Securities code: 002913 securities abbreviation: Aoshikang Technology Co.Ltd(002913) Announcement No.: 2022-004
Aoshikang Technology Co.Ltd(002913)
Announcement on granting stock options to incentive objects
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.
Important content tips:
● stock option grant date: December 31, 2021
● number of stock options granted: 13.0313 million
● stock option grant price: 74.44 yuan / share
Aoshikang Technology Co.Ltd(002913) (hereinafter referred to as “the company”) convened the third meeting of the third board of directors and the third meeting of the third board of supervisors on December 31, 2021, deliberated and adopted the proposal on granting stock options to incentive objects. The board of directors considered that the granting conditions specified in the company’s 2021 stock option incentive plan (hereinafter referred to as “the incentive plan”) had been met, It is agreed to determine December 31, 2021 as the grant date and grant 13031323 restricted shares to 75 incentive objects at the grant price of RMB 74.44/share. The announcement details are as follows:
1、 Brief description of disclosed incentive plan
(i) Incentive form: stock option.
（2） Source of underlying stock: the company’s RMB A-share common stock issued to the incentive object by the company.
（3） Grant date: December 31, 2021.
（4） Number of shares: 13031323.
（5） Award price: 74.44 yuan / share.
（6） Scope of incentive objects: there are a total of 75 incentive objects involved in the stock options granted by the incentive plan, including directors, senior managers and other core technical (business) personnel of the company, excluding independent directors, supervisors, major shareholders or actual controllers holding more than 5% and their spouses, parents and children.
The distribution of stock options granted by the plan among incentive objects is shown in the table below:
Serial number name the proportion of the number of stock options granted by the position in the proportion of the total number of stock options granted to the current total share capital (shares) of the company during the stock grant period
1 Xu Wenjing, director and deputy general manager 4341923.3319% 0.2735%
2 he Gaoqiang, director and deputy general manager 2800002.1487% 0.1764%
Director, deputy general manager
3 he Zixiu, Secretary of the board of directors, Cai 156963712.0451% 0.9886%
Business Director
Core technical (business) personnel 1074749482.4743% 6.7690%
472 persons
Total 13031323100.0000% 8.2075%
（7） Exercise conditions of stock options
The incentive object must meet the following conditions when exercising the granted stock options:
1. Performance assessment requirements at the company level
The assessment year of the incentive plan is from 2021 to 2022, 2024 and 2026. The assessment is conducted once in each exercise period. The performance assessment objectives of each row during the exercise period are shown in the table below:
Performance assessment indicators during exercise period
During the first exercise period of stock options granted, the cumulative net profit of the company from 2021 to 2022 will increase by no less than 209% compared with the net profit in 2020
During the second exercise period of stock options granted, the cumulative net profit of the company from 2021 to 2024 will increase by no less than 625% compared with the net profit in 2020
During the third exercise period of stock options granted, the cumulative net profit of the company from 2021 to 2026 will increase by no less than 1089% compared with the net profit in 2020
Note: the above annual net profit indicators refer to the net profit attributable to the shareholders of the listed company.
If the company fails to meet the above performance assessment objectives, the stock options of all incentive objects corresponding to the current year shall not be cancelled or deferred to the next year, and shall be uniformly cancelled by the company.
2. Assessment requirements at individual level
The evaluation of individual performance indicators of incentive objects shall be implemented in accordance with the administrative measures for the implementation and evaluation of Aoshikang Technology Co.Ltd(002913) 2021 stock option incentive plan (Revised Version). If the individual performance appraisal meets the exercise conditions, the incentive object shall apply for exercise of the exercisable stock options in the period according to the appraisal results and the relevant provisions of the equity incentive plan; If the individual performance appraisal fails to meet the exercise conditions, the part of the current exercisable right of the incentive object shall be cancelled by the company and shall not be exercised or deferred to the next exercise.
（8） Exercise arrangement of stock options
If the stock option meets the exercise conditions 24 months after the grant date of the current incentive plan, the incentive object can apply for exercise in three phases. The specific exercise arrangement is shown in the table below:
Exercise period exercise time exercise proportion
The first trading day after 24 months from the date of grant to the last trading day of 25% exercise period within 36 months from the date of grant
On the second day after the grant of stock options, it starts from the first trading day after 48 months from the date of grant to the last trading day of 35% exercise periods within 60 months from the date of grant
On the third day of the grant of stock options, it starts from the first trading day after 72 months from the date of grant to the last trading day of 40% exercise periods within 84 months from the date of grant
During the exercise period, if the exercise conditions are met in the current period, the incentive object can apply for exercise of the corresponding proportion of stock options. The part that fails to apply for exercise on schedule shall not be exercised and shall be cancelled by the company; If the exercise conditions are not met in any period during the exercise period, the stock options granted but not exercised in the current period shall not be exercised and shall be cancelled by the company.
2、 Relevant approval procedures performed for incentive plan
(i) On November 9, 2021, the company held the 27th meeting of the second board of directors and the 24th Meeting of the second board of supervisors, and deliberated and adopted the
<2021 年股票期权激励计划（草案）>
And its summary
<2021 年股票期权激励计划实施考核管理办法>
And the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s 2021 stock option incentive plan, and the independent directors expressed independent opinions on matters related to the incentive plan.
（2） From November 10, 2021 to November 20, 2021, the company publicized the names and positions of the proposed incentive objects within the company. At the expiration of the publicity period, the board of supervisors did not receive any objection from any organization or individual, On November 24, 2021, the company disclosed the review opinions and publicity statement of the board of supervisors on the list of incentive objects of the restricted stock and stock option incentive plan in 2021 (Announcement No.: 2021-114). （3） On November 29, 2021, the company held the fourth extraordinary general meeting of shareholders in 2021, which deliberated and adopted the
<2021 年股票期权激励计划（草案）>
And its summary
<2021 年股票期权激励计划实施考核管理办法>
Proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s 2021 stock option incentive plan, etc. The board of directors of the company conducted a self-examination on the trading of the company’s shares by insiders of the incentive plan and incentive objects, and disclosed the self-examination report on the trading of the company’s shares by insiders of the restricted stock and stock option incentive plan in 2021 (Announcement No.: 2021-117) on November 30, 2021.
（4） On December 11, 2021, the company held the second meeting of the third board of directors and the second meeting of the third board of supervisors, which deliberated and adopted the
<2021 年股票期权激励计划（草案修订稿）>
And its summary
<2021 年股票期权激励计划实施考核管理办法（修订稿）>
In view of the fact that 12 incentive objects voluntarily give up the subscription of the stock options to be granted to them by the company for personal reasons, and the company plans to grant a new incentive object, the company will revise the list of incentive objects and the number of granted rights and interests in the 2021 stock option incentive plan (Draft) and its abstract.
（5） From December 14, 2021 to December 23, 2021, the company publicized the names and positions of the adjusted proposed incentive objects within the company. After the expiration of the publicity period, the board of supervisors did not receive any objection from any organization or individual, On December 24, 2021, the company disclosed the review opinions and publicity statement of the board of supervisors on the list of incentive objects (after adjustment) of the restricted stock and stock option incentive plan in 2021 (Announcement No.: 2021-138).
（6） On December 30, 2021, the company held the fifth extraordinary general meeting of shareholders in 2021, which deliberated and adopted the
<2021 年股票期权激励计划（草案修订稿）>
And its summary
<2021 年股票期权激励计划实施考核管理办法（修订稿）>
The board of directors of the company conducted a self-examination on the trading of the company’s shares by insiders and incentive objects on the adjustment of the incentive plan, On December 24, 2021, the company disclosed the self inspection report on the trading of company shares by insiders and incentive objects of the restricted stock and stock option incentive plan in 2021 (Revised Draft) (Announcement No.: 2021-139).
3、 Differences between this grant and the incentive plan approved by the general meeting of shareholders
There is no difference between the grant of stock options and the incentive plan approved by the fifth extraordinary general meeting of shareholders in 2021.
4、 Explanation of the board of directors on whether the grant meets the conditions
According to the disclosed incentive plan, the company’s granting of stock options to incentive objects must meet the following conditions: (I) the company does not have any of the following circumstances:
1. An audit report with a negative opinion or unable to express an opinion on the financial and accounting report of the most recent fiscal year issued by a certified public accountant;
2. The internal control of the financial report of the most recent 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, the 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.
（2） The incentive object does not have any of the following situations:
1. Being identified as inappropriate by the stock exchange within the last 12 months;
2. It has been identified as an inappropriate candidate by the CSRC and its dispatched offices within the last 12 months;
3. Being administratively punished by the CSRC and its dispatched offices or taking market entry prohibition measures for major violations of laws and regulations within 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 equity incentive of listed companies according to laws and regulations;
6. Other circumstances recognized by the CSRC;
7. The board of directors of the company determines other serious violations of the relevant provisions of the company.
After careful verification by the board of directors of the company, it is determined that neither the company nor the incentive object has any of the above circumstances, and there are no other circumstances that cannot be granted or become the incentive object. It is considered that the conditions for granting stock options have been met.
5、 Verification of the list of incentive objects (grant date) by the board of supervisors
1. The persons listed in the list of incentive objects of the equity incentive plan (grant date) meet the incentive object conditions specified in the management measures, the articles of association and other laws, regulations and normative documents, and meet the incentive object conditions specified in the equity incentive plan (Revised Draft).
2. The equity incentive plan has fulfilled the necessary approval procedures in accordance with relevant requirements. The list of incentive objects (grant date) of the company’s equity incentive plan is consistent with the incentive objects specified in the equity incentive plan approved by the company’s fifth extraordinary general meeting in 2021. The incentive objects granted this time do not have the following circumstances that are not allowed to become incentive objects as stipulated in Article 8 of the administrative measures:
(1) The candidate has been identified as unsuitable by the stock exchange in the last 12 months;
(2) In the last 12 months, it has been identified as an unsuitable 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 within 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
