Securities code: Hangzhou Chang Chuan Technology Co.Ltd(300604) securities abbreviation: Hangzhou Chang Chuan Technology Co.Ltd(300604) Announcement No.: 2022 – [] Hangzhou Chang Chuan Technology Co.Ltd(300604)
Announcement on granting restricted shares to incentive objects for the first time
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:
First grant date of restricted shares: March 11, 2022
Number of restricted shares granted for the first time: 4.2 million shares
Initial grant price of restricted stock: 25.17 yuan / share
Equity incentive method: the second type of restricted stock
Hangzhou Chang Chuan Technology Co.Ltd(300604) (hereinafter referred to as “the company”) has fulfilled the conditions for the first grant of Restricted Shares specified in the restricted stock incentive plan in 2022. According to the authorization of the company’s first extraordinary general meeting in 2022, the company held the sixth meeting of the third board of directors and the sixth meeting of the third board of supervisors on March 11, 2022, The proposal on granting restricted shares to incentive objects for the first time was deliberated and passed. It was determined that the first granting date of restricted shares was March 11, 2022, and 4.2 million restricted shares were granted for the first time, with the granting price of 25.17 yuan / share. The relevant matters are explained as follows:
1、 Brief introduction of incentive plan
(I) incentive tools: Class II restricted stocks.
(II) source of underlying stock
The subject stock involved in the company’s 2022 restricted stock incentive plan (hereinafter referred to as “this incentive plan” and “this incentive plan”) comes from the company’s directional issuance of A-share common stock to the incentive object.
(III) grant price: the grant price of restricted shares granted for the first time in this incentive plan is 25.17 yuan / share.
(IV) incentive objects and distribution:
The total number of incentive objects granted by the incentive plan for the first time is 156, including the core personnel who worked in the company (including holding subsidiaries and branches, the same below) when the company announced the incentive plan.
The distribution of restricted shares granted by the incentive plan among incentive objects is shown in the table below:
Proportion of restricted shares granted to personnel in the proportion of restricted shares granted to the current total number of shares (10000 shares)
Core staff (156 persons) 420 80.77% 0.69%
Reserved part 100 19.23% 0.17%
Total 520100.00% 0.86%
Note: 1. The shares of the company granted by any of the above incentive objects through all the equity incentive plans within the validity period do not exceed 1% of the total share capital of the company. The total number of underlying shares involved in the incentive plan within the whole validity period of the company shall not exceed 20% of the total share capital of the company when the equity incentive plan is submitted to the general meeting of shareholders for deliberation.
2. 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.
(V) ownership arrangement of the incentive plan
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. The vesting date must be the trading day. The restricted shares obtained by directors and senior managers shall not be vested in the following periods:
1. 30 days before the announcement of the company’s annual report and semi annual report, if the announcement date of the periodic report is delayed due to special reasons, it shall be calculated from 30 days before the original scheduled announcement date to 1 day before the announcement;
2. 10 days before the announcement of the company’s quarterly report, performance forecast and performance express;
3. From the date of major events that may have a great impact on the trading price of the company’s shares and their derivatives or the date of entering the decision-making process to the date of disclosure according to law;
4. Other periods prescribed by the CSRC and Shenzhen Stock Exchange.
The ownership proportion of each batch of restricted shares granted for the first time in the incentive plan is shown in the table below:
Ownership arrangement ownership time ownership proportion
The restrictive nature of the first grant is from the first trading day after 12 months from the date of the first grant to 30% of the first grant
The last trading day within 24 months from the date of the first vesting period
The restriction of the first grant is from the first trading day after 24 months from the date of the first grant to 30% of the first grant
The last trading day within 36 months from the date of the second vesting period
The restrictive nature of the first grant is from the first trading day after 36 months from the date of the first grant to 40% of the first grant
The last trading day within 48 months from the date of the third vesting period
If the reserved part is granted in 2022, the ownership proportion of each batch of restricted shares of the reserved part is arranged as follows:
Ownership arrangement ownership time ownership proportion
The restrictive nature of reserved grant is from the first trading day after 12 months from the date of reserved grant to 30% of reserved grant
The reserved grant is restricted from the first trading day after 24 months from the date of the first vesting period to the last trading day within 24 months from the date of the reserved grant
30% on the last trading day within 36 months from the date of the second vesting period
The restrictive nature of the reserved grant is from the first trading day after 36 months from the date of the reserved grant to 40% of the reserved grant
The last trading day within 48 months from the date of the third vesting period
If the reserved part is granted in 2023, the ownership proportion of each batch of restricted shares of the reserved part is arranged as follows:
Ownership arrangement ownership time ownership proportion
The restrictive nature of the reserved grant is from the first trading day after 12 months from the date of the reserved grant to 50% of the reserved grant
The last trading day within 24 months from the date of the first vesting period
The restrictive nature of reserved grant is from the first trading day after 24 months from the date of reserved grant to 50% of reserved grant
The last trading day within 36 months from the date of the second vesting period
Restricted shares that have not been vested within the above agreed period or that cannot be applied for vesting due to failure to meet the vesting conditions shall not be vested, invalid and invalid.
The restricted shares granted to the incentive object but not yet vested, the increased shares due to the conversion of capital reserve into share capital, share distribution and other circumstances, are subject to the vesting conditions at the same time, and shall not be transferred, used for guarantee or debt repayment before vesting. If the restricted shares cannot be vested at that time, the shares obtained due to the above reasons shall not be vested and shall be invalid.
(VI) vesting conditions of restricted shares in the incentive plan
The restricted shares granted to the incentive object shall meet the following vesting conditions at the same time before the vesting can be handled in batches:
1. None of the following circumstances has occurred in the company:
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 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 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.
In case of any of the circumstances specified in Article 1 above, the ownership of restricted shares granted to all incentive objects but not yet vested under the incentive plan shall be cancelled and invalid; If one of the circumstances specified in Article 2 above occurs to an incentive object, the restricted shares granted to the incentive object but not yet vested shall be cancelled and invalidated.
3. The incentive object meets the requirements of tenure in each attribution period
Before the vesting of each batch of restricted shares granted to incentive objects, they must meet the term of office of more than 12 months.
4. Meet the performance assessment requirements at the company level
The appraisal year of the restricted shares granted for the first time in the incentive plan is three fiscal years from 2022 to 2024, and the appraisal is conducted once in each fiscal year.
Performance assessment objectives in the attribution period
The first restricted grant is based on the operating revenue in 2021, and the growth rate of operating revenue in 2022 shall not be less than 25%; First vesting period of stock
The first restricted grant is based on the operating revenue in 2021, and the growth rate of operating revenue in 2023 shall not be less than 56%; Second vesting period of stock
The first restricted grant is based on the operating revenue in 2021, and the growth rate of operating revenue in 2024 shall not be less than 95%. The third vesting period of stock
Note: the above “operating income” is calculated based on the data contained in the audited consolidated statements.
If the reserved restricted shares are granted in 2022, the performance evaluation objectives of the reserved part are consistent with
Performance assessment objectives in the attribution period
The restrictive of reserved grant is based on the operating revenue in 2021, and the growth rate of operating revenue in 2023 shall not be less than 56%; First vesting period of stock
The restrictive of reserved grant is based on the operating revenue in 2021, and the growth rate of operating revenue in 2024 is not less than 95%. Second vesting period of stock
If the company fails to meet the above performance assessment objectives, the restricted shares of all incentive objects planned to be vested in the current year shall not be vested or deferred to the next period, and shall be invalid.
5. Performance assessment requirements at individual level
The individual level performance appraisal of all incentive objects shall be organized and implemented in accordance with the relevant provisions of the company’s current salary and appraisal. The performance appraisal results of incentive objects are divided into four grades: excellent, good, qualified and unqualified. At that time, the actual number of shares of incentive objects shall be determined according to the corresponding individual level ownership proportion in the following appraisal rating table:
The assessment results are excellent, good, qualified and unqualified
Personal ownership ratio 100% 80% 60% 0%
If the company level performance assessment meets the standard, the number of restricted shares actually owned by the incentive object in the current year = the number of shares planned to be owned by the individual in the current year × Personal ownership ratio.
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 will be invalid and cannot be deferred to future years.
2、 Decision making procedures and information disclosure performed
1. On January 21, 2022, the company held the fourth meeting of the third board of directors, which deliberated and adopted the proposal on the company’s restricted stock incentive plan in 2022 (Draft) and its summary The independent directors of the company expressed their independent opinions on whether the equity incentive plan is conducive to the sustainable development of the company and whether there is any damage to the interests of the company and all shareholders.
2. On January 21, 2022, the company held the fourth meeting of the third board of supervisors, which deliberated and adopted the proposal on the company’s restricted stock incentive plan in 2022 (Draft) and its summary The proposal on the management measures for the implementation and assessment of the company’s restricted stock incentive plan in 2022 and the proposal on verifying the list of some incentive objects granted by the restricted stock incentive plan in Hangzhou Chang Chuan Technology Co.Ltd(300604) 2022 for the first time.
3. From January 22, 2022 to January 31, 2022, the company publicized the names and positions of the list of incentive objects to be granted for the first time in the company. During the publicity period, the board of supervisors of the company did not receive any objection related to the incentive objects proposed in the incentive plan. On February 7, 2022, the board of supervisors of the company issued the verification opinions and publicity statement of the board of supervisors on the list of some incentive objects granted by the company’s restricted stock incentive plan for the first time in 2022.
4. On February 8, 2022, the first extraordinary general meeting of the company in 2022 deliberated and adopted the proposal on the company’s restricted stock incentive plan in 2022 (Draft) and its summary The proposal on the management measures for the implementation and assessment of the company’s restricted stock incentive plan in 2022 and the proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive were put forward in 2022
