Securities code: Runa Smart Equipment Co.Ltd(301129) securities abbreviation: Runa Smart Equipment Co.Ltd(301129) Announcement No.: 2022017 Runa Smart Equipment Co.Ltd(301129)
Announcement on the reply to the letter of concern of Shenzhen Stock Exchange
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.
Runa Smart Equipment Co.Ltd(301129) (hereinafter referred to as " Runa Smart Equipment Co.Ltd(301129) " or "the company") received the letter of concern on Runa Smart Equipment Co.Ltd(301129) (GEM concern letter [2022] No. 169, hereinafter referred to as "concern letter") from the management department of gem company of Shenzhen Stock Exchange on March 29, 2022. The board of directors of the company attaches great importance to the issues raised in the concern letter. After checking and implementing them item by item, the relevant issues are replied and explained as follows one by one:
1、 Question 1: the draft shows that the grant price accounts for 37.04%, 34.18% and 30.59% of the average trading price of the company's shares one trading day, 20 trading days and 60 trading days before the announcement of the incentive plan. In accordance with the relevant provisions of Article 23 of the measures for the administration of equity incentive of listed companies, please fully explain the reasons and specific methods for adopting independent pricing in this equity incentive plan, the basis, process and rationality of the determination of the grant price, and whether it is conducive to safeguarding the interests of listed companies.
reply:
(I) main reasons for adopting independent pricing in this equity incentive plan
Excellent management personnel, R & D and technical personnel and other professionals are the key to the sustainable development of the company. The company has just been listed. In order to achieve win-win sustainable development with the majority of investors, on the one hand, competent and experienced managers need to do a good job of "mentoring", on the other hand, it needs to stabilize the backbone such as R & D technicians with many years of historical contribution and dedication.
In order to establish and improve the company's long-term incentive mechanism, attract and retain excellent talents, promote the company's development and safeguard shareholders' rights and interests, based on the recognition of the company's future development prospects and internal value, and based on the principle of equal incentives and constraints, effectively combine the shareholders' interests, the company's interests and the core team's personal interests, so as to provide mechanism and talent guarantee for the long-term and steady development of the company, The company plans to implement this restricted stock incentive plan.
When implementing the incentive plan, the incentive and restraint should be equal, so as to effectively improve the incentive object's work enthusiasm and sense of responsibility, so as to achieve the performance goal.
In full consideration of the company's geographical location and living costs, the company's current cash salary level, employees' capital contribution ability and other factors, the company believes that if the price discount granted this time is insufficient, the incentive object may not be able to obtain positive benefits equivalent to performance.
On November 2, 2021, the company completed its initial public offering and listing on the gem, and the total amount of funds actually raised was 1025257200 yuan. On January 28, 2022, the company issued the performance forecast for 2021. It is estimated that the company's operating revenue in 2021 will be 490 million yuan to 530 million yuan, with a year-on-year increase of 17.79% to 27.41%, and the net profit attributable to shareholders of listed companies will be 160 million yuan to 180 million yuan, with a year-on-year increase of 22.9% to 38.27%. The company's operating and financial conditions are good, and its cash flow is stable. The company adopts independent pricing and implements the restricted stock incentive plan by issuing shares, which will not have an adverse impact on the company's performance and daily operation.
To sum up, the company adopts independent pricing in the implementation of this equity incentive plan.
(II) the specific method and determination basis of independent pricing are adopted in this equity incentive plan
The pricing method of this restricted stock grant price (including reserved grant) is independent pricing. The specific pricing method is based on the average trading price of the company's shares one trading day before the announcement of the draft incentive plan, with a certain price discount, which is finally determined as 20.00 yuan / share.
The grant price accounts for 1 trading day, 20 trading days and 60 trading days before the announcement of the incentive plan. The average trading price of the company's shares is as follows:
(1) The average trading price of the company's shares on the trading day before the announcement of the incentive plan (total trading volume of shares on the previous trading day / total trading volume of shares on the previous trading day) is 53.99 yuan per share, and the grant price accounts for 37.04% of the average trading price on the previous trading day;
(2) The average trading price of the company's shares in the 20 trading days before the announcement of the incentive plan (total stock trading volume in the first 20 trading days / total stock trading volume in the first 20 trading days) is 58.51 yuan per share, and the grant price accounts for 34.18% of the average trading price in the first 20 trading days;
(3) The average trading price of the company's shares in the 60 trading days before the announcement of the incentive plan (total stock trading volume in the first 60 trading days / total stock trading volume in the first 60 trading days) is 65.37 yuan per share, and the grant price accounts for 30.59% of the average trading price in the first 60 trading days.
The granting price and pricing method of the company's restricted shares are based on the principle of promoting the development of the company and safeguarding the equality between shareholders and constraints. The pricing comprehensively considers the effectiveness of the incentive plan and the impact of the company's share based payment expenses and other factors, reasonably determines the scope of incentive objects and the number of rights and interests granted, follows the principle of equal incentives and constraints, will not have a negative impact on the company's operation, reflects the company's actual incentive requirements, is reasonable, and the future income of incentive objects depends on the company's future performance development and secondary market share price.
(III) the determination process and rationality of the grant price of this equity incentive.
1. The process of determining the grant price of this equity incentive
In order to implement the incentive plan, the company has performed the following procedures:
(1) The remuneration and assessment committee under the board of directors of the company has formulated the incentive plan (Draft) and determined the specific method of independent pricing, that is, based on the average trading price of the company's shares on the trading day before the announcement of the draft incentive plan, a certain price discount is given, and the average trading price of the company's shares on the trading day before the announcement is reasonably predicted, and the grant price is preliminarily determined to be 20.00 yuan / share.
(2) On March 28, 2022, the sixth meeting of the second board of directors of the company deliberated and approved the proposal on the company's restricted stock incentive plan in 2022 (Draft) and its summary, and finally determined the grant price. Among them, the company's directors Chen Zhaohui and Qian lvqiu are the incentive objects of this incentive plan, so they avoid voting on relevant proposals.
The independent directors expressed clear independent opinions that the grant price and pricing method comply with the relevant provisions of Article 23 of the administrative measures and article 8.4.4 of Chapter VIII of the listing rules. The relevant pricing basis and pricing method are reasonable and feasible, which is conducive to the smooth implementation of the incentive plan, the stability of the company's existing core team, the introduction of excellent professionals and the promotion of the company's medium and long-term sustainable development, This incentive plan is conducive to the sustainable development of the listed company, and there is no obvious damage to the interests of the listed company and all shareholders.
(3) On March 28, 2022, the sixth meeting of the second board of supervisors of the company deliberated and adopted the proposal on the company's restricted stock incentive plan in 2022 (Draft) and its summary and other proposals; Among them, Chi Wanxing, the supervisor of the company, is a close relative of Hou Xiaoyan, the incentive object of the incentive plan, so he avoids voting on relevant proposals; After checking the incentive plan, the board of supervisors of the company issued a clear opinion that the incentive plan is conducive to the sustainable development of the listed company and there is no obvious damage to the interests of the listed company and all shareholders.
The independent financial consultant with securities qualification employed by the company will express clear opinions on the feasibility of the plan, the rationality of relevant pricing basis and pricing method, whether it is conducive to the sustainable development of the company and whether it damages the interests of shareholders, and issue relevant financial consultant reports.
2. The rationality of the award price of this incentive plan.
First, the company needs to continuously ensure the competitive advantage of talents. Excellent management personnel, R & D, technical personnel and other professionals are the key to the sustainable development of the company. At present, the heating market competition is intensifying and the talent competition is becoming more and more fierce. If there is a brain drain, it will have an adverse impact on the company's product development, technology application, internal management and other aspects. Although the company has established a relatively complete cash compensation system, only cash compensation still has certain limitations in attracting and retaining talents. If the equity incentive plan can be implemented at an attractive price to fully mobilize the enthusiasm and creativity of the company's managers and key personnel, the employees can achieve long-term benefits after reaching the performance objectives and assessment indicators, and the interests of shareholders The interests of the company and the personal interests of the core team are combined to achieve the purpose of retaining and attracting talents. This equity incentive is the first time since the listing of the company, and the incentive objects are the core management and core technical (business) personnel who have served in the company for many years. (as shown in the figure below)
Distribution of motivators
Senior managers, middle managers, R & D technicians
6.00 12.00
one
one
1.-00 1.00 2.00
- -
55~60 45~55 35~45 25~35
There are 24 incentive objects, including 19 R & D technicians, accounting for 79.16%, and 4 middle managers, accounting for 16.67%; Senior managers accounted for 17.4%. The company hopes that employees can benefit from the company's interests after trying to achieve performance objectives and assessment indicators, so as to achieve the purpose of retaining and attracting talents.
The second is the objective and realistic needs of the economic conditions of the province where the company is located. The company is located in Hefei, Anhui Province. The salary of local employees is far lower than that in North, Shanghai, Guangzhou, Shenzhen, Jiangsu and Zhejiang. However, as a new first tier city, Hefei has a high overall consumption level of urban residents. The implementation of equity incentive needs to fully consider the investment ability and subscription intention of employees. Only when the incentive plan can be effectively implemented can the purpose of setting the incentive plan be realized.
Third, the need to safeguard the overall long-term interests of the company. On the basis of setting the award price independently and from the perspective of safeguarding the overall long-term interests of the company, the company has set up a strict assessment system to assess the performance of the company and individuals, so as to make a more accurate and comprehensive evaluation of the work of the incentive object. The setting of performance indicators of this incentive plan takes into account the challenges and realizability, and embodies the principle of "equal incentive and restraint". The price discount of this incentive plan can fully mobilize the enthusiasm and creativity of incentive objects, promote the realization of incentive objectives, promote the construction of the company's core team, and provide a solid guarantee for the realization of the company's future business strategy and objectives.
In conclusion, the company believes that the pricing basis and method of the grant price of restricted shares in this incentive plan are clear and reasonable, has performed the necessary legal procedures at this stage, complies with the provisions of relevant laws, regulations and normative documents, and does not damage the interests of listed companies and shareholders.
2、 According to the draft, your company plans to grant 300000 restricted shares to Chen Zhaohui, the company's director, chief financial officer and Secretary of the board of directors, accounting for 33.33% of the total shares granted under this incentive plan. Please explain the reason and rationality of the relatively high number of shares to be granted to Chen Zhaohui, the basis for determining the number of restricted shares granted and the matching of their contribution, and whether there is interest transfer.
reply:
Ms. Chen Chaohui, Chinese nationality, without permanent overseas residency, bachelor degree, major in accounting, Chinese certified public accountant. Joined the company in 2015 and served as the company's chief financial officer, fully responsible for the formulation of the company's financial strategy, financial management and financial risk control; After the company's share restructuring, he also served as a director of the company; Since the company's listing planning stage, he also serves as the Secretary of the board of directors of the company, and is responsible for presiding over the guidance and preparation of the company's listing. It now holds 300000 shares of the company, accounting for 0.41% of the total current share capital of the company.
Ms. Chen Zhaohui once worked in an accounting firm and has rich audit experience. After joining the company, she has made key contributions to the establishment and improvement of the company's financial accounting system and financial monitoring system; After serving as the Secretary of the board of directors of the company, Ms. Chen Chaohui actively promoted the improvement of corporate governance structure and the construction of internal control system, and made great contributions to the successful completion of the initial public offering of the company. After the listing of the company, as the chief financial officer and Secretary of the board of directors, Ms. Chen Chaohui is responsible for the company's financial management, information disclosure, investor relations management and maintenance. She is a key manager of the company and plays an important role in the standardized operation of the listed company.
The company implements this incentive plan to determine the incentive object and the number / range of shares granted according to the post rank / backbone level, the number of business lines in charge, the past contribution, the importance to the future development of the company and other weights. It is proposed to grant Ms. Chen Chaohui 300000 restricted shares, accounting for 0.41% of the current total share capital; If this grant is completed, Ms. Chen Chaohui holds Shanghai Pudong Development Bank Co.Ltd(600000) shares in total, accounting for less than 1% of the total share capital of the company. This is determined by the company in accordance with the principle of equal incentives and contributions, taking into account Ms. Chen Chaohui's outstanding contributions to the company's past development, the criticality of her current responsibilities, and the importance of her long-term employment to the sustainable and healthy development of the company.
According to the draft, Ms. Chen Zhaohui, as the incentive object, first, subscribe with individual capital contribution according to the determined grant price and bear the corresponding risks. Second, the sales restriction can be lifted according to 40%, 30% and 30% of the total grant amount in three years only on the premise that the company level performance evaluation and individual level performance meet the standards. As a director and senior manager of the company, Ms. Chen Zhaohui should also abide by the sales restrictions in accordance with the company law, the securities law and other relevant laws, regulations and normative documents. The company grants restricted shares to Ms. Chen Zhaohui, a key manager, which can integrate the interests of shareholders, the company and the personal interests of key managers
