Securities code: 300935 securities abbreviation: Beijing Yjk Building Software Co.Ltd(300935) Announcement No.: 2022-005 Beijing Yjk Building Software Co.Ltd(300935)
On granting restricted stock incentive plan in 2021 to incentive objects
Announcement of reserving some restricted shares
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.
Beijing Yjk Building Software Co.Ltd(300935) (hereinafter referred to as "the company") the reserved restricted stock grant conditions specified in the 2021 restricted stock incentive plan (hereinafter referred to as "the incentive plan" and "the incentive plan") have been fulfilled. According to the authorization of the company's 2020 annual general meeting, the company held the ninth meeting of the third board of directors and the eighth meeting of the third board of supervisors on February 22, 2022, The proposal on granting restricted shares to incentive objects in 2021 and reserving some restricted shares in the incentive plan was reviewed and approved. It was determined that February 22, 2022 was the reserved grant date, and 149000 class II restricted shares (hereinafter referred to as "this grant") were granted to 78 incentive objects who met the grant conditions at the grant price of 38.08 yuan / share. The relevant matters are explained as follows:
1、 Brief introduction of incentive plan
The company held the 2020 annual general meeting of shareholders on May 19, 2021, deliberated and passed the proposal on the company's restricted stock incentive plan (Draft) in 2021 and its summary and other relevant proposals, the main contents of which are as follows:
1. Incentive method: the second type of restricted stock
2. Stock source: the company issues A-share common stock to the incentive object.
3. Number of shares granted: the total number of restricted shares to be granted under the incentive plan shall not exceed 750000 shares, accounting for 1.33% of the total share capital of the company at the time of announcement of the incentive plan. Among them, 601000 shares were granted for the first time, accounting for 1.06% of the total share capital of the company when the incentive plan was announced, and the part granted for the first time accounted for 80.13% of the total equity granted this time; 149000 shares are reserved, accounting for 0.26% of the total share capital of the company when the incentive plan is announced, and the reserved part accounts for 19.87% of the total equity granted this time.
4. Distribution of incentive objects and restricted shares granted: the total number of incentive objects granted for the first time in this incentive plan is 94, and the incentive objects are the core technical / business personnel of the company. It does not include independent directors, supervisors, shareholders or actual controllers who individually or jointly hold more than 5% of the company's shares and their spouses, parents, children and foreign employees.
The distribution of restricted shares granted by the incentive plan among incentive objects is shown in the table below:
Name and position proportion of restricted shares granted to restricted shares granted to the total number of votes (10000 shares) at the time of announcement of the incentive plan proportion of the total share capital of the company
Core technical / business personnel (94 persons) 60.10 80.13% 1.06%
Reserved part 14.90 19.87% 0.26%
Total 75.00 100.00% 1.33%
Note: 1. 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 20% of the total share capital of the company when the equity incentive plan is submitted to the general meeting of shareholders;
2. If the total number in the above table is inconsistent with the mantissa of the sum of the sub item values, it is caused by rounding;
3. The incentive objects of the reserved part shall be determined 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 of lawyers and the legal opinions are issued, the company shall timely and accurately disclose the relevant information of the incentive objects on the designated website as required.
5. Ownership arrangement of incentive plan
The restricted shares granted by the incentive plan will be vested in several times according to the agreed proportion after the incentive object meets the corresponding vesting conditions. The vesting date must be the trading day, and the acquired restricted shares shall not be vested in the following periods: (1) within 30 days before the announcement of the company's annual report and semi annual report, if the announcement date is postponed due to special reasons, From 30 days before the original appointment announcement date;
(2) Within 10 days before the announcement of the company's quarterly report, performance forecast and performance express;
(3) From the date of major events that may have a great impact on the trading price of the company's shares and their derivatives or the date of entering the decision-making process to the date of disclosure according to law;
(4) Other periods stipulated by the CSRC and Shenzhen Stock Exchange.
The ownership proportion of each batch of restricted shares granted for the first time in the incentive plan is shown in the table below:
Proportion of the number of vested interests in the total amount of restricted shares granted for the first time at the time of ownership arrangement
The first grant is from the first trading day after 12 months from the date of the first grant to the date of the first grant
40% on the last trading day within 24 months from the date of grant of the first vesting period
The first grant is from the first trading day after 24 months from the date of the first grant to the first 30%
The last trading day within 36 months from the date of grant of the second vesting period
The first grant is from the first trading day after 36 months from the date of the first grant to the date of the first grant
30% on the last trading day within 48 months from the date of grant of the third vesting period
If part of the reserved restricted shares are granted in 2021, the vesting period and vesting arrangement of each year are consistent with that of the first grant; If some reserved restricted shares are granted in 2022, the vesting period and vesting arrangement of each year are shown in the table below:
Proportion of the number of vested rights and interests in the total amount of restricted shares reserved for grant at the time of ownership arrangement
The reserved grant starts from the first trading day after 12 months from the date of reserved grant to the date of reserved grant
50% on the last trading day within 24 months from the date of grant of the first vesting period
The reserved grant starts from the first trading day after 24 months from the date of reserved grant to the date of reserved grant
50% of the second vesting period ends on the last trading day within 36 months from the date of grant
Restricted shares that have not been vested within the above agreed period or that cannot be applied for vesting due to failure to meet the vesting conditions shall not be vested, invalid and invalid.
The restricted shares granted to the incentive object but not yet vested, the shares obtained due to the conversion of capital reserve into share capital, stock dividend and stock subdivision, are subject to the vesting conditions at the same time, and shall not be sold in the secondary market or transferred in other ways before vesting. If the restricted shares cannot be vested at that time, the shares obtained for the above reasons shall also not be vested.
6. Performance assessment requirements for the ownership of restricted shares
(1) Company level performance assessment requirements
The vesting assessment year of the incentive plan is three fiscal years from 2021 to 2023, one assessment in each fiscal year. The performance assessment objectives of the restricted shares granted for the first time in each year are as follows:
Annual performance assessment objectives corresponding to the attribution period
The first vesting period for the first time is 2021, and the operating revenue in 2021 is not less than 190 million yuan;
Annual operating income relative to 2020 growth rate (a) belongs to the corresponding assessment year
Target value (AM) trigger value (an)
First grant second vesting period 2022 52% 45%
First grant of the third vesting period in 2023 82% 67%
Performance completion of assessment indicators company level ownership proportion (x)
A≧Am X=100%
Annual operating income relative to 2020 an ≤ a < am x = 95%
Growth rate (a)
A<An X=0
Note: the above "operating income" refers to the audited operating income of the listed company.
If the reserved part is awarded in 2021, the annual performance assessment objectives of the reserved part are the same as those granted for the first time; If the reserved part is granted in 2022, the annual performance assessment objectives of the reserved part are as follows:
Performance appraisal objectives
Growth rate of annual operating income in the assessment year corresponding to the attribution period relative to 2020 (a)
Target value (AM) trigger value (an)
Reserved for the first vesting period 2022 52% 45%
Reserved for the second vesting period 2023 82% 67%
Performance completion of assessment indicators company level ownership proportion (x)
A≧Am X=100%
Annual operating income relative to 2020 an ≤ a < am x = 95%
Growth rate (a)
A<An X=0
Note: the above "operating income" refers to the audited operating income of the listed company.
If the company fails to meet the above performance assessment objectives, all restricted shares of incentive objects that are planned to be vested in the current year shall not be vested or deferred to the next period, and shall be invalid.
(2) Performance appraisal requirements at individual level
The remuneration and assessment committee of the board of directors will score the comprehensive assessment of the incentive object in each assessment year, and determine its ownership proportion according to the performance completion rate of the incentive object. If the annual performance assessment at the company level meets the standard, the actual ownership quantity of the incentive object in the current year = the ownership proportion at the individual level × The planned number of individuals in the current year. The performance evaluation results of incentive objects are divided into two grades: qualified and unqualified. The evaluation form is applicable to the evaluation objects. At that time, the ownership proportion of incentive objects will be determined according to the following table:
Qualified or unqualified evaluation results
Ownership ratio 100% 0%
People's performance appraisal "meets the standard"; If the individual performance appraisal result of the incentive object in the previous year is "unqualified", the individual performance appraisal of the incentive object in the previous year is "unqualified".
The restricted shares that cannot be attributed to the incentive object in the assessment year shall be invalid and shall not be deferred to the next year. 2、 Relevant approval procedures of the incentive plan have been performed
1. On April 26, 2021, the company held the fifth meeting of the third board of directors and the fourth meeting of the third board of supervisors, deliberated and adopted the proposal on the company's restricted stock incentive plan in 2021 (Draft) > and its summary and other proposals related to the incentive plan. The independent directors of the company expressed their independent opinions, The board of supervisors checked the list of incentive objects granted restricted shares for the first time.
2、2021
