Securities code: 002825 securities abbreviation: Shanghai Nar Industrial Co.Ltd(002825) Announcement No.: 2021-108
Shanghai Nar Industrial Co.Ltd(002825)
Announcement on the exercise results of the third exercise period of stock options first granted by the company’s phase II stock option incentive plan and share listing
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.
Special tips:
1. Abbreviation of the option exercised this time: NAR jlc2
2. Option code for this exercise: 037778
3. The number of stock options exercised this time is 172330, accounting for 0.1006% of the total share capital of the company.
4. The stock option exercise adopts the centralized exercise mode.
5. The listing and circulation time of the exercise shares is December 28, 2021.
6. Number of incentive objects of stock options exercised this time: 55.
1、 Approval procedures for equity incentive plan
1. On April 13, 2018, the company held the 12th meeting of the third board of directors and the 11th meeting of the third board of supervisors respectively, and deliberated and adopted the
<第二期股票期权激励计划（草案）及其摘要>
Proposal on incentive plan (Draft) (hereinafter referred to as “incentive plan”)
<第二期股票期权激励计划实施考核管理办法>
Proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to the second stock option incentive plan of the company (hereinafter referred to as “the equity incentive plan”) and other proposals, and the independent directors of the company’s second stock option incentive plan (hereinafter referred to as “the equity incentive plan” ）And other relevant proposals, and expressed independent opinions on the granting arrangement of stock options to each incentive object in the company’s incentive plan The exercise arrangement (including grant amount, grant date, grant conditions, exercise price, waiting period, exercise period and exercise conditions) does not violate the provisions of relevant laws, regulations and normative documents, does not infringe the interests of the company and all shareholders, and the subject qualification of incentive objects is legal and effective.
2. On May 8, 2018, the company held the 2017 annual general meeting of shareholders, which deliberated and adopted the
<第二期股票期权激励计划（草案）及其摘要>
Proposal on
<第二期股票期权激励计划实施考核管理办法>
Proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to the second stock option incentive plan of the company, etc.
3. On June 27, 2018, the company held the 13th meeting of the third board of directors and the 12th meeting of the third board of supervisors, which deliberated and adopted the proposal on adjusting the matters related to the second stock option incentive plan of the company and the proposal on granting incentive objects under the second stock option incentive plan of the company. In view of the resignation of five of the original 124 incentive objects of the company’s equity incentive plan, according to the authorization of the company’s 2017 annual general meeting of shareholders, the board of directors adjusted the list of incentive objects and the number of awards, and the incentive objects of the company’s stock option incentive plan were adjusted from 124 to 119. In view of the 2017 annual general meeting held by the company on May 8, 2018, which deliberated and approved the proposal on 2017 profit distribution plan, the exercise price of stock options granted for the first time in the equity incentive plan was adjusted from 23.58 yuan / share to 16.77 yuan / share, and the total number of stock options to be granted in the equity incentive plan was adjusted from 951500 shares to 1283100 shares, of which, The number of stock options granted for the first time was adjusted from 761500 shares to 1031100 shares, and the reserved part was adjusted from 190000 shares to 252000 shares, accounting for 19.64% of the total number of stock options to be granted in this equity incentive plan. At the same time, the board of directors determined that the first grant date of the company’s equity incentive plan was June 27, 2018.
4. On July 5, 2018, after being reviewed and confirmed by Shenzhen Stock Exchange and Shenzhen Branch of China Securities Depository and Clearing Co., Ltd., the company completed the registration of stock options granted for the first time in this equity incentive plan. Option abbreviation: NAR jlc2, option Code: 037778. During the period from the date of grant determined by the board of directors to the date of completion of registration, the two objects voluntarily gave up the stock options to be granted to them by the granted company for personal reasons, totaling 7000 shares. After the change, the number of stock options granted for the first time was adjusted from 1031100 shares to 1024100 shares, plus 252000 reserved shares, totaling 1276100 shares.
5. On April 19, 2019, the company held the 21st Meeting of the third board of directors and the 18th meeting of the third board of supervisors, deliberated and adopted the proposal on granting reserved stock options to incentive objects under the second stock option incentive plan, and the independent directors of the company expressed their independent opinions. After fully considering the specific reserved incentive object candidates and the actual development needs of the company, the company decides to grant the incentive object to meet the grant conditions
Of the 18 incentive objects, 78400 stock options were granted, and the remaining 173600 reserved stock options were invalidated. Grant date of reserved stock option: April 22, 2019. Exercise price of reserved stock option: 18.54 yuan / share.
6. On May 8, 2019, after the review and confirmation of Shenzhen Stock Exchange and Shenzhen Branch of China Securities Depository and Clearing Co., Ltd., the company completed the registration of reserved stock options in the equity incentive plan. The option abbreviation is NAR jlc3, the option code is 037818, and the actual number of reserved stock options granted is 78400 shares. 7. On July 26, 2019, the company held the 23rd Meeting of the third board of directors and the 20th meeting of the third board of supervisors, deliberated and adopted the proposal on adjusting the exercise price of the company’s second stock option and canceling some options, It is agreed that based on the provisions of the incentive plan (Draft) and the implementation of the company’s equity distribution in 2018, the exercise price of stock options in this equity incentive plan shall be adjusted accordingly, and the exercise price of stock options granted for the first time shall be adjusted from 16.77 yuan / share to 16.67 yuan / share; it is agreed that based on the incentive plan (Draft) Some stock options of some resigned employees and employees who fail to pass the personal performance assessment shall be cancelled. After the cancellation, the total number of incentive objects granted for the first time by the company’s equity incentive plan was adjusted from 117 to 103, and the total number of stock options was reduced from 1024100 shares to 9018800 shares; After the cancellation, the total number of incentive objects granted with reserved stock options in the company’s equity incentive plan was adjusted from 18 to 17, and the total number of stock options was reduced from 78400 shares to 74900 shares.
On July 26, 2019, the company held the 23rd Meeting of the 3rd board of directors and the 20th meeting of the 3rd board of supervisors, deliberated and adopted the proposal on the compliance of the first exercise period of stock options granted for the first time by the company’s second stock option incentive plan with the exercise conditions.
8. On April 10, 2020, the fifth meeting of the Fourth Board of directors and the fifth meeting of the Fourth Board of supervisors were held, and the proposal on Canceling Part of the second stock option was considered and adopted. After the cancellation, the total number of incentive objects granted for the first time in the second phase of the company’s equity incentive plan was adjusted from 103 to 98, and the total number of stock options was reduced from 9018800 shares to 86548 shares, of which 92 incentive objects met the exercise conditions in the first exercise period and 24906 stock options were exercisable, The company recovered and cancelled 1058400 shares of stock options that were not exercised by 6 people in the first exercise period due to unqualified personal performance assessment, cancelled 302918 shares of stock options that did not meet the exercise conditions in the second exercise period, and the remaining 302918 shares in the third exercise period. The total number of incentive objects granted with reserved stock options in the second phase of the company’s equity incentive plan was adjusted from 17 to 14, and the total number of stock options was reduced from 74900 shares to 64400 shares, including 32200 shares in the first exercise period and 32200 remaining stock options in the second exercise period.
9. On August 6, 2021, the 15th meeting of the 4th board of directors and the 15th meeting of the 4th board of supervisors were held, and the proposal on adjusting the exercise price of the company’s second stock option and canceling some options was considered and adopted, It is agreed that based on the provisions of the incentive plan (Draft) and the implementation of the company’s equity distribution in 2019 and 2020, the exercise price of stock options in this equity incentive plan shall be adjusted accordingly, and the exercise price of stock options granted for the first time shall be adjusted from 16.67 yuan / share to 16.07 yuan / share; it is agreed that based on the incentive plan (Draft) Some stock options of some resigned employees and employees who fail to pass the personal performance assessment shall be cancelled. After the cancellation, the total number of incentive objects granted for the first time by the company’s equity incentive plan was adjusted from 98 to 81, and the total number of stock options was reduced from 30821 to 24843. The exercise price of reserved stock options granted was adjusted from 18.54 yuan / share to 17.94 yuan / share. After the cancellation, the total number of incentive objects granted reserved stock options in the company’s equity incentive plan was adjusted from 14 to 13, and the total number of stock options was reduced from 32200 shares to 3045 shares.
On August 6, 2021, the company held the 15th meeting of the 4th board of directors and the 15th meeting of the 4th board of supervisors, and deliberated and adopted the proposal that the third exercise period of stock options granted for the first time and the second exercise period of reserved stock options granted by the company’s phase II stock option incentive plan meet the exercise conditions.
2、 Basic information of the exercise of the equity incentive plan
1. Number of shares exercised by the incentive object
The incentive objects of this exercise are the company’s middle-level managers, core technical (business) personnel and senior managers. The total number of exercise is 172330, accounting for 13.43% of the total number of stock options granted by the incentive plan.
2. Sources of shares exercised this time
The company issues company shares to incentive objects.
3. Number of persons exercising rights this time
There are 55 incentive objects for this stock option exercise.
4. Subsequent exercise arrangements for the third exercise period of stock options granted for the first time
After the fulfillment of the exercise conditions of the third exercise period of the stock options first granted in the second phase of the equity incentive plan, except that one resignation incentive object has confirmed to give up the exercise of 1225000 stock options in the third exercise period, In addition, 25 incentive objects completely give up and 4 incentive objects partially exercise their 7487500 stock options in the first exercise period. The board of directors of the company will go through the cancellation procedures at a selected time. 3、 Listing and circulation arrangement of exercise shares and changes in share capital structure of the equity incentive plan
1. The market circulation date of the exercise shares: December 28, 2021.
2. The number of shares listed and circulated this time: 172330.
3. There are 1000 tradable shares subject to the limited sale conditions of the exercise shares. After verification, there is one senior manager participating in the exercise, totaling 1000 stock option exercises. The shares exercised this time are subject to the transfer restriction of no more than 25% per year.
4. Statement of changes in share capital structure after this exercise
Before and after change
Nature of shares (+ / -)
Number of shares (share) proportion number of shares (share) proportion
Limited sales conditions
Outstanding shares / 57811248.0033 76%1,000.0057,812,248.0033. 73% non tradable shares
No sale conditions 113410599.0066 24%171,330.00 113,581,929.0066. 27% of outstanding shares
Total share capital 171221847.00100% 176530.00 171394177.00100%
After the exercise of the equity incentive plan, the actual controller of the company will not change, and the equity distribution of the company still meets the listing conditions.
4、 Capital verification and share registration
According to the capital verification report (tjyz [2021] No. 735) issued by Tianjian Certified Public Accountants (special general partnership) on December 15, 2021, as of December 14, 2021, the company has received 55 employees including you Aijun
The exercise amount of stock option incentive object. Before this exercise, the total share capital of the company was RMB
171221847.00 yuan. After this exercise, the company increased its share capital by 172330.00 yuan, and the changed share capital was 171394177.00 yuan.
The company has completed the registration procedures for the exercise of stock options and obtained the certificate of securities change registration issued by Shenzhen Branch of China Securities Depository and Clearing Co., Ltd.
5、 Use plan of the raised funds
The company issued 172330 shares to the incentive object due to the exercise of the incentive object’s stock option, raising 2769343.10 yuan. All the raised funds will be used to supplement the company’s working capital.
6、 Impact of new shares after this exercise on the latest financial report
The number of stock options exercised this time is 172330 shares, accounting for 0.10% of the total share capital of the company before exercise, which has no significant impact on the financial status and operating results of the company in the latest period.
7、 Documents for future reference
1. Certificate of securities change registration issued by Shenzhen Branch of China Securities Depository and Clearing Corporation. 2. Capital verification report issued by Tianjian Certified Public Accountants (special general partnership).
It is hereby announced.
Shanghai Nar Industrial Co.Ltd(002825) board of directors December 24, 2021
