Securities code: Chongqing Zaisheng Technology Co.Ltd(603601) securities abbreviation: Chongqing Zaisheng Technology Co.Ltd(603601) Announcement No.: pro 2022015 Chongqing Zaisheng Technology Co.Ltd(603601)
About cancellation of reserved grant of 2019 stock option incentive plan
Announcement of some stock options
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 individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Chongqing Zaisheng Technology Co.Ltd(603601) (hereinafter referred to as "the company") convened the 16th meeting of the 4th board of directors and the 16th meeting of the 4th board of supervisors on March 9, 2022, and deliberated and adopted the proposal on Canceling Part of stock options reserved and granted in 2019 stock option incentive plan. It is agreed that the company's 2019 stock option incentive plan shall be reserved for the cancellation of some stock options granted. Relevant matters are hereby announced as follows:
1、 Relevant procedures performed in this incentive plan
1. On May 8, 2019, the 23rd Meeting of the third board of directors of the company deliberated and approved the proposal on the company's 2019 stock option incentive plan (Draft) and summary, and the proposal on the company's measures for the administration of the implementation and assessment of the 2019 stock option incentive plan The proposal on requesting the general meeting of shareholders of the company to authorize the board of directors to handle matters related to equity incentive in 2019, and the independent directors of the company expressed independent opinions on the proposal on the company's 2019 stock option incentive plan (Draft) and summary and the proposal on the company's measures for the implementation and assessment of 2019 stock option incentive plan. On May 8, 2019, the 19th meeting of the third board of supervisors of the company deliberated and approved the proposal on the company's 2019 stock option incentive plan (Draft) and summary, and the proposal on the company's measures for the administration of the implementation and assessment of the 2019 stock option incentive plan.
2. The number of incentive objects will be announced in the company's stock option system from May 18, 2019 to May 18, 2019. On May 22, 2019, the company disclosed the statement of Chongqing Zaisheng Technology Co.Ltd(603601) board of supervisors on the review opinions and publicity of the list of incentive objects of the company's 2019 stock option incentive plan (Announcement No.: pro 2019051). The board of supervisors of the company believed that the incentive objects listed in the company's current incentive plan met the conditions specified in relevant laws, regulations and normative documents, As the incentive object of the company's 2019 stock option incentive plan, it is legal and effective.
3. On May 28, 2019, the first extraordinary general meeting of the company in 2019 deliberated and approved the proposal on the company's 2019 stock option incentive plan (Draft) and summary, and the proposal on the company's measures for the assessment and management of the implementation of 2019 stock option incentive plan The proposal on requesting the general meeting of shareholders of the company to authorize the board of directors to handle matters related to stock option incentive in 2019. The board of directors of the company is authorized to determine the stock option grant date, grant stock options to incentive objects when incentive objects meet the conditions, and handle all matters necessary for the grant of stock options; At the same time, the company disclosed Chongqing Zaisheng Technology Co.Ltd(603601) the self inspection report on the trading of the company's shares by insiders of the stock option incentive plan in 2019 (Announcement No.: pro 2019053) according to the verification of the trading of the company's shares by insiders.
4. On June 3, 2019, the 25th meeting of the third board of directors and the 22nd Meeting of the third board of supervisors deliberated and adopted the proposal on adjusting the list of incentive objects and the number of rights and interests granted for the first time in the company's 2019 stock option incentive plan In the proposal on adjusting the number and exercise price of stock options granted to incentive objects for the first time in the company's 2019 stock option incentive plan and the proposal on granting stock options to incentive objects for the first time, the board of supervisors of the company verified the list of incentive objects granted for the first time and expressed their consent, and the independent directors of the company expressed their consent to the proposal.
5. On July 26, 2019, the company completed the registration of the first grant of 2019 stock option incentive plan in Shanghai Branch of China Securities Depository and Clearing Co., Ltd. The number of stock options granted for the first time was 1976.9 million, with 170 incentive objects, and the exercise price was 6.78 yuan / share.
6. On May 21, 2020, the third meeting of the Fourth Board of directors and the third meeting of the Fourth Board of supervisors deliberated and approved the proposal on Canceling Part of the stock options granted for the first time by the 2019 stock option incentive plan, the proposal on the achievement of the exercise conditions in the first exercise period of the stock options granted for the first time by the 2019 stock option incentive plan Proposal on adjusting the number of reserved stock options in the company's 2019 stock option incentive plan and proposal on granting reserved stock options to incentive objects. In view of the fact that the four incentive objects have resigned for personal reasons, it is decided to cancel a total of 406702 stock options of the above-mentioned personnel; In view of the fact that the performance appraisal result of 12 incentive objects at the individual level in 2019 is B, it is decided to cancel a total of 72595 stock options that cannot be exercised by the above-mentioned personnel. After this cancellation, the number of incentive objects of the company's stock option incentive plan in 2019 was adjusted from 170 to 166, and the number of stock options granted for the first time was adjusted from 1976.9 million to 19289703 million. 7. On August 17, 2020, the company completed the registration of reserved grant of 2019 stock option incentive plan in Shanghai Branch of China Securities Depository and Clearing Corporation Limited. The number of reserved stock options granted was 2875304, 39 incentive objects and the exercise price was 12.08 yuan / share.
8. On April 19, 2021, the 10th meeting of the 4th board of directors and the 10th meeting of the 4th board of supervisors of the company deliberated and approved the proposal on canceling the reserved grant part of stock options in 2019 stock option incentive plan and the proposal on the achievement of exercise conditions in the first exercise period of reserved grant of stock options in 2019 stock option incentive plan. In view of the resignation of four reserved stock option incentive objects and the above-mentioned personnel have no incentive object qualification, the company plans to cancel the above-mentioned incentive object qualification and cancel the total 112235 stock options granted but not exercised. In view of the performance assessment grade of one incentive object in 2020 is B, The company plans to cancel a total of 7014 stock options granted but not exercisable to the above-mentioned incentive object. To sum up, 119249 stock options reserved for grant in 2019 stock option incentive plan are to be cancelled this time.
9. On June 1, 2021, the 11th meeting of the 4th board of directors and the 11th meeting of the 4th board of supervisors deliberated and adopted the proposal on adjusting the exercise price of the company's 2019 stock option incentive plan, In view of the proposal of Chongqing Zaisheng Technology Co.Ltd(603601) on the profit distribution plan for the first three quarters of 2020 deliberated and approved at the first extraordinary general meeting of the company in 2021 on April 29, 2021: the profit is distributed based on the total share capital on the equity registration date when the profit distribution plan is implemented minus the number of shares in the special repurchase account, Distribute cash dividends of RMB 0.5 (including tax) for every 10 shares to all shareholders with undistributed profits; The company was posted on the website of Shanghai Stock Exchange (www.sse. Com. CN.) on June 1, 2021 And the designated information disclosure media announced the announcement on the implementation of equity distribution in the first three quarters of Chongqing Zaisheng Technology Co.Ltd(603601) 2020 (Announcement No.: pro 2021052).
According to the relevant provisions of the company's 2019 stock option incentive plan and the authorization of the general meeting of shareholders, the board of directors agreed to adjust the exercise price of stock options reserved for grant from 12.08 yuan / share to 12.03 yuan / share.
10. On July 6, 2021, the 12th meeting of the 4th board of directors and the 12th meeting of the 4th board of supervisors deliberated and adopted the proposal on adjusting the exercise price of the company's 2019 stock option incentive plan, Whereas, on May 18, 2021, the 2020 annual general meeting of shareholders of the company deliberated and approved the proposal on the 2020 annual profit distribution plan of the company: distribute profits based on the total share capital on the equity registration date when the profit distribution plan is implemented minus the number of shares in the special account for repurchase, and distribute cash dividends of RMB 1.5 (including tax) to all shareholders for every 10 shares with undistributed profits; The company was posted on the website of Shanghai Stock Exchange (www.sse. Com. CN.) on July 6, 2021 And the designated information disclosure media announced the announcement on the implementation of Chongqing Zaisheng Technology Co.Ltd(603601) 2020 annual equity distribution (Announcement No.: pro 2021062). According to the relevant provisions of the company's 2019 stock option incentive plan and the authorization of the general meeting of shareholders, the board of directors agreed to adjust the exercise price of stock options reserved for grant from 12.03 yuan / share to 11.88 yuan / share.
11. On March 9, 2022, the 16th meeting of the 4th board of directors and the 16th meeting of the 4th board of supervisors of the company deliberated and approved the proposal on cancelling part of stock options reserved for grant in 2019 stock option incentive plan and the proposal on the achievement of exercise conditions reserved for grant of stock options in the second exercise period in 2019 stock option incentive plan. In view of the resignation of 9 reserved stock option incentive objects, the above-mentioned personnel do not have the qualification of incentive objects. The company plans to cancel the qualification of the above-mentioned incentive objects and cancel a total of 483807 stock options granted but not exercised.
2、 Reasons and quantity of cancellation of stock options
According to the relevant provisions of the company's 2019 stock option incentive plan (Draft), in view of the resignation of 9 people and the above-mentioned personnel have no incentive object qualification, the board of directors decided to cancel the above-mentioned incentive object qualification and cancel all the stock options granted but not exercised, totaling 483807.
The board of directors of the company will handle the relevant procedures for the cancellation of stock options in accordance with the relevant rules as authorized by the first extraordinary general meeting of shareholders in 2019.
3、 The impact of the cancellation of stock options on the company's performance
The cancellation of some stock options will not have a material impact on the company's financial status and operating results, nor will it affect the diligence of the company's management team. The company's management team will continue to earnestly perform their duties and try their best to create value for shareholders.
4、 Opinions of independent directors
After review, the independent directors believe that the cancellation of some options reserved and granted in the company's 2019 stock option incentive plan complies with the administrative measures for equity incentive of listed companies (hereinafter referred to as the "administrative measures") and the relevant provisions of the company's equity incentive plan, the decisions made have fulfilled the necessary procedures, and there is no damage to the interests of the company's shareholders. Therefore, the independent directors unanimously agreed to cancel some stock options granted but not exercised by the company.
5、 Review opinions of the board of supervisors
The cancellation of some stock options of the company this time complies with relevant laws, regulations and relevant provisions of the company's 2019 stock option incentive plan (Draft), and there is no damage to the interests of shareholders. It is agreed that the company will cancel some options this time.
6、 Conclusion of legal opinion
As of 2019, the company has obtained the relevant legal provisions of the incentive plan and the regulations on the cancellation of the incentive plan issued by the company, as well as the relevant legal provisions of the incentive plan and the reserved legal documents issued by the company. Matters related to the stock option incentive plan still need to be resolved by the company in accordance with provisions 7 of relevant laws, regulations and normative documents. Documents for future reference 1. Resolutions of the 16th meeting of the Fourth Board of directors of the company; 2. Resolutions of the 16th meeting of the 4th board of supervisors of the company; 3. Independent opinions of the company's independent directors on matters related to the 16th meeting of the Fourth Board of directors; 4. Legal opinion. It is hereby announced.
Chongqing Zaisheng Technology Co.Ltd(603601)
Board of directors
March 10, 2022
