Securities code: Bece Legend Group Co.Ltd(000803) securities abbreviation: Bece Legend Group Co.Ltd(000803) Announcement No.: 2022039 Bece Legend Group Co.Ltd(000803)
On the incentive objects of the second phase of restricted stock incentive plan
Announcement of the first grant of restricted shares
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:
Restricted stock grant date: March 4, 2022
Number of restricted shares granted: 9 million restricted shares
Grant price of restricted stock: 11.02 yuan / share
Bece Legend Group Co.Ltd(000803) (hereinafter referred to as "the company") held the 50th meeting of the 10th board of directors and the 29th meeting of the 10th board of supervisors on March 4, 2022, The proposal on adjusting the list and number of incentive objects granted for the first time in the second phase of the restricted stock incentive plan and the proposal on granting restricted shares to the incentive objects of the second phase of the restricted stock incentive plan for the first time were reviewed and approved. According to the relevant provisions of the measures for the administration of equity incentive of listed companies (hereinafter referred to as the "measures") and the company's phase II restricted stock incentive plan (Draft) (hereinafter referred to as the "incentive plan" or "this incentive plan"), the board of directors adjusted the number of incentive objects granted by the incentive plan for the first time from 146 to 131, The reserved shares were adjusted from 2.249 million to 2.2 million. The board of Directors believes that the conditions for the first grant of restricted shares stipulated in the second phase of the company's restricted stock incentive plan have been met. According to the authorization of the first extraordinary general meeting of shareholders in 2022, the board of directors determines that the first grant date of the incentive plan is March 4, 2022, and grants 9 million restricted shares to 131 eligible incentive objects for the first time, The grant price is 11.02 yuan / share. Now the relevant matters are explained as follows:
1、 Brief description of this incentive plan
(I) form of equity Grant: the incentive form adopted in this incentive plan is restricted stock.
(II) source and type of underlying stock: the source of the underlying stock involved in this incentive plan is the company's RMB A-share common stock issued by the company to the incentive object.
(III) number of rights and interests granted: the number of restricted shares to be granted to incentive objects in this incentive plan is 11.249 million shares. Among them, 9 million restricted shares were granted for the first time and 2249000 restricted shares were reserved for grant.
(IV) scope of incentive objects: a total of 146 incentive objects are proposed to be granted for the first time in this incentive plan, including directors, senior managers, middle managers and core backbone personnel who worked in the company (including subsidiaries, the same below) when the company announced this incentive plan. It does not include the company's independent directors, supervisors, directors not elected by the company's general meeting of shareholders and senior managers appointed by the board of directors, shareholders or actual controllers holding more than 5% of shares alone or in total and their spouses, parents and children, nor does it include those who are not suitable to be incentive objects as stipulated in Article 8 of the management measures.
(V) grant price: 11.02 yuan / share
(VI) validity period, sales restriction period and lifting of sales restriction of this incentive plan
1. Period of validity
The validity period of this incentive plan is from the date of the grant of restricted shares to the date when all the restricted shares granted to the incentive object are lifted or repurchased, and the maximum period shall not exceed 60 months.
2. Restricted period
The sales restriction period of restricted shares granted under this incentive plan is 12 months, 24 months and 36 months respectively from the date of completion of the registration of the first grant.
3. Lifting of sales restrictions
The release period of restricted shares granted by this incentive plan and the release schedule of each period are shown in the table below:
1. The release period of restricted shares granted for the first time and the release schedule of each period
Time of the first grant and the proportion of the arrangements for lifting the restrictions
The first lifting limit shall be from the first trading day 12 months after the completion of the first grant registration to the first grant registration
35% on the last trading day within 24 months from the date of completion of the sale period
The second lifting limit shall be from the first trading day 24 months after the completion of the first grant registration to the first grant registration
35% on the last trading day within 36 months from the date of completion of the sale period
The third lifting period starts from the first trading day 36 months after the completion of the first grant registration to the first grant registration
30% on the last trading day within 48 months from the date of completion of the sale period
2. The release period of the reserved restricted shares and the release schedule of each period
The proportion of the time reserved for the release of sales restrictions and the arrangements for the release of sales restrictions
The first lifting limit shall be from the first trading day 12 months after the completion of the grant registration of the reserved part to 35% of the reserved part
The sale period shall end on the last trading day within 24 months from the date of completion of grant registration
The second lifting limit is from the first trading day 24 months after the completion of the grant registration of the reserved part to 35% of the reserved part
The sale period shall end on the last trading day within 36 months from the date of completion of grant registration
The third lifting limit is from the first trading day 36 months after the completion of the grant registration of the reserved part to 30% of the reserved part
The sale period shall end on the last trading day within 48 months from the date of completion of grant registration
The restricted shares granted to the incentive object under the plan shall not be transferred, used for guarantee or debt repayment before the restriction is lifted. After the completion of the conditions for lifting the restrictions, the company will handle the lifting of the restrictions for the incentive objects who meet the conditions for lifting the restrictions in accordance with relevant regulations, and the restricted shares held by the incentive objects who do not meet the conditions for lifting the restrictions will be repurchased and cancelled by the company.
(VII) conditions for lifting the sales restriction of this incentive plan
During the period of lifting the restriction, the restricted shares granted to the incentive object can be lifted only when the following conditions are met:
1. The company is not under any of the following circumstances:
(1) The financial and accounting 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;
(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, 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 an inappropriate candidate by the stock exchange within the last 12 months;
(2) In the last 12 months, it has been identified as an inappropriate candidate by the CSRC and its dispatched offices;
(3) Being administratively punished by the CSRC and its dispatched offices or taking market entry prohibition measures for major violations of laws and regulations in the last 12 months;
(4) Those who are not allowed to serve as directors or senior managers of the company as stipulated in the company law;
(5) Those who are not allowed to participate in the equity incentive of listed companies according to laws and regulations;
(6) Other circumstances recognized by the CSRC.
3. Performance assessment requirements at the company level
The appraisal year of restricted shares granted in this incentive plan is three fiscal years from 2022 to 2024, one in each fiscal year, and the achievement of performance appraisal objectives is one of the conditions for the lifting of restrictions on sales of incentive objects.
The performance assessment objectives of restricted shares granted for the first time and reserved for each year are:
Release of sales restriction arrangement performance evaluation target release of sales restriction proportion
Release of sales restriction arrangement performance evaluation target release of sales restriction proportion
The net profit of the first deregulated Company attributable to the shareholders of the listed company after deducting non recurring profits and losses in 2022 shall not be less than
Sales period: 180 million 35%
The net profit of the second deregulated Company attributable to the shareholders of the listed company after deducting non recurring profits and losses in 2023 shall not be less than
Sales period 270 million 35%
The net profit of the third deregulated Company attributable to the shareholders of the listed company after deducting non recurring profits and losses in 2024 shall not be less than
Sales period 40 million 30%
Note (1) the above net profit refers to the audited net profit attributable to the shareholders of the listed company after deducting non recurring profits and losses, excluding the impact of the accounting treatment implemented in the equity incentive plan on the company's profits and losses;
(2) The above performance assessment objectives do not constitute the company's performance prediction and substantive commitment to investors.
If the company fails to meet the above performance assessment objectives, the restricted shares that can be lifted in the corresponding assessment year of all incentive objects shall not be lifted and shall be repurchased and cancelled by the company. Except for those who are personally responsible for the situation in paragraph 1 of Article 18 of the administrative measures, or the situation in paragraph 2 of Article 18 of the administrative measures, the repurchase price is the grant price plus the interest calculated by the bank deposit interest rate in the same period.
4. Comprehensive evaluation at incentive object level
The individual level assessment of the incentive object shall be organized and implemented in accordance with the company's measures for the administration of the implementation and assessment of the second phase of restricted stock incentive plan and the relevant provisions of the current salary and assessment:
Scores above 80 (inclusive) 70-79 and below 60-69 (exclusive)
Grade excellent good qualified unqualified
The proportion of lifting sales restrictions is 100% 90% 80% 0%
The above assessment criteria are above 80 points (inclusive), 70-79 points for good, 60-69 points for qualified and below 60 points (exclusive).
If the individual assessment result of the incentive object in the current year is excellent, the planned sales limit of the current year can be lifted in full; If the individual assessment result of the incentive object in the current year is good, 90% of the sales restriction will be lifted according to the individual plan in the current year, and the rest will be repurchased and cancelled by the company; If the individual assessment result of the incentive object is qualified in the current year, the sales restriction will be lifted by 80% of the individual plan in the current year, and the rest will be repurchased and cancelled by the company; If the individual assessment result of the incentive object in the current year is unqualified, the individual's plan to lift the sales restriction in the current year shall not be lifted, and the company shall repurchase and cancel it. The specific assessment and management contents of the incentive plan shall be implemented in accordance with the management measures for the implementation and assessment of the second phase restricted stock incentive plan.
2、 Decision making procedures and approval of this incentive plan
(I) January 24, 2022, At the 47th meeting of the 10th board of directors of the company, the proposal on the company's second phase restricted stock incentive plan (Draft) and its summary, the proposal on the measures for the implementation and assessment of the company's second phase restricted stock incentive plan, and the proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to the company's second phase restricted stock incentive plan were considered and adopted, Related directors abstained from voting on relevant proposals, and independent directors expressed independent opinions on this incentive plan. On the same day, the 28th meeting of the 10th board of supervisors of the company deliberated and approved the proposal on the company's second phase restricted stock incentive plan (Draft) and its summary, the proposal on the measures for the implementation and assessment of the company's second phase restricted stock incentive plan, and the proposal on verifying the list of incentive objects of the company's second phase restricted stock incentive plan. (II) on January 25, 2022, the company disclosed the announcement on public solicitation of entrusted voting rights by independent directors. According to the entrustment of other independent directors of the company, independent director Li Heng, as the collector, solicited voting rights from all shareholders of the company on the relevant proposals of the second phase of the company's restricted stock incentive plan deliberated at the first extraordinary general meeting in 2022.
(III) on January 25, 2022, the company opened the office via OA system
