Securities code: 300571 securities abbreviation: Hangzhou Anysoft Information Technology Co.Ltd(300571) Announcement No.: 2021-181 Hangzhou Anysoft Information Technology Co.Ltd(300571)
Announcement on cancellation of stock options granted by the company’s stock options and restricted stock incentive plan in 2018 and stock options that have expired but have not been exercised
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
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 cancellation of stock options granted by the company’s 2018 stock option and restricted stock incentive plan that have expired but not exercised stock options, As of the expiration of the second exercise period of stock options first granted by the company’s stock option and restricted stock incentive plan in 2018 (hereinafter referred to as “the incentive plan”), the seven incentive objects who met the exercise conditions of stock options first granted by the incentive plan had not exercised in the second exercise period, The number of unexercised stock options that have expired during the exercise period of this part is 217665. As of the expiration date of the first exercise period of the stock options granted in the reserved part of the incentive plan, one incentive object who meets the exercise conditions for the reserved part of the granted stock options has not exercised in the first exercise period, and the number of unexercised stock options expired in this part of the exercise period is 132825. According to the measures for the administration of equity incentive of listed companies and other relevant provisions, the company decides to cancel 350490 stock options that have expired and have not been exercised during the exercise period of the stock options granted by the incentive plan. The relevant matters are described as follows:
1、 Brief description of equity incentive plan
(i) Brief introduction of stock option and restricted stock incentive plan of the company
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 arrangement
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
From the first trading day after 24 months from the date of completion of grant registration
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
5. Exercise conditions of stock options
(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 granted for the first time in the incentive plan shall be subject to annual performance evaluation and exercise in the three fiscal years of the exercise period, so as to meet the performance evaluation objectives as the exercise conditions of the incentive object.
1) The annual performance evaluation objectives of stock options granted for the first time are shown in the table below:
Performance assessment objectives during exercise period
The first exercise period is based on the company’s net profit in 2017, and the net profit growth rate in 2018 is not less than 50.00%
The second exercise 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 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 are granted in 2018, the performance assessment objectives of each year are as follows:
Performance assessment objectives in exercise period / unlocking period
The first exercise 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 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 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 are granted in 2019, the performance assessment objectives of each year are as follows:
Performance assessment objectives during exercise period
The first exercise 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 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.
(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 score the comprehensive assessment of the incentive objects in each assessment year, and determine their exercise / release restriction proportion according to the performance completion rate of the incentive objects, Individual actual exercisable rights in the current year / number of sales restrictions lifted = standard coefficient × The individual plans to exercise / lift the restricted sales quantity in the current year.
If the individual performance appraisal result of the incentive object in the previous year is a / B / C, the incentive object can exercise the rights in batches according to the proportion specified in the incentive plan. If the individual performance appraisal result of the incentive object in the previous year is D, the individual performance appraisal of the incentive object in the previous year is “unqualified”, and the company will cancel the current exercise of the incentive object in accordance with the provisions of this incentive plan, and the option share will be uniformly cancelled by the company.
Level ABCD
Standard coefficient 100% 80% 60% 0%
（2） Relevant approval procedures performed
1. On March 24, 2018, the company held the 19th meeting of the second board of directors and the 15th meeting of the second board of supervisors, deliberated and adopted the
<2018 年股票期权及限制性股票激励计划（草案）>
Summary of the company’s proposal and its
<2018 年股票期权及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 2018 stock option and restricted stock incentive plan, etc. The independent directors of the company expressed independent opinions and publicly solicited voting rights. Beijing Zhonglun law firm issued the legal opinion on Hangzhou Anysoft Information Technology Co.Ltd(300571) 2018 stock option and restricted stock incentive plan (Draft).
2. From March 26, 2018 to April 4, 2018, the company publicized the names and positions of the list of incentive objects to be granted on the company’s intranet. During the publicity period, the board of supervisors of the company did not receive any objection related to the incentive objects to be granted under the incentive plan. On April 5, 2018, the board of supervisors of the company issued the review opinions and publicity statement of the board of supervisors on the incentive objects of the company’s 2018 stock option and restricted stock incentive plan.
3. On April 11, 2018, the first extraordinary general meeting of the company in 2018 deliberated and adopted the
<2018 年股票期权及限制性股票激励计划（草案）>
Summary of the company’s proposal and its
<2018 年股票期权及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 2018 stock option and restricted stock incentive plan, and disclosed the company’s self inspection report on the trading of the company’s shares by insiders of the company’s 2018 stock option and restricted stock incentive plan and incentive objects.
4. On June 8, 2018, the 22nd Meeting of the second board of directors and the 18th meeting of the second board of supervisors held by the company considered and adopted the proposal on granting stock options and restricted stocks to incentive objects for the first time and the proposal on adjusting matters related to the incentive plan of stock options and restricted stocks in 2018, The independent directors of the company expressed their independent opinions, and the board of supervisors of the company verified the list of incentive objects of stock options and restricted stocks granted this time.
5. On June 20, 2018, the company disclosed the announcement on the completion of the registration of the first grant of restricted shares under the 2018 stock option and restricted stock incentive plan and the announcement on the completion of the registration of the first grant of stock options under the 2018 stock option and restricted stock incentive plan. The listing date of the first granted restricted shares was June 22, 2018.
6. On April 10, 2019, the fourth meeting of the third board of directors and the fourth meeting of the third board of supervisors deliberated and adopted the proposal on granting some stock options and restricted shares reserved for the 2018 equity incentive plan to incentive objects. The independent directors of the company have expressed independent opinions on this and believe that
