Securities code: Xgd Inc(300130) securities abbreviation: Xgd Inc(300130) Announcement No.: 2022019 Xgd Inc(300130)
Announcement on the achievement of exercise conditions in the first exercise period of 2021 stock option incentive plan
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.
Special tips:
1. The exercise conditions set in the first exercise period of the company's stock option incentive plan in 2021 have been met. The number of stock options exercisable for 183 incentive objects who meet the exercise conditions this time is 21774000, and the exercise price is 10.75 yuan / share;
2. If all the exercisable stock options are exercised this time, the shares of the company still meet the listing conditions;
3. This exercise adopts the independent exercise mode, and the exercise can only be carried out after the relevant institutions have completed the corresponding exercise procedures. Please pay attention to the investors.
On March 28, 2022, Xgd Inc(300130) (hereinafter referred to as "the company") held the 17th meeting of the 5th board of directors, deliberated and approved the proposal on the achievement of the exercise conditions of the company's 2021 stock option incentive plan in the first exercise period, and the exercise conditions of the company's 2021 stock option incentive plan in the first exercise period have been met, It is agreed that 183 incentive objects who have been granted stock options under the company's 2021 stock option incentive plan can exercise 21774000 stock options independently in the first exercise period, with an exercise price of 10.75 yuan / share.
1、 Brief description of the company's 2021 stock option incentive plan and relevant approval procedures
(I) brief description of stock option incentive plan in 2021
The company's 2021 stock option incentive plan was deliberated and adopted at the ninth meeting of the Fifth Board of directors on March 16, 2021, and passed by special resolution at the first extraordinary general meeting of shareholders in 2021 held by the company on April 1, 2021. The grant date of the incentive plan is April 6, 2021. A total of 45 million options are granted to 195 incentive objects who meet the grant conditions, with the grant price of 11 yuan / share. The stock source is the directional issuance of shares by the company to the incentive objects. The schedule of exercise by stages is as follows:
Proportion of the number of exercisable options in the number of stock options granted during the exercise period
The first exercise period is from April 6, 2022 to April 5, 202350%
The second exercise period is from April 6, 2023 to April 5, 202450%
During the validity period of the option, due to the distribution of dividends, the exercise price changes, and some original incentive objects leave, which does not meet the incentive conditions. At present, the remaining 183 incentive objects in the stock option incentive plan in 2021 have 21774000 stock options that can be exercised independently in the first exercise period, and the exercise price is 10.75 yuan / share. (II) relevant approval procedures for 2021 stock option incentive plan of the company
1. On March 16, 2021, the company held the 9th meeting of the 5th board of directors and the 8th meeting of the 5th board of supervisors, deliberated and adopted the proposal on the draft and summary of Xgd Inc(300130) 2021 stock option incentive plan The independent directors of the company have expressed their independent opinions on the stock option incentive plan, and the board of supervisors has verified and issued verification opinions on the list of incentive objects of the stock option incentive plan in 2021.
2. From March 17, 2021 to March 26, 2021, the board of supervisors publicized the list of the proposed incentive objects on the company's internal bulletin board, and disclosed the verification opinions and publicity instructions on the list of incentive objects of the company's 2021 stock option incentive plan on cninfo.com on March 26, 2021. 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.
3. The company held the first extraordinary general meeting of shareholders in 2021 on April 1, 2021, which deliberated and approved the proposal on the draft and summary of Xgd Inc(300130) 2021 stock option incentive plan, the proposal on the assessment measures for the implementation of Xgd Inc(300130) 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 the company's 2021 stock option incentive plan. The company conducted a self-examination on the trading of the company's shares by insiders and incentive objects of the 2021 stock option incentive plan within 6 months before the first disclosure of the draft incentive plan (i.e. September 16, 2020 to March 16, 2021), and disclosed the self-examination report on the trading of the company's shares by insiders and incentive objects of the 2021 stock option incentive plan on cninfo.com.
4. The company held the 10th meeting of the 5th board of directors and the 9th meeting of the 5th board of supervisors on April 6, 2021, and deliberated and adopted the proposal on granting stock options to incentive objects under the 2021 stock option incentive plan. The board of directors considered that the conditions for granting stock options stipulated in the 2021 stock option incentive plan had been met, and agreed to take April 6, 2021 as the grant date, A total of 45 million stock options were granted to 195 incentive objects who met the grant conditions, with the grant price of 11 yuan / share. The independent directors of the company expressed their independent opinions on this. The board of supervisors verified the list of incentive objects granted and issued verification opinions, confirming that the list of incentive objects is legal and valid and the authorization date meets relevant regulations.
5. On May 11, 2021, the company held the 12th meeting of the 5th board of directors and the 11th meeting of the 5th board of supervisors, deliberated and approved the proposal on adjusting the exercise price of stock options granted in the stock option incentive plan in 2020 and 2021. The annual equity distribution of the company in 2020 was completed on May 11, 2021. According to the stock option incentive plan (Draft) in Xgd Inc(300130) 2021 Authorized by the first extraordinary general meeting of the company in 2021, the exercise price of stock options granted in the Xgd Inc(300130) 2021 stock option incentive plan (Draft) of the company was adjusted from 11 yuan / share to 10.75 yuan / share.
On May 18, 2021, the Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. verified and confirmed that the exercise price of the above stock options had been adjusted.
6. On March 28, 2022, the company held the 17th meeting of the 5th board of directors and the 15th meeting of the 5th board of supervisors, deliberated and approved the proposal on canceling some granted stock options in the stock option incentive plan in 2020 and 2021. 12 people, such as director Xufan, the original incentive object of the company's stock option incentive plan in 2021, left the company for personal reasons and did not meet the incentive conditions, The company cancelled 1452000 stock options granted to the above incentive objects. After the cancellation, the number of stock options granted but not exercised by the company's 2021 stock option incentive plan is 43548000.
7. On March 28, 2022, the company held the 17th meeting of the 5th board of directors and the 15th meeting of the 5th board of supervisors, deliberated and approved the proposal on the achievement of exercise conditions in the first exercise period of the company's 2021 stock option incentive plan, and the exercise conditions in the first exercise period of the company's 2021 stock option incentive plan have been met, It is agreed that 183 incentive objects who have been granted stock options under the company's 2021 stock option incentive plan can exercise 21774000 stock options independently in the first exercise period, with an exercise price of 10.75 yuan / share.
2、 Description of the achievement of exercise conditions in the first exercise period of the company's 2021 stock option incentive plan
(I) explanation of expiration of waiting period
According to the relevant provisions of the company's 2021 stock option incentive plan (Draft), the stock options granted to the incentive objects are exercised in two periods after the expiration of 12 months from the grant date. The first exercise period is from the first trading day after 12 months from the grant date to the last trading day within 24 months from the grant date (i.e. the exercise period is from April 6, 2022 to April 5, 2023). The grant date of this stock option is April 6, 2021, The first waiting period for stock options will expire on April 5, 2022.
(II) description of the achievement of exercise conditions in the first exercise period
The exercise conditions stipulated in the company's stock option incentive plan and the explanation of the incentive object's compliance with the exercise conditions
(I) the company does not have any of the following circumstances, and the company does not meet the exercise conditions. 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 most recent 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 circumstances. The incentive object does not have the above circumstances and meets the conditions for exercising rights. 1. It has been recognized as an inappropriate person by the stock exchange within the last 12 months. Select; 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.
(III) assessment contents at the company level 1. Excluding the share based payment of this and subsequent incentive plans 1. In the first exercise period, taking the net profit of 2019 as the base, after the impact of 2021 expenses, the growth rate of the audited net profit of the company in 2021 compared with 2019 shall not be less than 150%. The net profit base of shareholders of listed companies after deducting non recurring losses in 2019 is that the audited net profit attributable to the interests of listed companies is 1330645 million yuan, compared with the net profit of shareholders after deducting non recurring profits and losses of 508234 million yuan. The audited net profit of the company in 2019 belongs to the listed companies. "Net profit" in 2021 refers to the audited net profit after deducting non recurring profit and loss attributable to the shareholders of listed companies and the net profit after deducting non recurring profit and loss attributable to the shareholders of the company. However, excluding the RMB 508234 million, the increase of 161.82%, which is not less than 150% of the impact of share based payment expenses of the second and subsequent incentive plans, it meets the calculation basis of the first exercise period at the company level. Performance appraisal conditions.
2. If the company has carried out equity financing within the option validity period, 2. The company has not carried out equity financing within the option validity period, and the relevant performance indicators shall be adjusted according to the financing purpose. Capital.
(IV) performance appraisal at the individual level requires 183 incentive objects to meet the appraisal results of 2021 in the fiscal year before the incentive object applies for exercise, and meet the relevant performance management regulations of the company. Only when they are qualified and meet the relevant performance management regulations of the company can they meet the exercise conditions. Exercise. See the company's assessment measures for the implementation of stock option incentive plan in 2021 for details
To sum up, the exercise conditions of the first exercise period of the company's 2021 stock option incentive plan have been met. According to the authorization of the company's first extraordinary general meeting in 2021, it is agreed that the company will handle the exercise matters related to the first exercise period in accordance with the relevant provisions of the 2021 stock option incentive plan (Draft).
3、 Specific arrangement of the first exercise period of 2021 stock option incentive plan
1. Sources and types of exercise shares
The company issues A-share common shares to the incentive objects.
2. Exercise price
The exercise price of the first exercise period of the stock option incentive plan is 10.75 yuan / share.
If the company has matters such as conversion of capital reserve into share capital, distribution of stock dividends, allotment or reduction of shares before exercise, the number of equity options and exercise price will be adjusted accordingly.
3. Exercise period
The exercise period is from April 6, 2022 to April 5, 2023.
4. Exercise mode
This exercise is planned to adopt the independent exercise mode.
5. Exercisable incentive objects and number of shares in the first exercise period
The proportion of the number of exercisable rights of the first exercisable right of the incentive plan and the number of exercisable rights of the stock option granted by the position in the total exercisable rights in the total number of shares (shares) of the company
1 directors / senior managers 12 Shenzhen Zhenye(Group)Co.Ltd(000006) China Vanke Co.Ltd(000002) .76% 0.12% managers 6 in total
Level 2 managers 30347 China National Complete Plant Import And Export Co.Ltd(000151) 7350069.69% 3.10% 88
3 core backbone employees 12001 Jointo Energy Investment Co.Ltd.Hebei(000600) 050027.56% 1.23% 89 in total
Total 183 persons 4
