Securities code: Shenzhen Increase Technology Co.Ltd(300713) securities abbreviation: Shenzhen Increase Technology Co.Ltd(300713) Announcement No.: 2022015 Shenzhen Increase Technology Co.Ltd(300713)
Announcement on granting stock options to incentive objects for the first time
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Shenzhen Increase Technology Co.Ltd(300713) (hereinafter referred to as "the company") held the third meeting of the third board of directors and the third meeting of the third board of supervisors respectively on March 11, 2022 to consider and adopt the proposal on granting stock options to incentive objects for the first time. Relevant matters are hereby announced as follows:
1、 Review procedures and information disclosure of the incentive plan
(I) on February 22, 2022, the company held the second meeting of the third board of directors, deliberated and adopted the proposal on the first stock option incentive plan (Draft) and summary, and the proposal on the management measures for the assessment of the first stock option incentive plan The independent directors have expressed independent opinions on the relevant proposals, such as the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle the matters related to the first issue of stock option incentive plan and the proposal on convening the first extraordinary general meeting of shareholders in 2022.
(II) on February 22, 2022, the company held the second meeting of the third session of the board of supervisors, deliberated and approved the proposal on the first stock option incentive plan (Draft) and summary, the proposal on the assessment and management measures of the first stock option incentive plan, and the proposal on verifying the list of incentive objects of the first stock option incentive plan.
(III) from February 23, 2022 to March 4, 2022, the company publicized the names and positions of the incentive objects determined in the incentive plan internally. During the publicity period, the board of supervisors of the company did not receive any objection and no feedback record. On March 4, 2022, the company disclosed the announcement and verification opinions of the board of supervisors on the list of incentive objects of the first stock option incentive plan.
(IV) on March 4, 2022, the company disclosed the self inspection report on insider information of the first stock option incentive plan and insider trading of the company's shares.
(V) on March 11, 2022, the company held the first extraordinary general meeting of shareholders in 2022, deliberated and approved the proposal on the first stock option incentive plan (Draft) and summary, and the proposal on the management measures for the assessment of the first stock option incentive plan Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the incentive plan of the first stock option, etc.
(VI) on March 11, 2022, the company held the third meeting of the third board of directors and the third meeting of the third board of supervisors respectively, deliberated and adopted the proposal on granting stock options to incentive objects for the first time, and independent directors have expressed independent opinions on this proposal.
2、 Differences between this grant and the incentive plan approved by the general meeting of shareholders
The relevant contents of this grant are consistent with the incentive plan deliberated and approved by the company's first extraordinary general meeting of shareholders in 2022.
3、 Notes of the board of directors on the achievement of the conditions for this grant
According to the relevant provisions of the incentive plan, the grant conditions are as follows:
(I) the company is not under any of the following circumstances:
1. The financial and accounting 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;
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. Circumstances where equity incentive is prohibited by laws and regulations;
5. Other circumstances recognized by the CSRC.
(II) the incentive object does not have any of the following situations:
1. Being identified as an inappropriate candidate by the stock exchange within the last 12 months;
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.
After careful verification, the board of Directors believes that neither the company nor the incentive object has occurred or does not belong to any of the above circumstances, and the grant conditions of the incentive plan have been met. It agrees to determine the first grant date as March 11, 2022, and grant a total of 4802737 stock options to 160 incentive objects who meet the grant conditions, with an exercise price of 17.37 yuan / share.
4、 Status of this grant
(I) grant date: March 11, 2022.
(II) exercise price: 17.37 yuan / share.
(III) number of awards: 4802737.
(IV) stock source: the company issues A-share common stock to the incentive object.
(V) number of persons granted: 160. The details are as follows:
Serial number name the proportion of the number of positions granted to the total amount granted to the total share capital (10000 copies)
1 Yin Wei, chairman and general manager 300000 5.0000% 0.1901%
2 director Liu Wenfeng 130860 2.1810% 0.0829%
3 Deng Hu, director and Secretary of the board of directors 123950 2.0658% 0.0786%
4 Nie Jianhua, deputy general manager 122087 2.0348% 0.0774%
5 Sun Jing CFO 122087 2.0348% 0.0774%
6 other personnel deemed necessary by the board of directors 4003753667292% 2.5375%
(155 persons)
Reserve 1197263199544% 0.7588%
Total 60 Ping An Bank Co.Ltd(000001) 000000% 3.8027%
Note: any difference in mantissa between the sum of the above total data and each detailed data is caused by rounding.
(VI) validity period: the validity period of this incentive plan is from the date of the first grant of stock options to the date of full exercise or cancellation, with a maximum of 60 months.
(VII) exercise arrangement:
Exercise arrangement exercise time exercise proportion
From the first trading day after 12 months from the date of completion of the first grant registration
33.00% of the last transaction within 24 months from the first exercise period to the completion of the first grant registration
End of the day
From the first trading day after 24 months from the date of completion of the first grant registration
33.50% of the last transaction within 36 months from the completion of the first grant registration in the second exercise period
End of the day
From the first trading day 36 months after the completion of the first grant registration
33.50% of the last transaction within 48 months from the date of completion of the first grant registration in the third exercise period
End of the day
(VIII) company level performance assessment:
Assessment objective in exercise period am assessment objective an
In the first exercise period, the operating revenue in 2022 shall not be less than 400 million yuan, and the operating revenue in 2022 shall not be less than 320 million yuan
In the second exercise period, the operating revenue in 2023 shall not be less than 550 million yuan, and the operating revenue in 2023 shall not be less than 440 million yuan
In the third exercise period, the operating revenue in 2024 shall not be less than 750 million yuan, and the operating revenue in 2024 shall not be less than 600 million yuan
Actual completion value (a) company level exercisable proportion (x)
A≥Am X=100%
An≤A＜Am X=80%
A＜An X=0%
Note 1: the above "operating income" indicators are subject to the data contained in the audited consolidated statements; Note 2: the above assessment objectives do not constitute the company's performance prediction and substantive commitment to investors.
During each exercise period, if the company fails to meet the corresponding performance assessment objectives, the stock options granted but not exercised by all incentive objects in the corresponding assessment year shall not be exercised and shall be cancelled by the company.
(IX) individual level performance appraisal:
The performance appraisal of the incentive object shall be carried out in accordance with the relevant provisions of the company's current salary and performance appraisal. The performance appraisal results of the incentive object are divided into three levels: A, B and C. during each exercise period, the actual number of stock options that can be exercised by the incentive object in the current period is determined according to the corresponding performance appraisal results, as follows:
Performance appraisal results a, B, C
The exercisable proportion at the individual level is 100% 80% 0%
In each exercise period, if the company meets the corresponding performance assessment objectives, the actual number of stock options that can be exercised by the incentive object in the current period = the number of stock options that the individual plans to exercise in the current period × Exercisable proportion at the company level × The exercisable proportion at the individual level, and the stock options that fail to exercise in the corresponding period shall be cancelled by the company.
5、 The impact of this grant on the company's financial status and 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. On each balance sheet date within the waiting period of the incentive plan, according to the change of the number of exercisable persons According to the follow-up information such as the completion of exercise conditions, revise the estimated number of stock options that can be exercised, and record the services obtained in the current period into relevant costs and capital reserves according to the fair value of stock options on the grant date. The company has determined March 11, 2022 as the first grant date of the incentive plan, and uses the Black Scholes model to calculate the fair value of the stock options granted for the first time in the incentive plan. The specific parameters are as follows:
(I) underlying stock price: 16.02 yuan / share (closing price of the company's shares on March 11, 2022);
(II) validity period: 1 year, 2 years and 3 years (the period from the completion date of stock option grant registration to the vesting date of each bank);
(III) historical volatility: 22.23%, 25.30% and 26.26% (annualized volatility of gem composite index in recent 1, 2 and 3 years);
(IV) risk free interest rate: 1.50%, 2.10% and 2.75% (the benchmark interest rate for one-year, two-year and three-year RMB deposits of financial institutions set by the people's Bank of China);
(V) dividend yield: 0.56% (annualized dividend yield of the company's Shenwan industry "power equipment - other power equipment II - other power equipment III" in the last year, data source: Hithink Royalflush Information Network Co.Ltd(300033) ifind financial data terminal). The incentive plan grants 480273700 stock options to the incentive objects for the first time, and the incentive cost is expected to be 8.9964 million yuan, which will be amortized by stages according to the exercise arrangement of the incentive plan, as follows:
Total incentive cost 20222023 20242025
(ten thousand yuan) (ten thousand yuan) (ten thousand yuan) (ten thousand yuan) (ten thousand yuan)
899.64 376.20 326.43 172.56 24.46
Note 1: the above estimated results do not represent the final accounting cost of the incentive plan. Actual accounting cost and actual grant date
