Securities code: 002609 securities abbreviation: Shenzhen Jieshun Science And Technology Industry Co.Ltd(002609) Announcement No.: 2022-018 Shenzhen Jieshun Science And Technology Industry Co.Ltd(002609)
Announcement on the first grant of stock options and restricted shares to incentive objects 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 Jieshun Science And Technology Industry Co.Ltd(002609) (hereinafter referred to as “the company”) successively held the 21st Meeting of the 5th board of directors and the 19th meeting of the 5th board of supervisors on February 25, 2022, and deliberated and adopted the proposal on matters related to the adjustment of the company’s 2021 stock option and restricted stock incentive plan According to the proposal on the first grant of stock options and restricted stocks to the incentive objects of the company’s 2021 stock option and restricted stock incentive plan, the board of directors of the company believes that the conditions for the first grant stipulated in the 2021 stock option and restricted stock incentive plan (hereinafter referred to as “the incentive plan”) have been met, It is agreed to determine February 25, 2022 as the first grant date of this incentive plan, grant 8.4726 million stock options to 591 eligible incentive objects for the first time, and grant 5.6484 million restricted shares to 591 incentive objects for the first time. The details are as follows:
1、 Brief description of the incentive plan and the approval procedures performed
(I) brief description of this incentive plan
On January 25, 2022, the company held the first extraordinary general meeting of shareholders in 2022, deliberated and approved the relevant proposals such as the company’s 2021 stock option and restricted stock incentive plan (Draft) (hereinafter referred to as “incentive plan (Draft)”), and the main contents of this incentive plan are as follows:
1. Grant tool
The incentive tools adopted in this incentive plan are stock options and restricted stocks.
2. Source of underlying stock
The stock source is the company’s A-share common stock issued to the incentive object.
3. Number of incentive objects and granted rights and interests
In view of the fact that 28 of the first incentive objects determined in the incentive plan (Draft) voluntarily give up the subscription of all stock options and restricted shares to be granted due to resignation or their own reasons, according to the relevant authorization of the general meeting of shareholders, the board of directors of the company agrees to adjust the list of incentive objects and the number of rights and interests granted for the first time in the incentive plan.
The incentive objects granted for the first time in the incentive plan are adjusted from 619 to 591. The incentive objects include directors, senior managers and core backbone employees who worked in the company (including branches and holding subsidiaries, the same below) when the company announced the incentive plan.
The total number of rights and interests granted to incentive objects in this incentive plan is 16 million. The total number of rights and interests remains unchanged before and after adjustment, and the number of reserved rights and interests does not exceed 20% of the total number of rights and interests granted in this incentive plan. Among them, the number of first granted rights and interests was adjusted from 14.68 million to 14.121 million, and the number of reserved granted rights and interests was adjusted from 1.32 million to 1.879 million. The equity granted by this incentive plan involves two parts: stock options and restricted stocks. The details are as follows:
(1) Stock option
The incentive objects of stock options granted for the first time in this incentive plan are adjusted from 619 to 591, and the number of stock options granted is 9.6 million, of which the number of stock options granted for the first time is adjusted from 8.888 million to 8.4726 million, and the number of reserved stock options granted is adjusted from 792000 to 1.1274 million.
(2) Restricted stock
In this incentive plan, the number of incentive objects granted restricted shares for the first time was adjusted from 619 to 591, and the number of restricted shares granted was 6.4 million, of which the number of restricted shares granted for the first time was adjusted from 5.872 million to 5.6484 million, and the number of reserved restricted shares granted was adjusted from 528000 to 751600. 4. Exercise price and grant price
The exercise price of stock options (including reserved parts) granted in this incentive plan is 9.47 yuan / share, and the grant price of restricted shares (including reserved parts) granted is 4.74 yuan / share.
During the period from the date of announcement of the draft incentive plan to the completion of the exercise of stock options or the registration of restricted shares by the incentive object, if the company has matters such as the conversion of capital reserve into share capital, the distribution of stock dividends, stock subdivision or reduction, allotment and dividend distribution, the exercise price of stock options and the grant price of restricted shares will be adjusted accordingly. 5. Period of validity
The validity period of this incentive plan is from the date when the registration of the first grant of stock options and restricted shares is completed to the date when all stock options are exercised or cancelled and restricted shares are lifted or repurchased, with a maximum of 60 months.
6. Stock option timing
(1) Grant date
The grant date shall be determined by the board of directors of the company after the incentive plan is deliberated and approved by the general meeting of shareholders of the company, and the grant date must be the trading day. The company shall grant stock options and complete announcement, registration and other relevant procedures within 60 days after the deliberation and approval of the general meeting of shareholders. If the company fails to complete the above work within 60 days, it shall disclose the reasons for the failure in time, announce the termination of the implementation of the equity incentive plan, and the stock options not granted shall be invalid. According to the administrative measures for equity incentive of listed companies (hereinafter referred to as the “administrative measures”), the period during which a listed company may not grant rights and interests shall not be counted within 60 days.
(2) Waiting period
Different waiting periods are applicable to the stock options granted to the incentive object. The waiting periods of the stock options granted for the first time are 12 months, 24 months and 36 months from the date of completion of the registration of the corresponding grant part. During the waiting period, the stock options granted to the incentive object shall not be transferred, used to guarantee or repay debts.
(3) Vesting date
After the incentive plan is approved by the general meeting of shareholders, the stock option can be exercised after 12 months from the date of completion of the registration of the corresponding grant part. The exercisable date must be a trading day, but may not be exercised within the following periods:
① Within 30 days before the announcement of the company’s periodic report, if the announcement date of the periodic report is delayed due to special reasons, it shall be calculated from 30 days before the original scheduled announcement date to the day before the announcement;
② Ten days before the announcement of the company’s 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 two trading days after disclosure according to law;
④ Other periods stipulated by the CSRC and Shenzhen Stock Exchange.
(4) Exercise arrangement
The exercise period of stock options granted by this incentive plan and the exercise schedule of each period are shown in the table:
Exercise arrangement exercise time exercise proportion
The first trading day after 12 months from the date when the registration of the corresponding granted part of stock options is completed
The first exercise period starts from the last 30% trading day within 24 months from the date of completion of registration of the corresponding granted part of stock options
The first trading day after 24 months from the date when the registration of the corresponding granted part of stock options is completed
The second exercise period starts from the last 30% trading day within 36 months from the date of completion of registration of the corresponding granted stock options
The first trading day 36 months after the completion of the registration of the corresponding granted part of the stock options
The third exercise period starts from the last 40% trading day within 48 months from the date of completion of registration of the corresponding granted stock options
The exercise period of some stock options and the exercise schedule of each period reserved in this incentive plan are consistent with that of some stock options granted for the first time.
The incentive object must complete the exercise within the validity period of the stock option incentive plan. If the exercise conditions are not met, the current stock option shall not be exercised or deferred to the next exercise. If the exercise conditions are met, but all the stock options that have not been exercised during the above exercise period shall be cancelled by the company.
(5) Lock up period
The lock up period refers to the time period during which the shares obtained by the incentive object after exercise are restricted. The prohibition provisions of this incentive plan are implemented in accordance with the company law, securities law and other relevant laws, regulations, normative documents and the articles of association. The specific provisions are as follows:
① If the incentive objects are directors and senior managers of the company, their shares transferred each year during their tenure shall not exceed 25% of the total shares of the company they hold; The company’s shares held by him shall not be transferred within half a year after his resignation.
② If the incentive objects are directors and senior managers of the company, they will sell their shares of the company within 6 months after buying, or buy them again within 6 months after selling, and the income from this will belong to the company, and the board of directors of the company will recover their income.
③ During the validity period of this incentive plan, if there are changes in the relevant laws, regulations, normative documents such as the company law, the securities law and the articles of association on the transfer of shares held by the company’s directors and senior managers, the shares transferred by these incentive objects shall comply with the revised Company law at the time of transfer The securities law and other relevant laws, regulations, normative documents and the articles of association.
(6) Exercise conditions
During the exercise period, the stock options granted to the incentive object can be exercised only when the following conditions are met at the same time:
(I) the company is not under any of the following circumstances:
① The financial and accounting report of the most recent fiscal year is an audit report with a negative opinion or unable to express an opinion issued by a certified public accountant;
② The internal control of the financial report of the latest fiscal year is an audit report with a negative opinion or unable to express an opinion issued by a certified public accountant;
Distribution of profits;
④ Equity incentive is not allowed according to laws and regulations;
⑤ Other circumstances recognized by the CSRC.
(II) the incentive object does not have any of the following situations:
① Being identified as an inappropriate candidate by the stock exchange within 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;
③ Being administratively punished by the CSRC and its dispatched offices or taking market entry prohibition measures for major violations of laws and regulations in the last 12 months;
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.
In case of any of the circumstances specified in article (I) above, the stock options granted but not exercised by all incentive objects according to the incentive plan shall be cancelled by the company; If one of the circumstances specified in article (II) above occurs to an incentive object, the stock options granted but not exercised by the incentive object according to the incentive plan shall be cancelled by the company.
(III) company level performance assessment requirements
The exercise assessment year of this incentive plan is three fiscal years from 2022 to 2024. In each fiscal year of the exercise period, the performance assessment and exercise are carried out by year, so as to meet the performance assessment objectives as the exercise conditions of the incentive object. The annual performance evaluation objectives of stock options granted under this incentive plan are arranged as follows:
Performance appraisal objectives of exercise arrangement
The first exercise period is based on the net profit in 2020, and the net profit growth rate in 2022 will not be less than 40%
The second exercise period is based on the net profit in 2020, and the net profit growth rate in 2023 shall not be less than 75%
The third exercise period is based on the net profit in 2020, and the net profit growth rate in 2024 shall not be less than 120%
Note: the above “net profit” index is calculated based on the audited net profit attributable to the shareholders of the listed company excluding the impact of the incentive cost of this and other incentive plans, the same below.
If the company fails to meet the above performance assessment objectives, the stock options of all incentive objects corresponding to the current planned exercise in the assessment year shall not be exercised and shall be cancelled by the company.
(IV) performance appraisal requirements at individual level
On the premise that the assessment at the company level meets the standard, the company will determine whether the incentive object can exercise the right in the current year according to the individual performance assessment results of the incentive object. If the individual performance appraisal result of the incentive object is qualified, the stock options granted can be exercised if they enter the exercise period in the current period. If the individual performance appraisal result of the incentive object is unqualified, the company shall cancel the corresponding part of the stock options of the incentive object that have not been exercised in accordance with the provisions of this incentive plan. 7. Restricted stock timing
(1) Grant date
The grant date shall be determined by the board of directors of the company after the incentive plan is deliberated and approved by the general meeting of shareholders of the company, and the grant date must be the trading day. The company shall grant restricted shares and complete the announcement and registration within 60 days after the deliberation and approval of the general meeting of shareholders. If the company fails to complete the above work within 60 days, it shall timely disclose the reasons for the failure and announce the termination of the implementation of the equity incentive plan. The non granted restricted shares shall become invalid, but the period during which restricted shares shall not be granted shall not be included in the 60 day period.
A listed company shall not grant restricted shares to incentive objects during the following periods:
① Within 30 days before the announcement of the company’s periodic report, if the announcement date of the periodic report is delayed due to special reasons, it shall be calculated from 30 days before the original scheduled announcement date to the day before the announcement;
② Ten days before the announcement of the company’s 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 two trading days after disclosure according to law;
④ Other periods stipulated by the CSRC and Shenzhen Stock Exchange.
