Securities code: 002973 securities abbreviation: Qiaoyin City Management Co.Ltd(002973) Announcement No.: 2022-017 bond Code: 128138 bond abbreviation: Overseas Chinese bank convertible bond
Qiaoyin City Management Co.Ltd(002973)
Announcement on granting stock options to incentive objects for the first time
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.
The 41st meeting of the second board of directors of Qiaoyin City Management Co.Ltd(002973) (hereinafter referred to as “the company”) deliberated and adopted the proposal on granting stock options to incentive objects for the first time. The board of directors agreed to grant 5.47 million stock options to 75 incentive objects on February 16, 2022. The relevant matters are explained as follows:
1、 Brief description of stock option incentive plan and relevant approval procedures performed
(I) brief description of the incentive plan
The company’s 2022 stock option incentive plan (Draft) (hereinafter referred to as the “incentive plan”) and its summary have been deliberated and approved at the first extraordinary general meeting of shareholders in 2022. The main contents of the incentive plan are as follows:
1. Stock source of the incentive plan: the company issues A-share common stock to the incentive object. 2. Incentive objects: the incentive objects of this incentive plan include the company’s directors, senior managers and other personnel that the board of Directors considers should be encouraged (excluding the company’s 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).
3. Exercise arrangement
The exercise arrangement of stock options granted for the first time is shown in the table below:
Exercise arrangement exercise time exercise proportion
The first exercise period shall be from the first trading day 12 months after the completion of the first grant registration to the first 30%
The last trading day within 24 months from the date of completion of the grant registration
The second exercise period is from the first trading day 24 months after the completion of the first grant registration to the first 30%
The last trading day within 36 months from the date of completion of the grant registration
The third exercise period is from the first trading day 36 months after the completion of the first grant registration to the first 40%
The last trading day within 48 months from the date of completion of the grant registration
4. Exercise price: the exercise price of stock options (including reserved) granted by the incentive plan is 15.20 yuan / share.
5. Exercise conditions of stock options
(1) Company level performance appraisal
The corresponding assessment year for the exercise of stock options granted for the first time in the incentive plan is three fiscal years from 2022 to 2024, and the assessment is conducted once in each fiscal year. The performance assessment objectives at the company level are shown in the table below:
Performance appraisal objectives of exercise arrangement
The first exercise period is based on the operating revenue in 2021, and the growth rate of operating revenue in 2022 shall not be less than 30%
The second exercise period is based on the operating revenue in 2021, and the growth rate of operating revenue in 2023 shall not be less than 65%
The third exercise period is based on the operating revenue in 2021, and the growth rate of operating revenue in 2024 shall not be less than 100%
Note 1: the above indicators of “operating revenue” and “operating revenue growth rate” are calculated based on the data contained in the audited consolidated financial statements of the company. Note 2: the above company level performance assessment objectives do not constitute the company’s performance prediction and substantive commitment to investors.
During each exercise period, if the company fails to meet the corresponding performance assessment objectives, the stock options granted but not exercised by all incentive objects in the corresponding assessment year shall not be exercised and shall be cancelled by the company.
(2) Individual level performance appraisal
The performance appraisal of the incentive object shall be carried out in accordance with the relevant provisions of the company’s current salary and performance appraisal. The performance appraisal results of the incentive object are divided into five grades: “s (excellent)”, “a (excellent)”, “B (general)”, “C (to be improved)” and “d (poor)”. During each exercise period, the actual number of stock options exercisable by the incentive object in the current period is determined according to the corresponding performance appraisal results, as shown in the following table:
Performance appraisal grade s (excellent) a (excellent) B (average) C (to be improved) d (poor)
Proportion of exercisable rights 100% 0%
In each exercise period, if the company meets the corresponding performance assessment objectives, the actual number of stock options that can be exercised by the incentive object in the current period = the number of stock options that the individual plans to exercise in the current period × The proportion of exercisable rights, and the stock options that cannot be exercised in the due period shall be cancelled by the company.
(II) relevant approval procedures performed
1. On January 24, 2022, the company held the 40th meeting of the second board of directors, The proposal on the 2022 stock option incentive plan (Draft) and its summary, the proposal on the assessment and management measures for the 2022 stock option incentive plan, and the proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to the 2022 stock option incentive plan were reviewed and approved. The independent directors of the company expressed independent opinions on this, Lawyers and other intermediaries issue corresponding reports.
2. On January 24, 2022, the company held the 23rd Meeting of the second board of supervisors, deliberated and adopted the proposal on the stock option incentive plan (Draft) and summary in 2022, the proposal on the management measures for the assessment of the stock option incentive plan in 2022 and the proposal on verifying the list of incentive objects of the stock option incentive plan in 2022.
3. The company publicized the names and positions of the incentive objects within the company from January 27, 2022 to February 11, 2022. During the publicity period, the company did not receive any objection about the incentive objects, and disclosed the explanation and verification opinions of the board of supervisors on the publicity of the list of incentive objects of 2022 stock option incentive plan on February 14, 2022.
4. On February 14, 2022, the company disclosed the self inspection report on the trading of the company’s shares by insiders and incentive objects of the 2022 stock option incentive plan.
5. On February 16, 2022, the company held the first extraordinary general meeting of shareholders in 2022, The proposal on the 2022 stock option incentive plan (Draft) and its summary, the proposal on the assessment and management measures for the 2022 stock option incentive plan, and the proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to the 2022 stock option incentive plan were reviewed and approved.
6. On February 16, 2022, the company held the 41st meeting of the second board of directors and the 24th Meeting of the second board of supervisors respectively, and deliberated and adopted the proposal on granting stock options to incentive objects for the first time. The independent directors of the company expressed independent opinions on this, the board of supervisors verified the list of incentive objects granted stock options this time, and lawyers and other intermediaries issued corresponding reports.
2、 Explanation on whether there is any difference between this grant and the incentive plan approved by the general meeting of shareholders
There is no difference between the number of incentive objects and stock options granted this time and the incentive plan approved at the first extraordinary general meeting of shareholders in 2022.
3、 Relevant explanations of the board of directors on whether the grant meets the conditions
According to the relevant provisions of the measures for the administration of equity incentive of listed companies and the 2022 stock option incentive plan (Draft), the board of directors of the company considers that the stock option grant conditions specified in the incentive plan have been met, and the grant date is determined to be February 16, 2022. The specific circumstances are as follows:
(I) 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.
(II) 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.
After careful verification, the board of Directors believes that neither the company nor the incentive object has the above circumstances, and there are no other circumstances that cannot be granted or become the incentive object. The conditions for granting the incentive plan have been met. 4、 Grant of stock options
1. The grant date of this stock option is February 16, 2022;
2. The exercise price of this stock option is: 15.20 yuan / share;
3. Incentive objects and quantity of this stock option:
There are 75 people granted stock options this time, including 5.47 million shares granted for the first time. The specific quantity distribution is as follows:
Serial number name the proportion of the number of positions granted to the total amount granted to the total share capital (10000 copies)
1 Huang Jinling, director and deputy general manager 30.00 5.00% 0.07%
2 Hu Wei, deputy general manager 30.00 5.00% 0.07%
3 Zhou Danhua, director and deputy general manager 12.00 2.00% 0.03%
4 Chen Chunxia, Secretary of the board of directors 12.00 2.00% 0.03%
5 Liu meihui CFO 12.00 2.00% 0.03%
6 other personnel deemed by the board of directors to be encouraged 451.00 75.17% 1.10%
(70 persons in total)
Reserve 53.00 8.83% 0.13%
Total 600.00 100.00% 1.47%
Note: any difference in mantissa between the sum of the above total data and each detailed data is caused by rounding.
5、 The impact of stock option grant of the incentive plan on the company’s operating ability and financial status
According to the relevant provisions of accounting standards for Business Enterprises No. 11 – share based payment and accounting standards for Business Enterprises No. 22 – recognition and measurement of financial instruments, it is necessary to select an appropriate valuation model to calculate the fair value of stock options. The company chooses the Black Scholes model to calculate the fair value of stock options, and will revise the estimated number of stock options that can be exercised according to the changes in the number of exercisable persons, the completion of exercise conditions and other follow-up information on each balance sheet date during the waiting period of this incentive plan, and according to the fair value of stock options on the grant date, The services obtained in the current period shall be included in relevant costs and capital reserves.
The closing price of the company’s stock on February 16, 20206 is determined as the incentive price of the company’s stock granted on February 16, 2022 (the specific closing price of the company’s stock granted on February 16, 2022) according to the Scholes model);
(II) the validity period is: 1 year, 2 years and 3 years respectively (the period from the date of completion of registration of stock option grant to the first exercise date of each exercise period);
(III) historical volatility: 19.03%, 22.24% and 23.01% (annualized volatility of Shenzhen Composite Index in recent 1, 2 and 3 years);
(IV) risk free interest rate: 1.50%, 2.10% and 2.75% (the benchmark interest rate for one-year, two-year and three-year RMB deposits of financial institutions set by the people’s Bank of China);
(V) dividend yield: 1.38% (annualized dividend yield of the last year of “environmental protection environmental governance” of Shenwan industry to which the company belongs, data source: Hithink Royalflush Information Network Co.Ltd(300033) Ifind financial data terminal).
According to the requirements of Chinese accounting standards, the company grants 5.47 million stock options to incentive objects, and the incentive cost is expected to be 13.5067 million yuan, which will be amortized by stages according to the exercise arrangement of the incentive plan. The details are shown in the table below:
Incentive cost 2022 2023 2024 2025
(10000 yuan) (10000 yuan) (10000 yuan) (10000 yuan)
