Securities code: 003001 securities abbreviation: Zhongyan Technology Co.Ltd(003001) Announcement No.: 2022-017 Zhongyan Technology Co.Ltd(003001)
Announcement on the completion of the reserved grant of restricted shares for equity incentive 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 number of restricted shares granted this time is 388893;
2. The number of restricted stock grants this time is 10;
3. Listing date of restricted shares: February 18, 2022.
In accordance with the measures for the administration of equity incentive of listed companies issued by the CSRC and the relevant rules of Shenzhen Stock Exchange and Shenzhen Branch of China Securities Depository and Clearing Co., Ltd, Zhongyan Technology Co.Ltd(003001) (hereinafter referred to as “the company”) has completed the granting and registration of the reserved part of restricted shares in the Zhongyan Technology Co.Ltd(003001) restricted stock incentive plan (Draft) (hereinafter referred to as “the incentive plan” or “the incentive plan”). The relevant information is hereby announced as follows:
1、 This restricted stock grant
(I) grant of restricted shares
1. Relevant approval procedures performed
(1) On January 19, 2021, the company held the 21st Meeting of the second board of directors, deliberated and adopted the proposal on the company’s restricted stock incentive plan in 2021 (Draft) and its summary, and the proposal on the company’s measures for the assessment and management of the implementation of the restricted stock incentive plan in 2021 Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive, etc. The independent directors expressed their independent opinions on the 2021 restricted stock incentive plan.
(2) On January 19, 2021, the company held the 10th meeting of the second board of supervisors, deliberated and adopted the proposal on the company’s 2021 restricted stock incentive plan (Draft) and its summary, the proposal on the company’s 2021 restricted stock incentive plan implementation assessment management measures, and the proposal on
(3) From January 27, 2021 to February 7, 2021, the company publicized the list of incentive objects of the incentive plan within the company. During the publicity period, the board of supervisors of the company did not receive any objection related to the proposed incentive objects of the incentive plan. On February 8, 2021, the board of supervisors of the company issued the explanation and verification opinions of the board of supervisors on the publicity of the list of incentive objects of the restricted stock incentive plan in 2021.
(4) On February 22, 2021, the company held the first extraordinary general meeting of shareholders in 2021, deliberated and approved the proposal on the company’s restricted stock incentive plan (Draft) in 2021 and its summary, and the proposal on the company’s measures for the assessment and management of the implementation of the restricted stock incentive plan in 2021 Proposals such as the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive, and disclosed the self inspection report on the trading of company shares by insiders and incentive objects of the restricted stock incentive plan in 2021.
(5) On March 3, 2021, the company held the 22nd Meeting of the second board of directors and the 11th meeting of the second board of supervisors, deliberated and adopted the proposal on adjusting the matters related to the 2021 restricted stock incentive plan and the proposal on granting restricted shares to incentive objects for the first time. Independent directors have expressed their independent opinions on matters related to this equity incentive plan. The board of supervisors agreed to adjust the number of incentive objects and granted rights and interests, and agreed that 59 incentive objects were granted restricted shares in accordance with the relevant provisions of the incentive plan.
(6) On January 14, 2022, the company held the 31st meeting of the second board of directors and the 19th meeting of the second board of supervisors, deliberated and adopted the proposal on adjusting the number of reserved restricted shares in the 2021 restricted stock incentive plan and granting reserved restricted shares to incentive objects. The independent directors have expressed their independent opinions on matters related to the equity incentive plan. The board of supervisors agreed to adjust the number of reserved restricted shares and agreed that 10 incentive objects were granted restricted shares in accordance with the relevant provisions of the incentive plan.
2. Grant date: January 14, 2022;
3. Grant price: 10.57 yuan / share;
4. Number of persons granted: 10;
5. Number of shares granted: 388893;
6. Stock source: the company issues A-share common stock to the incentive object;
7. Description of the difference between the actual granted quantity and the proposed granted quantity:
According to the incentive plan and relevant regulations, if the restricted shares, stock reduction and other matters are completed by the incentive object on the date of announcement of the incentive plan, the number of restricted shares shall be adjusted accordingly.
On April 28, 2021, the company held the 2020 annual general meeting of shareholders, deliberated and passed the proposal on the plan for profit distribution and conversion of capital reserve into share capital in 2020. Taking the total share capital of the company as 98385312 shares, the company distributed RMB 3.555725 in cash to all shareholders for every 10 shares and converted capital reserve into 2.963104 shares for every 10 shares. The scheme has been implemented on May 14, 2021.
According to the provisions of the company’s restricted stock incentive plan in 2021, the number of restricted shares reserved for this grant is adjusted as follows:
Q＝Q0 × (1 + n) = 300000 shares * (1 + 0.2963104 shares) ≈ 388893 shares
Where: Q0 is the number of restricted stocks before adjustment; N is the ratio of capital reserve per share converted into share capital, dividend distribution and subdivision of shares (i.e. the number of shares increased after conversion, dividend distribution or subdivision of each share); Q is the adjusted number of restricted shares.
In addition to the above adjustments, the incentive plan implemented by the company this time is consistent with the contents deliberated and adopted at the first extraordinary general meeting of shareholders in 2021.
(II) list of incentive objects granted with reserved restricted shares and their granting conditions:
1. List of granted objects
Serial number name job serial number name job
1 Liu Xinghua middle managers and core backbone 6 Kang Zengzhu middle managers and core backbone
2 susai middle managers and core backbone 7 Zhang Huijuan middle managers and core backbone
3 Zhang Zhihao middle managers and core backbone 8 Li yuezhai middle managers and core backbone
4 Gu Yuefeng middle managers and core backbone 9 Zhou Sicheng middle managers and core backbone
5 Luo Xiaoqing middle managers and core backbone 10 Zhang Guanghai middle managers and core backbone
2. Grant status
Proportion of the number of restricted shares granted to the total number of restricted shares (10000 shares)
The above 10 middle managers and core backbones 38.8893 19.87% 0.30%
Note: the difference in mantissa between the sum of the total of the above calculation results and the direct addition of each detailed number is caused by rounding.
2、 The validity period, sales restriction period and lifting arrangement of the incentive plan
1. Period of validity
The validity period of the incentive plan is from the date of completion of the registration of the restricted shares granted for the first time to the date when all the restricted shares granted to the incentive object are lifted or repurchased, with a maximum of 72 months.
2. Restricted period
The restricted shares granted for the first time in the incentive plan shall be restricted for 12 months, 24 months, 36 months and 48 months respectively from the date of completion of registration of the restricted shares granted accordingly. The reserved sales restriction period is consistent with the restricted shares granted for the first time. The restricted shares granted to the incentive object under this incentive plan shall not be transferred, used for guarantee or debt repayment before the restriction is lifted.
If the conditions for lifting the restrictions on sales in the current period are not fulfilled, the restricted shares shall not be lifted or deferred to the next period. After the expiration of the restriction, the company will handle the lifting of the restriction for the incentive objects who meet the conditions for lifting the restriction, and the restricted shares held by the incentive objects who do not meet the conditions for lifting the restriction will be repurchased by the company.
3. Arrangements for lifting sales restrictions
The release period of restricted shares reserved for grant in the incentive plan and the release schedule of each period are shown in the table below:
Release period release time release proportion
12 months after the completion of the reserved share grant registration
The last 25% within 24 months from the date of the first lifting of the sales restriction to the date of completion of reservation grant registration
End of one trading day
The first transaction of restricted shares reserved for grant after 24 months from the date of completion of registration of reserved grant
The last 25% within 36 months from the date of lifting the restriction on sale of tickets to the date of completion of reservation grant registration
End of one trading day
The first transaction after 36 months from the date of completion of reservation grant registration
The last 25% within 48 months from the date of reserved grant of restricted shares to the date of completion of registration of reserved grant
The first transaction of restricted shares reserved for grant is 48 months from the date of completion of registration of reserved grant
The last 25% within 60 months from the date of completion of reservation grant registration
The fourth release period of the ticket shall end on one trading day
For the restricted shares that have not applied for the lifting of the restriction within the above agreed period or the restricted shares of this period that cannot be applied for the lifting of the restriction due to the failure to meet the conditions for the lifting of the restriction, the company will repurchase the corresponding restricted shares of the incentive object that have not been lifted according to the principles specified in this incentive plan.
4. Performance assessment requirements of the incentive plan
(1) Company level performance assessment requirements
The assessment year for the lifting of restrictions on the sale of restricted shares granted for the first time in the incentive plan is four fiscal years from 2021 to 2024, one assessment in each fiscal year, and the performance assessment objectives of each year are shown in the table below:
Performance assessment objectives during the lifting of sales restrictions
The restricted shares granted for the first time are based on the net profit in 2020, and the net profit growth rate in 2021 is not less than
The first period of lifting the restrictions is 15%.
The restricted shares granted for the first time shall be based on the net profit in 2020, and the average growth rate of the net profit in the second lifting period in 2021 and 2022 shall not be less than 25%.
The restricted shares granted for the first time shall be based on the net profit in 2020, and the growth rate of the average net profit in the third lifting period of 2021, 2022 and 2023 shall not be less than 35%.
The restricted shares granted for the first time shall be based on the net profit in 2020, and the growth rate of the average net profit in 2021, 2022, the fourth lifting period in 2023 and 2024 shall not be less than 50%.
Note: 1. When calculating the above “net profit”, the influence value of share based payment expenses involved in all equity incentive plans of the company within the validity period is excluded as the calculation basis.
2. Growth rate of average net profit in 2021 and 2022 = [(net profit in 2021 + net profit in 2022) / 2 / net profit in 2020] – 1, and so on.
The performance assessment objectives reserved are consistent with those granted for the first time.
If the company fails to meet the above performance assessment objectives, the restricted shares of all incentive objects that plan to lift the restriction in the year of assessment shall not be lifted, and shall be repurchased by the company at the grant price.
(2) Performance appraisal requirements at individual level
The individual level assessment of incentive objects shall be implemented in accordance with the relevant assessment standards formulated by the company. The proportion of sales restrictions that can be lifted at the individual level (n) will be determined according to the individual assessment rating of the previous year:
Assessment rating a b c d e
Individual level lifting limit
100% 80% 60% 30% 0%
Sales ratio (n)
If the annual performance assessment at the company level meets the standard, the actual sales restriction amount of the incentive object in the current year = the planned sales restriction amount of the individual in the current year × The proportion of sales restrictions that can be lifted at the individual level (n).
Restricted shares that cannot be released in the year of assessment of incentive objects shall be repurchased by the company at the grant price. 3、 Capital verification of reserved subscription funds for restricted shares in this grant
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