Securities code: 002913 securities abbreviation: Aoshikang Technology Co.Ltd(002913) Announcement No.: 2022-003
Aoshikang Technology Co.Ltd(002913)
Announcement on granting restricted shares 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:
● restricted stock grant date: December 31, 2021
● number of restricted shares granted: 2298124 shares
● grant price of restricted shares: 37.22 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 restricted shares to incentive objects. The board of directors considered that the granting conditions specified in the company's restricted stock incentive plan in 2021 had been met, It is agreed to determine December 31, 2021 as the grant date and grant 2298124 restricted shares to 77 incentive objects at the grant price of RMB 37.22/share. The details are announced as follows:
1、 Brief description of disclosed incentive plan
(i) Incentive form: restricted stock.
（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: 2298124.
（5） Grant price: 37.22 yuan / share.
（6） Scope of incentive objects: there are 77 incentive objects involved in the restricted shares granted under the plan, including the company's core technical (business) personnel, excluding independent directors, supervisors, major shareholders or actual controllers holding more than 5% and their spouses, parents and children.
The distribution of restricted shares granted under the incentive plan is shown in the table below:
Serial number name the proportion of the restricted shares granted by the position in the total granted rights and interests in the current total share capital (shares) of the company
Core technical (business) personnel 100.0000% 1.4474%
177 persons 2298124
Total 2298124100.0000% 1.4474%
（7） Lock up period of incentive plan: the lock up period of restricted shares granted by this equity incentive is 12 months, 36 months and 60 months respectively, calculated from the date of completion of the grant.
During the lock-in period of restricted shares, the shares obtained by the restricted shares granted to the incentive object due to the conversion of capital reserve into share capital, stock dividend and stock subdivision shall be locked at the same time, and shall not be sold or transferred in the secondary market in other ways. The lock-in period of these shares is the same as that of restricted shares; If it cannot be unlocked according to the plan, the company will repurchase and cancel it.
（8） Unlocking period of incentive plan
After 12 months from the date of completion of the grant of restricted shares granted under the plan, the incentive object can be unlocked in three phases within the following 60 months if the unlocking conditions specified in the plan are met. The unlocking schedule and unlocking proportion are shown in the table below:
Unlock schedule unlock time unlock proportion
The first unlocking period starts from the first trading day after 12 months from the date of grant completion to 30% of the date of grant completion
The last trading day within 24 months from the date of
The second unlocking period starts from the first trading day after 36 months from the date of grant completion to 30% of the date of grant completion
The last trading day within 48 months from the date of
The third unlocking period starts from the first trading day after 60 months from the date of grant completion to 40% of the date of grant completion
The last trading day within 72 months from the date of
The actual shares of restricted shares that can be unlocked by the incentive object each year will be adjusted accordingly according to the individual performance evaluation results of the current year. If the restricted shares do not meet the unlocking conditions during the unlocking period, the corresponding proportion of the restricted shares that can be unlocked in the current period shall not be unlocked and shall be repurchased and cancelled by the company.
（9） Performance assessment requirements for restricted stock unlocking
1. Company performance assessment requirements
The restricted shares granted in the plan are unlocked in three phases, and the assessment years are 2021 to 2022, 2023 and 2025 respectively. The company will conduct annual performance assessment on the incentive objects to meet the performance assessment objectives as the unlocking conditions for the incentive objects.
The performance assessment objectives of each year are shown in the table below:
Unlock performance appraisal objectives in the current period
From 2021 to 2022, the cumulative net profit of the company will increase by no less than 209% compared with the net profit in 2020
During the second unlocking period of granting restricted shares, the cumulative net profit of the company from 2021 to 2023 will increase by no less than 410% compared with the net profit in 2020
During the third unlocking period of restricted shares granted, the cumulative net profit of the company from 2021 to 2025 will increase by no less than 854% 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 shares of restricted shares that can be unlocked in the corresponding assessment year of all incentive objects shall not be unlocked and shall be repurchased and cancelled by the company.
2. Personal performance assessment requirements
On the premise that the company's performance appraisal meets the standard, the company will decide whether the incentive object can lift the sales restriction in the current year according to the individual performance appraisal results of the incentive object.
The assessment content includes two aspects: individual performance and team performance, and the score proportion accounts for 50% respectively.
If the company's performance assessment indicators have been met, the actual unlocked restricted stock shares of the incentive object in the current assessment period = the total number of restricted stocks granted × Proportion that can be unlocked in the current period × Current assessment score × 1.00%, and the shares that cannot be unlocked shall be repurchased and cancelled by the company.
（10） After the grant of restricted shares in the company's incentive plan, the company's equity distribution will not meet the listing conditions.
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 年限制性股票激励计划（草案）>
And its summary
<2021 年限制性股票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 restricted stock incentive plan in 2021, 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). Adopted the Convention on
<2021 年限制性股票激励计划（草案）>
And its summary
<2021 年限制性股票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 restricted stock incentive plan in 2021, 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 年限制性股票激励计划（草案修订稿）>
And its summary
<2021 年限制性股票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 subscribing for the restricted shares to be granted to them by the company for personal reasons, and the company plans to grant a new incentive object, the company's performance assessment requirements at the company level in the 2021 restricted stock incentive plan (Draft) and its summary The list of proposed incentive objects and the number of granted rights and interests have been revised.
（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 年限制性股票激励计划（草案修订稿）>
And its summary
<2021 年限制性股票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 this restricted stock grant 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 restricted shares 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.
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 granting conditions of this incentive plan 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;
