Securities code: 603918 securities abbreviation: Shanghai Golden Bridge Infotech Co.Ltd(603918) Announcement No.: 2022-023 Shanghai Golden Bridge Infotech Co.Ltd(603918)
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
Source of shares: the company’s RMB A-share ordinary shares issued to the incentive object by the company. The incentive plan plans to grant a total of 3.867 million rights and interests to the incentive objects, and the type of underlying shares involved is RMB A-share common shares, accounting for about 1.05% of the company’s total share capital of 366746078 shares on the date of publication of the draft incentive plan, of which the total number of rights and interests granted for the first time is 3.267 million, accounting for 84.48% of the total rights and interests to be granted in the incentive plan, Accounting for about 0.89% of the company’s total share capital of 366746078 shares on the date of publication of the draft incentive plan; 600000 shares are reserved, accounting for 15.52% of the total rights and interests to be granted in the incentive plan and about 0.16% of the total share capital of the company on the date of publication of the draft incentive plan.
1、 Basic information of the company
(I) Company Profile
Company name: Shanghai Golden Bridge Infotech Co.Ltd(603918) (hereinafter referred to as ” Shanghai Golden Bridge Infotech Co.Ltd(603918) “, “company” or “the company”)
Listing date: May 28, 2015
Registered address: 21302, building 12, No. 498, GuoShouJing Road, China (Shanghai) free trade Experimental Zone; Room 21319
Legal representative: Jin Shiping
Main business: as a solution and service provider of multimedia information system, provide customers with integrated solutions including scheme design, research and development, software and hardware integration, installation, commissioning and subsequent maintenance. (II) governance structure
According to the articles of association, the board of directors of the company is composed of 9 directors, including 3 independent directors; The board of supervisors of the company consists of three supervisors, including one employee supervisor; There are 8 senior managers in the company.
(III) performance in recent three years
Unit: yuan currency: RMB
Project 2020 2019 2018
Operating income 1004251309.09 944647882.71 832945692.71
Net profit attributable to shareholders of listed company: 88541987.98 63742775.27 51228360.74
Net profit attributable to shareholders of listed companies deducted 72490192.09 57059955.42 47805969.69 unless recurring profit or loss
Net assets attributable to shareholders of listed companies: 722959555.44 639771298.50 572937695.98
Total assets 1379918490.56 1322431918.07 1156198058.92
Basic earnings per share (yuan / share) 0.38 0.28 0.22
Diluted earnings per share (yuan / share) 0.38 0.27 0.22
Base after deducting non recurring profit and loss 0.31 0.25 0.21
Earnings per share of the company (yuan / share)
Weighted average return on net assets 12.98 10.55 9.39
（%）
Weighted after deducting non recurring profit and loss 10.63 9.44 8.76
Average return on net assets (%)
2、 Purpose of equity incentive plan
In order to further improve the company’s governance structure, improve the company’s long-term incentive mechanism, improve the company’s salary assessment system, lay a solid talent foundation for the company to better implement the strategic layout in the future, fully mobilize the enthusiasm of the company’s middle-level and management backbone, core technology / core business personnel, and enhance the company’s cohesion, And provide a good incentive platform for stabilizing excellent talents and enhance the competitiveness of the company. Effectively combine the interests of shareholders, the company and the personal interests of the core team, so that all parties can jointly pay attention to the long-term development of the company, and finally realize the healthy and sustainable development of the company.
On the premise of fully protecting the interests of shareholders, in accordance with the principle of equal 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 other relevant laws Formulate the 2022 stock option and restricted stock incentive plan (hereinafter referred to as “the incentive plan” or “the plan”) in accordance with the provisions of administrative regulations, normative documents and the articles of association.
The company’s 2020 stock option and restricted stock incentive plan (Draft) approved by the company’s second extraordinary general meeting in 2020 is still in implementation. As of the date of publication of the draft incentive plan, the total number of subject shares involved in the equity incentive plan in all validity periods of the company has not exceeded 10.00% of the total share capital of the company. The number of shares of the company granted by any incentive object in the incentive plan through the equity incentive plan within the whole validity period shall not exceed 1.00% of the total share capital of the company
In order to further improve the corporate governance structure and establish and improve the company’s long-term incentive and restraint mechanism, the company has formulated the 2020 stock option and restricted stock incentive plan and this incentive plan. The above two equity incentive plans are important components of the company’s long-term incentive mechanism.
3、 Equity incentive method and source of underlying stock
(I) equity incentive method
The incentive mode of this incentive plan is stock option and restricted stock.
(II) source of underlying stock
The stock source of this incentive plan is the company’s RMB A-share common stock issued by the company to the incentive object.
4、 Number of rights and interests to be granted
The incentive plan plans to grant a total of 3.867 million rights and interests to the incentive objects, and the type of underlying shares involved is RMB A-share common shares, accounting for about 1.05% of the company’s total share capital of 366746078 shares on the date of publication of the draft incentive plan, of which the total number of rights and interests granted for the first time is 3.267 million, accounting for 84.48% of the total rights and interests to be granted in the incentive plan, Accounting for about 0.89% of the company’s total share capital of 366746078 shares on the date of publication of the draft incentive plan; 600000 shares are reserved, accounting for 15.52% of the total rights and interests to be granted in the incentive plan and about 0.16% of the total share capital of the company on the date of publication of the draft incentive plan.
Stock option incentive plan: the incentive plan plans to grant 2378000 stock options to the incentive objects, involving RMB A-share common shares, accounting for about 0.65% of the company’s total share capital of 366746078 shares on the date of publication of the draft incentive plan. Among them, 2178000 shares were granted for the first time, accounting for 91.59% of the total number of stock options to be granted in the incentive plan and about 0.59% of the total share capital of the company on the date of publication of the draft incentive plan; 200000 shares are reserved, accounting for 8.41% of the total number of stock options to be granted in the incentive plan, accounting for about 0.05% of the total share capital of 366746078 shares on the date of publication of the draft incentive plan. Each stock option granted under the plan has the right to purchase RMB a ordinary shares of 1 equity company at the exercise price during the vesting period when the effective conditions and effective arrangements are met.
Restricted stock incentive plan: the incentive plan intends to grant 1489000 restricted shares to the incentive object, and the subject stock involved is RMB A-share common stock, accounting for about shares of the company on the date of publication of the draft incentive plan
0.41% of the total 366746078 shares. Among them, 1089000 shares were granted for the first time, accounting for 73.14% of the total number of restricted shares to be granted in the incentive plan, accounting for about 0.30% of the total share capital of 366746078 shares on the date of publication of the draft incentive plan; 400000 shares are reserved, accounting for 26.86% of the total number of restricted shares to be granted in the incentive plan and about 0.11% of the total share capital of the company on the date of publication of the draft incentive plan.
The company’s 2020 stock option and restricted stock incentive plan (Draft) approved by the company’s second extraordinary general meeting in 2020 is still in implementation. As of the date of publication of the draft incentive plan, the total number of subject shares involved in the equity incentive plan in all validity periods of the company has not exceeded 10.00% of the total share capital of the company. The number of shares of the company granted by any incentive object in the incentive plan through the equity incentive plan within the whole validity period shall not exceed 1.00% of the total share capital of the company.
5、 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 this incentive plan are determined in accordance with the company law, securities law, administrative measures and other relevant laws, administrative 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 of this incentive plan are the middle-level and management backbone, core technology / core business personnel of the company (including subsidiaries). For those who meet the scope of incentive objects of the incentive plan, the salary and assessment committee of the board of directors of the company (hereinafter referred to as the “salary committee”) shall draw up a list, which shall be verified and determined by the board of supervisors of the company.
(II) number of incentive objects
The total number of incentive objects involved in the incentive plan is 133, accounting for 19.30% of the 689 employees of the company as of December 31, 2020.
All incentive objects must sign labor contracts or employment contracts with the company or its subsidiaries within the assessment period of the incentive plan.
(III) list of incentive objects and distribution of rights and interests to be granted
1. The stock options granted by the incentive plan are distributed among the incentive objects according to the following proportion
Name and position proportion of stock options granted to the shares to be granted in the plan proportion to the number of (10000) options on the date of announcement of the plan proportion to the total share capital
Middle level and management backbone, core technology / 217.80 91.59% 0.59%
Core business personnel (133 in total)
Reserve 20.00 8.41% 0.05%
Total 237.80 100% 0.65%
Note: if there is any difference in the mantissa between the sum of some total numbers and each detailed number in the above table, it is caused by the rounding of the above percentage results, the same below.
2. The restricted shares granted by the incentive plan shall be distributed among the incentive objects according to the following proportion:
Name and position the proportion of restricted shares granted in the number of restricted shares to be granted in the plan in the number of daily votes (10000 shares) of the plan and the proportion of total share capital
Middle level and management backbone, core technology / core 108.90 73.14% 0.30%
Business personnel (133 in total)
Reserved 40.00 26.86% 0.11%
Total 148.90 100.00% 0.41%
For the detailed list of incentive objects, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) on February 22, 2022 List of incentive objects first granted by the company’s 2022 stock option and restricted stock incentive plan disclosed on the.
(IV) the above incentive objects do not include 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
