Securities code: 603666 securities abbreviation: Yijiahe Technology Co.Ltd(603666) Announcement No.: 2022-026 Yijiahe Technology Co.Ltd(603666)
Summary announcement of stock option and restricted stock incentive plan (Draft) in 2022
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 mode: stock option and restricted stock incentive plan
Share source: the company’s RMB A-share common stock issued to the incentive object or repurchased from the secondary market.
A total of 3.9363 million rights and interests are to be granted to the incentive objects in the incentive plan, and the subject stock involved is RMB A-share common stock, accounting for about 1.91% of the total share capital of the company on the announcement date of the draft incentive plan, of which the total number of rights and interests granted for the first time is 3.1563 million, accounting for 80.18% of the total rights and interests to be granted in the incentive plan, Accounting for about 1.53% of the total share capital of 206550400 shares on the announcement date of the draft incentive plan; 780000 shares are reserved, accounting for 19.82% of the total rights and interests to be granted in the incentive plan, and about 0.38% of the total share capital of 206550400 shares on the announcement date of the draft incentive plan.
1、 Basic information of the company
(I) Company Profile
Company name: Yijiahe Technology Co.Ltd(603666) (hereinafter referred to as ” Yijiahe Technology Co.Ltd(603666) “, “company”, “the company” or “listed company”)
Listing time: June 12, 2018
Registered address: 1st to 3rd floor, 8th to 12th floor, building 5, No. 57, Andemen street, Yuhuatai District, Nanjing registered capital: 206550400 yuan
Legal representative: Jiang Jie
Business scope: licensed items: electrical installation services; Surveying and mapping services; Installation, maintenance and test of power transmission, power supply and receiving facilities; Construction engineering design; Building intelligent system design; Construction project construction (for projects that must be approved according to law, business activities can be carried out only after being approved by relevant departments, and the specific business projects shall be subject to the approval results) general projects: R & D of intelligent Siasun Robot&Automation Co.Ltd(300024) ; Industrial Siasun Robot&Automation Co.Ltd(300024) manufacturing; Special operation Siasun Robot&Automation Co.Ltd(300024) manufacturing; General equipment manufacturing (excluding special equipment manufacturing); Intelligent Siasun Robot&Automation Co.Ltd(300024) sales; AI hardware sales; Fire fighting equipment sales; Manufacturing of security equipment; Sales of security equipment; Manufacturing of special equipment for environmental protection; Intelligent unmanned aerial vehicle manufacturing; Sales of intelligent unmanned aerial vehicles; Software development; Software sales; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Maintenance of electronic and mechanical equipment (excluding special equipment); General equipment repair; Computer system services; Information system integration service; Information system operation and maintenance services; Manufacturing of industrial automatic control system devices; Sales of industrial automatic control system devices; Sales of special equipment for environmental protection; Retail of computer software, hardware and auxiliary equipment; Wholesale of computer software, hardware and auxiliary equipment; Sales of communication equipment; General cargo warehousing services (excluding hazardous chemicals and other items requiring approval); Sales of intelligent storage equipment; Technology import and export; Import and export agency; Intelligent instrument manufacturing; Sales of intelligent instruments and meters (except for the items that must be approved according to law, carry out business activities independently according to law with the business license)
(II) composition of the board of directors, the board of supervisors and senior managers
The current board of directors of the company consists of six directors: Chairman Zhu Fuyun, directors Jiang Jie, Hao Junhua and Jiang Hui, and independent directors Wu Changqi and Su Zhongyi.
The current board of supervisors of the company is composed of three supervisors: Tang Liping, chairman of the board of supervisors, Cheng Ling, supervisor and Wei Cheng, employee supervisor.
The company currently has 8 senior managers, including general manager Jiang Jie, deputy general managers Lu Jun, Yan Baoxiang, Wang Xinjian, Hao Junhua and Jiang Hui, deputy general manager and Secretary of the board of directors Zhang Jinbo and chief financial officer Wang Lijie. (III) performance in recent three years
Unit: yuan currency: RMB
Project 2020 2019 2018
Total assets 1985634244.57 1554921573.61 1133467714.37
Operating income 1005607702.74 723745738.81 505108743.46
Net profit attributable to shareholders of listed company: 336439870.31 256142371.19 184032199.11
Deduct 284103752.69 214479132.27 163124097.09 from the net profit attributable to the shareholders of the listed company, except for recurring profits and losses
Net assets attributable to shareholders of listed companies 1523310740.23 1202649043.82 984736170.55
Net cash flow from operating activities 66909322.86 7801082.60 153805095.88
Basic earnings per share (yuan / share) 2.4267 1.8623 1.5115
Diluted earnings per share (yuan / share) 2.4267 1.8623 1.5115
Weighted average return on net assets 24.82 23.05 28.25 (%)
Average return on net assets after deducting non recurring profits and losses plus 20.96 19.30 25.04%
Note: the performance of the above three years adopts the data disclosed in the company’s 2020 annual report.
2、 Purpose of equity incentive plan
In order to further improve the corporate governance structure, establish and improve the company’s long-term incentive and restraint mechanism, attract and retain professional management, core technology and business talents, fully mobilize their enthusiasm and creativity, effectively improve the cohesion of the core team and the core competitiveness of the enterprise, and effectively combine the interests of shareholders, the company and the core team, Enable all parties to pay common attention to the long-term development of the company and ensure the realization of the company’s development strategy and business objectives. On the premise of fully protecting the interests of shareholders, in accordance with the principle of equal income and contribution, and in accordance with relevant laws and administrative regulations such as the company law, the securities law, the measures for the administration of equity incentives of listed companies (hereinafter referred to as the “management measures”) This incentive plan is formulated in accordance with the provisions of normative documents and the Yijiahe Technology Co.Ltd(603666) articles of Association (hereinafter referred to as the “articles of association”).
As of the announcement date of this incentive plan, the company’s restricted stock incentive plan for 2019 has not been implemented yet. The number of shares within the validity period of the plan is 1205596 shares, accounting for about 0.5837% of the current total share capital of 206550400 shares.
The company’s 2019 restricted stock incentive plan and this equity incentive plan are two independent equity incentive plans. Part of the incentive objects of the restricted stock incentive plan in 2019 are also the incentive objects of the incentive plan. For the personnel who are the incentive objects of the two incentive plans at the same time, the company will assess and grant rights and interests respectively according to the provisions and standards of the two incentive plans.
Except for this equity incentive plan and 2019 restricted stock incentive plan, the company has no other equity incentive plan still in effect.
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 to the incentive object or repurchased from the secondary market.
4、 Number of rights and interests to be granted
The incentive plan plans to grant a total of 3.9363 million rights and interests to the incentive objects, involving RMB A-share common shares, accounting for about 1.91% of the total share capital of 206550400 shares on the announcement date of the draft incentive plan. Among them, the total number of rights and interests granted for the first time is 3156300, accounting for 80.18% of the total number of rights and interests to be granted in the incentive plan, accounting for about 1.53% of the total share capital of 206550400 shares on the announcement date of the draft incentive plan; 780000 shares are reserved, accounting for 19.82% of the total rights and interests to be granted in the incentive plan, and about 0.38% of the total share capital of 206550400 shares on the announcement date of the draft incentive plan.
Stock option incentive plan: the incentive plan plans to grant 1.91 million stock options to the incentive objects, involving RMB A-share common shares, accounting for about 0.92% of the total share capital of 206550400 shares on the announcement date of the draft incentive plan. Among them, 1.53 million shares were granted for the first time, accounting for 80.10% of the total number of stock options to be granted in the incentive plan, and about 0.74% of the total share capital of 206550400 shares on the announcement date of the draft incentive plan; 380000 shares are reserved, accounting for 19.90% of the total number of stock options to be granted in the incentive plan and about 0.18% of the total share capital of 206550400 shares on the announcement date 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 plans to grant 2.0263 million restricted shares to the incentive object, and the subject stock involved is RMB A-share common stock, accounting for about 0.98% of the total share capital of 206550400 shares on the announcement date of the draft incentive plan. Among them, 1626300 shares were granted for the first time, accounting for 80.26% of the total number of restricted shares to be granted in the incentive plan, accounting for about 0.79% of the total share capital of 206550400 shares on the announcement date of the draft incentive plan; 400000 shares are reserved, accounting for about 19.74% of the total number of restricted shares to be granted in the incentive plan, and about 0.19% of the total share capital of 206550400 shares on the announcement date of the draft incentive plan.
The total number of subject shares involved in all equity incentive plans within the validity period of the company is 5141896 shares, accounting for 2.49% of the total share capital of the company on the date of announcement of the draft incentive plan, which does not exceed 10% of the total share capital of the current company. The cumulative number of shares of the company granted by any incentive object through all equity incentive plans within the validity period does not exceed 1% 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 the plan are determined according to 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. Under any of the following circumstances, they shall not become incentive objects:
(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.
If any of the above circumstances occurs to the incentive object during the implementation of the incentive plan, the company will terminate its right to participate in the incentive plan, cancel its granted but not exercised stock options, and repurchase and cancel its granted but not lifted restricted shares at the grant price.
2. Job basis for determining incentive objects
The incentive objects of this incentive plan are directors, senior managers and core management / technical / business personnel of the company (including subsidiaries) (excluding independent directors and supervisors).
(II) scope of incentive objects
The total number of incentive objects involved in this incentive plan is 176, accounting for 26.83% of the total number of on-the-job employees of the company (including subsidiaries) as of December 31, 2020, including:
1. Directors and senior managers of the company;
2. Core management / technical / business personnel of the company.
Among the above incentive objects, the directors and senior managers of the company must be elected by the general meeting of shareholders or appointed by the board of directors of the company. All incentive objects must sign labor contracts or employment contracts with the company or its subsidiaries within the assessment period of the incentive plan.
The awarding object of reserved rights and interests shall be defined 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 and legal opinions of the law firm, the company shall timely and accurately disclose the relevant information of the 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 reserved incentive object shall be determined with reference to the criteria for the first award.
(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 title of stock granted
