Securities code: 300909 securities abbreviation: Shenzhen Hui Chuang Da Technology Co.Ltd(300909) Announcement No.: 2022-016 Shenzhen Hui Chuang Da Technology Co.Ltd(300909)
Announcement on the revision of restricted stock incentive plan (Draft) and related documents in 2022
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.
Shenzhen Hui Chuang Da Technology Co.Ltd(300909) (hereinafter referred to as "the company") held the 23rd Meeting of the second board of directors and the 18th meeting of the second board of supervisors on January 24, 2022, deliberated and adopted the proposal on > and other relevant proposals, Relevant contents have been posted on cninfo (www.cn. Info. Com. CN.) on January 26, 2022 Notice.
In order to better implement the equity incentive plan, the company held the 25th meeting of the second board of directors and the 19th meeting of the second board of supervisors on February 24, 2022 to revise the original Shenzhen Hui Chuang Da Technology Co.Ltd(300909) 2022 restricted stock incentive plan (Draft) and its relevant documents. 1、 Reasons for this revision
In order to improve the effect of equity incentive and further protect the interests of listed companies and all shareholders, ensure the stability of the company's core team, fully mobilize the enthusiasm of employees, effectively combine the interests of the company, shareholders and employees, and ensure the realization of the company's long-term development goals, taking into account the principles of fairness, rationality and operability, The company plans to adjust the relevant contents of the restricted stock incentive plan in 2022.
2、 Description of this revision
In order to promote the smooth implementation of the company's restricted stock incentive plan in 2022 and improve the performance evaluation objectives of the incentive objects, after comprehensive evaluation and careful consideration, the company decided to revise the scientific and reasonable description of the company level performance evaluation requirements and evaluation indicators of the incentive objects in the Shenzhen Hui Chuang Da Technology Co.Ltd(300909) 2022 restricted stock incentive plan (Draft) and its abstract, The specific amendments are as follows:
(I) Chapter V 4. Performance appraisal requirements of incentive objects at the company level
Before revision:
The incentive plan takes the net profit of 2020 as the performance base and compares the net profit of each assessment year
Assess the growth rate of net profit in 2020, and determine the ownership proportion at the company level according to the completion of the above indicators.
Part of the assessment years granted for the first time are three fiscal years from 2022 to 2024, with one assessment in each fiscal year. The proportion of attribution coefficient at the company level is determined according to the completion of annual performance assessment objectives, and some annual performance assessment objectives are awarded for the first time, as shown in the table below:
Annual performance assessment indicators in the vesting period
The first attribution period in 2022 is based on the net profit in 2020, and the growth rate of net profit in 2022 is no less than 65%
The second attribution period in 2023 is based on the net profit in 2020, and the growth rate of net profit in 2023 is no less than 85%
The third attribution period in 2024 is based on the net profit in 2020, and the net profit growth rate in 2024 is not less than 100%
Note: the above "net profit" shall be subject to the audited consolidated statement of the accounting firm, which refers to the net profit belonging to the listed company, and the value excluding the impact of share based payment expenses of all incentive plans of the company and its subsidiaries within the validity period shall be used as the calculation basis (the same below).
If the restricted shares reserved for grant in the incentive plan are granted in 2022, the assessment arrangements of the reserved performance assessment years and each assessment year are the same as those of the first grant.
If the restricted shares reserved for grant in the incentive plan are granted in 2023, the assessment year of the restricted shares reserved for grant is two fiscal years from 2023 to 2024, one assessment in each fiscal year, and the specific assessment objectives are as follows:
Annual performance assessment indicators in the vesting period
The first attribution period in 2023 is based on the net profit in 2020, and the growth rate of net profit in 2023 is no less than 85%
The second attribution period in 2024 is based on the net profit in 2020, and the growth rate of net profit in 2024 is not less than 100%
If the company fails to meet the above performance appraisal objectives, all restricted shares of all incentive objects that are planned to belong in the current year will be cancelled and invalidated.
Revised:
The incentive plan takes the net profit of 2020 as the performance base and compares the net profit of each assessment year
Assess the growth rate of net profit in 2020, and determine the ownership proportion at the company level according to the completion of the above indicators.
Part of the assessment years granted for the first time are three fiscal years from 2022 to 2024, with one assessment in each fiscal year. The proportion of attribution coefficient at the company level is determined according to the completion of annual performance assessment objectives, and some annual performance assessment objectives are awarded for the first time, as shown in the table below:
Annual performance assessment indicators in the vesting period
The first attribution period in 2022 is based on the net profit in 2020, and the net profit growth rate in 2022 is not less than 70%
The second attribution period in 2023 is based on the net profit in 2020, and the growth rate of net profit in 2023 is no less than 90%
The third attribution period in 2024 is based on the net profit in 2020, and the growth rate of net profit in 2024 is no less than 110%
Note: the above "net profit" is subject to the audited consolidated statement of the accounting firm, which refers to the net profit belonging to the listed company, excluding the impact of share based payment expenses of all incentive plans of the company and its subsidiaries within the validity period, After Dongguan xinweixing Electronics Co., Ltd. (hereinafter referred to as "xinweixing") is incorporated into the company's consolidated statements within the validity period, the value affected by xinweixing's own performance is also excluded as the calculation basis (the same below).
If the restricted shares reserved for grant in the incentive plan are granted in 2022, the assessment arrangements of the reserved performance assessment years and each assessment year are the same as those of the first grant.
If the restricted shares reserved for grant in the incentive plan are granted in 2023, the assessment year of the restricted shares reserved for grant is two fiscal years from 2023 to 2024, one assessment in each fiscal year, and the specific assessment objectives are as follows:
Annual performance assessment indicators in the vesting period
The first attribution period in 2023 is based on the net profit in 2020, and the growth rate of net profit in 2023 is no less than 90%
The second attribution period in 2024 is based on the net profit in 2020, and the growth rate of net profit in 2024 is no less than 110%
If the company fails to meet the above performance appraisal objectives, all restricted shares of all incentive objects that are planned to belong in the current year will be cancelled and invalidated.
(II) Chapter V 6. Explanation of scientificity and rationality of assessment indicators
Before revision:
The establishment of assessment indicators of the company's restricted stock incentive plan complies with the basic provisions of laws and regulations and the articles of association. The evaluation indicators of the incentive plan are divided into two levels, namely, performance evaluation at the company level and performance evaluation at the individual level of incentive objects.
The company level performance index is the net profit growth rate, which reflects the ultimate embodiment of the company's profitability and enterprise growth, and can establish a better image of the capital market. In order to realize the company's strategy and maintain the existing competitiveness, the company plans to fully stimulate the enthusiasm of the company's managers and core backbone through the effective implementation of the equity incentive plan. After reasonable prediction and taking into account the incentive effect of the incentive plan, the company will take the net profit of 2020 as the base, and the growth rate of the net profit realized by the company from 2022 to 2024 (referring to the net profit belonging to the listed company and excluding the influence of share based payment expenses of all incentive plans of the company and its subsidiaries within the validity period as the calculation basis) will not be less than 65%, 85% and 100% respectively. The performance indicators are set by the company in combination with the current situation of the company, future strategic planning and the development of the industry. The assessment indicators set are challenging, which will help to continuously improve the profitability of the company and mobilize the enthusiasm of employees, ensure the realization of the company's future development strategy and business objectives, and bring more efficiency and benefits to shareholders More lasting returns. At the same time, the company has also set up a performance appraisal system for individuals, which can make a more accurate and comprehensive comprehensive evaluation of the work performance of incentive objects. The company will determine whether the individual incentive object meets the ownership conditions of restricted shares according to the annual performance evaluation results of the incentive object.
To sum up, the assessment system of the company's incentive plan is comprehensive, comprehensive and operable, the setting of assessment indicators is scientific and reasonable, and has a restrictive effect on Incentive objects, which can achieve the assessment purpose of the incentive plan.
Revised:
The establishment of assessment indicators of the company's restricted stock incentive plan complies with the basic provisions of laws and regulations and the articles of association. The evaluation indicators of the incentive plan are divided into two levels, namely, performance evaluation at the company level and performance evaluation at the individual level of incentive objects.
The company level performance index is the net profit growth rate, which reflects the ultimate embodiment of the company's profitability and enterprise growth, and can establish a better image of the capital market. In order to realize the company's strategy and maintain the existing competitiveness, the company plans to fully stimulate the enthusiasm of the company's managers and core backbone through the effective implementation of the equity incentive plan. After reasonable prediction and considering the incentive effect of the incentive plan, the company takes the net profit of 2020 as the base, The net profit realized by the company from 2022 to 2024 (referring to the net profit belonging to the listed company, excluding the value affected by the share based payment expenses of all incentive plans of the company and its subsidiaries within the validity period, and excluding the value affected by the performance of xinweixing after xinweixing is incorporated into the company's consolidated statements within the validity period as the calculation basis) will increase by no less than 70%, 90% and 110% respectively. The performance indicators are set by the company in combination with the current situation of the company, future strategic planning and the development of the industry. The assessment indicators set are challenging, which will help to continuously improve the profitability of the company and mobilize the enthusiasm of employees, ensure the realization of the company's future development strategy and business objectives, and bring more efficiency and benefits to shareholders More lasting returns. At the same time, the company has also set up a performance appraisal system for individuals, which can make a more accurate and comprehensive comprehensive evaluation of the work performance of incentive objects. The company will determine whether the individual incentive object meets the ownership conditions of restricted shares according to the annual performance evaluation results of the incentive object.
To sum up, the assessment system of the company's incentive plan is comprehensive, comprehensive and operable, the setting of assessment indicators is scientific and reasonable, and has a restrictive effect on Incentive objects, which can achieve the assessment purpose of the incentive plan.
3、 Other instructions
In addition to the above amendments, other contents of the Shenzhen Hui Chuang Da Technology Co.Ltd(300909) 2022 restricted stock incentive plan (Draft) remain unchanged. The summary of Shenzhen Hui Chuang Da Technology Co.Ltd(300909) 2022 restricted stock incentive plan (Draft), the administrative measures for the implementation and assessment of Shenzhen Hui Chuang Da Technology Co.Ltd(300909) 2022 restricted stock incentive plan and the independent financial consultant report of Shanghai Rongzheng Investment Consulting Co., Ltd. on the company's 2022 restricted stock incentive plan (Draft) are revised simultaneously.
4、 Impact of this revision on the company
The revision of Shenzhen Hui Chuang Da Technology Co.Ltd(300909) 2022 restricted stock incentive plan (Draft) and its abstract and other documents complies with the provisions of relevant laws and regulations, normative documents and the articles of association, such as the measures for the administration of equity incentive of listed companies, Shenzhen Stock Exchange GEM listed companies self regulatory guide No. 1 - business handling, It will not have a material impact on the company's financial position and operating results.
5、 Opinions of independent directors
The independent directors believe that the revision of the company's restricted stock incentive plan for Shenzhen Hui Chuang Da Technology Co.Ltd(300909) 2022 (Draft) and its summary is in line with the basic principles and implementation purpose of the incentive mechanism, which is conducive to the company's maintaining the stability of core personnel, fully mobilizing the enthusiasm of the team, enhancing the centripetal force and combat effectiveness of the team, and conducive to the sustainable and healthy development of the company, There are no circumstances that harm the interests of the company and all shareholders, especially the minority shareholders, and comply with the provisions of the company law, the securities law of the people's Republic of China, the measures for the administration of equity incentive of listed companies and other relevant laws and regulations, normative documents and the articles of association. In conclusion, the independent directors of the company unanimously agreed to revise the relevant contents of the Shenzhen Hui Chuang Da Technology Co.Ltd(300909) 2022 restricted stock incentive plan (Draft) and its summary, and agreed to submit the matter to the general meeting of shareholders of the company for deliberation.
6、 Opinions of the board of supervisors
The Shenzhen Hui Chuang Da Technology Co.Ltd(300909) 2022 restricted stock incentive plan (Revised Draft) and its abstract The administrative measures for the assessment of the implementation of the restricted stock incentive plan in Shenzhen Hui Chuang Da Technology Co.Ltd(300909) 2022 (Revised Version) comply with the company law, the securities law of the people's Republic of China, the administrative measures for equity incentive of listed companies, the Listing Rules of Shenzhen Stock Exchange on the gem, and the self regulatory guide for companies listed on the gem of Shenzhen Stock Exchange No. 1 - business handling And other relevant laws, regulations and normative documents, as well as the provisions of the articles of association. The implementation of this incentive plan will help to further improve the corporate governance structure, attract and retain excellent talents, and effectively integrate the company, shareholders and backbone
