Securities code: Chongqing Zaisheng Technology Co.Ltd(603601) securities abbreviation: Chongqing Zaisheng Technology Co.Ltd(603601) Announcement No.: pro 2022014 Chongqing Zaisheng Technology Co.Ltd(603601)
Announcement on the achievement of exercise conditions in the third exercise period of stock options first granted by the stock option incentive plan in 2019
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.
Important content tips:
Number of stock options to be exercised: 6265289
Source of stock options to be exercised: the company issued additional A shares of common stock Chongqing Zaisheng Technology Co.Ltd(603601) (hereinafter referred to as “the company” or ” Chongqing Zaisheng Technology Co.Ltd(603601) “) to the incentive object. The 16th meeting of the 4th board of directors and the 16th meeting of the 4th board of supervisors were held on March 9, 2022, The proposal on the achievement of exercise conditions in the third exercise period of the first grant of stock options under the 2019 stock option incentive plan was deliberated and adopted. The conditions for the first grant of stock options under the company’s 2019 stock option incentive plan have been met. Relevant matters are hereby announced as follows:
1、 Approval and implementation of stock option incentive plan in 2019
(I) 2019 stock option incentive plan of the company
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. From May 9, 2019 to May 18, 2019, the company publicized the names, positions and the number of stock options of the incentive plan objects in the ERP management system of the company’s cloud home and the enterprise bulletin board. 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.
(II) grant of stock options
1. 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.
2. 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.
(III) adjustment after stock option grant
1. On May 21, 2020, the third meeting of the Fourth Board of directors and the third meeting of the Fourth Board of supervisors of the company deliberated and adopted the proposal on Canceling Part of stock options granted for the first time in 2019 stock option incentive plan. 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.
2. The fourth meeting of the Fourth Board of directors was held on July 7, 2020, and the proposal on adjusting the exercise price of the company’s 2019 stock option incentive plan was considered and adopted. Whereas, on May 14, 2020, the 2019 annual general meeting of shareholders of the company deliberated and approved the proposal on the 2019 annual profit distribution plan of the company: Taking the total share capital on the equity registration date when the profit distribution plan was implemented as the base, the undistributed profit was used to distribute cash dividends of RMB 1.0 (including tax) to all shareholders for every 10 shares; The company was posted on the website of Shanghai Stock Exchange (www.sse. Com. CN.) on July 7, 2020 And the designated information disclosure media announced the announcement on the implementation of Chongqing Zaisheng Technology Co.Ltd(603601) 2019 annual equity distribution (Announcement No.: pro 2020080). 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 the first granted stock option from 6.78 yuan / share to 6.68 yuan / share.
3. On April 19, 2021, the 10th meeting of the 4th board of directors and the 10th meeting of the 4th board of supervisors deliberated and adopted the proposal on Canceling Part of the stock options granted for the first time in the 2019 stock option incentive plan. In view of the resignation of the four people, the above-mentioned people are no longer qualified as incentive objects, The company plans to cancel the qualification of the above incentive objects and cancel all the stock options granted but not exercised, totaling 234300.
In view of the fact that the performance appraisal grade of 10 incentive objects in 2020 is B, the company plans to cancel 73824 stock options granted but not exercisable to the above 10 incentive objects. To sum up, it is proposed to cancel 308124 stock options granted for the first time in 2019. After this cancellation, the number of incentive objects of the company’s stock option incentive plan in 2019 was adjusted from 166 to 162, and the number of stock options granted for the first time was adjusted from 19289703 to 18981579.
4. On August 25, 2021, the 13th meeting of the 4th board of directors and the 13th meeting of the 4th board of supervisors deliberated and adopted the proposal on canceling expired and unexercised stock options, The board of directors agreed to cancel 438048 stock options held by the four incentive objects who have not exercised their rights after the expiration of the first exercise period of stock options granted for the first time in 2019 stock option incentive plan.
5. 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). In accordance with 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 the first granted stock option from 6.68 yuan / share to 6.63 yuan / share.
6. 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 the first granted stock option from 6.63 yuan / share to 6.48 yuan / share.
7. 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 Canceling Part of stock options granted by 2019 stock option incentive plan for the first time, and the proposal on the achievement of exercise conditions in the third exercise period of stock options granted by 2019 stock option incentive plan for the first time. In view of the resignation of 9 incentive objects granted stock options for the first time, and the above-mentioned personnel have no incentive object qualification, the company plans to cancel the qualification of the above incentive objects and cancel a total of 281807 stock options granted but not exercised. In view of the fact that the 2021 performance appraisal grade of three incentive objects granted stock options for the first time is B and the 2021 performance appraisal grade of one incentive object granted stock options for the first time is C, the company plans to cancel a total of 62030 stock options granted but not exercisable to the above four incentive objects granted stock options for the first time. To sum up, it is proposed to cancel a total of 343837 stock options granted for the first time in 2019.
(IV) exercise of stock options
1. On May 21, 2020, the third meeting of the Fourth Board of directors and the third meeting of the Fourth Board of supervisors of the company deliberated and adopted the proposal on the achievement of exercise conditions during the first exercise period of stock options granted by the stock option incentive plan in 2019. According to the exercise arrangement of the company’s incentive plan, the number of stock options that can be exercised in the first exercise period of the incentive plan for the first time accounts for 32.75% of the number of stock options granted. The total number of stock options that can be exercised in the first exercise period of stock options granted by 166 incentive objects for the first time is 631696100, From June 4, 2020 to June 3, 2021 (the exercise date must be the trading day), the exercise of stock options in the first exercise period of stock options granted for the first time can be carried out.
2. 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 adopted the proposal on the achievement of exercise conditions during the second exercise period of stock options first granted by the 2019 stock option incentive plan. According to the exercise arrangement of the company’s incentive plan, the number of exercisable stock options granted for the first time in the second exercise period of the incentive plan accounts for 32.66% of the number of granted stock options, and the total number of stock options granted for the second exercise of stock options granted for the first time by 162 incentive objects is 6200331, From June 4, 2021 to June 3, 2022 (the exercise date must be the trading day), the exercise of stock options in the second exercise period of stock options granted for the first time can be carried out.
3. On March 9, 2022, the 16th meeting of the Fourth Board of directors and the 16th meeting of the Fourth Board of supervisors of the company deliberated and adopted the proposal on the achievement of exercise conditions in the third exercise period of the first grant of stock options under the 2019 stock option incentive plan. According to the exercise arrangement of the company’s incentive plan, the number of exercisable stock options in the third exercise period granted for the first time in the incentive plan accounts for 32.57% of the number of granted stock options, and the total number of stock options in the third exercise period granted for the first time by 152 incentive objects is 6265289, From June 4, 2022 to June 3, 2023 (the exercise date must be the trading day), the exercise of stock options in the third exercise period of stock options granted for the first time can be carried out.
2、 Description of the achievement of exercise conditions in the third exercise period of stock options first granted by the stock option incentive plan in 2019
According to the relevant provisions of the company’s 2019 stock option incentive plan (Draft) and summary and the measures for the administration of the implementation and assessment of the company’s 2019 stock option incentive plan, the exercise conditions for the third exercise period of stock options granted for the first time by the company’s 2019 stock option incentive plan have been met, The details are as follows: description of whether the stock options granted for the first time in 2019 stock option incentive plan meet the exercise conditions, and the exercise conditions in the third exercise period
(I) the company does not have any of the following circumstances: the company does not have the above circumstances and meets the conditions for 1. The financial accounting report of the latest fiscal year to be registered for accounting exercise. Auditors issue audit reports with negative opinions or unable to express opinions; 2. The internal control of the financial report of the latest fiscal year was audited with a negative opinion or unable to express an opinion issued by the certified public accountant
report 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.
(II) incentive object
