Securities code: 300799 securities abbreviation: Beijing Zuojiang Technology Co.Ltd(300799) Announcement No.: 2021-076 Beijing Zuojiang Technology Co.Ltd(300799)
Announcement on granting reserved 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. Important content tips:
● reserved grant date of restricted shares: December 23, 2021
● number of reserved grants of restricted shares: the total number of reserved rights and interests granted shall not exceed 200000 shares, accounting for about 0.20% of the current total share capital of the company of 102.08 million shares. Among them, 20000 class I restricted shares are reserved for grant, and 180000 class II restricted shares are reserved for grant.
● equity incentive method: class I restricted stock and class II restricted stock
Beijing Zuojiang Technology Co.Ltd(300799) (hereinafter referred to as “the company”) 2021 restricted stock incentive plan (hereinafter referred to as “the incentive plan” and “the incentive plan”) ）The prescribed conditions for the reserved grant of restricted shares have been fulfilled. According to the authorization of the company’s first extraordinary general meeting in 2021, the company held the 24th Meeting of the second board of directors and the 21st Meeting of the second board of supervisors on December 23, 2021, deliberated and adopted the proposal on granting reserved restricted shares to incentive objects, It is determined that the reserved grant date of restricted shares is December 23, 2021. The relevant matters are described as follows:
1、 Brief description of incentive plan
(i) Source of underlying stock
The source of the underlying stock involved in the incentive plan is the company’s directional issuance of A-Shares of common stock to the incentive object.
（2） Objects and number of restricted shares granted
1. The total number of incentive objects granted for the first time in the incentive plan is 77, which are directors, senior managers, middle managers and core technical (business) personnel who served in the company (including wholly-owned subsidiaries or holding subsidiaries, the same below) when the company announced the incentive plan.
2. The total rights and interests to be granted to the incentive objects in the incentive plan shall not exceed 1 million shares, accounting for about 0.98% of the total capital stock of the company at the time of announcement of the draft incentive plan.
Among them, there are 100000 restricted shares of class I, accounting for about 0.10% of the total capital stock of the company at the time of announcement of the draft incentive plan, of which 80000 restricted shares were granted for the first time, accounting for about 0.08% of the total capital stock of the company at the time of announcement of the draft incentive plan, accounting for 8.00% of the total rights and interests to be granted in the incentive plan, 20000 restricted shares are reserved, accounting for about 0.02% of the company’s total share capital of 102 million shares at the time of announcement of the draft incentive plan and 2.00% of the total rights and interests to be granted under the incentive plan. Class II restricted shares are 900000 shares, accounting for about 0.88% of the total capital stock of the company at the time of announcement of the draft incentive plan, of which 720000 restricted shares are granted for the first time, accounting for about 0.71% of the total capital stock of the company at the time of announcement of the draft incentive plan, accounting for 72.00% of the total rights and interests to be granted under the incentive plan; 180000 restricted shares are reserved, accounting for about 0.18% of the company’s total share capital of 102 million shares at the time of announcement of the draft incentive plan and 18.00% of the total rights and interests to be granted under the incentive plan. （3） Sales restriction period and release of sales restriction / ownership arrangement of the incentive plan
1. Class I restricted stock
The first type of restricted shares granted under the incentive plan shall be subject to different sales restriction periods, which are 16 months, 28 months and 40 months respectively from the date of completion of grant registration. The restricted shares granted to the incentive object under the incentive plan shall not be transferred, used for guarantee or debt repayment before the restriction is lifted.
After the expiration of the restriction, the company will handle the lifting of the restriction for the incentive objects who meet the conditions for lifting the restriction. The restricted shares held by the incentive objects who do not meet the conditions for lifting the restriction shall be repurchased and cancelled by the company. When the conditions for lifting the restriction on restricted shares are not fulfilled, the relevant rights and interests shall not be deferred to the next period.
The release period for the first (including reserved) grant of class I restricted shares in the incentive plan and the release schedule of each period are shown in the table below:
Release of restriction arrangement release of restriction time release of restriction proportion
The first release period shall be from the first trading day after 16 months from the date of completion of grant registration to 40% of the grant
The last trading day within 28 months from the date of completion of registration
The second release period is from the first trading day after 28 months from the date of completion of grant registration to 30%
The last trading day within 40 months from the date of completion of registration
The third release period is from the first trading day after 40 months from the date of completion of grant registration to 30%
The last trading day within 52 months from the date of completion of registration
For restricted shares that have not applied for lifting the restrictions on sales within the above agreed period or cannot be lifted due to failure to meet the conditions for lifting the restrictions on sales, the company will repurchase and cancel them in accordance with the principles specified in this incentive plan. The shares such as capital reserve converted into share capital, stock dividend and stock subdivision obtained by the incentive object due to the granted restricted shares that have not yet been lifted shall be restricted at the same time, and shall not be sold in the secondary market or transferred in other ways. The period of lifting the restriction on the sale of such shares is the same as that of lifting the restriction on the sale of restricted shares. If the company repurchases and cancels the restricted shares that have not been lifted at that time, the shares obtained for the above reasons will be repurchased and cancelled together. 2. Class II restricted stock
After the incentive objects meet the corresponding attribution conditions, the class II restricted shares granted by the incentive plan will be attributed in batches according to the agreed proportion. The attribution date must be the trading day, and the class II restricted shares obtained shall not be attributed 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 prescribed by the CSRC and Shenzhen Stock Exchange.
The ownership proportion of each batch of class II restricted shares granted for the first time (including reserved) in the incentive plan is shown in the table below:
Ownership arrangement ownership time ownership proportion
The first vesting period is from the first trading day after 16 months from the date of grant to 40% from the date of grant
End of the last trading day within 28 months
The second vesting period is from the first trading day after 28 months from the date of grant to 30% from the date of grant
End of the last trading day within 40 months
The third vesting period is from the first trading day after 40 months from the date of grant to 30% from the date of grant
End of the last trading day within 52 months
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 class II restricted shares granted to the incentive object under the incentive plan shall not be transferred, used for guarantee or debt repayment before vesting. 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 also subject to the vesting conditions, 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.
（4） Performance assessment requirements for lifting the restriction on sale / ownership of restricted shares
1. Company level performance assessment requirements
The assessment year for the release / attribution of the incentive plan is three fiscal years from 2021 to 2023, one assessment in each fiscal year. The annual performance assessment objectives of class I restricted shares and class II restricted shares granted for the first time (including reserved) are shown in the table below:
Performance assessment objectives in the period of lifting sales restriction / attribution
The first sales restriction release / attribution period is based on the operating revenue in 2020, and the growth rate of operating revenue in 2021 shall not be less than 20%; The second sales restriction lifting / attribution period is based on the operating revenue in 2020, and the growth rate of operating revenue in 2022 will not be less than 40%; The third release / attribution period is based on the operating revenue in 2020, and the growth rate of operating revenue in 2023 will not be less than 60%.
Note: the above “operating income” is calculated based on the data contained in the consolidated statements audited by an accounting firm with securities and futures practice qualification hired by the company.
If the company fails to meet the above performance assessment objectives, all incentive objects shall not lift the restrictions on the sale of class I restricted shares granted in the corresponding assessment year or defer to the next period. The company shall repurchase and cancel the restrictions, and the repurchase price is the sum of the grant price and the deposit interest of the bank in the same period. 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 individual level assessment of incentive objects shall be implemented in accordance with the relevant provisions of the company’s current salary and assessment. The company will rate the comprehensive evaluation of the incentive object in each evaluation year, and determine the proportion of lifting the sales restriction / ownership according to the performance evaluation results of the incentive object:
Assessment result AB + BC
Release of restrictions / ownership ratio 100% 100% 85% 0
If the annual performance assessment at the company level reaches the standard, the actual sales restriction / ownership limit of the incentive object in the current year = the proportion of sales restriction / ownership lifted at the individual level × The individual plans to lift the sales restriction / ownership limit in the current year.
Restricted shares that cannot be released in the year of assessment of incentive objects shall be repurchased and cancelled by the company, and the repurchase price shall be the sum of the grant price and the deposit interest of the bank in the same period. 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、 Decision making procedures and approval of equity incentive plan
(i) On January 25, 2021, the 15th meeting of the second board of directors of the company deliberated and adopted the
<公司 2021 年限制性股票激励计划（草案）>
And its summary
< 公司 2021 年限制性股票激励计划实施考核管理办法>
And the proposal on submitting to the general meeting of shareholders of the company to authorize the board of directors to handle matters related to the restricted stock incentive plan in 2021, which were deliberated and adopted at the 13th meeting of the second board of supervisors of the company. The company has publicized the list of incentive objects within the company. After the expiration of the publicity period, the board of supervisors checked the list of incentive objects to be granted under the equity incentive plan and explained the publicity, The independent directors of the company expressed independent opinions on whether the equity incentive plan is conducive to the sustainable development of the company and whether there is any situation damaging the interests of the company and all shareholders.
（2） On February 10, 2021, the first extraordinary general meeting of the company in 2021 deliberated and adopted the
<公司 2021 年限制性股票激励计划（草案）>
And its summary
<公司 2021 年限制性股票激励计划实施考核管理办法>
Proposal on submitting to the general meeting of shareholders of the company to authorize the board of directors to handle matters related to the restricted stock incentive plan in 2021. The company’s implementation of the restricted stock incentive plan in 2021 was approved, and the board of directors was authorized to determine the grant date, grant restricted shares to the incentive objects when the incentive objects meet the conditions, and handle all matters necessary for the grant. （3） On February 10, 2021, the 16th meeting of the second board of directors and the 14th meeting of the second board of supervisors deliberated and adopted the proposal on granting restricted shares to incentive objects for the first time. The independent directors of the company expressed independent opinions on this, believing that the subject qualification of incentive objects is legal and effective, and the determined grant date meets relevant regulations.
（4） On December 23, 2021, the company held the 24th Meeting of the second board of directors and the 21st Meeting of the second board of supervisors, deliberated and adopted the proposal on adjusting the grant price of the restricted stock incentive plan in 2021 and the proposal on granting reserved restricted shares to incentive objects. The independent directors of the company expressed independent opinions on this matter.
3、 Notes of the board of directors on meeting the granting conditions
According to the provisions of the incentive plan, the incentive object can be granted rights and interests only if it meets the following conditions at the same time:
(i) The company is not under any of the following circumstances:
1. An audit report with a negative opinion or unable to express an opinion on the financial and accounting report of the most recent fiscal year issued by a certified public accountant;
2. The internal control of the financial 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;
3. Within the last 36 months after the listing, there have been cases of non-compliance with laws and regulations, the articles of association and public commitments
4. Equity incentive is not allowed according to laws and regulations;
5. Other circumstances recognized by the CSRC.
（2） Excite
