Securities code: Shenzhen Capol International&Associatesco.Ltd(002949) securities abbreviation: Shenzhen Capol International&Associatesco.Ltd(002949) Announcement No.: 2022013 bond Code: 128125 bond abbreviation: Huayang convertible bond
Shenzhen Capol International&Associatesco.Ltd(002949)
Announcement on granting reserved stock options 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.
Shenzhen Capol International&Associatesco.Ltd(002949) (hereinafter referred to as “the company”) held the third meeting of the third board of directors and the third meeting of the third board of supervisors respectively on March 23, 2022, deliberated and adopted the proposal on granting reserved stock options to incentive objects. Relevant matters are hereby announced as follows: I. review procedures and information disclosure of the incentive plan
(I) on March 29, 2021, the company held the 19th meeting of the second board of directors, deliberated and adopted the proposal on the company’s 2021 stock option incentive plan (Draft) and its summary, the proposal on the company’s 2021 stock option 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 equity incentive Independent directors have expressed independent opinions on relevant proposals such as the proposal on convening the second extraordinary general meeting of shareholders in 2021.
(II) on March 29, 2021, the company held the 20th meeting of the second session of the board of supervisors, deliberated and adopted the proposal on the company’s stock option incentive plan in 2021 (Draft) and its summary, the proposal on the management measures for the implementation and assessment of the company’s stock option incentive plan in 2021, and the proposal on verifying the list of incentive objects of the stock option incentive plan in 2021.
(III) from March 30, 2021 to April 8, 2021, the company internally publicized the names and positions of the incentive objects determined in the incentive plan. During the publicity period, the board of supervisors of the company did not receive any objection and no feedback record. On April 10, 2021, the company disclosed the announcement and verification opinions of the board of supervisors on the list of incentive objects of the 2021 stock option incentive plan.
(IV) on April 15, 2021, the company held the second extraordinary general meeting of shareholders in 2021, deliberated and adopted the proposal on the company’s 2021 stock option incentive plan (Draft) and its summary, the proposal on the measures for the implementation and assessment of the company’s 2021 stock option incentive plan, and the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive.
(V) on April 15, 2021, the company held the 20th meeting of the second board of directors and the 21st Meeting of the second board of supervisors, deliberated and adopted the proposal on granting stock options to incentive objects for the first time, and independent directors have expressed independent opinions on this proposal.
(VI) on April 16, 2021, the company disclosed the self inspection report on the trading of the company’s shares by insiders and incentive objects of the 2021 stock option incentive plan.
(VII) on May 15, 2021, the company disclosed the announcement on the completion of the registration of the first grant of stock option incentive plan in 2021. The number of stock options granted and registered for the first time was 6.19 million.
(VIII) on August 17, 2021, the company held the 23rd Meeting of the second board of directors and the 24th Meeting of the second board of supervisors respectively, deliberated and adopted the proposal on adjusting the exercise price of stock options granted for the first time in the 2021 stock option incentive plan, and the independent directors have expressed independent opinions on this proposal.
(IX) on March 23, 2022, the company held the third meeting of the third board of directors and the third meeting of the third board of supervisors respectively, deliberated and adopted the proposal on adjusting the exercise price of reserved and granted stock options in 2021 stock option incentive plan, the proposal on granting reserved stock options to incentive objects, and the proposal on invalidation of the remaining non granted reserved stock options, Independent directors have expressed independent opinions on relevant proposals. 2、 Differences between this grant and the incentive plan approved by the general meeting of shareholders
1. The company has disclosed the announcement on the implementation of annual equity distribution in 2020 on May 19, 2021. Based on the total share capital after the closing of the market on the registration date of equity distribution, the company will distribute RMB 4000000 in cash (including tax) to all shareholders for every 10 shares. The equity registration date is May 24, 2021 and the ex dividend date is May 25, 2021.
According to Article 48 of the measures for the administration of equity incentive of listed companies, the company’s 2021 stock option incentive plan (Draft) and “II. Adjustment method of stock option exercise price” in Chapter IX adjustment methods and procedures of this incentive plan “in its abstract: before the exercise of stock option, the company has matters such as capital reserve converted into share capital, distribution of stock dividend, stock split, allotment, share reduction, dividend distribution, etc, The exercise price of stock options shall be adjusted accordingly.
Therefore, the company plans to adjust the exercise price of stock options reserved in the incentive plan accordingly. The adjustment method is as follows:
P = p0-v = 17.81 yuan / share -0.40 yuan / share = 17.41 yuan / share
Where: P0 is the exercise price of stock option before adjustment; V is the dividend per share; P is the adjusted exercise price of stock options. After dividend adjustment, P must still be greater than 1.
To sum up, the exercise price of reserved stock options is adjusted from 17.81 yuan / share to 17.41 yuan / share. 2. According to the relevant provisions of the company’s 2021 stock option incentive plan (Draft) and its summary, the number of reserved stock options determined in this incentive plan is 1.26 million. A total of 1.09 million reserved stock options are granted to incentive objects this time, and the remaining number of reserved stock options not granted is 170000. The company decides to invalidate it.
The above adjustments have been deliberated and adopted at the third meeting of the third board of directors and the third meeting of the third board of supervisors. According to the authorization of the company’s second extraordinary general meeting of shareholders in 2021, this adjustment can be reviewed and approved by the board of directors without submitting it to the general meeting of shareholders for review again.
In addition, the content of this authorization is consistent with the relevant content of the incentive plan deliberated and approved by the company’s second extraordinary general meeting of shareholders in 2021. 3、 Notes of the board of directors on the achievement of the conditions for this grant
According to the measures for the administration of equity incentive of listed companies and the relevant provisions of this incentive plan, the grant conditions are as follows:
(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. Circumstances where equity incentive is prohibited by 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.
After careful verification, the board of Directors 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. It agrees to determine the reserved grant date as March 23, 2022, and grant a total of 1.09 million stock options to 15 incentive objects with an exercise price of 17.41 yuan / share.
4、 Status of this grant
(I) grant date: March 23, 2022.
(II) exercise price: 17.41 yuan / share.
(III) number of awards: 1.09 million.
(IV) stock source: the company issues A-share common stock to the incentive object.
(V) number of persons granted: 15. The details are as follows:
Serial number name number of positions granted accounting for reserved number of granted accounting for total shares of the company
(10000 copies)
1 109.00% 100.00% 0.56% of the personnel considered by the board of directors to need incentive
(15 persons in total)
Note: the company is in the conversion period of convertible corporate bonds, and the total share capital of the company involved is the data on March 18, 2022.
(VI) validity period: the validity period of this incentive plan is from the date of the first grant of stock options to the date of full exercise or cancellation, with a maximum of 84 months.
(VII) exercise arrangement:
Exercise arrangement exercise time exercise proportion
From the first trading day 12 months after the completion of reservation grant registration to
20% on the last trading day within 24 months from the date of completion of registration of reserved grant in the first exercise period
Day end
From the first trading day 24 months after the completion of reservation grant registration to
20% on the last trading day within 36 months from the date of completion of grant registration in the second exercise period
Day end
From the first trading day 36 months after the completion of reservation grant registration to
The last trading day within 48 months from the date of completion of registration of reserved grant in the third exercise period shall be 20%
Day end
From the first trading day 48 months after the completion of reservation grant registration to
In the fourth exercise period, the last trading day within 60 months from the date of completion of the reserved grant registration shall be 20%
Day end
From the first trading day 60 months after the completion of reservation grant registration to
The last trading day within 72 months from the date of completion of registration of reserved grant in the fifth exercise period shall be 20%
Day end
(VIII) company level performance assessment requirements:
Performance assessment objectives during the exercise period
The first exercise period is based on the net profit in 2020, and the net profit growth rate in 2022 will not be less than 38%
The second exercise period is based on the net profit in 2020, and the net profit growth rate in 2023 will not be less than 59%
The third exercise period is based on the net profit in 2020, and the net profit growth rate in 2024 will not be less than 78%
The fourth exercise period is based on the net profit in 2020, and the net profit growth rate in 2025 will not be less than 99%
The net profit rate of the fifth exercise period in 2020 shall not be lower than 123% of the net profit rate in 2026
Note 1: the above “net profit” refers to the audited net profit attributable to the shareholders of the listed company after deducting non recurring profits and losses, and the value excluding the impact of share based payment expenses of this and other incentive plans is taken as the calculation basis. Note 2: the above performance assessment objectives do not constitute the company’s performance prediction and substantive commitment to investors.
During each exercise period, if the company fails to meet the above performance assessment objectives, all incentive objects shall not exercise the stock options granted in the corresponding period and shall be cancelled by the company.
(IX) performance assessment requirements at the business unit level of the incentive object:
In addition to the annual assessment of the company’s performance objectives, the incentive plan also assesses the performance objectives of the business unit where the incentive object is located. The performance assessment of the business unit where the incentive object is located is implemented according to the relevant internal performance assessment systems of the company. During each exercise period, the actual exercisable proportion of the incentive object in the current period is linked to the completion of the performance assessment objectives of its business unit, as follows:
Exercisable proportion of business unit performance appraisal results
Actual target completion rate ＜ 80% 0% of performance appraisal target
80% of performance appraisal objectives ≤ actual target completion rate ＜ 100% of performance appraisal objectives
100% of the performance appraisal target ≤ 100% of the actual target completion rate
(x) performance appraisal requirements at the individual level of incentive objects:
The individual level performance appraisal of the incentive object shall be implemented in accordance with the relevant systems of the company’s current salary and appraisal. During each exercise period, the actual exercisable proportion of the incentive object in the current period is linked to its individual performance appraisal score, as follows:
