Securities code: 002878 securities abbreviation: Beijing Yuanlong Yato Culture Dissemination Co.Ltd(002878) Announcement No.: 2021-079
Beijing Yuanlong Yato Culture Dissemination Co.Ltd(002878)
About the first exercise period of 2020 stock option incentive plan
Suggestive announcement adopting independent exercise mode
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. Special tips:
1. The stock option is abbreviated as Yuanlong jlc1, and the stock option code is 037891.
2. There are 115 incentive objects who meet the exercise conditions this time. The number of stock options that can be exercised is 2650640, accounting for 1.197% of the company’s total share capital, and the exercise price is 24.73 yuan / share.
3. The actual exercisable period of this stock option is from December 22, 2021 to November 25, 2022. As of the date of this announcement, relevant procedures have been completed in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd.
4. If all the exercisable stock options are exercised this time, the company’s shares still meet the listing conditions.
5. This exercise adopts the independent exercise mode. The company has reached an agreement with the incentive object on the independent exercise mode and the choice of the undertaking securities firm, and clearly agreed on the rights and responsibilities of all parties.
Beijing Yuanlong Yato Culture Dissemination Co.Ltd(002878) (hereinafter referred to as “the company”) convened the third meeting of the Fourth Board of directors and the third meeting of the Fourth Board of supervisors on November 25, 2021, deliberated and adopted the proposal on the achievement of exercise conditions in the first exercise period of the first part of the company’s 2020 stock option incentive plan. According to the company’s Beijing Yuanlong Yato Culture Dissemination Co.Ltd(002878) 2020 stock option incentive plan (Draft) and its summary (hereinafter referred to as “option incentive plan”) ）According to the relevant provisions of the company’s 2020 stock option incentive plan, the exercise conditions in the first exercise period have been met, and it is agreed that 115 incentive objects meeting the exercise conditions can exercise 2650640 stock options in the first exercise period, and the exercise price is 24.73 yuan / share. The first exercise period of this time adopts the method of independent exercise.
For details, please refer to cninfo.com on November 26, 2021（ http://www.cn.info.com..cn./ ）Resolution of the third meeting of the Fourth Board of directors (Announcement No.: 2021-064), resolution of the third meeting of the Fourth Board of supervisors (Announcement No.: 2020-063) and announcement on the achievement of exercise conditions for the first exercise period of stock options granted for the first time in 2020 stock option incentive plan (announcement No.: 2021-062).
As of the date of this announcement, the independent exercise has been approved by Shenzhen Stock Exchange, and the company has completed the registration and declaration of independent exercise in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. The specific arrangements for this independent exercise are as follows:
1、 Stock option code and abbreviation
Stock option abbreviation: Yuanlong jlc1
Stock option Code: 037891
2、 Source of exercise shares
The company’s A-share common stock issued to the incentive object.
3、 Exercise price and number of exercisable rights
In the first exercise period, the exercise price is 24.73 yuan / share, 115 incentive objects meet the exercise conditions, and the number of stock options exercisable is 2650640, accounting for 1.197% of the company’s total share capital. The details are shown in the table below:
Proportion of the number of stock options held in this exercise before this exercise in this exercise
No. Name title number of stock options total amount of equity granted in incentive plan (10000 copies)
(10000 copies)
1、 Directors, supervisors and senior managers
1 Rao Xiuli, deputy general manager 15.9006 3600.848%
2 Wang Sheng, deputy general manager 30.82012 3281.644%
3 Chen Tao, deputy general manager 9.0303 6120.482%
4 Zhao huaidong, deputy general manager 9281.457%
5 Xiang Jing, director and deputy general manager 33.50013 4001.787%
6 Xiang Wenyan, deputy general manager 19.8207 9281.057%
7 Bian Yuchen, director and deputy general manager 26.57010 6281.417%
Subtotal of senior management 162.96065 1848.692%
2、 Other incentive objects
Key employees: 515.790199 88026.651%
Total 678.750265 6435.343%
Note: the actual exercise quantity shall be subject to the registration of Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. If the company has matters such as dividend distribution, conversion of capital reserve into share capital, distribution of stock dividend, stock subdivision, allotment or reduction of shares before exercise, the number of equity options and exercise price will be adjusted accordingly.
4、 Explanation on the consistency between the incentive object’s exercisable right and the grant announcement
1. Description of exercise price adjustment
The company implemented the 2020 annual profit distribution plan on May 13, 2021. Based on the company’s total share capital of 221414107 shares as of March 31, 2021, the company distributed cash dividends of RMB 3.60 (including tax) for every 10 shares to all shareholders, with a total distribution of RMB 79.7091 million.
According to the authorization of the first extraordinary general meeting in 2020, due to the implementation of the equity distribution plan by the company, the exercise price of the stock option incentive plan in 2020 is adjusted. The exercise price of the granted stock option before the adjustment is 25.09 yuan / share and the exercise price of the adjusted granted stock option is 24.73 yuan / share. The company held the third meeting of the Fourth Board of directors and the third meeting of the Fourth Board of supervisors on November 25, 2021, deliberated and adopted the proposal on adjusting the exercise price of the first grant part of the company’s 2020 stock option incentive plan, and agreed to adjust the exercise price of the 2020 stock option incentive plan.
2. Description of cancellation of some stock options
Before this exercise, some incentive objects no longer meet the conditions for becoming incentive objects due to resignation; In addition, because some incentive objects do not reach the excellent level in the performance appraisal, the company will cancel a certain proportion of their sales restriction amount in the current year according to their performance level. So, Among the 116 objects of the incentive plan, 115 are exercisable (one of them is unqualified in the current assessment, the number of exercisable weights is zero, and the exercise conditions are not met), and the total number of exercisable stock options is 2650640. For details, see the announcement on marketing the first grant of stock options in the 2020 stock option incentive plan issued on the same day as this announcement 。 In addition to the above circumstances, the number and quantity of exercisable incentive objects are consistent with the announcement of the completion of the company’s grant registration.
5、 Exercise period and vesting date
The incentive objects first granted under the 2020 stock option incentive plan shall be from the date of grant (November 26, 2020) can be exercised after 12 months. The incentive object can exercise the granted stock options in three periods. The first exercise period is from the first trading day 12 months after the authorization date to the last trading day 24 months from the authorization date. Therefore, the first exercise period of stock options first granted under the 2020 stock option incentive plan is December 2021 The vesting date is from November 22 to November 25, 2022.
The exercise date must be a trading day, but may not be exercised within the following periods:
① Within 30 days before the publication of the periodic report, if the announcement date of the annual report and semi annual report is delayed due to special reasons, it shall be calculated from 30 days before the original scheduled announcement date to 1 day before the announcement;
② Within 10 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 procedures to 2 trading days after disclosure according to law;
④ Other periods stipulated by CSRC and Shenzhen Stock Exchange.
The above “major events with great impact” are transactions or other major events that the company shall disclose in accordance with the stock listing rules of Shenzhen Stock Exchange.
According to the option incentive plan, the options that fail to obtain the exercise right or the stock options that have not been exercised in the current period after the end of the exercise period will be cancelled immediately, and the company will recover them free of charge and cancel them uniformly.
6、 Exercise method
This stock option exercise adopts the independent exercise mode. The independent exercise undertaking securities company of the company is CICC wealth Securities Co., Ltd. the undertaking securities company has promised in the business commitment that the independent exercise business system provided to the company and incentive objects fully meets the independent exercise business operation and relevant compliance requirements.
7、 Description of the purchase and sale of the company’s shares by the directors and senior managers participating in the incentive within 6 months of the date of this announcement
After verification, the directors and senior managers participating in the stock option incentive plan did not buy or sell the company’s shares within 6 months of the date of this announcement.
8、 Treatment of unqualified stock options
Some incentive objects are no longer qualified as incentive objects due to resignation. Due to personal performance evaluation, all or part of the stock options planned to be exercised during the exercise period shall not be exercised, and the company will cancel the corresponding stock options in accordance with the regulations. According to the provisions of the option incentive plan, if the incentive object meets the exercise conditions, it must exercise within the exercise period specified in the plan. The stock options that have not been exercised or not fully exercised during this exercise period shall not be deferred to the next exercise, and this part of the stock options shall be cancelled by the company.
9、 Changes in share capital
This exercise will not have a significant impact on the equity structure of the company, and the controlling shareholders of the company will not change. After the first exercise period of the equity incentive plan, the company’s shares still meet the listing conditions. If all the exercisable stock options are exercised, the company’s share capital will increase by 2650640 shares, and the changes in share capital structure will be shown in the following table:
Before and after this change
Proportion of project shares (%)
(shares) (shares)
1、 Restricted sales conditions: 3465735515.65% – 26506403200671514.46%
Common / non tradable shares
2、 Unlimited sales conditions 18675675284.35% 265064018940739285.54%
Tradable shares
3、 Total share capital 221414107100% – 221414107100%
10、 Impact of this exercise on the company
1. Impact on the company’s financial status and operating results in the current year
The stock option expenses related to this exercise will be amortized within the waiting period in accordance with the relevant accounting standards and accounting systems, included in the cost, and the capital reserve will be increased accordingly. According to the option incentive plan, assuming that all the exercisable stock options in this period are exercised, the total share capital of the company will increase by 2650640 shares, which has little impact on the basic earnings per share of the company. The specific impact is subject to the data audited by accountants.
2. The impact of choosing the independent exercise mode on the valuation method of stock options the company uses the Black Scholes option pricing model to determine the fair value of stock options on the grant date
