Securities code: Chongqing Zaisheng Technology Co.Ltd(603601) securities abbreviation: Chongqing Zaisheng Technology Co.Ltd(603601) Announcement No.: pro 2022016 Chongqing Zaisheng Technology Co.Ltd(603601)
Announcement on the achievement of exercise conditions in the second exercise period reserved for the grant of stock options in the 2019 stock option incentive plan
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: 897723
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 the exercise conditions for the second exercise period of stock options reserved and granted in the 2019 stock option incentive plan was deliberated and adopted. The company's 2019 stock option incentive plan has achieved the conditions reserved for the second exercise period of granting stock options. 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 May 21, 2020, the third meeting of the Fourth Board of directors and the third meeting of the Fourth Board of supervisors deliberated and adopted the proposal on adjusting the number of reserved stock options in the company's 2019 stock option incentive plan and the proposal on granting reserved stock options to incentive objects, which were agreed by the independent directors of the company, The board of supervisors verified the list of incentive objects reserved for granting stock options and the granting arrangements.
2. On July 7, 2020, the fourth meeting of the Fourth Board of directors and the fourth meeting of the Fourth Board of supervisors deliberated and adopted the proposal on adjusting the exercise price of the company's 2019 stock option incentive plan. According to the relevant provisions of the company's 2019 stock option incentive plan and the authorization of the general meeting of shareholders, the exercise price of stock options reserved for grant is adjusted from 12.18 yuan / share to 12.08 yuan / share. The board of supervisors of the company expressed their consent to the adjustment of the exercise price of stock options, and the independent directors of the company expressed their consent to the proposal.
(III) adjustment after stock option grant
1. 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 the reserved grant of some stock options in the 2019 stock option incentive plan. In view of the resignation of the four persons, the above-mentioned persons 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 112235. Since one incentive object's performance appraisal grade 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 2019 stock option incentive are to be cancelled this time. After this cancellation, the number of incentive objects reserved for grant in the company's 2019 stock option incentive plan was adjusted from 39 to 35, and the number of stock options reserved for grant was adjusted from 2875304 to 2756055.
2. 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.
3. 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.
4. 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. After this cancellation, the number of incentive objects reserved for grant in the company's 2019 stock option incentive plan was adjusted from 35 to 26, and the number of stock options reserved for grant was adjusted from 1381530 to 897723.
(IV) exercise of stock options
1. 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 the exercise conditions reserved for the first exercise period of stock options in 2019 stock option incentive plan. According to the exercise arrangement of the company's incentive plan, the number of exercisable stock options reserved and granted in the first exercise period of the incentive plan accounts for 49.87% of the number of granted stock options, and the total number of stock options reserved and granted in the first exercise period of 35 incentive objects is 1374525, From May 24, 2021 to May 20, 2022 (the exercise date must be the trading day), the exercise of stock options in the first exercise period of reserved granted stock options can be carried out.
2. 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 adopted the proposal on the achievement of exercise conditions reserved for the second exercise period of stock options in 2019 stock option incentive plan. According to the exercise arrangement of the company's incentive plan, the number of exercisable stock options reserved and granted in the second exercise period of the incentive plan accounts for 31.92% of the number of granted stock options. The total number of stock options reserved and granted in the second exercise period of 26 incentive objects is 897723, From May 24, 2022 to May 20, 2023 (the exercise date must be the trading day), the exercise of stock options in the second exercise period of reserved granted stock options can be carried out.
2、 Description of the achievement of exercise conditions for the second exercise period of stock options reserved and granted in the 2019 stock option incentive plan
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 reviewed and approved by the company's first extraordinary general meeting in 2019, the exercise conditions for the second exercise period of stock options reserved and granted by the company's 2019 stock option incentive plan have been met, The details are as follows: description of whether the stock options reserved and granted in the 2019 stock option incentive plan meet the exercise conditions in the second 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 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.
(II) the incentive object does not have any of the following circumstances: the incentive object does not have the above circumstances. 1. The incentive object has been identified as an inappropriate person by the stock exchange within the last 12 months and meets the exercise conditions. Select; 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.
(III) company level performance assessment requirements: company performance achievements:
Based on the net profit after deducting the non recurring profit and loss attributable to the shareholders of the listed company in 2018, according to the annual report of the company in 2021 and the audit report in 2021, the net profit after deducting the non recurring profit and loss attributable to the shareholders of the company in 2021 is no less than 80% higher than that attributable to the shareholders of the listed company in 2018. After deducting non recurring profits and losses, the net profit increased by 85.09% over 2018, meeting the above conditions.
(IV) performance appraisal requirements at the individual level of incentive objects: 1. 9 incentive objects leave their jobs, which do not meet the requirements. During the implementation of this incentive plan, the company will conduct annual performance appraisal on the individual incentive objects in accordance with the measures for assessing compliance with exercise conditions. The company will cancel its measures and relevant regulations, and the shares that have been granted but have not been exercised
Effectiveness assessment: options;
Assessment score (s) assessment grade exercise proportion coefficient 2. The performance assessment of 26 incentive objects at the individual level in 2021 is a, which meets the conditions of 100% full exercise of s ≥ 80 a.
70 ≤ s 80 B 80%, remaining shares
Ticket cancellation
S 70 C, no exercise, remaining
Cancellation of remaining shares
To sum up, the board of directors of the company believes that the second exercise period of stock options granted is reserved in the 2019 stock option incentive plan
