Securities code: 688058 securities abbreviation: Beijing Baolande Software Corporation(688058) Announcement No.: 2021-066
Beijing Baolande Software Corporation(688058)
Announcement on granting some restricted stocks reserved in 2020 restricted stock incentive plan to incentive objects
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:
Reserved grant date of restricted shares: December 24, 2021
Reserved grant quantity of restricted shares: 80000 shares, accounting for 0.20% of the current total share capital of the company of 40 million shares
Equity incentive method: the second type of restricted stock
The conditions for the reserved grant of restricted shares in 2020 stipulated in the Beijing Baolande Software Corporation(688058) 2020 restricted stock incentive plan (Draft) (hereinafter referred to as the "incentive plan") have been fulfilled. According to Beijing Baolande Software Corporation(688058) (hereinafter referred to as the "company") ）Authorized by the third extraordinary general meeting of shareholders in 2020, the company held the sixth meeting of the third board of directors and the fifth meeting of the third board of supervisors on December 24, 2021, deliberated and adopted the proposal on granting some restricted shares reserved in the 2020 restricted stock incentive plan to incentive objects, and determined December 24, 2021 as the reserved grant date, 80000 restricted shares were granted to two incentive objects at the grant price of 38.575 yuan / share. The relevant matters are described as follows:
1、 Restricted stock grants
(i) Decision making procedures and information disclosure performed in this restricted stock grant
1. On December 11, 2020, the company held the 18th meeting of the second board of directors and deliberated and adopted the
<2020 年限制性股票激励计划（草案）>
And its abstract
<2020 年限制性股票激励计划实施考核管理办法>
And the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive. The independent directors of the company have expressed independent opinions on the relevant proposals of the incentive plan.
On the same day, the company held the 14th meeting of the second board of supervisors and deliberated and adopted the
<2020年限制性股票激励计划（草案）>
And its abstract
<2020 年限制性股票激励计划实施考核管理办法>
Proposal on verification of the company
<2020 年限制性股票激励计划激励对象名单>
The board of supervisors of the company verified the relevant matters of the incentive plan and issued relevant verification opinions.
2. On December 12, 2020, The company disclosed the notice of Beijing Baolande Software Corporation(688058) on convening the third extraordinary general meeting of shareholders in 2020 (Announcement No.: 2020-051) on the website of Shanghai Stock Exchange (www.sse. Com.. CN) to review the relevant proposals of the restricted stock incentive plan in 2020. On the same day, the company disclosed the announcement of Beijing Baolande Software Corporation(688058) on public solicitation of entrusted voting rights by independent directors (Announcement No.: 2020-053), according to the entrustment of other independent directors of the company, Mr. Geng Zehui, the independent director, as the collector, solicited voting rights from all shareholders of the company on the relevant proposals of the company's 2020 restricted stock incentive plan deliberated at the third extraordinary general meeting in 2020.
3. From December 12, 2020 to December 22, 2020, the company publicized the list of incentive objects granted for the first time in the incentive plan within the company. During the publicity period, the board of supervisors of the company did not receive any objection related to the incentive objects of the incentive plan. On December 23, 2020, the company disclosed on the website of Shanghai Stock Exchange (www.sse. Com.. CN) Beijing Baolande Software Corporation(688058) board of supervisors on the review opinions and publicity of the list of incentive objects of the company's 2020 restricted stock incentive plan (Announcement No.: 2020-055).
4. On December 28, 2020, the company held the third extraordinary general meeting of shareholders in 2020, deliberated and adopted the
<2020 年限制性股票激励计划（草案）>
And its abstract
<2020 年限制性股票激励计划实施考核管理办法>
And the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company's 2020 restricted stock incentive plan, On December 29, 2020, Beijing Baolande Software Corporation(688058) self inspection report on the trading of company shares by insiders and incentive objects of 2020 restricted stock incentive plan (Announcement No.: 2020-056) was disclosed on the website of Shanghai Stock Exchange (www.sse. Com.. CN).
5. On December 28, 2020, the company held the 19th meeting of the second board of directors and the 15th 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 their independent opinions on this matter and believed that the grant conditions had been met, the subject qualification of the incentive object was legal and effective, and the determined grant date met the relevant provisions. The board of supervisors verified the list of incentive objects on the grant date and issued verification opinions.
6. On December 24, 2021, the company held the sixth meeting of the third board of directors and the fifth meeting of the third board of supervisors, deliberated and adopted the proposal on adjusting the grant price of 2020 restricted stock incentive plan and the proposal on granting some restricted shares reserved in 2020 restricted stock incentive plan to incentive objects, The independent directors of the company expressed independent opinions on the matter.
（2） Differences between the equity incentive plan implemented this time and the equity incentive plan approved by the general meeting of shareholders
In view of the completion of the company's equity distribution in 2020, the board of directors adjusted the restricted stock grant price of the restricted stock incentive plan in 2020 according to the authorization of the third extraordinary general meeting in 2020. After this adjustment, the restricted stock grant price (including reservation) was adjusted from 40.00 yuan / share to 38.575 yuan / share.
In addition to the above adjustments, the content of this grant is consistent with the relevant content of the incentive plan deliberated and approved by the third extraordinary general meeting of shareholders in 2020.
（3） Explanation of the board of directors on meeting the grant conditions, and clear opinions issued by the independent directors and the board of supervisors
1. Relevant explanations of the board of directors on whether the grant meets the conditions
According to the provisions of the incentive plan, when the following grant conditions are met at the same time, the company will grant restricted shares to the incentive object. On the contrary, if any of the following grant conditions are not met, restricted shares cannot be granted to the incentive object.
(1) 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 Failure to distribute profits in accordance with laws and regulations, the articles of association and public commitments within the last 36 months after listing;
④ Equity incentive is not allowed according to laws and regulations;
⑤ Other circumstances recognized by the CSRC.
(2) The incentive object does not have any of the following situations:
① Being identified as inappropriate by the stock exchange within the last 12 months;
② It has been identified as an inappropriate candidate by the CSRC and its dispatched offices within the last 12 months;
③ Being administratively punished by the CSRC and its dispatched offices or taking market entry prohibition measures for major violations of laws and regulations within the last 12 months;
④ Those who are not allowed to serve as senior managers of the company as stipulated in the company law of the people's Republic of China; ⑤ Those who are not allowed to participate in equity incentive of listed companies according to laws and regulations;
⑥ Other circumstances recognized by the CSRC.
After careful verification, the board of directors of the company has determined that neither the company nor the incentive object has any of the above circumstances, and there are no other circumstances that cannot be granted or become the incentive object. The reserved granting conditions of the incentive plan have been achieved.
2. Relevant explanations of the board of supervisors on whether the grant meets the conditions
(1) The company is not prohibited to implement the equity incentive plan as stipulated in the administrative measures for equity incentive of listed companies (hereinafter referred to as the administrative measures) and other laws, regulations and normative documents. The company has the subject qualification to implement the equity incentive plan; the incentive objects of the incentive plan have the company law of the people's Republic of China The qualifications specified in laws, regulations and normative documents meet the conditions of incentive objects specified in the administrative measures and the Listing Rules of science and Innovation Board of Shanghai Stock Exchange, It complies with the scope of incentive objects specified in the company's 2020 restricted stock incentive plan (Draft) and its summary, and its subject qualification as the incentive object reserved for the company's 2020 restricted stock incentive plan is legal and effective.
(2) The company determines that the reserved grant date of the incentive plan complies with the relevant provisions on the grant date in the administrative measures and the company's 2020 restricted stock incentive plan (Draft) and its summary.
Therefore, the board of supervisors agreed that the reserved grant date of the company's restricted stock incentive plan was December 24, 2021, and 80000 restricted shares were granted to two incentive objects at the grant price of 38.575 yuan / share. 3. Relevant explanations of independent directors on whether the grant meets the conditions
(1) According to the authorization of the third extraordinary general meeting of shareholders in 2020, the board of directors determined that the reserved grant date of the incentive plan of the company is December 24, 2021, which is in line with the management measures and other laws and regulations.
(2) It is not found that the company is prohibited from implementing the equity incentive plan as stipulated in the management measures and other laws, regulations and normative documents, and the company has the subject qualification to implement the equity incentive plan.
(3) The company determines to grant incentive objects with reserved restricted shares, which comply with the relevant laws and regulations and the provisions on the qualification of this equity incentive plan in the Beijing Baolande Software Corporation(688058) articles of association, and comply with the management measures The specified incentive object conditions meet the scope of incentive objects specified in the incentive plan, and its subject qualification as part of the incentive objects reserved in the company's 2020 restricted stock incentive plan is legal and effective.
(4) When the board of directors of the company deliberated on relevant proposals, the related directors have avoided voting in accordance with relevant regulations, and the deliberation and decision-making procedures of the board of directors are legal and compliant.
(5) The implementation of the incentive plan by the company is conducive to further improving the corporate governance structure, establishing and improving the incentive and restraint mechanism of the company, enhancing the sense of responsibility and mission of the management team and key personnel of the company to realize the sustainable and healthy development of the company, is conducive to the sustainable development of the company, and does not damage the interests of the company and all shareholders. In conclusion, the company agrees to the implementation of the incentive plan The reserved grant date is December 24, 2021, and it is agreed to grant 80000 restricted shares to the two incentive objects at the grant price of 38.575 yuan / share.
（4） Specific conditions of reservation grant
1. Reserved grant date: December 24, 2021.
2. Number of reserved grants: 80000 shares, accounting for 0.20% of the current total share capital of the company of 40 million shares. 3. Number of reserved grants: 2.
4. Reserved grant price: 38.575 yuan / share.
5. Stock source: the company issues A-share common stock to the incentive object.
6. Validity period, vesting period and vesting arrangement of incentive plan
(1) 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) 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. Each equity vesting is subject to meeting the corresponding vesting conditions. If the incentive object is the directors and senior managers of the company, the restricted shares obtained by the directors and senior managers shall not be vested in 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 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 process to 2 trading days after disclosure according to law;
④ Other periods stipulated by CSRC and Shanghai Stock Exchange.
The above "major events" refer to 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.
The vesting period and arrangement of restricted shares reserved for grant in the incentive plan are as follows:
The proportion of the number of vested rights and interests in the total amount of reserved granted rights and interests
The restrictive nature of the reserved grant shall be from the first trading day after 12 months from the date of the reserved grant to 30% of the reserved grant
The first vesting period of shares shall remain until the last trading day within 24 months from the date of grant
The restrictive nature of the reserved grant is from the first trading day after 24 months from the date of the reserved grant to 40% of the reserved grant
The second vesting period of shares shall remain until the last trading day within 36 months from the date of grant
The restrictive nature of the reserved grant shall be from the first trading day after 36 months from the date of the reserved grant to 30% of the reserved grant
The third vesting period of shares shall remain until the last trading day within 48 months from the date of grant
7. List of incentive objects and Awards
