Securities code: 002415 securities abbreviation: Hangzhou Hikvision Digital Technology Co.Ltd(002415) Announcement No.: 2021-075 Hangzhou Hikvision Digital Technology Co.Ltd(002415)
Notes on the revision of the restricted stock plan in 2021 (Revised Draft)
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
Hangzhou Hikvision Digital Technology Co.Ltd(002415) (hereinafter referred to as ” Hangzhou Hikvision Digital Technology Co.Ltd(002415) ” or “the company”) convened the fifth meeting of the Fifth Board of directors on September 30, 2021, deliberated and adopted the 2021 restricted stock plan (Draft) and abstract, and the 2021 restricted stock plan (Draft) and its abstract were published on cninfo (www.cn. Info. Com.. CN.) on October 8, 2021.
According to the measures for the administration of equity incentive of listed companies and the opinions of state-owned assets supervision and administration authorities, combined with the actual situation of the company, the company revised the 2021 restricted stock plan (Draft) and other relevant contents, and held the seventh meeting of the Fifth Board of directors on December 30, 2021 to consider and adopt the 2021 restricted stock plan (draft revised) and its summary, The restricted stock plan for 2021 (Revised Draft) and the summary of the restricted stock plan for 2021 (Revised Draft) were published on cninfo.com.cn on December 31, 2021.
The main contents of this revision are announced as follows:
1、 Some words in Items 2, 3 and 6 of the “special tips” of the original draft
2. The incentive form adopted in the plan is restricted shares, that is, Hangzhou Hikvision Digital Technology Co.Ltd(002415) (hereinafter referred to as ” Hangzhou Hikvision Digital Technology Co.Ltd(002415) ” or “the company” or “the company”) grants 99730000 restricted shares to the incentive object by means of directional issuance of new shares, accounting for 1.07% of the total share capital of the company; When the unlocking conditions are met, the incentive objects can apply for unlocking restricted shares in batches according to the provisions of the plan; Restricted stocks can circulate freely according to law after being unlocked.
3. The incentive objects of restricted shares granted in this plan are the company’s senior managers, senior managers, middle managers, grass-roots managers in key fields required to achieve the company’s strategic objectives
There are 9973 core technical and backbone employees, accounting for about 23.36% of the total number of the company by the end of 2020.
6. The unlocking of restricted shares granted this time shall meet the following performance requirements:
（1） Unlock performance conditions at the company level
1) The company’s return on net assets in the financial year prior to the unlocking of restricted shares shall meet the following conditions when unlocking each batch:
a) First unlocking: the return on net assets of the previous year at the unlocking time point shall not be less than 20%, and shall not be lower than the 75th percentile level of the benchmark company in the previous year;
b) Second unlocking: the return on net assets of the previous year at the unlocking time point shall not be less than 20%, and shall not be lower than the 75th percentile level of the benchmark company in the previous year;
c) The third unlocking: the return on net assets of the previous year at the unlocking time point shall not be less than 20%, and shall not be lower than the 75th percentile level of the benchmark company in the previous year;
Return on net assets refers to the weighted average return on net assets after deducting non recurring profits and losses. At the same time, if the company refinances, the net asset is the net asset value after deducting the refinancing amount in the refinancing year, and the net profit is the net profit after excluding the influence of refinancing factors.
It is hereby revised as follows:
2. The incentive form adopted in the plan is restricted shares, that is, Hangzhou Hikvision Digital Technology Co.Ltd(002415) (hereinafter referred to as ” Hangzhou Hikvision Digital Technology Co.Ltd(002415) ” or “the company” or “the company”) grants 99577629 restricted shares to the incentive object in the form of directional issuance of new shares, accounting for 1.07% of the total share capital of the company; When the unlocking conditions are met, the incentive objects can apply for unlocking restricted shares in batches according to the provisions of the plan; Restricted stocks can circulate freely according to law after being unlocked.
3. The incentive objects of restricted shares granted in this plan are the company’s senior managers, senior managers, middle-level managers, grass-roots managers, core technology and backbone employees in key fields required to achieve the company’s strategic objectives, a total of 9953, accounting for about 23.32% of the company’s total number by the end of 2020.
6. The unlocking of restricted shares granted this time shall meet the following performance requirements:
（1） Unlock performance conditions at the company level
1) The company’s return on net assets in the financial year prior to the unlocking of restricted shares shall meet the following conditions when unlocking each batch:
a) First unlocking: the return on net assets of the year before the unlocking time point shall not be less than 20%, and shall not be lower than the 75th percentile level of the benchmark company in the same period;
b) Second unlocking: the return on net assets of the year before the unlocking time point shall not be less than 20%, and shall not be lower than the 75th percentile level of the benchmark company in the same period;
c) The third unlocking: the return on net assets of the year before the unlocking time point shall not be less than 20%, and shall not be lower than the 75th percentile level of the benchmark company in the same period;
Return on net assets refers to the weighted average return on net assets after deducting non recurring profits and losses. At the same time, if the company refinances, the net asset is the net asset value after deducting the refinancing amount in the refinancing year, and the net profit is the net profit after excluding the influence of refinancing factors.
2、 Some words of “interpretation” in the original draft
Grant conditions refer to the conditions that the company and the incentive object can grant restricted shares according to the plan only when they meet certain conditions.
Unlocking conditions refer to the conditions that the company and the incentive object can unlock according to the unlocking arrangement of the plan only when they meet certain conditions.
It is hereby revised as follows:
Grant conditions refer to the conditions that the company and the incentive object can grant restricted shares according to the plan only when they meet certain conditions. Among them, the year before the grant date, the financial year before the grant date and the year before the grant date shall be subject to the latest year in which the financial report has been publicly disclosed before the grant date.
Unlocking conditions refer to the conditions that the company and the incentive object can unlock according to the unlocking arrangement of the plan only when they meet certain conditions. Among them, the year before the unlocking time point, the financial year before the unlocking time point and the year before the unlocking time point shall be subject to the latest year in which the financial report has been publicly disclosed before the unlocking time point.
The above amendment does not change the substantive content of the granting conditions and unlocking conditions in the 2021 restricted stock plan (Draft) issued by the company on October 8, 2021. This amendment is a further explanation of the granting conditions and unlocking conditions in the disclosed draft. The company guarantees the consistency between the revised content and the information submitted for approval, and the incentive plan has been approved by relevant state-owned assets management institutions.
3、 Part of Article 9 of “Chapter III determination basis and scope of incentive objects” in the original draft
Article 9 the scope of incentive objects granted with restricted shares in this plan mainly includes some senior managers of the company, middle-level managers, grass-roots managers, core technology and key employees in key fields required to achieve the company’s strategic objectives, with a total of 9973 people, accounting for about 23.36% of the total number of the company by the end of 2020.
（1） There are 6 senior managers selected by the company;
（2） There are 115 middle managers selected by the company and its subsidiaries;
（3） 753 grass-roots managers selected by the company and its subsidiaries;
（4） The selected core technology and backbone employees of the company and its subsidiaries are determined by the board of directors according to the characteristics and development needs of the company, with a total of 9099.
It is hereby revised as follows:
Article 9 the scope of incentive objects of restricted shares granted in this plan mainly includes some senior managers of the company, middle-level managers, grass-roots managers, core technology and key employees in key fields required to achieve the company’s strategic objectives, with a total of 9953, accounting for about 23.32% of the total number of the company by the end of 2020. （1） There are 6 senior managers selected by the company;
（2） 135 middle managers selected by the company and its subsidiaries;
（3） There are 836 selected grass-roots managers of the company and its subsidiaries;
（4） The screened core technology and backbone employees of the company and its subsidiaries are determined by the board of directors according to the characteristics and development needs of the company, with a total of 8976 people.
4、 Article 14 of the original draft “Chapter IV source, type and quantity of incentive instruments and underlying stocks” Article 14 total amount granted this time
As of the announcement date of this draft, the total number of subject shares involved in all equity incentive plans that are within the validity period of the company and have not been unlocked accounts for 0.74% of the total share capital of the company. The number of restricted shares granted this time is 99730000, accounting for 1.07% of the total share capital of the company. The implementation of this grant will not result in the company’s equity distribution not meeting the listing conditions.
It is hereby revised as follows:
Article 14 total amount of this grant
As of the announcement date of this draft, the total number of subject shares involved in all equity incentive plans that are within the validity period of the company and have not been unlocked accounts for 0.74% of the total share capital of the company. The number of restricted shares granted this time is 99577629, accounting for 1.07% of the total share capital of the company. The implementation of this grant will not result in the company’s equity distribution not meeting the listing conditions.
5、 Article 15 of the original draft “Chapter V distribution of restricted shares granted this time”
Article 15 distribution of this grant
In this grant scheme, restricted shares are proposed to be granted to senior managers, middle managers, grass-roots managers, core technology and backbone employees. The detailed allocation is shown in the table below:
Proportion (%) of the number of granted shares in the total number of shares (shares) granted this time (%)
1 Bi Huijuan, Senior Deputy General Manager 900000.09% 0.0010%
2 Xu Ximing Senior Deputy General Manager 900000.09% 0.0010%
3 Huang Fanghong Senior Deputy General Manager 800000.08% 0.0009%
4 Pu Shiliang Senior Deputy General Manager 900000.09% 0.0010%
5 Jinyan Senior Deputy General Manager 800000.08% 0.0009%
6 Xu Peng Senior Deputy General Manager 700000.07% 0.0007%
Proportion (%) of the number of shares granted per capita to the total number of shares (shares) of the incentive object in the total share capital granted (%)
6 senior managers in total 833335000000.50% 0.01%
There are 115 middle managers, 3194136732243.68% 0.04%
Other grass-roots management personnel, a total of 753, 157751187880311.91% 0.12%
excitation
Target: 9099 core employees, 91968367797383.91% 0.90%
Subtotal, 9967 persons in total 99569923000099.50% 1.06%
Total number of awards: 9973 persons 1000099730000100.00% 1.07%
Note 1: the cumulative number of equity subject shares obtained by any incentive object through the grant of this plan and other effective equity incentive plans (if any) shall not exceed 1% of the total share capital of the company;
Note 2: the equity grant value of directors and senior managers shall be determined by not more than 30% of the total salary level (including the equity grant value) at the time of grant.
Note 3: the above incentive objects are not allowed to participate in the plan, nor do they participate in the equity incentive plans of two or more listed companies.
It is hereby revised as follows:
Article 15 distribution of this grant
In this grant scheme, restricted shares are proposed to be granted to senior managers, middle managers, grass-roots managers, core technology and backbone employees. The detailed allocation is shown in the table below:
Number of shares granted
