Securities code: 603516 securities abbreviation: Beijing Tricolor Technology Co.Ltd(603516) Announcement No.: 2022-012 bond Code: 113594 bond abbreviation: Chunzhong convertible bond
Beijing Tricolor Technology Co.Ltd(603516)
Announcement on the release and listing of restricted shares in the second release period of restricted shares in 2019 stock option and restricted stock incentive plan
The company and all members of the board of directors guarantee that there are no false records, misleading statements or major omissions in the contents of the announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of the contents.
Important content tips:
The number of restricted shares listed and circulated this time is 863100 shares
The listing and circulation date of restricted shares is February 28, 2022
Beijing Tricolor Technology Co.Ltd(603516) (hereinafter referred to as “the company”) convened the sixth meeting of the third board of directors and the fourth meeting of the third board of supervisors on February 21, 2022, deliberated and adopted the proposal on the completion of the second phase of lifting the restrictions on the sale of restricted shares in the 2019 stock option and restricted stock incentive plan and the compliance with the exercise conditions in the second exercise period of options, The relevant matters are explained as follows: first, the decision-making procedures and information disclosure that have been performed
1. On December 4, 2019, the company held the 10th meeting of the second board of directors, deliberated and adopted the proposal on the company’s 2019 stock option and restricted stock incentive plan (Draft) and its summary The proposal on the management measures for the implementation and assessment of the company’s stock option and restricted stock incentive plan in 2019 and the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive. The independent directors of the company issued independent opinions on the incentive plan and other relevant proposals, and Beijing Jindu law firm issued a special legal opinion.
2. On December 4, 2019, the company held the eighth meeting of the second board of supervisors, deliberated and approved the proposal on the company’s 2019 stock option and restricted stock incentive plan (Draft) and its summary, and the proposal on the company’s measures for the administration of the implementation and assessment of 2019 stock option and restricted stock incentive plan Proposal on verifying the list of incentive objects of the company’s 2019 stock option and restricted stock incentive plan. 3. On December 5, 2019, the company opened the website of Shanghai Stock Exchange (www.sse. Com. CN.) The list of incentive objects of 2019 stock option and restricted stock incentive plan was disclosed on the website, and the names and positions of the incentive objects to be granted were publicized on the company’s intranet for 10 days from December 5, 2019 to December 14, 2019. During the publicity period, the board of supervisors of the company did not receive any objection to the proposed incentive object of the company. On December 17, 2019, the board of supervisors of the company issued the verification opinions and publicity statement of the board of supervisors on the list of incentive objects of the company’s 2019 stock option and restricted stock incentive plan (Announcement No.: 2019-062).
4. On December 23, 2019, the second extraordinary general meeting of the company in 2019 deliberated and passed the proposal on the company’s 2019 stock option and restricted stock incentive plan (Draft) and its summary, and the proposal on the management measures for the implementation and review of the company’s 2019 stock option and restricted stock incentive plan The proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive was published on the website of Shanghai Stock Exchange (www.sse. Com. CN) Disclosed the Beijing Tricolor Technology Co.Ltd(603516) self inspection report on the trading of the company’s shares by insiders of the company’s 2019 stock option and restricted stock incentive plan (Announcement No.: 2019-065).
5. On December 23, 2019, the company held the 11th meeting of the second board of directors and the 9th meeting of the second board of supervisors, deliberated and adopted the proposal on granting stock options and restricted shares to incentive objects, and determined December 23, 2019 as the grant date of the incentive plan to grant 2.335 million restricted shares to 69 eligible incentive objects. The independent directors of the company expressed independent opinions on this, and the board of supervisors checked the list of incentive objects granted restricted shares this time. Beijing Jindu law firm issued a special legal opinion.
6. On February 25, 2020, the company completed the registration of the grant of the restricted stock incentive plan. The number of incentive objects actually granted by the equity incentive plan was 69, and the total number of restricted shares actually granted was 2335000 shares. For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) disclosed by the company on February 25, 2020 Announcement of Beijing Tricolor Technology Co.Ltd(603516) on the grant results of 2019 stock option and restricted stock incentive plan (Announcement No.: 2020-003).
7. On December 10, 2020, the 20th meeting of the second board of directors and the 18th meeting of the second board of supervisors considered and approved the company’s proposal on adjusting the repurchase price of restricted shares under the 2019 stock option and restricted stock incentive plan and the proposal on repurchase and cancellation of some restricted shares, Agree to repurchase and cancel 20000 restricted shares granted but not lifted. The independent directors and the board of supervisors of the company issued clear opinions on the repurchase and cancellation of some restricted shares, and Beijing Jindu law firm issued a special legal opinion. The above shares have been repurchased and cancelled on January 28, 2021.
8. On January 25, 2021, the 21st Meeting of the second board of directors and the 19th meeting of the second board of supervisors considered and approved the company’s proposal on repurchase and cancellation of some restricted shares, and agreed to repurchase and cancel a total of 30000 restricted shares that have been granted but have not been lifted. The independent directors and the board of supervisors of the company issued clear opinions on the repurchase and cancellation of some restricted shares, and Beijing Jindu law firm issued a special legal opinion. The above shares have been repurchased and cancelled on March 18, 2021.
9. On February 19, 2021, the 22nd Meeting of the second board of directors and the 20th meeting of the second board of supervisors of the company deliberated and approved the proposal on the achievement of the unlocking conditions of restricted shares in the first phase of the 2019 stock option and restricted stock incentive plan and the compliance with the exercise conditions in the first exercise period of options, and the proposal on Canceling Part of the granted stock options that have not been exercised. The independent directors and the board of supervisors of the company have expressed clear opinions on relevant matters, and Beijing Jindu law firm has issued a special legal opinion.
10. On April 19, 2021, the 24th Meeting of the second board of directors and the 22nd Meeting of the second board of supervisors deliberated and approved the company’s proposal on adjusting the restricted stock repurchase price and stock option exercise price of 2019 stock option and restricted stock incentive plan.
Since the annual equity distribution of the company in 2020 has been completed, according to the relevant provisions of the 2019 stock option and restricted stock incentive plan, the company adjusts the repurchase price of restricted shares and the exercise price of stock options, and the repurchase price of restricted shares to be repurchased after adjustment is 11.96 yuan / share; As the annual equity distribution of the company in 2019 and 2020 has been completed, the adjusted exercise price of stock option is 24.43 yuan / share. The independent directors and the board of supervisors of the company have expressed clear opinions on relevant matters, and Beijing Jindu law firm has issued a special legal opinion.
11. On April 26, 2021, the 25th meeting of the second board of directors and the 23rd Meeting of the second board of supervisors deliberated and approved the company’s proposal on adjusting the number of rights and interests granted under the 2019 stock option and restricted stock incentive plan. Since the annual equity distribution of the company in 2020 has been completed, according to the relevant provisions of the 2019 stock option and restricted stock incentive plan, the company adjusts the number of restricted shares and stock options. The adjusted number of restricted shares is 2239300 and the adjusted number of stock options is 1880200 (including 210000 stock options to be cancelled). The independent directors and the board of supervisors of the company have expressed clear opinions on relevant matters, and Beijing Jindu law firm has issued a special legal opinion. The above stock options have been cancelled on June 10, 2021.
12. On December 16, 2021, the fifth meeting of the third board of directors of the company deliberated and approved the company’s proposal on repurchase and cancellation of some restricted shares, and agreed to repurchase and cancel a total of 205800 restricted shares that have been granted but have not been lifted. The independent directors of the company expressed clear opinions on the repurchase and cancellation of some restricted shares, and Beijing Jindu law firm issued a special legal opinion. The above shares have been repurchased and cancelled on February 15, 2022.
13. On February 21, 2022, the sixth meeting of the third board of directors of the company deliberated and approved the company’s proposal on the achievement of lifting the restrictions on the sale of restricted shares in the second phase of the 2019 stock option and restricted stock incentive plan and the compliance with the exercise conditions in the second exercise period of options. The independent directors and the board of supervisors of the company have expressed clear opinions on relevant matters, and Beijing Jindu law firm has issued a special legal opinion. 2、 Achievements of the conditions for lifting the restrictions on sales in the second lifting period of the restricted stock incentive plan in 2019
(I) the second restricted sale period of restricted shares expires
According to the provisions of the company’s 2019 stock option and restricted stock incentive plan, the release period of restricted shares granted by the incentive plan and the release schedule of each period are shown in the table below:
Release of restriction arrangement release of restriction time release of restriction proportion
The first trading day after 12 months from the date of completion of grant registration
Restricted stock
The last 30% within 24 months from the date of completion of grant registration
The first lifting of the restriction period
End of trading day
The first trading day after 24 months from the date of completion of grant registration
Restricted stock
The last 30% within 36 months from the date of completion of grant registration
The second release period
End of trading day
The first trading day after 36 months from the date of completion of grant registration
Restricted stock
The last 40% within 48 months from the date of completion of grant registration
The third release period
End of trading day
According to the relevant provisions of the company’s incentive plan, the second release period of restricted shares under the stock option and restricted stock incentive plan in 2019 is “from the first trading day after 24 months from the date of grant registration to the last trading day within 36 months from the date of grant registration”, and the release proportion is 30% of the total number of restricted shares granted.
The company’s 2019 stock option and restricted stock incentive plan, the registration date of restricted shares is February 18, 2020, and the time requirements for the second lifting of restricted shares are met on February 18, 2022.
(II) description of the achievement of the conditions for lifting the restrictions on the sale of restricted shares in the second lifting period
The conditions for the release of restricted shares granted by the company to the incentive object in the second release period meet the conditions for the release of restrictions specified in the 2019 stock option and restricted stock incentive plan.
Achievements in lifting restrictions on sales
(1) The company has not been under any of the following circumstances: ① the financial and accounting report of the latest fiscal year has been issued with a negative opinion or an audit report that cannot express an opinion by the certified public accountant; ② Whether the internal control of the financial report of the latest fiscal year was issued by the certified public accountant
The company does not have the above-mentioned circumstances, and the audit report that meets the cancellation opinion or cannot express an opinion;
Restricted conditions.
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. (2) The incentive object is not under any of the following circumstances: ① it has been identified as an inappropriate candidate by the stock exchange in 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;
The incentive object has not met the above circumstances, and ③ has been dispatched by the CSRC and its staff for major violations of laws and regulations in the last 12 months
Lift the restrictions on sales.
Administrative punishment or market entry prohibition measures taken by institutions; 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.
(3) The performance assessment at the company level requires that the first assessment objective of the restricted shares granted by the common stock incentive plan of the company in 2018 is: the net profit of Dongdong is 84953654.93 yuan, the net profit in 2018 is the base, and the net profit growth rate in 2020 is not less than 60%; Base, the company’s share based payment expenses in 2020 may be based on the operating income in 2018
