the standard coefficient × The individual plans to lift the sales restriction limit in the current year. When the annual incentive object fails to lift the restricted shares, the company shall repurchase the restricted shares according to the lower value of the grant price and the stock market price (the average trading price of the company’s underlying shares one trading day before the board of Directors considers the repurchase). 2、 Decision making procedures and information disclosure performed in this restricted stock grant
1. On November 5, 2021, the company held the first extraordinary meeting of the 10th board of directors in 2021, deliberated and adopted the plan on the company’s incentive plan for restricted shares in 2021 (Draft) and its summary) and other relevant proposals, and the independent directors expressed independent opinions on the relevant proposals; On the same day, the company held the first extraordinary meeting of the 10th board of supervisors in 2021, considered and approved the above proposal, and the board of supervisors verified the relevant matters of the incentive plan and issued relevant verification opinions.
2. From November 6, 2021 to November 15, 2021, the company publicized the names and positions of the objects to be encouraged in the incentive plan on the company’s website and bulletin board. The publicity period is 10 days in total. The company’s employees can put forward opinions to the company’s board of supervisors. As of the expiration of the publicity period, the board of supervisors of the company has not received any objection from any organization or individual to the incentive objects of the company’s incentive plan.
3. On January 18, 2022, the company received the reply of the Municipal State owned assets supervision and Administration Commission on the implementation of Create Technology & Science Co.Ltd(000551) restricted stock incentive plan (sgzk [2022] No. 1) forwarded by Suzhou Chuangyuan Investment Development (Group) Co., Ltd, The state owned assets supervision and Administration Commission of Suzhou Municipal People’s government agrees in principle that the company will implement the 2021 restricted stock incentive plan (Draft) (Announcement No.: ls2022-a01).
4. On January 29, 2022, the company disclosed the explanation and verification opinions of the board of supervisors on the publicity of the list of incentive objects of the company’s restricted stock incentive plan in 2021 (Announcement No.: ls2022-a06). The board of supervisors explained the publicity of the list of incentive objects of the incentive plan and issued verification opinions on the list of incentive objects.
5. On February 11, 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 2021 (Draft) and its summary and other relevant proposals, The company also issued the self inspection report on the trading of the company’s shares by insiders and incentive objects of the company’s restricted stock incentive plan in 2021 (Announcement No.: ls2022-a10).
6. On February 14, 2022, the company held the second extraordinary meeting of the 10th board of directors in 2022 and the first extraordinary meeting of the 10th board of supervisors in 2022, deliberated and adopted the proposal on granting restricted shares to the incentive objects of the company’s 2021 restricted stock incentive plan, and the independent directors of the company expressed independent opinions on the relevant proposals, The board of supervisors verified relevant matters and issued verification opinions.
3、 Notes of the board of directors on meeting the grant conditions
According to the provisions on the granting conditions of restricted shares in the company’s 2021 restricted stock incentive plan (Draft), the incentive object shall meet the following conditions 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 was denied by the certified public accountant
