Securities code: Jcet Group Co.Ltd(600584) securities abbreviation: Jcet Group Co.Ltd(600584) Announcement No.: pro 2022023 Jcet Group Co.Ltd(600584)
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: stock option.
Source of shares: the company issues A-share ordinary shares of the company to the incentive objects.
The number of stock options to be granted in the incentive plan is 31.13 million, accounting for about 1.75% of the total share capital of the company at the time of announcement of the draft incentive plan.
1、 Basic information of the company
(I) Company Profile
Company name Jcet Group Co.Ltd(600584)
Legal representative: Zheng Li
Stock Code: Jcet Group Co.Ltd(600584) (Shanghai Stock Exchange)
Stock abbreviation Jcet Group Co.Ltd(600584)
The registered capital is 1779553000 yuan
Shanghai stock exchange where the shares are listed
Listing date: June 3, 2003
Registered address: No. 78, Changshan Road, Chengjiang Town, Jiangyin City, Jiangsu Province
Office address: No. 275, Binjiang Middle Road, Jiangyin City, Jiangsu Province
Unified social credit code 91320200142248781b
Research, develop, produce and sell semiconductors, electronic components and special electronic and electrical devices. The business scope is to sell the self-produced mechanical and electrical products and complete sets of equipment of the enterprise, self operate and act as an agent for the import and export business of various commodities and technologies, and carry out the business of feed processing and “three supplies and one supplement” of the enterprise; Lu Pu
Through cargo transportation. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
(II) performance of the company in recent three years:
Main accounting data
Unit: 10000 yuan currency: RMB
Main accounting data 20212020 2019
Operating income 305024179264639945235262798
Net profit attributable to shareholders of listed companies 2958712513043902886634
Deduction attributable to shareholders of listed companies
248657149518896 -7928449 net profit from recurring profit and loss
Net assets attributable to shareholders of listed companies 209911316133997062126274310
Total assets 370986189323281962335818936
Main financial indicators 20212020 2019
Basic earnings per share (yuan / share) 1.72 0.81 0.06
Diluted earnings per share (yuan / share) 1.72 0.81 0.06
Basis after deducting non recurring profit and loss
1.45 0.59 -0.49
Earnings per share of the company (yuan / share)
Weighted average return on net assets (%) 16.42 10.02 0.71
Increase after deducting non recurring profit and loss
13.80 7.31 -6.36
Average return on equity (%)
(III) composition of the company’s board of directors, board of supervisors and senior managers:
Serial number name title
Chairman Zhou Zixue
2 Gao Yonggang, non independent director
3. Zhang Chunsheng, non independent director
4 non independent directors
5 Zheng lifeI, independent director and CEO
6 Luo Hongwei, non independent director and executive vice president
7 Shi Ying independent director
8. Li Jianxin, independent director
9 Pan Qing (Pan Qing) independent director
10 Lin Guifeng, chairman of the board of supervisors
11. Supervisor Wang Yong
12 Shenyang employee representative supervisor
13 Lee Choon Heng, chief technology officer
14 mu Haoping, senior vice president of capital operation
15 Wu Hongkun, Secretary of the board of directors
2、 Purpose of incentive plan implementation
In order to further establish and improve the company’s long-term incentive mechanism, attract and retain outstanding talents, fully mobilize the enthusiasm of Jcet Group Co.Ltd(600584) (hereinafter referred to as “the company” or ” Jcet Group Co.Ltd(600584) “) middle managers and core technical (business) backbone, effectively combine the interests of shareholders, the company and the personal interests of the core team, and make all parties pay common attention to the long-term development of the company, Under the premise of the law of the people’s Republic of China on the protection of the interests of shareholders and the measures for the administration of listed companies (hereinafter referred to as the “measures of the people’s Republic of China on the protection of the company’s sustainable development” and the “measures of the people’s Republic of China on the protection of the company’s market” (hereinafter referred to as the “measures for the administration of listed companies”) The incentive plan is formulated in accordance with laws and regulations, normative documents and Jcet Group Co.Ltd(600584) articles of Association (hereinafter referred to as the “articles of association”).
3、 Incentive method and source of underlying stock
The incentive plan adopts the incentive mode of stock option, and the stock source is the company’s A-share common stock issued to the incentive object.
4、 Determination basis and scope of incentive object
(I) basis for determining incentive objects
1. Legal basis for determining the incentive object
The incentive object of this incentive plan is determined in accordance with 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 the middle-level managers and core technical (business) backbone of the company. The list of incentive objects is 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
1. The total number of incentive objects involved in the award of this incentive plan is 1382, including:
(1) Middle managers of the company;
(2) The core technology (business) backbone of the company.
All incentive objects must sign employment contracts or labor contracts with the company or its subsidiaries when they are granted stock options and within the assessment period of the incentive plan.
2. The following personnel shall not become incentive objects:
(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 in the company through the company’s intranet or other channels before the general meeting of shareholders, and the publicity period shall not be 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.
5、 The source, quantity and distribution of the underlying shares involved in the plan
(I) source of underlying stock
The incentive plan adopts the incentive method of stock option, and the stock source is the company’s A-share common stock issued to the incentive object.
(II) number of underlying shares
The number of stock options to be granted in the incentive plan is 31.13 million, accounting for about 1.75% of the total share capital of the company at the time of announcement of the draft incentive plan.
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 at the time of announcement of the draft incentive plan.
Before the incentive objects exercise their rights, if the company changes its capital reserve into share capital, distributes stock dividends, splits or shrinks shares, allots shares and other matters, the number of stock options granted will be adjusted accordingly in accordance with the provisions of this incentive plan. (III) distribution of stock options granted to incentive objects
The distribution of stock options granted by the incentive plan among incentive objects is shown in the table below:
The proportion of the granted shares to the number of job options in the name of the incentive plan and the total share capital on the date of announcement (10000 copies)
Middle management and core technology (business) backbone (1382 persons) 311300 100.00% 1.75%
Total 311300 100.00% 1.75%
Note: 1 The incentive objects of the plan do not include independent directors, supervisors, shareholders or actual controllers who individually or jointly hold more than 5% of the shares of the company and their spouses, parents and children.
2. 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 at the time of announcement of the draft incentive plan.
3. If the incentive object waives the granted rights and interests for any reason, the board of directors shall adjust the number of grants accordingly.
4. Any difference in mantissa between the sum of the above total and each detailed number is caused by rounding.
6、 Schedule of this plan
(I) validity period of the plan
The incentive plan is valid from the date of grant of stock options granted to the date of exercise or cancellation of all stock options granted to the incentive object
