Securities code: Shenzhen Topband Co.Ltd(002139) securities abbreviation: Shenzhen Topband Co.Ltd(002139) Announcement No.: 2021 Shenzhen Topband Co.Ltd(002139)
About the third period of stock option incentive plan in 2018
Announcement of compliance with exercise conditions and Exercisability
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.
Shenzhen Topband Co.Ltd(002139) (hereinafter referred to as "the company") held the 21st Meeting of the 7th board of directors at 14:30 p.m. on March 18, 2022, deliberated and adopted the proposal on meeting the exercise conditions and feasibility of the third exercise period of 2018 stock option incentive plan. The relevant contents are hereby announced as follows:
1、 Brief introduction to 2018 stock option incentive plan
1. On October 26, 2018, the company held the 7th Meeting of the 6th board of directors, deliberated and approved the proposal on the company's 2018 stock option incentive plan (Draft) and its summary, the proposal on the measures for the implementation and assessment of the company's 2018 stock option incentive plan, and the proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to the 2018 stock option incentive plan, The company agreed to grant 43 million stock options to 688 incentive objects. The board of supervisors of the company reviewed the list of incentive objects, independent directors expressed independent opinions on it, and lawyers issued legal opinions.
2. On October 30, 2018, the company publicized the names and positions of the list of incentive objects of the equity incentive plan in the company's internal OA office system from October 30, 2018 to November 9, 2018. During the publicity period, no organization or individual raised any objection to the list of incentive objects. On November 10, 2018, the company disclosed the review opinions and publicity statement of the board of supervisors on the list of incentive objects of 2018 stock option incentive plan.
3. On November 2, 2018, the company held the 8th (Interim) meeting of the 6th board of directors and passed the proposal on the company's 2018 stock option incentive plan (Revised Draft) and its summary. In view of the fact that Chen Ming, the incentive object determined in the company's incentive plan, voluntarily gave up the qualification of the incentive object for personal reasons and Cheng fangui has handled resignation. The board of directors of the company decided to cancel the stock options to be granted to Chen Ming and Cheng fangui. After the cancellation, the number of stock options to be granted in the incentive plan was reduced from 43 million to 42.955 million, and the number of incentive objects was reduced from 688 to 686. The independent directors of the company expressed independent opinions on this, and the lawyer issued a legal opinion.
4. On November 16, 2018, the company held the first extraordinary general meeting of shareholders in 2018, deliberated and approved the proposal on the company's 2018 stock option incentive plan (Revised Draft) and its summary, the proposal on the implementation and assessment measures of the company's 2018 stock option incentive plan Proposals related to this incentive plan, such as the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the 2018 stock option incentive plan, authorize the board of directors to determine the grant date of the incentive plan, authorize the board of directors to grant stock options to the incentive objects when the incentive objects meet the conditions, and handle all matters necessary for the grant of stock options.
5. On November 27, 2018, the company held the 9th meeting of the 6th board of directors, deliberated and approved the proposal on adjusting the number of shares granted under the 2018 stock option incentive plan and the list of incentive objects, and the proposal on granting stock options to incentive objects: in view of the fact that Zhu Zhicong and Huang Yucai, the incentive objects determined in the 2018 stock option incentive plan, voluntarily gave up subscribing for their granted stock options for personal reasons, The board of directors of the company decided to cancel the stock options to be granted to Zhu Zhicong and Huang Yucai. After the cancellation, the number of stock options to be granted in the incentive plan was reduced from 42.955 million to 42.887 million, and the number of incentive objects was reduced from 686 to 684; November 27, 2018 was determined as the grant date, and 42.887 million stock options were granted to 684 eligible incentive objects. The board of supervisors of the company reviewed the list of incentive objects, independent directors expressed independent opinions on it, and lawyers issued legal opinions.
6. On January 5, 2019, the company disclosed the announcement on the completion of stock option grant registration. Upon confirmation by Shenzhen Branch of China Securities Depository and Clearing Co., Ltd., the company completed the grant registration of 42.887 million stock options granted to 684 incentive objects on January 4, 2019. The option abbreviation is Tuobang jlc3, the option code is 037804, and the exercise price of stock options is 3.80 yuan / share.
7. On July 26, 2019, the company held the 15th meeting of the 6th board of directors, deliberated and approved the proposal on adjusting the exercise price of stock option incentive plan in 2018. Because the company implemented the 2018 annual equity distribution plan, it decided to adjust the exercise price of stock option incentive plan in 2018 from 3.80 yuan / share to 3.70 yuan / share.
8. On March 30, 2020, the company held the 22nd Meeting of the 6th board of directors, The proposal on meeting the exercise conditions and exercisable rights in the first exercise period of the 2018 stock option incentive plan and the proposal on adjusting the incentive objects and the number of stock options in the 2018 stock option incentive plan were reviewed and approved: there were 606 incentive objects in the first exercise period of the company's 2018 stock option incentive plan, and a total of 120147 million stock options met the exercise conditions and could be exercised. In May 2020, a total of 606 incentive objects completed the exercise of 120147 million stock options in the first exercise period.
9. On January 14, 2021, the fifth meeting of the seventh board of directors deliberated and approved the proposal on canceling the stock options granted but not exercised by the resigned employees of the 2018 stock option incentive plan. 76 incentive objects, such as Huang Xinyu and Yang shengcang, resigned and left the company for personal reasons. They no longer meet the conditions of incentive objects of the stock option incentive plan and agreed to cancel the stock options granted to the above 76 incentive objects, The number of stock options to be cancelled is 2773000. After this cancellation, the incentive objects of the company's 2018 stock option incentive plan were adjusted from 684 to 608. The above 2.773 million stock options were cancelled on January 29, 2021.
10. On March 5, 2021, the sixth meeting of the seventh board of directors and the sixth meeting of the seventh board of supervisors deliberated and adopted the proposal on meeting the exercise conditions and exercisable rights in the second exercise period of 2018 stock option incentive plan, the proposal on adjusting the incentive objects and the number of stock options in 2018 stock option incentive plan, and the proposal on adjusting the exercise price of 2018 stock option incentive plan, The board of supervisors of the company issued verification opinions on the adjustment of the exercise price of the stock option incentive plan in 2018 and the list and number of incentive objects involved in the second exercise period of granting stock options. The independent directors issued independent opinions and agreed that 569 incentive objects would exercise their rights in the second exercise period, with a total number of 10985100 exercisable stock options. As of August 6, 2021, the exercise of 10950600 stock options involving 567 incentive objects who meet the exercise conditions has been completed. As the company implemented the 2020 annual equity distribution plan, the exercise price of the 2018 stock option incentive plan was adjusted from 3.65 yuan / share to 3.60 yuan / share.
2、 Explanation on the third exercise period of 2018 equity incentive plan meeting the exercise conditions
Description of compliance with exercise conditions stipulated in the company's 2018 stock option incentive plan
1. Shenzhen Topband Co.Ltd(002139) no one of the following circumstances has occurred: (1) the financial accounting report of the latest fiscal year has been issued with a negative opinion or an audit report that cannot express an opinion by the certified public accountant; (2) The internal control over the financial report of the most recent fiscal year was removed from the company by a certified public accountant. The above circumstances did not occur and the exercise conditions were met. Audit reports with negative opinions or unable to express opinions; (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. No incentive object has any of the following circumstances: (1) it has been identified as an inappropriate candidate by the stock exchange in 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) Within the last 12 months, the CSRC and the incentive object have not met the above-mentioned circumstances due to major violations of laws and regulations, and their dispatched offices have been subject to administrative punishment or market entry prohibition measures in accordance with the exercise article; Pieces.
(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.
The audited operating income in 2021 is 3. Performance assessment at the company level: Taking the operating income in 2017 as the base, RMB 20217767034800, with a growth rate of no less than 140% compared with the annual operating income in 2017, RMB 2682568400, with a growth rate of 189.54%. Meet the exercise conditions.
4. Performance appraisal at the individual level: the actual exercisable stock period of the incentive object in the current year is 2021. Among the 545 active incentive objects, the number of exercisable shares is linked to the performance appraisal of the incentive object in the previous year, and the exercise proportion is 521. The performance appraisal result of the incentive object is excellent (x). It is determined according to the performance appraisal result of the incentive object in the previous year, specifically: and above, and the amount of exercisable rights is all exercisable rights; For the incentive objects whose performance appraisal results are "excellent" or above, 22 incentive objects in the stock period of the current year can exercise all the exercisable rights if the performance appraisal results are "good", "good" and "qualified". For the incentive objects whose performance appraisal results are "qualified" for the feasibility of stock options in the current year, 75% of the exercisable rights of stock options in the current year and 75% of the exercisable rights of stock options in the current year; The performance of 2 incentive objects is exercisable, and 25% of the remaining exercisable amount is not exercisable. The company will uniformly evaluate the results as "unqualified", and the shares will be cancelled in the current year; For the incentive objects whose performance appraisal results are "unqualified", all the exercisable limits of stock options in the current year can not be exercised, and all the exercisable limits of stock options can not be exercised, which shall be uniformly cancelled by the company. Unified cancellation of the company.
To sum up, the exercise conditions of the third exercise period set in the company's 2018 equity incentive plan have been met and can be exercised. There is no difference between the relevant contents of the 2018 equity incentive plan implemented this time and the disclosed incentive plan.
3、 Exercise arrangement of the third exercise period of 2018 equity incentive plan
1. Stock source
The stock source of 2018 equity incentive plan is the company's directional issuance of company shares to incentive objects. The incentive object shall pay the consideration in cash according to the exercise price.
2. Number of exercisable incentive objects and exercisable stock options in the third exercise period
In the third exercise period of 2018 equity incentive plan, 543 incentive objects can be exercised, and the number of exercisable stock options is 140493 million, as follows:
The third vesting period of the granted valid shares can be
Serial number name title
Number of options (10000 shares) number of exercises (10000 shares)
1 Director Peng Ganquan 120 48
2 Zheng Sibin, director and deputy general manager 80 32
3 Ma Wei, director and deputy general manager 100 40
4 Wen Zhaohui, deputy general manager and Secretary of the board of directors 60 24
5 Xiang Wei, chief financial officer 40 16
6 core technical and business personnel (538 in total) 312920124493
Total 352920 1,40
