Securities code: 002709 securities abbreviation: Guangzhou Tinci Materials Technology Co.Ltd(002709) Announcement No.: 2021-182 Guangzhou Tinci Materials Technology Co.Ltd(002709)
Announcement on the completion of the registration of stock options granted for the first time under the stock option and restricted stock incentive plan in 2021
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.
According to the measures for the administration of equity incentive of listed companies issued by the CSRC and the relevant rules of Shenzhen Stock Exchange and Shenzhen Branch of China Securities Depository and Clearing Co., Ltd., Guangzhou Tinci Materials Technology Co.Ltd(002709) (hereinafter referred to as "the company") has completed the registration of the first grant of stock options under the stock option and restricted stock incentive plan in 2021. The details are announced as follows:
1、 Decision making procedures and information disclosure performed
(i) On October 25, 2021, the 20th meeting of the 5th board of directors of the company deliberated and adopted the
<2021 年股票期权与限制性股票激励计划（草案）>
And summary of the proposal, about the company
<2021 年股票期权与限制性股票激励计划实施考核管理办法>
And summary of the proposal, about the company
<2021 年股票期权与限制性股票激励计划（草案修订稿）>
The board of supervisors and independent directors of the company expressed their opinions on the revision of the incentive plan.
（4） On December 13, 2021, the fourth extraordinary general meeting of the company in 2021 deliberated and adopted the
<2021 年股票期权与限制性股票激励计划（草案修订稿）>
And summary of the proposal, about the company
<2021 年股票期权与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 of the company to authorize the board of directors to handle matters related to the 2021 stock option and restricted stock incentive plan. The company's implementation of the 2021 stock option and restricted stock incentive plan has been approved. The board of directors is authorized to determine the grant date, grant stock options and restricted shares to incentive objects when incentive objects meet the conditions, and handle all matters necessary for grant. At the same time, according to the verification of insider trading of the company's shares, the company disclosed the self inspection report on insider trading of the company's shares in 2021.
（5） On December 13, 2021, the 23rd Meeting of the 5th board of directors and the 17th meeting of the 5th board of supervisors considered and approved the proposal on adjusting the list and number of incentive objects granted for the first time under the 2021 stock option and restricted stock incentive plan, and the proposal on granting stock options and restricted stocks to incentive objects for the first time 。 The independent directors of the company expressed their independent opinions on this and believed that the subject qualification of the incentive object was legal and effective, and the determined grant date met the relevant provisions. The board of supervisors of the company verified the adjusted list of incentive objects again.
2、 Initial grant of stock options
(i) Stock source: the company issues A-share common stock to the incentive object;
（2） First grant date: December 13, 2021;
（3） Exercise price: 150.75 yuan / share;
（4） Number and number of grants: 243150 stock options were granted to 87 incentive objects for the first time, including middle-level managers and core technical (business) personnel of the company when the incentive plan was announced.
The distribution of stock options granted for the first time in the incentive plan among incentive objects is shown in the table below:
Name: the share options granted by the position account for the proportion of the first granted shares to the current total share capital
Quantity (10000 copies) proportion of total options
Middle managers and core technology (industry)
Service personnel (87 persons) 24.3150100.00% 0.0255%
Total 24.3150100 00%0.0255%
Note: 1. The cumulative shares of the company granted by any of the above incentive objects through all the equity incentive plans within the validity period shall not exceed 1% of the total share capital of the company. The total number of subject shares involved in all equity incentive plans of the company within the validity period shall not exceed 10% of the total share capital of the company.
2. The incentive objects of the incentive plan do not include independent directors, supervisors, shareholders or actual controllers who individually or jointly hold more than 5% of the company's shares and their spouses, parents and children.
3. The incentive objects of the reserved part shall be determined within 12 months after the incentive plan is reviewed 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 objects on the designated website as required.
（5） Timing of this incentive plan
1. The validity period of the incentive plan is from the date of the first grant of stock options to the date of the exercise or cancellation of all stock options granted to the incentive object, which shall not exceed 48 months.
2. Exercise period of stock option and exercise schedule of each period
Within the vesting date, if the exercise conditions specified in the incentive plan are met, the incentive object may exercise according to the following exercise arrangements.
The exercise period of stock options granted for the first time and the exercise schedule of each period are shown in the table below:
Exercise arrangement exercise time exercise proportion
The first grant of stock options shall be from the first trading day 12 months after the first grant date to the first grant date
40% by the last trading day within 24 months of the first exercise period
The first grant of stock options shall be from the first trading day 24 months after the first grant date to the first grant date
30% by the last trading day within 36 months of the second exercise period
The first grant of stock options shall be from the first trading day 36 months after the first grant date to the first grant date
30% by the last trading day within 48 months of the third exercise period
The exercise period reserved for granting some stock options and the exercise schedule of each period are shown in the table below:
Exercise arrangement exercise time exercise proportion
Reserved stock options shall be granted from the first trading day 12 months after the reserved grant date to the reserved grant date
50% by the last trading day within 24 months of the first exercise period
Reserved stock options shall be granted from the first trading day 24 months after the reserved grant date to the reserved grant date
50% by the last trading day within 36 months of the second exercise period
The incentive object must complete the exercise within the validity period of the stock option incentive plan. If the exercise conditions are not met, the current stock option shall not be exercised or deferred to the next exercise. If the exercise conditions are met, but not all of the stock options are exercised during the above exercise period, the company shall cancel this part of the stock options.
（6） Performance assessment requirements of the incentive plan
1. Stock option incentive plan
(1) Company level performance assessment requirements
The exercise assessment year of the incentive plan is three fiscal years from 2022 to 2024, one assessment in each fiscal year, and the performance assessment objectives of each year are shown in the table below:
Performance assessment objectives of exercise arrangement
The net profit of stock options granted for the first time in 2022 shall not be less than 3.8 billion yuan;
First exercise period
The net profit of stock options granted for the first time in 2023 shall not be less than 4.8 billion yuan;
Second exercise period
The net profit of stock options granted for the first time in 2024 shall not be less than 5.8 billion yuan.
The third exercise period
Note: the above net profit indicators are calculated based on the net profit attributable to the shareholders of the listed company after deducting the non recurring profit and loss after the deduction of the net profit without incentive cost, the same below.
The performance evaluation of some stock options reserved for grant is as follows:
Performance assessment objectives of exercise arrangement
The net profit reserved for granting stock options in 2023 shall not be less than 4.8 billion yuan;
First exercise period
The net profit reserved for granting stock options in 2024 shall not be less than 5.8 billion yuan.
Second exercise period
If the company fails to meet the above performance assessment objectives, all the incentive objects' plans for the current year shall not be exercised and shall be cancelled by the company.
(2) Performance assessment requirements at department level
① When the company level performance assessment indicators are reached in the assessment year, each business division shall determine the overall stock option exercise amount of the Department in the current year according to the department performance assessment plan formulated at the beginning of the assessment year.
That is, the total actual exercisable quantity of the Department in the current year = the total planned exercisable stock options of the Department in the current year × Sector standard coefficient
The Department standard coefficients corresponding to the department level performance appraisal results of each business unit of the company corresponding to the exercisable stock options of the Department in the current year are determined according to the following table:
Department appraisal results ABCD
Department standard coefficient 1.00 seven hundred and fifty point five zero
② The functional departments of the company and its subsidiaries do not set department level performance assessment requirements separately, that is, when the company level performance assessment indicators are met in the assessment year, the total number of actually exercisable stock options of the Department in the current year is the total number of planned exercisable stock options of the Department in the current year.
(3) Performance appraisal requirements at individual level
Each department shall formulate a personal performance appraisal scheme for all incentive objects of the Department in the current year and submit it to the company for approval.
After the performance appraisal cycle, the incentive objects shall be scored according to the actual performance of the Department and the actual work performance of the incentive objects. At the same time, combined with the stock option exercise proportion determined by the performance evaluation results of the Department in the current year and the individual annual performance score of the incentive object, determine the individual comprehensive evaluation results and the corresponding individual standard coefficient.
That is: the actual number of exercisable rights of the incentive object in the current year = the number of stock options that the incentive object plans to exercise in the current year × Personal standard coefficient
Among them, the individual standard coefficients corresponding to the individual annual performance comprehensive assessment results are as follows:
Personal comprehensive assessment results ABCD
Personal standard coefficient 1.00 seven hundred and fifty point five zero
The number of stock options actually exercisable by the incentive object in the current year shall comply with the following principles:
① The number of stock options actually exercisable by the incentive object in the current year shall not exceed the number of stock options planned to be exercisable in the current year;
② The total number of stock options actually exercised by all incentive objects in the Department in the current year shall not exceed the total number of stock options actually exercisable in the Department in the current year.
Stock options that cannot be exercised by the incentive object in the current period due to personal performance evaluation shall be cancelled by the company. （7） After the implementation of this equity incentive, the equity distribution will not meet the requirements of listing conditions. III. specific expenses accrued for this equity incentive and its impact on the performance of listed companies
According to the provisions of accounting standards for Business Enterprises No. 11 - share based payment and accounting standards for Business Enterprises No. 22 - recognition and measurement of financial instruments, the company will
