Securities code: 688058 securities abbreviation: Beijing Baolande Software Corporation(688058) Announcement No.: 2021-069
Beijing Baolande Software Corporation(688058)
Summary announcement of restricted stock incentive plan (Draft) in 2021
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of the announcement, and bear legal liabilities for the authenticity, accuracy and completeness of the contents according to law.
Important content tips:
Equity incentive method: restricted stock (class II)
Source of shares: Beijing Baolande Software Corporation(688058) (hereinafter referred to as ” Beijing Baolande Software Corporation(688058) “, “the company”, “the company” or “listed company”) issues A-share common shares of the company to the incentive object.
Total equity of equity incentive and total number of underlying shares involved: Beijing Baolande Software Corporation(688058) 2021 restricted stock incentive plan (Draft) (hereinafter referred to as “the incentive plan” or “the plan”) ）It is proposed to grant 800000 restricted shares to the incentive objects, accounting for about 2.00% of the total share capital of the company at the time of announcement of the draft incentive plan. Among them, 640000 shares were granted for the first time, accounting for about 1.60% of the total share capital of the company when the draft incentive plan was announced, and the part granted for the first time accounted for 80% of the total equity granted this time; 160000 shares are reserved, accounting for about 0.40% of the total share capital of the company when the draft incentive plan is announced, and the reserved part accounts for 20% of the total equity granted this time.
1、 Purpose of equity incentive plan
In order to further establish and improve the company’s long-term incentive mechanism, attract and retain excellent talents, fully mobilize the enthusiasm of the company’s core team, effectively combine the interests of shareholders, the company and the personal interests of the core team, and enable all parties to jointly pay attention to and promote the long-term development of the company, on the premise of fully protecting the interests of shareholders, in accordance with the principle of equal incentive and restraint, According to the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), the measures for the administration of equity incentive of listed companies (hereinafter referred to as the “administrative measures”), the measures for the continuous supervision of companies on the science and Innovation Board (for Trial Implementation) (hereinafter referred to as the “supervision measures”) Relevant laws, regulations and normative documents such as the Listing Rules of Shanghai Stock Exchange on the Kechuang board (hereinafter referred to as the “Listing Rules”), the business guide for information disclosure of companies listed on the Kechuang board No. 4 – disclosure of equity incentive information (hereinafter referred to as the “business guide”), and the Beijing Baolande Software Corporation(688058) articles of Association (hereinafter referred to as the “articles of association”) ）This incentive plan is formulated in accordance with the provisions of.
As of the announcement date of the incentive plan, the company is also implementing the 2020 restricted stock incentive plan. The company granted 320000 class II restricted shares to 46 incentive objects for the first time on December 28, 2020, and this part of the restricted shares has not yet reached the vesting period. The company granted 80000 reserved class II restricted shares to 2 incentive objects on December 24, 2021. This incentive plan is independent of the 2020 restricted stock incentive plan being implemented, and there is no relevant connection.
2、 Equity incentive method and source of underlying stock
(i) Equity incentive mode
The incentive tool adopted in this incentive plan is the second type of restricted stock. The incentive objects who meet the grant conditions of the incentive plan, after meeting the corresponding attribution conditions, will obtain the additional A-share common shares issued by the company in batches at the grant price, and these shares will be registered in Shanghai Branch of China Securities Depository and Clearing Co., Ltd. The restricted shares granted to the incentive object shall not enjoy the rights of shareholders of the company before they are vested, and the restricted shares shall not be transferred, used for guarantee or debt repayment.
（2） Source of underlying stock
The source of the underlying stock involved in the plan is the company’s directional issuance of A-Shares of common stock to the incentive object. 3、 Number of rights and interests to be granted under the equity incentive plan
The incentive plan intends to grant 800000 restricted shares to the incentive objects, accounting for about 2.00% of the total share capital of the company at the time of announcement of the draft incentive plan. Among them, 640000 shares were granted for the first time, accounting for about 1.60% of the total share capital of the company when the draft incentive plan was announced, and the part granted for the first time accounted for 80% of the total equity granted this time; 160000 shares are reserved, accounting for about 0.40% of the total share capital of the company when the draft incentive plan is announced, and the reserved part accounts for 20% of the total equity granted this time.
The company’s 2020 restricted stock incentive plan (Draft) approved at the third extraordinary general meeting of shareholders in 2020 It is still under implementation. As of the announcement date of the draft incentive plan, the total number of subject shares involved in the equity incentive plan within the whole validity period of the company has not exceeded 20.00% of the total share capital of the company when the incentive plan was submitted to the general meeting of shareholders. The shares of the company granted by any incentive object in the plan through all the equity incentive plans within the validity period shall not exceed 1.00% of the total share capital of the company when the plan is submitted to the general meeting of shareholders for deliberation.
From the announcement date of the incentive plan to the date when the incentive object is granted restricted shares, and from the date when the incentive object is granted restricted shares to the date when the incentive object is vested, if the company has matters such as the conversion of capital reserve into share capital, the distribution of stock dividends, the division of shares, the allotment of shares, the reduction of shares, etc., the number of restricted shares granted shall be adjusted accordingly.
4、 Determination basis, scope and number of rights and interests granted to incentive objects
(i) Determination basis of incentive object
1. Legal basis for determining incentive objects
The incentive objects granted by the incentive plan are determined in accordance with the company law, securities law, administrative measures, listing rules, business guide and other relevant laws, regulations, normative documents and the articles of association, and in combination with the actual situation of the company.
2. Job basis for determining incentive objects
The incentive object of the incentive plan for the first time is the incentive object of the company at the time of announcement of the incentive plan Directors, senior managers, core technicians (including subsidiaries) and those deemed necessary by the board of directors. The incentive objects do not include independent directors, supervisors, shareholders who individually or jointly hold more than 5% of the shares of the listed company, actual controllers of the listed company and their spouses, parents, children and foreign employees.
（2） Total number and proportion of incentive objects
1. The total number of incentive objects involved in the first grant of the incentive plan is 76, accounting for 18.27% of the total number of 416 employees of the company (as of December 31, 2020), including:
(1) Directors, senior managers and core technicians;
(2) Personnel that the board of directors deems necessary to be motivated.
The above incentive objects do not include independent directors, supervisors, shareholders who individually or jointly hold more than 5% of the shares of the listed company, actual controllers of the listed company and their spouses, parents, children and foreign employees.
Among the incentive objects of the incentive plan, directors and senior managers must be elected by the general meeting of shareholders or appointed by the board of directors. All incentive objects must have employment or labor relations with the company or its subsidiaries when the company grants restricted shares and within the assessment period specified in the incentive plan.
The incentive object of the reserved grant part shall be determined within 12 months after the incentive plan is considered and approved by the general meeting of shareholders. After the proposal of the board of directors, the explicit opinions of the independent directors and the board of supervisors, the professional opinions of lawyers and the legal opinions are issued, the company shall timely and accurately disclose the relevant information of the incentive object as required. If the incentive object is not specified for more than 12 months, the reserved rights and interests shall become invalid. The reserved incentive objects shall be determined with reference to the criteria for the first award, including the company’s directors, senior managers, core technicians, etc.
（3） Distribution of restricted shares granted to incentive objects
The distribution of restricted shares granted by the incentive plan among incentive objects is shown in the table below:
Restricted shares granted in proportion to restricted shares granted in proportion to the total number of shares (shares) on the date of announcement
1、 Directors, senior managers and core technicians
1. Director and financial director of nazhonghong China 480006.00% 0.12%
2 Zhang Jianhui, deputy general manager of China and Secretary of the board of directors 240003.00% 0.06% letter
3 Li Hongwei, deputy general manager of China, core technology 100531.26% 0.03% personnel
4 Guo Jianjun, Chinese core technical personnel 92441.16% 0.02%
5 Li chaopeng Chinese core technicians 77040.96% 0.02%
2、 The board of directors considered that 71 people needed to be motivated 54099967.62% 1.35%
Total of the first grant 64000080.00% 1.60%
3、 Reserved part 16000020.00% 0.40%
Total 800000.00% 2.00%
Note: 1. The shares of the company granted by any of the above incentive objects through all the equity incentive plans within the validity period do not exceed 1% of the total share capital of the company. The total number of subject shares involved in all effective incentive plans of the company shall not exceed 20% of the total share capital of the company when the equity incentive plan is submitted to the general meeting of shareholders.
2. The incentive objects of the plan do not include independent directors, supervisors, shareholders who individually or jointly hold more than 5% of the shares of the listed company, actual controllers of the listed company and their spouses, parents, children and foreign employees.
3. The incentive objects of the reserved part shall be determined within 12 months after the incentive plan is considered and approved by the general meeting of shareholders. After the proposal of the board of directors, the explicit opinions of independent directors and the board of supervisors, the professional opinions of lawyers and the legal opinions are issued, the company shall timely and accurately disclose the relevant information of incentive objects on the designated website as required.
（4） Verification of incentive objects
1. After the incentive plan is reviewed and approved by the board of directors, the company will publicize the names and positions of incentive objects internally for a period of not less than 10 days.
2. The board of supervisors of the company will review the list of incentive objects, fully listen to the publicity opinions, and disclose the explanation and verification opinions of the board of supervisors on the publicity of the list of incentive objects 5 days before the general meeting of shareholders of the company considers the incentive plan. The list of incentive objects adjusted by the board of directors of the company shall also be verified by the board of supervisors of the company.
（5） During the implementation of the equity incentive plan, if the incentive object is not allowed to become the incentive object as stipulated in the management measures and the incentive plan, the incentive object shall not be granted restricted shares. The restricted shares granted but not yet vested shall be cancelled and invalid.
5、 Relevant schedule of this incentive plan
(i) Validity of this incentive plan
The validity period of the incentive plan shall be no more than 60 months from the date of the first grant of restricted shares to the date when all the restricted shares granted to the incentive object are vested or invalid.
（2） Grant date and attribution arrangement of the incentive plan
1. Grant date
The granting date shall be determined by the board of directors after the incentive plan is deliberated and approved by the general meeting of shareholders of the company.
2. Vesting date
The restricted shares granted by the incentive plan will be vested in several times according to the agreed proportion after the incentive object meets the corresponding vesting conditions. The vesting date must be the trading day, but shall not be vested within the following periods:
(1) 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 1 day before the announcement;
(2) 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 process to 2 trading days after disclosure according to law;
(4) Other periods prescribed by the CSRC and the Shanghai Stock Exchange.
The above “major events” are the transactions or other major events that the company shall disclose in accordance with the Listing Rules of science and Innovation Board of Shanghai Stock Exchange.
3. Attribution arrangements
The vesting period and vesting arrangement of restricted shares granted for the first time in the incentive plan are as follows:
The proportion of the number of vested interests in the total amount of interests granted for the first time
The restrictive of the first grant is the first trading day after 12 months from the date of the first grant
30% of the shares shall be paid in the last 24 months from the first vesting period to the date of the first grant
Yi Rizhi
The restrictive of the first grant is the first trading day after 24 months from the date of the first grant
40% from the second vesting period to the last delivery within 36 months from the date of the first grant
Yi Rizhi
The restrictive of the first grant is the first trading day after 36 months from the date of the first grant
