Securities code: 688768 securities abbreviation: Anhui Ronds Science & Technology Incorporated Company(688768) Announcement No.: 2022-005 Anhui Ronds Science & Technology Incorporated Company(688768)
The board of directors and all directors of the company guarantee that the contents of the announcement are free from any false records, misleading statements or major omissions, and bear legal liabilities for the authenticity, accuracy and completeness of its contents in accordance with the law. Important content tips:
Equity incentive method: the second type of restricted stock
Source of shares: the company issues A-share common shares to the incentive objects
Total equity of equity incentive and total number of underlying shares involved:
The Anhui Ronds Science & Technology Incorporated Company(688768) 2022 restricted stock incentive plan (Draft) (hereinafter referred to as “the incentive plan” or “the plan”) intends to grant 1119500 shares of restricted stock, accounting for about 2.04% of the total share capital of the company at the time of announcement of the draft incentive plan, of which 1019500 shares were granted for the first time, About 1.86% of the company’s total share capital of 54.8655 million shares at the time of announcement of the draft incentive plan, accounting for 91.07% of the total equity granted this time; 100000 shares are reserved, accounting for about 0.18% of the company’s total share capital of 54.8655 million shares at the time of announcement of the draft incentive plan, and the reserved part accounts for 8.93% of the total equity granted this time.
1、 Purpose of equity incentive plan
In order to further 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 the core team, 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 matching income and contribution, In accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), the measures for the administration of equity incentive of listed companies (hereinafter referred to as the “administrative measures”) and the Listing Rules of Shanghai Stock Exchange on the science and Innovation Board (hereinafter referred to as the “Listing Rules”) The incentive plan is formulated in accordance with the self regulatory guidelines for listed companies on the science and Innovation Board No. 4 – disclosure of equity incentive information (hereinafter referred to as the “self regulatory guidelines”) and other relevant laws, regulations and normative documents, as well as the provisions of the Anhui Ronds Science & Technology Incorporated Company(688768) articles of Association (hereinafter referred to as the “articles of association”).
As of the announcement date of this incentive plan, the company has no other effective equity incentive system arrangements for directors, supervisors, senior managers, core technicians and other employees.
2、 Equity incentive method and source of underlying stock
(I) equity incentive method
The incentive tool adopted in this incentive plan is the second type of restricted stock. After the grant of additional shares to the incentive object meets the conditions of the Shanghai Branch, the additional shares will be registered at the price of the Shanghai Branch of the incentive plan, and the additional shares will meet the conditions of the Shanghai Branch. The restricted stock granted to the incentive object does not enjoy the rights of shareholders of the company before it is vested, and the restricted stock shall not be transferred, used for guarantee or debt repayment.
(II) 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.
3、 Number of rights and interests to be granted under the equity incentive plan
The number of restricted shares to be granted in this incentive plan is 1119500 shares, accounting for about 2.04% of the total share capital of the company at the time of announcement of this draft incentive plan, of which 1019500 shares are granted for the first time, accounting for about 1.86% of the total share capital of the company at the time of announcement of this draft incentive plan, accounting for 91.07% of the total equity granted this time; 100000 shares are reserved, accounting for about 0.18% of the company’s total share capital of 54.8655 million shares at the time of announcement of the draft incentive plan, and the reserved part accounts for 8.93% of the total equity granted this time.
The total number of subject shares involved in all effective incentive plans of the company shall not exceed 20.00% of the total share capital of the company when the equity incentive plan is submitted to the general meeting of shareholders. The shares of the company granted by any incentive object in the plan through all the equity incentive plans within the validity period shall not exceed 1.00% of the total share capital of the company when the plan is submitted to the general meeting of shareholders for deliberation.
From the date of announcement of the draft incentive plan to the date when the incentive object completes the ownership registration of restricted shares, if the company has matters such as conversion of capital reserve into share capital, distribution of stock dividends, division or reduction of shares, allotment of shares, etc., the number of restricted shares granted will be adjusted accordingly in accordance with the relevant provisions of the incentive plan.
4、 Determination basis and scope of incentive objects and the number of rights and interests granted to them
(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, listing rules, self regulatory guidelines and other relevant laws, regulations, normative documents and the articles of association, and in combination with the actual situation of the company.
2. Job basis for determining incentive objects
The incentive objects involved in this incentive plan are the core technical personnel of the company and other personnel that the board of directors deems necessary to be encouraged (excluding independent directors and supervisors). For those who meet the scope of incentive objects of the incentive plan, the Remuneration Committee of the company shall draw up a list, which shall be verified and determined by the board of supervisors of the company.
Some incentive objects granted for the first time do not include directors, senior managers, foreign employees, shareholders who individually or jointly hold more than 5% of the company’s shares, actual controllers of the company and their spouses, parents and children. Whether the reserved grant part includes the above personnel depends on the subsequent actual development of the company.
(II) total number and proportion of incentive objects
The total number of incentive objects granted for the first time in the incentive plan shall not exceed 444, accounting for 2021 of the company
86.21% of 515 employees at the end of the year. Specifically include:
(1) Core technical personnel;
(2) Other personnel deemed necessary by the board of directors.
All incentive objects must have employment or labor relations with the company or its subsidiaries when the company grants restricted shares and within the assessment period specified in the incentive plan.
The incentive object of the reserved grant part shall be approved by the shareholders’ meeting within 12 months after the incentive plan is considered and approved by the shareholders’ meeting
It is determined that 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 will timely and accurately disclose the relevant information of the current incentive object on the designated website as required. If the incentive object is not specified for more than 12 months, the reserved rights and interests shall become invalid. The criteria for determining the incentive object of reserved restricted shares shall refer to the criteria for the first grant and be determined according to the subsequent actual development of the company.
(III) distribution of restricted shares granted to incentive objects
The distribution of restricted shares granted by the incentive plan among incentive objects is shown in the table below:
Proportion to the total number of shares (10000 shares) of the company at the time of announcement of granting restricted shares
1、 Core technical personnel
1 Fang Shikang Chinese core technicians 2.56 2.29% 0.05%
2 Wang Xiangxiang Chinese core technicians 1.52 1.36% 0.03%
Subtotal 4.08 3.64% 0.07%
2、 Other incentive objects
Other personnel (442 persons) deemed by the board of directors to need incentives 97.87%, 87.42% and 1.78%
The total number of restricted shares granted for the first time was 101.95, 91.07% and 1.86%
3、 Reserved part 10.00 8.93% 0.18%
Total 111.95 100.00% 2.04%
Note: 1. The shares of the company granted by any of the above incentive objects through all the equity incentive plans within the validity period do not exceed 1% of the total share capital of the company.
The total number of underlying shares involved in the incentive plan within the whole validity period of the company shall not exceed 20% of the total share capital of the company when the equity incentive plan is submitted to the general meeting of shareholders for deliberation.
2. The incentive objects granted for the first time in the plan do not include directors, senior managers, independent directors, supervisors, foreign employees, shareholders who individually or jointly hold more than 5% of the shares of the listed company, actual controllers of the listed company and their spouses, parents and children.
3. The incentive objects of the reserved 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 timely and accurately disclose the relevant information of the incentive objects on the designated website as required.
4. If the total number in the above table is inconsistent with the mantissa of the sum of the sub item values, it is caused by rounding.
(IV) verification of incentive objects
1. After the incentive plan is reviewed and approved by the board of directors and the board of supervisors, the company will publicize the names and positions of incentive objects within the company through the company’s website or other channels 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.
(V) during the implementation of the equity incentive plan, if the incentive object is not allowed to become the incentive object as stipulated in the management measures and the incentive plan, the incentive object shall not be granted restricted shares. The restricted shares granted but not yet vested shall be cancelled and invalid.
5、 Relevant schedule of this incentive plan
(I) validity period of the incentive plan
The validity period of this incentive plan shall be from the date of the first grant of restricted shares to the date when all the restricted shares granted to the incentive object are vested or invalidated, and the maximum period shall not exceed 61 months.
(II) relevant date and term of the incentive plan
1. Grant date
The grant date shall be determined by the board of directors after the incentive plan is deliberated and approved by the general meeting of shareholders of the company, and the grant date must be the trading day.
2. Vesting date
The restricted shares granted by the incentive plan will be vested in several times according to the agreed proportion after the incentive object meets the corresponding vesting conditions. The vesting date must be the trading day, but shall not be vested within the following periods:
(1) Within 30 days before the announcement of the company’s annual report and semi annual report, if the announcement date of the annual report and semi annual report is delayed due to special reasons, it shall be calculated from 30 days before the original scheduled announcement date to 1 day before the announcement; (2) Within 10 days before the announcement of the company’s quarterly report, 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 and their derivatives or the date of entering the decision-making process to the date of disclosure according to law;
(4) Other periods prescribed by the CSRC and the Shanghai Stock Exchange
The above “major events” are transactions or other major events that the company should disclose in accordance with the listing rules.
If relevant laws, administrative regulations and departmental rules have other provisions on the period that cannot be attributed, the relevant provisions shall prevail.
3. Attribution arrangements
The vesting period and arrangement of restricted shares granted for the first time in this incentive plan are as follows:
The proportion of the number of vested rights and interests in the total amount of granted rights and interests
13 months from the date of grant of the corresponding batch of restricted shares
30% from the first trading day of the first vesting period to the date of grant of the corresponding batch of restricted shares
End of the last trading day within 25 months from
25 months from the date of grant of the corresponding batch of restricted shares
30% from the first trading day of the second vesting period to the date of grant of the corresponding batch of restricted shares
The last trading day within 37 months from
37 months from the date of grant of the corresponding batch of restricted shares
40% from the first trading day of the third vesting period to the date of grant of the corresponding batch of restricted shares
The last trading day within 49 months from
If the reserved shares are granted before the disclosure of the third quarter report of 2022, the vesting period and vesting arrangement of the reserved restricted shares are as follows:
Vesting arrangement vesting time number of vested interests in granted
