Securities code: Jack Sewing Machine Co.Ltd(603337) securities abbreviation: Jack Sewing Machine Co.Ltd(603337) Announcement No.: 2022020
Jack Technology Co., Ltd
About the incentive objects of stock option and restricted stock incentive plan in 2022
Announcement on the first grant of stock options and restricted shares
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 this announcement, and bear legal responsibility for the authenticity, accuracy and integrity of its contents according to law.
Important content tips:
First grant date of stock options and restricted shares: March 4, 2022
Number of stock options granted for the first time: 3.693 million restricted shares granted for the first time: 3.693 million shares
Jack Technology Co., Ltd. (hereinafter referred to as “the company”) has fulfilled the conditions for the first grant of stock options and Restricted Shares specified in the 2022 stock option and restricted stock incentive plan (hereinafter referred to as “the incentive plan” and “the incentive plan”). According to the authorization of the company’s first extraordinary general meeting in 2022, On March 4, 2022, the company held the 25th meeting of the 5th board of directors and the 19th meeting of the 5th board of supervisors, deliberated and adopted the proposal on granting stock options and restricted stocks to the incentive objects of the 2022 stock option and restricted stock incentive plan for the first time, It is determined that the first grant date of stock options and restricted shares is March 4, 2022. The relevant matters are explained as follows:
1、 Initial grant of stock options and restricted shares
(I) implemented decision-making procedures and information disclosure
1. On January 20, 2022, the company held the 23rd Meeting of the 5th board of directors, which deliberated and adopted the proposal on the company’s 2022 stock option and restricted stock incentive plan (Draft) and its summary, and the proposal on the company’s assessment management measures for the implementation of 2022 stock option and restricted stock incentive plan The proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive and the proposal on director Ruan Linbing as the object of equity incentive. The independent directors of the company expressed independent opinions on the relevant proposals of this incentive plan.
2. On January 20, 2022, the company held the 17th meeting of the 5th board of supervisors, which deliberated and adopted the proposal on the company’s stock option and restricted stock incentive plan in 2022 (Draft) and its summary Proposal on the management measures for the implementation and assessment of the 2022 stock option and restricted stock incentive plan of the company and proposal on verifying the list of some incentive objects granted by the 2022 stock option and restricted stock incentive plan for the first time of the company.
3. From January 21, 2022 to February 9, 2022, the company publicized the list of incentive objects granted for the first time in the company’s internal system. During the publicity period, the board of supervisors of the company did not receive any objection related to the incentive objects proposed in the incentive plan. On February 11, 2022, the board of supervisors of the company disclosed the review opinions and publicity statement of the board of supervisors on the list of incentive objects of the company’s 2022 stock option and restricted stock incentive plan.
4. On February 10, 2022, the company held the 24th Meeting of the 5th board of directors, which deliberated and adopted the proposal on the company’s stock option and restricted stock incentive plan in 2022 (Revised Draft) and its summary The independent directors of the company expressed independent opinions on the relevant proposals of the incentive plan in the first extraordinary general meeting of the company in 2022.
5. On February 10, 2022, the company held the 18th meeting of the 5th board of supervisors, which deliberated and adopted the proposal on the company’s stock option and restricted stock incentive plan in 2022 (Revised Draft) and its summary.
6. On February 21, 2022, the company held the first extraordinary general meeting of shareholders in 2022, deliberated and approved the proposal on the company’s stock option and restricted stock incentive plan in 2022 (Revised Draft) and its summary, and the proposal on the company’s measures for the administration of the assessment of the implementation of stock option and restricted stock incentive plan in 2022 According to the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive and the proposal on director Ruan Linbing as the object of equity incentive, the company immediately disclosed the self inspection report on the trading of shares of the company by insiders with inside information of stock option and restricted stock incentive plan in 2022.
7. On March 4, 2022, the company held the 25th meeting of the 5th board of directors and the 19th meeting of the 5th board of supervisors, deliberated and adopted the proposal on adjusting the number and number of incentive objects granted for the first time under the 2022 stock option and restricted stock incentive plan In the proposal on granting stock options and restricted stocks to the incentive objects of the stock option and restricted stock incentive plan in 2022 for the first time, the independent directors of the company expressed independent opinions on relevant matters, and the board of supervisors verified the granting matters.
(II) differences between this grant and the equity incentive plan approved by the general meeting of shareholders
Whereas, among the incentive objects originally granted for the first time in the company’s 2022 stock option and restricted stock incentive plan, 11 incentive objects voluntarily gave up all their rights and interests, including 134000 stock options and 134000 restricted shares; Six incentive objects voluntarily gave up part of their rights and interests, including 30000 stock options and 30000 restricted shares. To sum up, a total of 17 incentive objects were granted for the first time, giving up 164000 stock options and 164000 restricted shares.
According to the authorization of the company’s first extraordinary general meeting in 2022, the board of directors agreed to adjust the number and number of incentive objects granted for the first time in this incentive plan. After this adjustment, the number of incentive objects granted for the first time was adjusted from 219 to 208, the number of stock options granted for the first time was adjusted from 3.857 million to 3.693 million, and the number of restricted shares granted for the first time was adjusted from 3.857 million to 3.693 million.
In addition to the above adjustments, the number of incentive objects and restricted shares granted for the first time in this incentive plan are consistent with those deliberated and approved by the company’s first extraordinary general meeting in 2022.
(III) statement of the board of directors on meeting the grant conditions
According to the provisions of “conditions for granting stock options and restricted stocks” in the 2022 stock option and restricted stock incentive plan of Jack Technology Co., Ltd. (hereinafter referred to as “incentive plan”), the conditions for incentive objects to be granted stock options and restricted stocks are as follows:
Incentive objects can be granted rights and interests only when they meet the following conditions at the same time; On the contrary, if any of the following grant conditions are not met, the incentive object cannot be granted rights and interests:
(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.
After careful verification, the board of Directors believes that neither the company nor the incentive object has the above circumstances, nor other circumstances that cannot be granted or become the incentive object. It is considered that the grant conditions of this incentive plan have been fulfilled.
(IV) details of the first grant of stock options
1. Grant date: March 4, 2022
2. Number of stock options granted: the number of stock options granted for the first time in this incentive plan is 3.693 million, accounting for about 0.83% of the company’s current total share capital of 44586852 shares.
3. Number of persons granted: 208 incentive objects of stock options granted for the first time in this incentive plan, including directors, senior managers, core managers and professionals of the company.
4. Exercise price: the exercise price of stock options granted for the first time in this incentive plan is 19.38 yuan / share.
5. Stock source: the company issues A-share common stock to the incentive object.
6. Validity period, waiting period and exercise arrangement of stock options:
(1) Validity period of stock option incentive plan
The validity period of the stock option incentive plan shall be no more than 60 months from the date of the first grant of the stock option to the date of the exercise or cancellation of all the stock options granted to the incentive object.
(2) Waiting period and exercise arrangement
The stock options granted under this incentive plan are subject to different waiting periods, which are 12 months, 24 months and 36 months respectively from the date of grant. During the waiting period, the stock options granted to the incentive object shall not be transferred, used to guarantee or repay debts.
After the incentive plan is approved by the general meeting of shareholders, the stock option can be exercised after 12 months from the date of grant. The exercise date must be a trading day, but may not be exercised during the following periods:
① Within 30 days before the announcement of the company’s annual report and semi annual report, if the announcement date is delayed due to special reasons, it shall be calculated from 30 days before the original scheduled announcement date to the day before the announcement;
② Ten days before the announcement of the company’s quarterly report, 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 securities and their derivatives or in the process of decision-making to the date of disclosure according to law;
④ Other times specified by the CSRC and the stock exchange.
The exercise period of stock options granted for the first time and the exercise schedule of each period are shown in the table:
Exercise arrangement exercise time exercise proportion
From the first trading day after 12 months from the date of stock option grant to
30% on the last trading day within 24 months from the date of grant of stock option in the first exercise period
Day end
From the first trading day after 24 months from the date of stock option grant to
30% on the last trading day within 36 months from the date of grant of stock options in the second exercise period
Day end
From the first trading day after 36 months from the date of stock option grant to
40% on the last trading day within 48 months from the date of grant of stock options in the third exercise period
Day end
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 shares are exercised during the above exercise period
(3) Company level performance assessment requirements
The stock option exercise assessment year of the incentive plan is three fiscal years: 2022, 2023 and 2024, and the assessment is conducted once in each fiscal year.
The performance assessment objectives at the company level for each year when stock options are granted for the first time are shown in the table below:
Assessment file company level assessment target first exercise period second exercise period third exercise period assessment exercise proportion
Meet one of the following two conditions:
Assessment objective a: 100% cumulative operating income shall not be less than 81.00 190.35 337.97
The accumulated net profit shall not be less than 8.50 19.98 35.48
Meet one of the following two conditions:
Assessment objective B: 60% cumulative operating income shall not be less than 69.00 148.35 239.60
The accumulated net profit shall not be less than 6.90 14.84 23.96
Note: the above “accumulated operating income” refers to the sum of the operating income of 2022 in the first exercise period, 2022 and 2023 in the second exercise period and 2022, 2023 and 2024 in the third exercise period
