Securities code: 300766 securities abbreviation: Merit Interactive Co.Ltd(300766) Announcement No.: 2022-003 Merit Interactive Co.Ltd(300766)
Announcement on granting reserved restricted shares to incentive objects
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. Important content tips:
Reserved restricted stock grant date: December 31, 2021
Number of reserved restricted shares granted: 990000 shares
Equity incentive method: the second type of restricted stock
Merit Interactive Co.Ltd(300766) (hereinafter referred to as "the company") has achieved the reserved grant conditions of Restricted Shares specified in the restricted stock incentive plan in 2021. According to the authorization of the company's first extraordinary general meeting in 2021, the company held the 26th meeting of the second board of directors and the 22nd Meeting of the second board of supervisors on December 30, 2021, The proposal on granting reserved restricted shares to incentive objects was reviewed and approved, and December 31, 2021 was determined as the reserved grant date. It was agreed to grant 742500 restricted shares to incentive objects at the grant price of 15.50 yuan / share and 247500 restricted shares to incentive objects at the grant price of 7.83 yuan / share. A total of 50 incentive objects were granted this time, with a total of 990000 shares granted. The details are as follows:
1、 Brief description of incentive plan and relevant approval procedures performed
(i) Brief description of this equity incentive plan
1. The incentive tool adopted in this incentive plan is restricted stock (the second type of restricted stock);
2. The subject stock involved in this incentive plan comes from the shares repurchased by the company and the company's directional issuance of A-Shares of common stock to the incentive object;
3. The total number of incentive objects involved in the incentive plan for the first time is 133, including middle-level managers and core technical (business) backbone. The list and distribution of incentive objects are as follows:
The total number of restricted shares granted accounted for (10000 shares) (10000 shares) (10000 shares) of the total number of shares granted on the announcement date
Middle management, core technology 297.0099.00396.0080.00% 0.99% (business) backbone (133 persons)
Reserved 74.2524.7599.0020.00% 0.25%
Total 371.25123.75495.00100.00% 1.24%
Note: 1. The shares of the company granted by any of the above incentive objects through all effective equity incentive plans do not exceed 1% of the total share capital of the company at the time of announcement of the draft incentive plan. The total number of subject shares involved in all effective incentive plans of the company shall not exceed 20% of the total share capital of the company at the time of announcement of the draft incentive plan.
2. The incentive objects to be granted in the incentive plan do not include: ① independent directors and supervisors, ② shareholders who individually or jointly hold more than 5% of the shares of the listed company, actual controllers of the listed company and their spouses, parents and children.
3. If the total number in the above table is inconsistent with the mantissa of the sum of the sub item values, it is caused by rounding.
4. The grant price of restricted shares granted for the first time in the incentive plan is 15.51 yuan / share (99% of the average trading price of the company's shares 20 trading days before the announcement of the draft incentive plan) and 7.84 yuan / share (50% of the average trading price of the company's shares 20 trading days before the announcement of the draft incentive plan). 5. Vesting arrangement: the restricted shares granted by the incentive plan will be vested in several times according to the agreed proportion after the incentive object meets the corresponding vesting conditions, and the vesting date must be the trading day within the validity period of the incentive plan.
The vesting period and vesting arrangement of restricted shares granted for the first time in the incentive plan are as follows:
The proportion of the number of vested interests in the total granted interests at the time of ownership arrangement
The first vesting period is from the first trading day 12 months after the grant date to 30% of the grant date
Ending on the last trading day within 24 months from
The second vesting period is from the first trading day 24 months after the grant date to 40% of the grant date
Ending on the last trading day within 36 months from
The third vesting period starts from the first trading day 36 months after the grant date to 30% of the grant date
Ending on the last trading day within 48 months from
If some reserved restricted shares are granted in 2021, the vesting period and vesting arrangement of each year shall be consistent with the first grant arrangement; If some reserved restricted shares are granted in 2022, the vesting period and vesting arrangement of each year are shown in the table below:
Proportion of the number of vested rights and interests to the total amount of rights and interests granted at the time of ownership arrangement
The first vesting period is from the first trading day after 12 months from the grant date to 2450% from the grant date
Ending on the last trading day of the month
The second vesting period is from the first trading day after 24 months from the grant date to 3650% from the grant date
Ending on the last trading day of the month
4. Vesting conditions of restricted shares
(1) Company performance assessment requirements
The assessment year of the first part of the incentive plan is three fiscal years from 2021 to 2023, one assessment in each fiscal year, with the achievement of performance assessment objectives as the attribution condition. The annual performance assessment objectives of the vesting period of restricted shares granted for the first time are shown in the table below:
Ownership arrangement performance assessment objectives
The company shall meet one of the following two conditions:
The first attribution period 1. Based on the net profit in 2020, the net profit growth rate in 2021 shall not be less than 20%;
2. Based on the operating revenue in 2020, the growth rate of operating revenue in 2021 shall not be less than 20%.
The company shall meet one of the following two conditions:
The second attribution period 1. Based on the net profit in 2020, the net profit growth rate in 2022 shall not be less than 40%;
2. Based on the operating revenue in 2020, the growth rate of operating revenue in 2022 shall not be less than 40%.
The company shall meet one of the following two conditions:
The third attribution period 1. Based on the net profit in 2020, the net profit growth rate in 2023 shall not be less than 60%;
2. Based on the operating income in 2020, the growth rate of operating income in 2023 shall not be less than 60%.
Note: 1. The net profit is calculated based on the net profit attributable to the shareholders of the listed company after excluding the impact of share based payment expenses;
2. "Operating income" shall be subject to the operating income in the consolidated statements of the company.
If some reserved restricted shares are granted in 2021, the performance assessment objectives of each year are the same as those of the first grant assessment; If some reserved restricted shares are granted in 2022, the performance assessment objectives of each year are as follows:
Ownership arrangement performance assessment objectives
The company shall meet one of the following two conditions:
The first attribution period 1. Based on the net profit in 2020, the net profit growth rate in 2022 shall not be less than 40%;
2. Based on the operating revenue in 2020, the growth rate of operating revenue in 2022 shall not be less than 40%.
The company shall meet one of the following two conditions:
The second attribution period 1. Based on the net profit in 2020, the net profit growth rate in 2023 shall not be less than 60%;
2. Based on the operating income in 2020, the growth rate of operating income in 2023 shall not be less than 60%.
Note: 1. The net profit is calculated based on the net profit attributable to the shareholders of the listed company after excluding the impact of share based payment expenses;
2. "Operating income" shall be subject to the operating income in the consolidated statements of the company. (2) Performance assessment requirements at the individual level of incentive objects
The management measures for the implementation and evaluation of Merit Interactive Co.Ltd(300766) 2021 restricted stock incentive plan formulated by the company is divided into four grades A, B, C and d according to the individual performance evaluation results.
Individual level standard coefficient of assessment results
A
100%
B
C50%
D0%
If the annual company level performance assessment meets the standard, the number of restricted shares actually owned by the incentive object in the current year = the standard coefficient at the individual level × The number of individuals who plan to belong in the current year.
If the restricted shares that the incentive object plans to belong to in the current period cannot be attributed or cannot be fully attributed due to assessment reasons, they shall be invalid and shall not be deferred to future years.
（2） Relevant procedures to be performed
On February 9, 2021, the company held the 20th meeting of the second board of directors and the 18th meeting of the second board of supervisors, reviewed and adopted the
<2021 年限制性股票激励计划（草案）>
And its abstract
<2021 年限制性股票激励计划实施考核管理办法>
The independent directors of the company expressed independent opinions on relevant matters considered at the 20th meeting of the second board of directors, and the board of supervisors reviewed the list of incentive objects granted restricted shares for the first time.
From February 10, 2021 to February 19, 2021, the company publicized the names and positions of the incentive objects to be granted in the company. During the publicity period, the board of supervisors of the company did not receive any objection related to the incentive objects granted for the first time in the incentive plan. On February 19, 2021, the board of supervisors of the company issued the review opinions and publicity statement of the board of supervisors on the list of some incentive objects first granted by the company's restricted stock incentive plan in 2021.
On February 25, 2021, the company held the first extraordinary general meeting of shareholders in 2021 and deliberated and adopted the
<2021 年限制性股票激励计划（草案）>
And its abstract
<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 equity incentive, and disclosed the self inspection report on the trading of shares of the company by insiders and incentive objects of the restricted stock incentive plan in 2021.
On April 23, 2021, the company held the 21st Meeting of the second board of directors and the 19th meeting of the second board of supervisors, deliberated and adopted the proposal on adjusting matters related to the incentive plan of restricted shares in 2021 and the proposal on granting restricted shares to incentive objects for the first time, and determined April 23, 2021 as the first grant date, 3.96 million restricted shares were granted to 133 incentive objects. The independent directors of the company expressed independent opinions on relevant matters considered at the 21st Meeting of the second board of directors, and the board of supervisors reviewed the list of incentive objects granted restricted shares for the first time.
On December 30, 2021, the company held the 26th meeting of the second board of directors and the 22nd Meeting of the second board of supervisors, deliberated and adopted the proposal on granting reserved restricted shares to incentive objects, determined December 31, 2021 as the reserved grant date, and granted 990000 restricted shares to 50 incentive objects. The independent directors of the company expressed independent opinions on the granting of reserved restricted shares to incentive objects, and the board of supervisors reviewed the list of incentive objects reserved for granting restricted shares.
2、 The conditions for granting and reserving the incentive plan and the description of the board of directors on meeting the conditions for granting the reserved incentive plan
According to the measures for the administration of equity incentive of listed companies (hereinafter referred to as the "measures") and the company's restricted stock incentive plan in 2021（
