Securities code: 300571 securities abbreviation: Hangzhou Anysoft Information Technology Co.Ltd(300571) Announcement No.: 2021-180
Hangzhou Anysoft Information Technology Co.Ltd(300571)
On repurchase and cancellation of some restricted shares and
Announcement of cancellation of some stock options
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 Anysoft Information Technology Co.Ltd(300571) (hereinafter referred to as “the company”) convened the 28th meeting of the third board of directors and the 26th meeting of the third board of supervisors on December 31, 2021, deliberated and adopted the proposal on repurchase and cancellation of some restricted shares and cancellation of some stock options. According to the administrative measures for equity incentive of listed companies (hereinafter referred to as the “administrative measures”) Due to the relevant provisions of the gem information disclosure business Memorandum No. 8 – equity incentive plan (hereinafter referred to as “Memorandum No. 8”) and the Hangzhou Anysoft Information Technology Co.Ltd(300571) 2018 stock option and restricted stock incentive plan (Draft) (hereinafter referred to as “this incentive plan or the incentive plan”), the company failed to meet the performance assessment in 2020, For all incentive objects granted stock options and restricted shares for the first time in the incentive plan, the third exercise / release of restrictions has not been fulfilled, and the company plans to cancel the corresponding stock options and repurchase and cancel the corresponding restricted shares, The incentive plan reserves part of all incentive objects granted stock options and restricted shares. The second exercise / release of restrictions has not been fulfilled. The company plans to cancel the corresponding stock options and repurchase and cancel the corresponding restricted shares. The company plans to cancel 387975 stock options and 166275 restricted shares. The relevant matters are hereby announced as follows:
1、 Brief description of 2018 stock option and restricted stock incentive plan and relevant approval procedures performed (I) brief description of the company’s stock option and restricted stock incentive plan
The incentive plan and its summary have been deliberated and adopted at the first extraordinary general meeting of the company in 2018, and the main contents are as follows:
1. Type of underlying stock: RMB A-share common stock.
2. Source of underlying stock: the company issues company shares to incentive objects.
3. Incentive objects: directors, senior managers, core managers and core technical (business) personnel who have been granted stock options / restricted shares in accordance with the incentive plan.
4. Exercise / release of restrictions
4.1 stock options
After 12 months from the date of completion of grant registration, the incentive object can exercise the stock option for the first time in the incentive plan in three phases according to the proportion of 40%, 30% and 30% in the next 36 months.
The exercise period of reserved stock options and the exercise validity period of each period are as follows:
(1) If some reserved stock options are granted in 2018, the exercise schedule of each period is shown in the table below:
Exercise arrangement exercise validity period exercise proportion
From the first trading day after 12 months from the date of completion of grant registration
40% of the first exercise period of stock options to the last transaction within 24 months from the date of completion of grant registration
End of day
From the first trading day after 24 months from the date of completion of grant registration
The second exercise period of stock options is 30% of the last transaction within 36 months from the date of completion of grant registration
End of day
From the first trading day after 36 months from the date of completion of grant registration
30% of the last transaction within 48 months from the third exercise period of stock options to the date of completion of grant registration
End of day
(2) If some reserved stock options are granted in 2019, the exercise schedule of each period is as follows:
Exercise arrangement exercise validity period exercise proportion
From the first trading day after 12 months from the date of completion of grant registration
50% of the first exercise period of stock options to the last transaction within 24 months from the date of completion of grant registration
End of day
24 months from the date of completion of the grant transaction
50% of the second exercise period of stock options to the last transaction within 36 months from the date of completion of grant registration
End of day
4.2 restricted shares
After 12 months from the date of grant of the restricted shares granted for the first time in the incentive plan, the incentive object can lift the restriction in three phases according to the proportion of 40%, 30% and 30% in the next 36 months.
The arrangement for lifting the restrictions on the sale of restricted shares reserved in the incentive plan is shown in the table below:
(1) If the reserved restricted shares are granted in 2018, the arrangements for lifting the restriction are as follows:
Number of shares to be released proportion of time to be released in the number of restricted shares granted
40% of the first release period after 12 months from the date of listing of reserved and granted restricted shares
From the first trading day to the date on which restricted shares are granted for listing for the first time
Ending on the last trading day within 24 months from
Within 24 months from the date of reserved grant of restricted shares listing
30% from the first trading day of the second release period to the date of listing of restricted shares granted for the first time
Ending on the last trading day within 36 months from
After 36 months from the date of reserved grant of restricted shares listing
30% from the first trading day of the third release period to the date of listing of restricted shares granted for the first time
Ending on the last trading day within 48 months from
(2) If the reserved restricted shares are granted in 2019, the arrangements for lifting the restrictions are as follows:
Number of shares to be released proportion of time to be released in the number of restricted shares granted
After 12 months from the date of listing of reserved and granted restricted shares
50% from the first trading day of the first release period to the date of listing of restricted shares granted for the first time
Ending on the last trading day within 24 months from
Within 24 months from the date of reserved grant of restricted shares listing
50% from the first trading day of the second release period to the date of listing of restricted shares granted for the first time
Ending on the last trading day within 36 months from
5. Conditions for exercise of stock options and conditions for release of restricted shares
(1) 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.
In case of any of the circumstances specified in article (1) above, the stock options granted but not exercised by all incentive objects under the incentive plan shall be cancelled by the company; If one of the circumstances specified in article (2) above occurs to an incentive object, the stock options granted but not exercised by the incentive object according to the incentive plan shall be cancelled by the company.
(3) Company performance assessment requirements
The stock options / restricted stocks granted for the first time in the incentive plan shall be subject to annual performance evaluation and exercise / unlocking in the three fiscal years of the exercise period / release period, so as to meet the performance evaluation objectives as the exercise conditions / unlocking conditions of the incentive object.
1) The annual performance evaluation objectives of stock options / restricted stocks granted for the first time are shown in the table below:
Performance assessment objectives in exercise period / unlocking period
The first exercise period / unlocking period is based on the company’s net profit in 2017, and the net profit growth rate in 2018 shall not be less than 50.00%
The second exercise period / unlocking period is based on the company’s net profit in 2017, and the net profit growth rate in 2019 shall not be less than 100.00%
The third exercise period / unlocking period is based on the company’s net profit in 2017, and the net profit growth rate in 2020 shall not be less than 150.00%
2) The annual performance assessment objectives of the reserved part are as follows:
① If some reserved stock options / restricted shares are granted in 2018, the performance assessment objectives of each year are shown in the table below:
Performance assessment objectives in exercise period / unlocking period
The first exercise period / unlocking period is based on the company’s net profit in 2017, and the net profit growth rate in 2018 shall not be less than 50.00%
The second exercise period / unlocking period is based on the company’s net profit in 2017, and the net profit growth rate in 2019 shall not be less than 100.00%
The third exercise period / unlocking period is based on the company’s net profit in 2017, and the net profit growth rate in 2020 shall not be less than 150.00%
② If some reserved stock options / restricted shares are granted in 2019, the performance assessment objectives of each year are shown in the table below:
Performance assessment objectives during exercise period
The first exercise period / unlocking period is based on the company’s net profit in 2017, and the net profit growth rate in 2019 shall not be less than 100.00%
The second exercise period / unlocking period is based on the company’s net profit in 2017, and the net profit growth rate in 2020 shall not be less than 150.00%
The above “net profit” indicators are calculated based on the net profit attributable to the shareholders of the listed company before the amortization of incentive costs, and the net profit in 2017 is subject to the net profit audited by the accounting firm.
The incentive cost generated by this equity incentive will be disbursed in the management expenses.
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, and the restricted shares shall be repurchased and cancelled by the company.
(4) Personal performance assessment requirements
According to the administrative measures for the implementation and assessment of Hangzhou Anysoft Information Technology Co.Ltd(300571) 2018 stock option and restricted stock incentive plan (hereinafter referred to as the “administrative measures for the implementation and assessment of incentive plan”) formulated by the company, the salary and assessment committee will assess each incentive object
