Securities code: Changying Xinzhi Technology Co.Ltd(002664) securities abbreviation: Changying Xinzhi Technology Co.Ltd(002664) Announcement No.: 2022024
Changying Xinzhi Technology Co.Ltd(002664)
About the incentive objects to the 2022 stock option incentive plan
Announcement of grant of stock options
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:
The grant date of this stock option: March 16, 2022
Number of stock options granted this time: 5.975 million
Changying Xinzhi Technology Co.Ltd(002664) (hereinafter referred to as “the company” and “the company”) held the 18th meeting of the 4th board of directors and the 17th meeting of the 4th board of supervisors on March 16, 2022, deliberated and adopted the proposal on granting stock options to incentive objects. According to the provisions of Changying Xinzhi Technology Co.Ltd(002664) 2022 stock option incentive plan (Draft) (hereinafter referred to as “incentive plan (Draft)”, The conditions for the grant of stock options in this equity incentive plan have been met. The grant date of this stock option is March 16, 2022, and 5.975 million stock options have been granted to 124 incentive objects. Now the relevant matters are announced and explained as follows: I. brief description of the equity incentive plan and the relevant approval procedures that have been performed
(I) brief description of stock option incentive plan
On January 24, 2022, the company held the 17th meeting of the 4th board of directors and the 16th meeting of the 4th board of supervisors, deliberated and adopted the proposal on the company’s 2022 stock option incentive plan (Draft) and its summary and other relevant proposals, which were deliberated and adopted by the shareholders’ meeting on February 14, 2022. On March 16, 2022, the company held the 18th meeting of the 4th board of directors and the 17th meeting of the 4th board of supervisors, deliberated and approved the proposal on adjusting the list of incentive objects and the number of rights and interests granted in the 2022 stock option incentive plan, the proposal on granting stock options to incentive objects and other relevant proposals. The main contents of the stock option incentive plan are as follows:
The incentive tool adopted is stock option.
2. Source of underlying stock: the stock source of this incentive plan is the company’s A-share common stock issued to the incentive object.
3. Number of granted rights and interests: the incentive plan grants a total of 5.975 million rights and interests to incentive objects, accounting for 1.48% of the company’s total share capital of 403.88 million shares at the time of announcement of the incentive plan. This grant is a one-time grant without reserved rights and interests.
4. Exercise price: the exercise price of the stock option granted this time is 11.51 yuan per share.
5. Incentive objects: there are 124 incentive objects involved in the award of the incentive plan, including directors, middle and senior managers and core technology (business) backbones in the company (including consolidated statement subsidiaries, the same below) at the time of announcement of the incentive plan.
6. The validity period of the incentive plan, the sales restriction period and the arrangement for lifting the sales restriction:
(1) Validity period of this incentive plan
The validity period of this incentive plan is from the date of granting stock options to the date when all the stock options granted to the incentive object are exercised or cancelled, and the longest period shall not exceed 48 months.
(2) Waiting period and exercise schedule of the incentive plan
The stock option waiting period of this incentive plan is the period from the date of stock option grant to the date of stock option exercise. The stock options of the incentive plan are exercised in three times, and the corresponding waiting periods are 12 months, 24 months and 36 months respectively. The stock options granted to the incentive object shall not be transferred, used to guarantee or repay debts.
The exercise period of stock options granted under the incentive plan and the exercise schedule of each period are shown in the table below:
After 12 months from the grant date of the incentive plan, the incentive object shall exercise the stock option in three phases in the next 36 months. The exercise period of the option and the exercise schedule of each phase are shown in the table:
Exercise arrangement exercise time exercise proportion
The first exercise period starts from the first trading day 12 months after the date of stock option grant to 50% of the shares
The last trading day within 24 months from the date of grant of the option
The second exercise period starts from the first trading day 24 months after the date of stock option grant to 30% of the shares
The last trading day within 36 months from the date of grant of the option
The third exercise period starts from the first trading day 36 months after the date of stock option grant to 20% of the shares
The last trading day within 48 months from the date of grant of the option
The stock options granted by this incentive plan will be assessed once in three fiscal years from 2022 to 2024. Taking 2021 as the performance base, the net profit growth rate attributable to the shareholders of the listed company after deducting non recurring profits and losses of the fixed performance base in each assessment year is assessed. The exercise batch and exercise proportion corresponding to the assessment objectives of each year are arranged as follows:
Performance assessment objectives during the exercise period
The first vesting period is based on the performance in 2021, and the net profit growth rate in 2022 shall not be less than 10%
The second vesting period is based on the performance in 2021, and the net profit growth rate in 2023 shall not be less than 20%
The third vesting period is based on the performance in 2021, and the net profit growth rate in 2024 shall not be less than 30%
Note: the above “net profit” is subject to the consolidated statement audited by the accounting firm. “Net profit” refers to the net profit attributable to the shareholders of the listed company after deducting non recurring profits and losses, and the data of share based payment expenses generated by all equity incentive plans and employee stock ownership plans within the validity period of the company and its subsidiaries are excluded as the calculation basis.
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) Performance appraisal requirements at individual level
The individual level performance evaluation of incentive objects shall be organized and implemented in accordance with the management measures for the implementation and evaluation of 2022 stock option incentive plan formulated by the company and the relevant provisions of the company’s current salary and evaluation. The human resources center will be responsible for scoring the comprehensive evaluation of the incentive object in each evaluation year. The salary committee is responsible for reviewing the implementation process and results of the company’s performance evaluation, and determining the exercise proportion of the incentive object according to the review results.
The performance evaluation results of incentive objects are divided into four grades: excellent (a), good (b), qualified (c) and unqualified (d). Among them, a / B / C is the assessment qualified file, D is the assessment unqualified file, and the incentive object can exercise the right only after the individual performance assessment is “qualified”. The corresponding standard coefficients of each evaluation result are as follows:
Evaluation result s ≥ 90 s ≥ 80 s ≥ 60 s 60
Evaluation criteria a (excellent) B (good) C (qualified) d (unqualified)
Standard coefficient 100% 100% 80% 0%
Only on the premise that the performance appraisal of the previous year is qualified, the incentive object can apply for the corresponding proportion of stock options in the current period according to the provisions of the incentive plan. The actual exercise amount of the incentive object in the current year = the planned exercise amount of the individual in the current year the standard coefficient at the individual level.
If the individual performance evaluation result is C (qualified) or above, the incentive object shall exercise the right according to the proportion specified in the incentive plan. On the contrary, if the individual performance evaluation result is d (unqualified), the current exercisable share of the stock option granted to the incentive object shall be cancelled by the company.
(II) relevant approval procedures for stock option incentive plan
1. The proposal on the incentive plan of the company and the summary of the fourth session of the board of directors on the implementation of the company’s stock option plan in 2022 were reviewed and adopted at the 16th session of the board of directors on February 24, 2022 Proposal on requesting the general meeting of shareholders of the company to authorize the board of directors to handle matters related to the company’s 2022 stock option incentive plan and other relevant proposals. The independent directors of the company have expressed independent opinions on matters related to the equity incentive plan of the company.
2. From January 25, 2022 to February 7, 2022, the company publicized the names and positions of the incentive objects on the internal bulletin board of the company. During the publicity period, the board of supervisors of the company did not receive any objection related to the proposed incentive objects of the incentive plan. On February 8, 2022, the board of supervisors of the company issued the statement of the board of supervisors on the review opinions and publicity of the list of incentive objects in the 2022 stock option incentive plan.
3. On January 27, 2022, the company disclosed the self inspection report of the incentive object and insider of the incentive plan on the purchase and sale of the company’s shares within 6 months before the disclosure of the incentive plan.
4. On February 14, 2022, the company held the first extraordinary general meeting of shareholders in 2022, deliberated and approved the proposal on the company’s 2022 stock option incentive plan (Draft) and its summary, the proposal on the measures for the implementation and assessment of the company’s 2022 stock option incentive plan, the proposal on submitting the company’s general meeting of shareholders to authorize the board of directors to handle matters related to the company’s 2022 stock option incentive plan, and other relevant proposals, Authorize the board of directors to fully handle matters related to the incentive plan within the scope permitted by laws and regulations.
5. On March 16, 2022, the company held the 18th meeting of the 4th board of directors and the 17th meeting of the 4th board of supervisors, deliberated and approved the proposal on adjusting the list of incentive objects and the number of rights and interests granted under the 2022 stock option incentive plan, the proposal on granting stock options to incentive objects and other relevant proposals. The independent directors of the company have expressed independent opinions on the matters related to the grant of stock options involved in the incentive plan, and believe that the grant conditions specified in the incentive plan have been met, the subject qualification of the granted incentive object is legal and effective, and the determined grant date meets the relevant provisions. The independent financial adviser and legal adviser hired by the company gave professional opinions on the granting of stock options to incentive objects.
2、 Description of the purchase and sale of the company’s shares by the directors and senior managers participating in the incentive six months before the grant date
After verification, the directors and senior managers participating in the incentive plan have not bought or sold the company’s shares within 6 months before the grant date.
3、 Description of the differences between the equity incentive plan implemented this time and the disclosed equity incentive plan
In view of the fact that the incentive object pan Linshun no longer meets the qualification of the incentive object of this incentive plan due to his resignation, the company will withdraw a total of 30000 stock options to be granted to him. In 2022, the total number of stock option incentive objects granted by the stock option incentive plan was adjusted from 125 to 124, and the number of stock options granted was adjusted from 6.055 million to 5.975 million. In addition, the relevant contents of this grant are consistent with the scheme deliberated and adopted by the first extraordinary general meeting of shareholders in 2022.
4、 Description of grant conditions and achievements of stock options
Incentive objects can only be granted stock options if they meet the following conditions at the same time:
(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. Equity incentive is not allowed according to 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.
To sum up, after careful verification, the board of directors of the company 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, and agrees to grant 5.975 million stock options to 124 incentive objects.
5、 Grant of stock options
1. Grant date of stock option: March 16, 2022
2. Objects and quantity of stock options granted:
Name: the share options granted by the position account for the share period to be granted, accounting for the announcement of this incentive plan
Quantity (10000 shares) proportion of total rights proportion of total daily share capital
Xu Zhenghui, director and general manager 20 3.35% 0.05%
Li Haiqiang, director and deputy general manager 16 2.68% 0.04%
Chen Shihai, deputy general manager and board of directors 16
