Securities code: 002918 securities abbreviation: Monalisa Group Co.Ltd(002918) Announcement No.: 2021-168 bond Code: 127044 bond abbreviation: Mona convertible bond
About the third exercise period of 2018 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.
Important content tips:
1. Short name of this stock option: Mona jlc1, stock option Code: 037805;
2. There are 121 incentive objects who meet the exercise conditions, and the number of stock options that can be exercised is 5.3414 million, accounting for 1.29% of the company's total share capital of 414.5029 million shares, and the exercise price is 9.63 yuan / share;
3. The exercise period starts from December 28, 2021 and ends on December 27, 2022;
4. If all the exercisable stock options are exercised this time, the company's shares still meet the listing conditions.
Monalisa Group Co.Ltd(002918) (hereinafter referred to as "the company") convened the eighth meeting of the third board of directors and the eighth meeting of the third board of supervisors on December 14, 2021, deliberated and adopted the proposal on the achievement of exercise conditions in the third exercise period of 2018 stock option incentive plan, according to the company's 2018 stock option incentive plan (Draft) According to the relevant provisions of the company's 2018 stock option incentive plan, the exercise conditions in the third exercise period have been met, and it is agreed that 121 incentive objects who meet the exercise conditions can exercise 5.3414 million stock options in the third exercise period, and the exercise price is 9.63 yuan / share. The third exercise period adopts the independent exercise method.
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: Mona jlc1, stock option Code: 037805.
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 third exercise period, the exercise price is 9.63 yuan / share, 121 incentive objects meet the exercise conditions, and the number of stock options exercisable is 5.3414 million, accounting for 1.29% of the company's current total share capital of 414.5029 million shares. The details are shown in the table below:
Exercisable shares of the third exercisable shares exercisable shares that have not been granted in order exercisable shares stock option period exercisable options account for the number of exercisable options account for the number of exercisable conditions name job ticket options (shares with 10000 rights granted to the stock of the current company) (10000) number of options total number of options (10000) proportion of total share capital (10000)
1 Liu Yijun, vice president 30.6018 3612.240. 92%0.03%0
2. Tan Shuping, director and CAI 30.6018 3612.240. 92%0.03%0
Responsible person
Middle management and core technology 1262.369752.00 709509.6638. 51%1.23%0
(business) personnel (119 persons)
Total (121 persons) 1323.569789.429534.1440.35% 1.29% 0
Note: 1. Due to the change of the board of directors, Chen Feng, the former director of the company, no longer served as a director of the company and still served in the company, so his position was adjusted to "middle management".
2. The number of stock options exercisable in the third exercise period shall be subject to the registration of China Securities Depository and Clearing Co., Ltd. Shenzhen Branch. For the list of exercisable incentive objects in the third exercise period of 2018 stock option incentive plan (December 2021), please refer to cninfo.com, the company's designated information disclosure website.
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、 Exercise period and vesting date
The stock options granted by the company's 2018 stock option incentive plan will be exercised in three periods after 12 months from the date of grant. This is the third exercise period, and the exercise period is from December 28, 2021 to December 27, 2022.
The exercise 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 prescribed by the CSRC and Shenzhen Stock Exchange.
For stock options that have not applied for exercise within the above agreed period, the company will cancel the corresponding stock options that have not been exercised according to the principles specified in the 2018 stock option incentive plan (Draft).
5、 Exercise method
This stock option exercise adopts the independent exercise mode.
The company's independent exercise undertaking securities company is Gf Securities Co.Ltd(000776) , and 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.
6、 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 during the waiting period in accordance with the relevant accounting standards and accounting systems, included in the management expenses, and the capital reserve will be increased accordingly. According to the stock option incentive plan, assuming that all 5.3414 million stock options exercisable this time are exercised, the company's net assets will increase by 51437682 yuan, including 5341400 shares in total share capital and 46096282 yuan in capital reserve, which has little impact on the company's basic earnings per share and return on net assets. The specific impact shall be subject to the data audited by the accounting firm.
2. The influence of choosing independent exercise mode on stock option valuation method
The company uses the Black Scholes option pricing model to determine the fair value of stock options on the grant date. According to the accounting treatment method of stock options, there is no need to revalue the stock options after the grant date, that is, the choice of exercise mode will not affect the pricing of stock options. The choice of independent exercise mode of stock option will not have a substantial impact on the pricing and accounting of stock option.
3. Impact on the company's ownership structure and listing conditions
This exercise will not have a significant impact on the company's equity structure, and the controlling shareholder and actual controller of the company will not change. After the exercise, the company's equity structure still meets the listing conditions.
7、 Other instructions
1. The company will disclose quarterly changes in equity incentive objects, adjustment of important parameters of stock options, independent exercise of incentive objects and changes in shares of the company in regular reports (including quarterly reports, semi annual reports and annual reports) or in the form of interim reports.
2. Mr. Liu Yijun, vice president and Ms. Tan Shuping, director and financial officer participating in the incentive plan, will abide by the relevant provisions on the prohibition of short-term trading by directors and senior managers in the securities law, the rules for the management of shares held by directors, supervisors and senior managers of listed companies and other relevant laws and regulations, and exercise their rights legally during the exercise period, And promise not to transfer the company's shares within six months after the exercise of the stock options granted in the company's stock option incentive plan, and sell the company's shares held within six months after the purchase, or buy them again within six months after the sale, and the resulting income shall belong to the company.
3. In the third exercise period of the company's 2018 stock option incentive plan, the funds raised by exercise are stored in the special exercise account to supplement the company's working capital. The individual income tax payable by the incentive object of this exercise shall be withheld and paid by the company.
4. The exercise funds and the payment of individual income tax of the incentive object are all self raised. The company promises not to provide loans and other forms of financial assistance for the incentive object to obtain the underlying shares according to the stock option incentive plan, including providing guarantee for its loans.
It is hereby announced.
Monalisa Group Co.Ltd(002918) board of directors December 24, 2021
