Securities code: 002397 securities abbreviation: Hunan Mendale Hometextile Co.Ltd(002397) Announcement No.: 2022-011 Hunan Mendale Hometextile Co.Ltd(002397)
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
The second meeting of the sixth board of directors of Hunan Mendale Hometextile Co.Ltd(002397) (hereinafter referred to as “joint stock company” or “company”) deliberated and adopted the proposal of joint stock company on reserving and granting stock options and restricted shares to incentive objects. The reserved grant conditions specified in the 2021 stock option and restricted stock incentive plan of the company (hereinafter referred to as “the incentive plan”) have been met. According to the authorization of the 2020 annual general meeting of the company, the board of directors determined that the reserved grant date of the incentive plan is February 22, 2022, and granted 4.2 million reserved stock options to 30 incentive objects who meet the grant conditions, The exercise price is 4.02 yuan / share, and 800000 reserved restricted shares are granted to a qualified incentive object at the grant price of 1.98 yuan / share. Relevant matters are described as follows:
1、 Brief description of equity incentive plan and approval procedures performed
（1） Brief description of equity incentive plan
On May 21, 2021, the company held the 2020 annual general meeting of shareholders, deliberated and approved the proposal on and its summary, the main contents of which are as follows:
1. Type of underlying stock: the underlying stock granted to the incentive object in this incentive plan is the company’s A-share common stock. 2. Source of underlying stock: this incentive plan includes stock option incentive plan and restricted stock incentive plan. The source of the underlying stock of the stock option incentive plan is the company’s RMB A-share common stock issued by the company to the incentive object, and the source of the underlying stock of the restricted stock incentive plan is the company’s RMB A-share common stock issued by the company to the incentive object and the company’s RMB A-share common stock repurchased from the secondary market.
3. Distribution of granted rights and interests of incentive objects
3.1 distribution of stock options
Stock options granted by position proportion of stock options granted to the total amount of stock options granted (10000 copies) proportion of total share capital before
Core management, technology and business personnel 2740.00 80.12% 3.61%
Staff (173 in total)
Reserve 680.00 19.88% 0.90%
Total 3420.00 100.00% 4.51%
3.2 distribution of restricted shares
Restricted shares granted restricted shares granted name of restricted shares granted number of job shares (10000 shares in the total granted shares in the current total share capital)
Tu Yunhua, director and deputy general manager 100.00 9.26% 0.13%
Huang Huihua, general manager 100.00 9.26% 0.13%
Cheng Yan, deputy general manager 100.00 9.26% 0.13%
Li Yunlong CFO 80.00 7.41% 0.11%
Wen Jian, deputy general manager 80.00 7.41% 0.11%
He Xiaoxia, deputy general manager 80.00 7.41% 0.11%
Core management personnel (5 persons in total) 340.00 31.48% 0.45%
Reserve 200.00 18.52% 0.26%
Total 1080.00 100.00% 1.42%
4. Exercise / release of restrictions:
The exercise / release period of stock options / restricted shares granted by the company and the schedule of exercise / release of restrictions in each period are shown in the table below:
Exercise / release of restrictions on sale arrangement exercise / release of restrictions on sale period exercise / release of restrictions on sale proportion
The first exercise starts from the completion date of the first grant of some stock options / restricted shares
/50% from the first trading day 24 months after the lifting of the restriction / listing date to the first grant Department
36 days from the completion date of the first grant of stock options / restricted shares / listing date
On the last trading day of the month
Right / restriction the second exercise shall be from the completion date of the first grant of some stock options / restricted shares
50% from the first trading day after 36 months from the date of issuance / release of restrictions / listing to the initial grant Department
48 from the completion date of stock option / restricted stock authorization / listing date
Ending on the last trading day of the month
The first exercise of reserved shares shall be from the completion date of the reserved grant of some stock options / restricted shares
50% from the first trading day after 24 months from the date of option / / release of restriction / listing to the reserved granting Department
Restricted stock period: 36 days from the completion date of stock option / restricted stock authorization / listing date
Ending on the last trading day of the month
The second exercise starts from the completion date of the reserved grant of some stock options / restricted shares
/From the first trading day after 36 months from the date of lifting the restriction / listing to 50% of the reserved grant Department
48 from the completion date of stock option / restricted stock authorization / listing date
Ending on the last trading day of the month
5. The exercise price of stock options granted under the incentive plan is 4.08 yuan / share, and the grant price of restricted shares granted is 2.04 yuan / share.
6. Exercise performance conditions:
(1) Company level performance assessment conditions
The incentive plan assesses the company’s performance indicators in three fiscal years from 2021 to 2023, and takes meeting the company’s performance assessment objectives as one of the incentive object’s exercise / lifting of restrictions on sales in the current period.
The annual performance assessment objectives of stock options / restricted stocks granted this time are shown in the table below:
Performance assessment objectives of exercise / release of restrictions
The cumulative net profit of the first exercise / release of restrictions granted for the first time in 2021 and 2022 shall not be less than RMB 100 million stock options / restrictions
The net profit of the second exercise / lifting of restrictions on the sale of shares in 2023 shall not be less than 200 million yuan
The cumulative net profit of the first exercise / lifting of restrictions on sale period reserved for grant in 2021 and 2022 shall not be less than RMB 100 million stock options / restrictions
The net profit of the second exercise / lifting of restrictions on the sale of shares in 2023 shall not be less than 200 million yuan
The above “net profit” refers to the audited net profit attributable to the owner of the parent company.
During the exercise / release of restrictions, the company will handle the exercise / release of restrictions for incentive objects that meet the exercise / release of restrictions. If the company’s current performance level fails to meet the performance assessment target conditions during each exercise / release period, all incentive objects shall not exercise / release the restrictions on the sale of stock options / restricted shares corresponding to the assessment year, The company cancels the current exercisable share of the incentive object’s stock option / shall be repurchased and cancelled by the company according to the sum of the grant price and the deposit interest of the people’s Bank of China in the same period.
(2) Performance appraisal requirements at individual level
The individual level assessment of incentive objects shall be implemented according to the relevant internal performance assessment systems of the company. The individual assessment and evaluation results of incentive objects are divided into “qualified” and “unqualified”.
Assessment result standard exercise / release of restricted sales ratio
The completion rate of qualified annual assessment ≥ 90% and the completion rate of main indicators ≥ 100%
The annual assessment completion rate of disqualification is less than 90%, or the annual assessment completion rate is ≥ 90% 0%
However, the completion rate of main indicators is less than 100%
On the premise of meeting the company’s performance objectives, according to the individual assessment and evaluation results of the incentive object, the incentive object’s individual actual exercisable / lifting sales restriction limit in the current year = the individual’s planned exercisable / lifting sales restriction limit in the current year × Proportion of exercise / lifting of restrictions on sales.
If the stock options / restricted stocks that the incentive object plans to exercise / lift the restrictions on sale in the current period cannot be exercised / lifted due to assessment reasons, the part that fails to exercise / lift the restrictions on sale cannot be deferred, and shall be uniformly cancelled / repurchased and cancelled by the company at the grant price.
（2） Relevant approval procedures performed
1. On April 26, 2021, the company held the 18th meeting of the 5th board of directors and the 13th meeting of the 5th board of supervisors respectively, deliberated and adopted the proposal on and its summary The proposal on the management measures for the implementation and assessment of the stock option and restricted stock incentive plan in Hunan Mendale Hometextile Co.Ltd(002397) 2021, the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive, and the proposal on verifying the list of incentive objects of the stock option and restricted stock incentive plan in Hunan Mendale Hometextile Co.Ltd(002397) 2021.
2. From April 29, 2021 to May 10, 2021, the company publicized the names and positions of the proposed incentive objects in the incentive plan within the company. During the publicity period, the board of supervisors of the company did not receive any objection from any organization or individual. On May 18, 2021, the board of supervisors of the company disclosed the review opinions and publicity statement of the board of supervisors on the list of incentive objects of 2021 stock option and restricted stock incentive plan. 3. On May 21, 2021, the company held the 2020 annual general meeting of shareholders, deliberated and approved the proposal on < Hunan Mendale Hometextile Co.Ltd(002397) 2021 stock option and restricted stock incentive plan (Draft) and its summary, and the proposal on < Hunan Mendale Hometextile Co.Ltd(002397) 2021 stock option and restricted stock incentive plan implementation assessment management measures Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive.
4. On June 29, 2021, the company held the 20th meeting of the 5th board of directors and the 14th meeting of the 5th board of supervisors, deliberated and adopted the proposal of the joint stock company on matters related to the adjustment of stock option and restricted stock incentive plan in 2021 Proposal of the joint stock company on granting stock options and restricted stocks to the incentive objects of the 2021 stock option and restricted stock incentive plan. The board of directors determined that the first grant date of the company’s stock option and restricted stock incentive plan in 2021 was June 29, 2021. 26.9 million stock options were granted to 169 incentive objects who met the grant conditions, with an exercise price of 4.02 yuan / share, and 8.8 million restricted shares were granted to 11 incentive objects who met the conditions, with an grant price of 1.98 yuan / share.
5. On July 7, 2021, the company completed the registration of the first grant of stock options under the 2021 stock option and restricted stock incentive plan, and granted 26.9 million stock options to 169 incentive objects for the first time, with the exercise price of 4.02 yuan / share. The option is abbreviated as Mengjie jlc3 and the option code is 037151.
6. July 2021
