Securities code: 000551 securities abbreviation: Create Technology & Science Co.Ltd(000551) Announcement No.: ls2022-a15 Create Technology & Science Co.Ltd(000551)
Announcement on the completion of the grant registration of the restricted stock incentive plan in 2021
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Important content tips:
● listing date of restricted shares: February 28, 2022;
● number and proportion of restricted shares registered: 3904400 shares, accounting for 0.9759% of the total share capital of the company before grant;
● grant price of restricted shares: 5.29 yuan / share;
● number of restricted stock registrants: 57;
● source of restricted stock: the company issues A-share common stock to the incentive object.
In accordance with the measures for the administration of equity incentive of listed companies issued by the China Securities Regulatory Commission and the relevant rules of Shenzhen Stock Exchange and Shenzhen Branch of China Securities Depository and Clearing Co., Ltd., it has been reviewed and confirmed by Shenzhen Stock Exchange and Shenzhen Branch of China Securities Depository and Clearing Co., Ltd, Create Technology & Science Co.Ltd(000551) (hereinafter referred to as “the company”) has completed the grant registration of the restricted stock incentive plan in 2021. The details are announced as follows:
1、 Decision making procedures and information disclosure performed in this restricted stock grant
(I) on November 5, 2021, the company held the first extraordinary meeting of the 10th board of directors in 2021, deliberated and adopted the plan on the company’s incentive plan for restricted shares in 2021 (Draft) and its summary) and other relevant plans (Announcement No.: ls2021-a52), and the related directors avoided voting on the relevant proposals, Independent directors have expressed independent opinions on relevant proposals; On the same day, the company held the first extraordinary meeting of the 10th board of supervisors in 2021, considered and approved the above plan (Announcement No.: ls2021-a53), and the board of supervisors verified the relevant matters of the incentive plan and issued relevant verification opinions.
(II) from November 6, 2021 to November 15, 2021, the company publicized the names and positions of the proposed incentive objects in the incentive plan on the company’s website and bulletin board. The publicity period is 10 days in total. The company’s employees can put forward opinions to the company’s board of supervisors. As of the expiration of the publicity period, the board of supervisors of the company has not received any objection from any organization or individual to the incentive objects of the company’s incentive plan.
(III) on January 18, 2022, the company received the reply of the Municipal State owned assets supervision and Administration Commission on the implementation of Create Technology & Science Co.Ltd(000551) restricted stock incentive plan (sgzk [2022] No. 1) forwarded by Chuangyuan Investment Development (Group) Co., Ltd, The state owned assets supervision and Administration Commission of Suzhou Municipal People’s government agrees in principle that the company will implement the 2021 restricted stock incentive plan (Draft) (Announcement No.: ls2022-a01).
(IV) on January 29, 2022, the company disclosed the explanation and verification opinions of the board of supervisors on the publicity of the list of incentive objects of the company’s restricted stock incentive plan in 2021 (Announcement No.: ls2022-a06). The board of supervisors explained the publicity of the list of incentive objects of the incentive plan and issued verification opinions on the list of incentive objects.
(V) on February 11, 2022, the company held the first extraordinary general meeting of shareholders in 2022, deliberated and passed the proposal on the company’s restricted stock incentive plan in 2021 (Draft) and its summary and other relevant proposals, It also issued the self inspection report on the trading of company shares by insiders with inside information of the restricted stock incentive plan in 2021 (Announcement No.: ls2022-a10).
(VI) on February 14, 2022, the company held the second extraordinary meeting of the 10th board of directors in 2022 and the first extraordinary meeting of the 10th board of supervisors in 2022, deliberated and adopted the proposal on granting restricted shares to the incentive objects of the company’s 2021 restricted stock incentive plan (Announcement No.: ls2022-a11, ls2022-a12), The independent directors of the company issued independent opinions on relevant proposals, and the board of supervisors verified and issued verification opinions on relevant matters.
2、 Specific circumstances of restricted stock grant
(I) grant date: February 14, 2022
(II) number of shares granted: 3904400 shares
(III) awarding objects: the incentive objects of this plan are 57 directors (excluding independent directors), senior managers and key personnel who served in the company when the company announced this incentive plan.
(IV) grant price: 5.29 yuan / share
(V) stock source: the company issues A-share common stock to the incentive object
(VI) list of incentive objects and awards:
Proportion of restricted shares granted in the proportion of restricted shares granted in the total number of names and positions at present
Zhou Chengming, vice chairman and general manager 97500 2.50% 0.0244%
Hu Zeng, director and deputy general manager 91400 2.34% 0.0228%
Yu Xuezhong, director and deputy general manager 91400 2.34% 0.0228%
Zhou Weiwei Board Secretary 91400 2.34% 0.0228%
Lubin CFO 91400 2.34% 0.0228%
Key personnel (52 persons) 3441300 88.14% 0.8602%
Total (57 persons) 3904400 100% 0.9759%
Note: the shares of the company granted by any of the above incentive objects through all effective equity incentive plans do not exceed 1% of the total share capital of the company. The total number of subject shares involved in all effective incentive plans of the company shall not exceed 10% of the total share capital of the company when the equity incentive plan is submitted to the general meeting of shareholders.
(VII) term of validity, restriction period and lifting of restriction arrangement:
The validity period of the plan shall be no more than 60 months from the date of completion of the registration of the grant of restricted shares to the date when all the restricted shares granted to the incentive object are lifted or repurchased.
The restricted sale periods of restricted shares granted under the incentive plan are 24 months, 36 months and 48 months respectively from the date of completion of the registration of the grant of restricted shares. After the expiration of the restriction period and the lifting of the restriction period, the time table is as follows:
The proportion of the number of restricted shares that can be lifted at the time of lifting the restrictions in the number of restricted shares
The first one is 24 months after the completion of the registration of the grant of restricted shares
From the first trading day of the lifting of the restriction period to 1 / 3 of the date of completion of the registration of the granting of restricted shares
Until the last trading day within 36 months from
The second one is 36 months after the completion of the registration of the grant of restricted shares
From the first trading day of the lifting of the restriction period to 1 / 3 of the date of completion of the registration of the granting of restricted shares
Until the last trading day within 48 months from
The third period is 48 months after the completion of the registration of the grant of restricted shares
From the first trading day of the lifting of the restriction period to 1 / 3 of the date of completion of the registration of the granting of restricted shares
Until the last trading day within 60 months from
(VIII) performance assessment requirements
1. Company level performance assessment requirements
The restricted shares granted by the incentive plan shall be subject to annual performance evaluation and the restriction on sales shall be lifted. The evaluation shall be conducted once every fiscal year, and the achievement of the performance evaluation goal shall be taken as the condition for the lifting of the restriction on sales of the incentive object. The performance evaluation during the lifting of the restriction period is as follows:
Performance assessment objectives during the lifting of sales restrictions
(1) Based on the average operating income of the three years from 2018 to 2020, the operating income in 2021 shall not be lower than the base; The growth rate of operating revenue in 2022 shall not be less than 15%, and shall not be lower than the average level of the same industry.
The first lifting limit (2) is based on the average value of non parent net profit deducted in the three years from 2018 to 2020, and the non parent net profit in the deduction period in 2021 is not lower than the base; In 2022, the growth rate of net profit deducted from non attributable parent company shall not be less than 15%, and shall not be lower than the average level of the same industry.
(3) The proportion of cash dividends in 2022 shall not be less than 15% of the net profit attributable to ordinary shareholders of Listed Companies in the consolidated statements of 2022.
(1) Based on the average value of operating revenue in the three years from 2018 to 2020, the average growth rate of operating revenue in the two years from 2022 to 2023 shall not be less than 20% and not lower than the average level of the same industry.
The second lifting limit (2) is based on the average net profit deducted from non parent company in the three years from 2018 to 2020. The average growth rate of net profit deducted from non parent company in the two years from 2022 to 2023 is not less than 20% and not lower than the average level of the same industry.
(3) The proportion of cash dividends in 2023 shall not be less than 15% of the net profit attributable to ordinary shareholders of Listed Companies in the consolidated statements of 2023.
(1) Based on the average value of operating revenue for the three years from 2018 to 2020, the average growth rate of operating revenue for the three years from 2022 to 2024 shall not be less than 25% and not lower than the average level of the same industry.
The third lifting limit (2) is based on the average net profit deducted from non parent company in the three years from 2018 to 2020. The average growth rate of net profit deducted from non parent company in the three years from 2022 to 2024 is not less than 25% and not lower than the average level of the same industry.
(3) The proportion of cash dividends in 2024 shall not be less than 15% of the net profit attributable to ordinary shareholders of Listed Companies in the consolidated statements of 2024.
Note: ① recognition of operating income: operating income includes main business income and other business income, and the amount is subject to the operating income in the consolidated income statement of the audited annual report.
② Determination of net profit deducted from non parent company: net profit attributable to shareholders of listed company after deducting non recurring profit and loss, and the calculation of this index does not include incentive cost.
③ If there is an extreme value (± 200%) in the relevant index data of enterprises in the same industry when calculating the average value of the same industry (according to the industry classification standard of the CSRC, Create Technology & Science Co.Ltd(000551) belongs to the “comprehensive” industry), the board of directors of the company shall eliminate the relevant samples according to the authorization of the general meeting of shareholders.
During the period of lifting the restriction, the company will handle the lifting of the restriction for the incentive objects who meet the conditions for lifting the restriction. If the company’s current performance level fails to meet the performance assessment objectives during each period of lifting the restriction, all restricted shares that can be lifted in the corresponding assessment year of incentive objects shall not be lifted, and the company shall repurchase according to the lower of the grant price and the stock market price at the time of repurchase (the average transaction price of the company’s underlying shares on the trading day before the board of Directors considers the repurchase).
2. Performance appraisal requirements at the individual level of incentive objects
The individual assessment of incentive objects shall be conducted annually in accordance with the company’s measures for the administration of the assessment of the implementation of restricted stock incentive plan in 2021. The assessment results shall be determined by the individual performance assessment indicators. In principle, the performance assessment results are divided into four grades: A, B, C and D. The assessment and evaluation form is applicable to the assessment of all incentive objects involved in the incentive plan.
Total assessment score 90 ≤ x ≤ 100 75 ≤ x < 90 60 ≤ x < 75 x < 60
Assessment grade a excellent B good C pass D fail
Standard coefficient 1.0 1.0 0.8 0
Only after the incentive object passed the examination in the previous year can it be qualified to lift the restrictions on the sale of restricted shares in the current year. The actual amount of the individual lifting the restrictions in the current year = the standard coefficient × The individual plans to lift the sales restriction limit in the current year. When the annual incentive object fails to lift the restricted shares, the company shall repurchase the restricted shares according to the lower value of the grant price and the stock market price (the average trading price of the company’s underlying shares one trading day before the board of Directors considers the repurchase). 3、 Differences between the equity incentive plan implemented this time and the equity incentive plan approved by the general meeting of shareholders
This grant
