Securities code: Beijing Hezong Science&Technology Co.Ltd(300477) securities abbreviation: Beijing Hezong Science&Technology Co.Ltd(300477) Announcement No.: 2022036
Beijing Hezong Science&Technology Co.Ltd(300477)
Announcement on the first granting of restricted shares to the incentive objects of the restricted stock incentive plan in 2022
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:
1. First grant date of restricted shares: March 21, 2022
2. Equity incentive method: the second type of restricted stock
3. Number of restricted shares granted for the first time: 21.43 million shares
4. Initial grant price of restricted stock: 6.26 yuan / share
5. Number of restricted shares granted for the first time: 134
Beijing Hezong Science&Technology Co.Ltd(300477) (hereinafter referred to as “the company” and ” Beijing Hezong Science&Technology Co.Ltd(300477) “) the conditions for the first grant of restricted shares stipulated in the restricted stock incentive plan in 2022 have been fulfilled. According to the authorization of the third extraordinary general meeting of shareholders in 2022, the company held the third meeting of the sixth board of directors and the third meeting of the sixth board of supervisors on March 21, 2022, The proposal on the first granting of restricted shares to the incentive objects of the restricted stock incentive plan in 2022 was reviewed and approved. It was determined that the first granting date of restricted shares was March 21, 2022, and 21.43 million shares of restricted shares were granted to 134 incentive objects at a grant price of 6.26 yuan / share. The relevant matters are explained as follows:
1、 Overview of the incentive plan
On March 17, 2022, the company held the third extraordinary general meeting of shareholders in 2022, deliberated and approved the proposal on Beijing Hezong Science&Technology Co.Ltd(300477) 2022 restricted stock incentive plan (Draft) and its summary, the main contents of which are as follows:
1. Incentive tools: the incentive tools adopted in this incentive plan are the second type of restricted stocks.
2. Stock source: the source of the underlying stock to be granted to the incentive object in this incentive plan is the company’s directional issuance of A-share common shares to the incentive object.
3. Number of restricted shares: the number of restricted shares to be granted to the incentive object in this incentive plan is
25 million ordinary shares, accounting for about 2.32% of the total share capital of 107712756700 shares on the announcement date of the draft incentive plan. Among them, 21.43 million restricted shares were granted for the first time, accounting for about 1.99% of the total share capital of the company on the announcement date of the draft incentive plan and 85.72% of the total restricted shares granted this time. 3.57 million restricted shares are reserved for grant, accounting for about 0.33% of the total share capital of the company on the announcement date of the draft incentive plan and about 14.28% of the total restricted shares granted this time.
4. Incentive objects: there are 134 incentive objects granted for the first time in this incentive plan, including directors, senior managers, managers of the company and its subsidiaries Backbone of core business (Technology) and other incentive objects deemed necessary by the board of directors (excluding independent directors and supervisors of the company, as well as shareholders or actual controllers holding more than 5% of shares alone or in total and their spouses, parents, children and foreign employees).
The distribution of restricted shares granted by the incentive plan among incentive objects is shown in the table below:
Share of grant restrictions
The proportion of restricted shares granted to the total number of shares with names, nationalities and positions
Number of tickets (10000 copies)
example
Director and Deputy General Manager
Zhang Shu China 15.00 0.60% 0.01%
Manager and Secretary of the board of directors
Zhang Xiaoyi, director and chief financial officer of China 15.00 0.60% 0.01%
Zhang yinkun, deputy general manager of China 20.00 0.80% 0.02%
The management personnel of the company and its subsidiaries, the backbone of core business (Technology) and the board of directors consider it necessary to
2,093.00 83.72% 1.94%
Other incentive objects to be encouraged (131)
(person)
Reserved part 357.00 14.28% 0.33%
Total 250000 100.00% 2.32%
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. The total number of underlying shares involved in all equity incentive plans of the company within the validity period shall not exceed 20% of the total share capital of the company.
(2) The incentive objects involved in this incentive plan do not include independent directors, supervisors, shareholders or actual controllers who individually or jointly hold more than 5% of the shares of the company, their spouses, parents, children and foreign employees.
(3) The incentive objects of the reserved part shall be determined within 12 months after the incentive plan is considered and approved by the general meeting of shareholders. After the proposal of the board of directors, the explicit opinions of the independent directors and the board of supervisors, the professional opinions of lawyers and the legal opinions are issued, the company shall timely and accurately disclose the relevant information of the incentive objects on the designated website as required. If the incentive object is not specified beyond the above period, the reserved rights and interests shall become invalid. The criteria for determining the incentive object of the reserved grant part shall be determined with reference to the criteria for the first grant.
(4) In the above table, if the sum of the total and each detailed number is slightly different in the mantissa, it is caused by rounding.
5. Initial grant price of restricted shares: the grant price of some restricted shares granted for the first time in this incentive plan is 6.26 yuan / share.
6. The validity period and ownership arrangement of the incentive plan:
The validity period of the current restricted stock incentive plan shall be no more than 60 months from the date of the first grant of restricted shares to the date when all the restricted shares granted to the incentive object are vested or invalid.
The restricted shares granted by this 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, and the acquired restricted shares shall not be vested in the following periods: (1) if the announcement date of the regular report is delayed within 30 days before the announcement of the company’s annual report and semi annual report due to special reasons, it shall be calculated from 30 days before the original scheduled announcement date to 1 day before the announcement;
(2) Within 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 the stock exchange.
The above “major events” are transactions or other major events that the company should disclose in accordance with the Shenzhen Stock Exchange GEM Listing Rules (hereinafter referred to as the “Listing Rules”).
The ownership proportion of each batch of restricted shares granted for the first time by the incentive plan is as follows:
Ownership arrangement ownership time ownership proportion
From the first trading day after 12 months from the date of the first grant
40% of the last transaction within 24 months from the first vesting period to the date of the first grant
End of the day
From the first trading day after 24 months from the date of the first grant to
30% on the last trading day within 36 months from the date of first grant of the second vesting period
stop
From the first trading day after 36 months from the date of the first grant to
30% on the last trading day within 48 months from the date of the first grant of the third vesting period
stop
During the above agreed period, the restricted shares that have not been fulfilled due to the attribution conditions shall not be attributed or deferred to the next year, and shall be invalidated by the company in accordance with the provisions of this incentive plan.
The restricted shares granted to the incentive object under this incentive plan shall not be transferred, used to guarantee or repay debts before vesting. The restricted shares granted to the incentive object but not yet vested, the shares obtained due to the conversion of capital reserve into share capital, stock dividend and stock subdivision, are subject to the vesting conditions at the same time, and shall not be sold in the secondary market or transferred in other ways before vesting. If the restricted shares cannot be vested at that time, the shares obtained for the above reasons shall also not be vested.
7. Performance assessment requirements for restricted stocks:
This restricted stock appraisal index is divided into two levels: company level performance appraisal and individual level performance appraisal.
(1) Company level performance assessment requirements:
The vesting assessment year of class II restricted shares granted for the first time in the incentive plan is three fiscal years from 2022 to 2024, and one assessment is made in each fiscal year.
The annual performance assessment objectives of class II restricted shares granted for the first time in the incentive plan are shown in the table below:
Assign the company’s performance assessment objectives
In the first vesting period granted for the first time, the value of operating revenue in 2022 shall not be less than 2.8 billion yuan
In the second vesting period of 20222023, the cumulative operating income value shall not be less than 6.45 billion yuan
In the third vesting period of restricted shares, the cumulative operating income value from 2022 to 2024 shall not be less than 11.2 billion yuan
ticket
Note: ① the above “operating income” is calculated based on the data contained in the consolidated statements audited by an accounting firm with securities and futures qualification engaged by the company;
② The performance commitment of the above-mentioned investors does not constitute a restrictive condition for the ownership of the company’s performance.
During the vesting period, the company shall handle the registration of stock vesting for the incentive objects that meet the vesting conditions. If the current performance level of the company fails to meet the performance assessment target conditions in each attribution period, all the restricted stocks that can be attributed to all incentive objects in the corresponding assessment year will be cancelled and invalidated.
(2) Performance appraisal requirements of incentive objects at individual level:
According to the assessment methods formulated by the company, the individual performance assessment results are divided into four grades: A, B, C and D. the corresponding assessment results are as follows:
Assessment grade A B C D
Personal attribution coefficient 100% 90% 80% 0
If the annual performance assessment at the company level meets the standard, the actual ownership amount of the incentive object in the current year = the ownership proportion at the individual level × The amount of personal plan 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, the restricted shares that cannot be attributed will become invalid and cannot be deferred to the next year.
8. Financial arrangements for incentive objects to subscribe for restricted shares and pay individual income tax
The funds for the incentive object to subscribe for restricted shares and pay personal income tax are all self raised. The company promises not to provide loans and other forms of financial assistance for the incentive object to obtain relevant restricted shares in accordance with the incentive plan, including providing guarantee for its loans. The company will withhold and remit the individual income tax and other taxes payable by the incentive object in accordance with the provisions of national tax laws and regulations.
2、 Relevant approval procedures have been performed for this incentive plan
1. On March 1, 2022, the company held the second meeting of the sixth board of directors, which deliberated and adopted the proposal on Beijing Hezong Science&Technology Co.Ltd(300477) 2022 restricted stock incentive plan (Draft) and its summary, the proposal on Beijing Hezong Science&Technology Co.Ltd(300477) 2022 restricted stock incentive plan implementation assessment management measures “, and the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s 2022 restricted stock incentive plan, The independent directors of the company expressed their independent opinions and solicited the entrusted voting rights from all shareholders on the equity incentive plan; The law firm has issued corresponding legal opinions. On the same day, the company held the second meeting of the sixth board of supervisors, which deliberated and adopted the proposal on Beijing Hezong Science&Technology Co.Ltd(300477) 2022 restricted stock incentive plan (Draft) and its summary, the proposal on Beijing Hezong Science&Technology Co.Ltd(300477) 2022 restricted stock incentive plan implementation assessment management measures “and the proposal on verifying the list of incentive objects of the company’s 2022 restricted stock incentive plan. 2. From March 2, 2022 to March 11, 2022, the company publicized the list and positions of the incentive objects to be granted in the incentive plan in the internal OA office system. During the publicity period, the board of supervisors of the company did not receive any objection to the list of proposed incentive objects. On March 11, 2022, the company disclosed the verification 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 2022 on cninfo.com.
3. On March 17, 2022, the company held the third extraordinary general meeting of shareholders in 2022, deliberated and approved the proposal on Beijing Hezong Science&Technology Co.Ltd(300477) 2022 restricted stock incentive plan (Draft) and its summary, and the examination on the implementation of Beijing Hezong Science&Technology Co.Ltd(300477) 2022 restricted stock incentive plan
