Securities code: Tianyu Eco-Environment Co.Ltd(603717) securities abbreviation: Tianyu Eco-Environment Co.Ltd(603717) Announcement No.: 2022025 Tianyu Eco-Environment Co.Ltd(603717)
2022 stock option incentive plan (Draft) summary announcement
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Important content tips:
Equity incentive method: Stock Option
Share source: the company issues A-share ordinary shares to the incentive object.
Total equity of equity incentive and total number of underlying shares involved: Tianyu Eco-Environment Co.Ltd(603717) (hereinafter referred to as “the company”) the number of stock options to be granted under the 2022 stock option incentive plan (hereinafter referred to as “the incentive plan”) is 15 million, accounting for 5.17% of the total 29014624 shares of the company’s share capital at the time of announcement of the draft incentive plan, including 12 million shares granted for the first time, Accounting for 4.14% of the company’s total share capital of 29014624 shares at the time of announcement of the draft incentive plan, 80.00% of the total equity granted this time, 3 million shares reserved, 1.03% of the company’s total share capital of 29014624 shares at the time of announcement of the draft incentive plan, and 20.00% of the total equity granted this time.
1、 Basic information of the company
(I) Company Profile
Company name: Tianyu Eco-Environment Co.Ltd(603717)
Listing time: March 27, 2017
Office address: building 12, Lane 1688, Guoquan North Road, Yangpu District, Shanghai (building B2, Wangu science and Technology Park)
Main business: Taking “ecology” as the business core and relying on Rural Revitalization, the company integrates garden ecological engineering business and ecological environment governance business into urban Tianyu pastoral business; Integrate the ecological agriculture and animal husbandry business into a rural Tianyu pastoral business combining “planting”, “raising” and “food”.
(II) main performance in recent three years
Unit: yuan currency: RMB
Main accounting data 20202019 2018
Operating income 5825428971683730890997104772273257
Operating income after deducting the business income irrelevant to the main business and the income not 5795189210283439743545104712131077 with commercial substance
Net profit attributable to shareholders of listed company -1574456167961419724049165961871
Non recurring deduction attributable to shareholders of listed companies
Net profit from profit and loss -1617184425744552951688960530763
Net cash flow from operating activities -8651197538 -30309593816277381178
Net assets attributable to shareholders of listed companies 1239740 Wanxiang Doneed Co.Ltd(600371) 41066405518134924433114
Total assets 331759271807345712687363309514607848
Main financial indicators 20202019 2018
Basic earnings per share (yuan / share) -0.6511 0.2540 0.3791
Diluted earnings per share (yuan / share) -0.6511 0.2540 0.3791
Basic earnings per share after deducting non recurring profits and losses -0.6688 0.1843 0.3706
(yuan / share)
Weighted average return on net assets (%) – 11.82 4.45 6.94
Weighted average net assets after deducting non recurring profits and losses -12.14 3.23 6.78
Yield (%)
(III) composition of the company’s board of directors, board of supervisors and senior managers
1. Composition of the board of directors
The board of directors of the company consists of nine directors, namely: non independent directors Luo Weiguo, Shi Dongwei, Zhou Wei, Li Song, Zeng xuezhou and Li Delun, and independent directors Bao Manzhu, Li Yuanping and Wu Dong.
2. Composition of the board of supervisors
The board of supervisors of the company consists of three supervisors, namely Liu Dinghua, Cai Yue and Zhou Yang.
3. Composition of senior management
The company has 6 senior managers, including Luo Weiguo, Shi Dongwei, Zhou Wei, Zeng xuezhou, sun Weidong
Meng Zhuowei.
2、 Purpose of equity incentive plan
In order to further improve the corporate governance structure, establish and improve the company’s long-term incentive and restraint mechanism and attract
And retain outstanding talents, fully mobilize the enthusiasm of the company’s directors, senior managers and middle-level managers, effectively combine the interests of shareholders, the company and the core team, and ensure the development strategy and operation of the company
The realization of the objectives enables all parties to pay common attention to the long-term development of the company. On the premise of fully protecting the interests of shareholders, the company formulates this incentive plan in accordance with the principle of reciprocity between income and contribution, and in accordance with relevant laws, regulations and normative documents such as the company law, the securities law, the measures for the administration of equity incentive of listed companies (hereinafter referred to as the “management measures”) and the provisions of the articles of association.
3、 Equity incentive method and source of underlying stock
The incentive plan adopts the incentive method of stock option, and the source of the underlying stock involved is the company’s directional issuance of A-share common shares to the incentive object.
4、 Number of stock options to be granted under the equity incentive plan
The number of stock options to be granted in the incentive plan is 15 million, accounting for 5.17% of the total 29014624 shares of the company’s share capital at the time of announcement of the draft incentive plan, of which 12 million are granted for the first time, accounting for 4.14% of the total 29014624 shares of the company’s share capital at the time of announcement of the draft incentive plan, 80.00% of the total equity granted for the first time, and 3 million are reserved, Accounting for 1.03% of the company’s total share capital of 29014624 shares at the time of announcement of the draft incentive plan, and the reserved part accounts for 20.00% of the total equity granted this time.
The total number of underlying shares involved in all equity incentive plans of the company within the validity period does not exceed 10% of the total share capital of the company. The cumulative shares of the company granted by any incentive object in the incentive plan through all equity incentive plans within the validity period shall not exceed 1% of the total share capital of the company.
During the period from the date of announcement of the incentive plan to the completion of the exercise of stock options by the incentive object, if the company has matters such as the conversion of capital reserve into share capital, the distribution of stock dividends, the division or reduction of shares, and the allotment of shares, the number of stock options and the total number of underlying shares involved will be adjusted accordingly.
5、 Scope of incentive objects and the number of rights and interests granted to them
(I) basis for determining incentive objects
1. Legal basis for determining incentive objects
The incentive objects of the incentive plan are determined according to the company law, securities law, administrative measures and other relevant laws, regulations, normative documents and the relevant provisions of the articles of association, and in combination with the actual situation of the company.
2. Job basis for determining incentive objects
The incentive objects of this incentive plan are directors, senior managers and middle managers of the company. (excluding the company’s independent directors and supervisors, as well as the shareholders or actual controllers who individually or jointly hold more than 5% of the company’s shares and their spouses, parents and children). All incentive objects shall be nominated by the remuneration and assessment committee of the board of directors of the company and verified and determined by the board of supervisors of the company.
(II) scope of incentive objects
The total number of incentive objects granted for the first time in this incentive plan is 107, including directors, senior managers and middle managers of the company. 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 company’s shares and their spouses, parents and children.
Among the above incentive objects, directors and senior managers must be elected by the general meeting of shareholders or appointed by the board of directors. All incentive objects must have employment or labor relations with the company when the company grants stock options and within the assessment period specified in the incentive plan.
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 for more than 12 months, the reserved rights and interests shall become invalid. The determination standard of reserved incentive objects shall be determined with reference to the standard of incentive objects granted for the first time.
2. The incentive object does not have the following circumstances that cannot be the incentive object:
(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.
If any of the above circumstances occurs to the incentive object during the implementation of the incentive plan, the company will terminate its right to participate in the incentive plan and cancel its granted but not exercised stock options.
(III) verification of incentive objects
1. After the incentive plan is reviewed and approved by the board of directors, the company will publicize the names and positions of incentive objects internally for a period of no less than 10 days.
2. The board of supervisors of the company will review the list of incentive objects, fully listen to the publicity opinions, and disclose the explanation of the board of supervisors on the review and publicity of the list of incentive objects five days before the general meeting of shareholders of the company deliberates the incentive plan. The list of incentive objects adjusted by the board of directors of the company shall also be verified by the board of supervisors of the company.
(IV) distribution of stock options granted to incentive objects
The distribution of stock options to be granted in the incentive plan among incentive objects is shown in the table below:
Serial number name the number of stock options granted by the position accounts for the number of shares granted during the announcement of the plan
Proportion of total quantity (10000 shares) to total share capital
1 Zeng xuezhou, director, CO president 100.00 6.67% 0.34%
2. Director Li Song 20.00 1.33% 0.07%
3 sun Weidong, chief financial officer 20.00 1.33% 0.07%
4 Meng Zhuowei, Secretary of the board of directors 20.00 1.33% 0.07%
Middle managers (103 persons) 104000 69.33% 3.58%
Reserve 300.00 20.00% 1.03%
Total 150000 100.00% 5.17%
Note: 1. The incentive objects of this incentive plan do not include independent directors, supervisors, shareholders or actual controllers who individually or jointly hold more than 5% of the company’s shares and their spouses, parents and children.
2. If the total number in the above table is inconsistent with the mantissa of the sum of the sub item values, it is caused by rounding. 6、 Exercise price and determination method of exercise price
(I) exercise price of stock option granted for the first time
The exercise price of the stock option granted for the first time is RMB 9.57 per share, that is, after meeting the exercise conditions, each stock option granted to the incentive object has the right to purchase one share of the company’s shares with RMB 9.57 per share during its exercise period.
(II) exercise price of stock option granted for the first time
