Securities code: Guangzhou Shiyuan Electronic Technology Company Limited(002841) securities abbreviation: Guangzhou Shiyuan Electronic Technology Company Limited(002841) Announcement No.: 2022029 Guangzhou Shiyuan Electronic Technology Company Limited(002841)
Announcement on the completion of registration of reserved grant of stock option incentive plan in 2021
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without any false records, misleading statements or major omissions.
According to the incentive plan of Shenzhen Stock Exchange (hereinafter referred to as "the incentive plan of Shenzhen Stock Exchange") and the relevant regulations of China Securities Clearing Commission (hereinafter referred to as "the stock exchange") on the administration of incentive plans of listed companies (hereinafter referred to as "Shenzhen Stock Exchange"), The relevant matters are hereby announced as follows: I. decision making procedures and approval of the incentive plan
1. On May 6, 2021, the company held the fourth meeting of the Fourth Board of directors, The meeting deliberated and adopted the proposal on reviewing the company's 2021 stock option incentive plan (Draft) and its summary, the proposal on reviewing the company's measures for the implementation and assessment of the 2021 stock option incentive plan, and the proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to the 2021 stock option incentive plan. The independent directors of the company expressed independent opinions on this.
On the same day, the company held the fourth meeting of the Fourth Board of supervisors to check the list of incentive objects in the incentive plan, The proposal on reviewing the company's 2021 stock option incentive plan (Draft) and its summary, the proposal on reviewing the company's measures for the implementation and assessment of the 2021 stock option incentive plan, and the proposal on verifying the list of incentive objects granted for the first time by the 2021 stock option incentive plan were reviewed and approved.
2. From May 8, 2021 to May 17, 2021, the company publicized the names and positions of the incentive objects involved in the incentive plan through OA system. During the publicity period, the board of supervisors of the company has not received any objection from any individual or organization to the incentive objects of the company's incentive plan. On May 26, 2021, the company disclosed the statement of the board of supervisors on the publicity and verification opinions of the list of incentive objects first granted by the company's stock option incentive plan in 2021.
3. On June 4, 2021, the company held the second extraordinary general meeting of shareholders in 2021, The meeting deliberated and adopted the proposal on reviewing the company's 2021 stock option incentive plan (Draft) and its summary, the proposal on reviewing the company's measures for the implementation and assessment of the 2021 stock option incentive plan, and the proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to the 2021 stock option incentive plan. The company's implementation of the incentive plan has been approved by the general meeting of shareholders. With the authorization of the general meeting of shareholders, the board of directors will determine the grant date of stock options, grant stock options to incentive objects when they meet the conditions, and handle all matters necessary for the grant of stock options.
On the same day, the company disclosed the self inspection report on the trading of the company's shares by insiders and incentive objects of the 2021 stock option incentive plan.
4. On June 4, 2021, the company held the sixth meeting of the Fourth Board of directors and the sixth meeting of the Fourth Board of supervisors respectively, and deliberated and adopted the proposal on adjusting matters related to the company's 2021 stock option incentive plan and the proposal on granting stock options to the first incentive object of the 2021 stock option incentive plan. The independent directors of the company expressed their independent opinions on this. The board of supervisors verified this and issued verification opinions.
5. On June 18, 2021, the company disclosed the announcement on the completion of the registration of the first grant of stock option incentive plan in 2021. The company has decided to grant 8.0825 million stock options to 1105 incentive objects who meet the grant conditions on June 4, 2021 in accordance with the measures for the administration of equity incentive of listed companies of China Securities Regulatory Commission, Shenzhen Stock Exchange, Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. and other relevant rules, The exercise price is 95.68 yuan / share. The company has completed the first grant registration of the incentive plan.
6. On January 14, 2022, the company held the 11th meeting of the 4th board of directors and the 10th meeting of the 4th board of supervisors respectively, deliberated and adopted the proposal on granting reserved stock options to incentive objects under the 2021 stock option incentive plan, and determined that the grant date reserved in the incentive plan of the company was January 14, 2022, 885000 stock options were granted to 144 incentive objects who met the grant conditions, and the exercise price was 57.70 yuan / share. The independent directors expressed their independent opinions on granting reserved stock options to incentive objects. The board of supervisors verified this and issued verification opinions.
2、 Details of the completion of the registration of reserved grant in the incentive plan
(I) completion of reservation grant registration
1. Option abbreviation: vision jlc2
2. Option Code: 037216
3. Grant date: January 14, 2022
4. Number of awards: 885000
5. Number of incentive objects granted: 144
6. Exercise price: 70.57 yuan / share
7. Stock source: the company issues A-share common stock to the incentive object
8. The company has completed the registration of stock option grant on March 10, 2022
9. The distribution of stock options reserved for grant among incentive objects is shown in the table below:
The proportion of stock options granted to the granting personnel in the reserved vesting period in the total number of shares (10000 shares) of the company
The total number of core management personnel and core technology personnel is 88.50%, 100% and 0.133% (business) backbone personnel is 144
Note: 1. The shares of the company granted by any of the above incentive objects through all effective equity incentive plans do not exceed 1% of the total share capital of the company. The total number of subject shares involved in all effective incentive plans of the company shall not exceed 10% of the total share capital of the company.
2. The above incentive objects do not include independent directors, supervisors, shareholders or actual controllers who individually or jointly hold more than 5% of the company's shares and their spouses, parents and children.
(II) stock option waiting period and exercise arrangement reserved in the incentive plan
1. Waiting period
The waiting period of stock options granted in the incentive plan is the period from the date of grant of stock options to the date of exercise of stock options.
The stock options reserved and granted in the incentive plan are exercised twice, and the corresponding waiting periods are 12 months and 24 months respectively.
2. Exercise arrangement
After 12 months from the date of grant, the incentive object shall exercise the stock option reserved for grant in two phases in the next 24 months. The exercise period and the exercise schedule of each period are shown in the table:
Exercise arrangement exercise time exercise proportion
The first exercise period starts from the first trading day after 12 months from the reserved grant date to the last trading day within 24 50% months from the reserved grant date
The second exercise period starts from the first trading day after 24 months from the reserved grant date to the last trading day within 36 50% months from the reserved grant date
During the above agreed period, the stock options that have not been fulfilled due to the exercise conditions shall not be exercised or deferred to the next exercise, and the company shall cancel the corresponding stock options of the incentive object according to the principles specified in the incentive plan. After the end of each exercise period of stock option, the current stock option of the incentive object that has not been exercised shall be terminated and the company will cancel it.
The vesting date must be a trading day and may not be exercised during the following periods:
1. Within 30 days before the announcement of the company's periodic report, if the announcement date of the periodic report is delayed due to special reasons, it shall be calculated from 30 days before the original scheduled announcement date to 1 day before the announcement;
2. Within 10 days before the announcement of the company's 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 shares and their derivatives or the date of entering the decision-making process to 2 trading days after disclosure according to law;
4. Other periods stipulated by the CSRC and Shenzhen Stock Exchange.
(III) incentive arrangement
1. Company level performance assessment requirements
The assessment year for the exercise of some reserved stock options is two fiscal years from 2022 to 2023. The assessment is conducted once in each fiscal year. Based on the operating income in 2020, assuming that the growth rate of the actual operating income in each assessment year is x, the calculation method of the performance assessment objectives of each year of the reserved part is as follows:
Performance assessment objective during exercise period (x) company level coefficient (L)
X≥35% 100%
31.5%≤X＜35% 90%
First exercise period
28%≤X＜31.5% 80%
X＜28% 0%
X≥55% 100%
49.5%≤X＜55% 90%
Second exercise period
44%≤X＜49.5% 80%
X＜44% 0%
Note: the above "operating income" is calculated based on the data contained in the audited consolidated statements.
When the exercise conditions of stock options are met, the incentive objects exercise their rights in accordance with the proportion specified in the incentive plan. The stock options that cannot be exercised shall be cancelled by the company. If the company fails to meet the above performance assessment objectives, the stock options of all incentive objects corresponding to the exercisable rights in the assessment year shall not be exercised and shall be cancelled by the company.
2. Performance appraisal requirements at individual level
The salary and assessment committee will score the comprehensive assessment of the incentive object in each assessment year, and determine its exercise proportion according to the performance completion rate of the incentive object. If the performance assessment at the company level meets the standard, the number of stock options actually exercised by the incentive object in that year = the number of stocks planned to be exercised by the individual in that year × Company level coefficient (L) × Standard coefficient.
The performance evaluation results of incentive objects are divided into four grades: excellent, good, qualified and unqualified. The evaluation form is applicable to the evaluation objects. The exercise proportion of incentive objects at that time is determined according to the following table:
Assessment rating Excellent good qualified unqualified
Assessment results a B C D
Standard coefficient 1 0.9 0
Incentive objects shall exercise their rights according to the actual exercise quantity of the individual in the current year, and the stock options that cannot be exercised in the current year shall be assessed and cancelled by the company.
3、 Explanation on whether there is any difference between the incentive object and the number of stock options granted this time and the deliberation of the previous board of directors
The granting of stock options to the incentive objects reserved for granting in the incentive plan is consistent with the deliberation of the previous board of directors of the company.
4、 The impact of this stock option grant on the company's operating results
According to the relevant provisions of accounting standards for Business Enterprises No. 11 - share based payment and accounting standards for Business Enterprises No. 22 - recognition and measurement of financial instruments, it is necessary to select an appropriate valuation model to calculate the fair value of stock options. The company chooses the Black Scholes model (B-S model) to calculate the fair value of stock options, and uses this model to calculate the fair value of 885000 stock options reserved for grant on January 14, 2022.
The company determines the fair value of stock options on the grant date in accordance with relevant valuation instruments, and finally confirms the share based payment expenses of the incentive plan, which will be amortized according to the exercise proportion during the implementation of the incentive plan. The incentive costs incurred by the incentive plan will be disbursed in the recurring profits and losses.
According to the requirements of Chinese accounting standards, the impact of stock options reserved and granted in the incentive plan on the accounting cost of each period is shown in the table below:
Total expenses to be amortized for stock options reserved for grant 20222023 2024
Quantity of (ten thousand yuan) (ten thousand yuan) (ten thousand yuan) (ten thousand yuan)
