Securities code: Vanfund Urban Investment&Development Co.Ltd(000638) securities abbreviation: ST Wanfang Announcement No.: 2022026 Vanfund Urban Investment&Development Co.Ltd(000638)
Announcement on granting reserved stock options of 2021 incentive plan 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.
Important content tips:
\uf09f reserved stock option grant date: April 13, 2022
\uf09f number of reserved stock options granted: Shanghai Pudong Development Bank Co.Ltd(600000) , accounting for about 0.1939% of the total share capital of the company on the announcement date Vanfund Urban Investment&Development Co.Ltd(000638) (hereinafter referred to as “the company”) convened the 40th meeting of the ninth board of directors and the 20th meeting of the ninth board of supervisors on April 13, 2022, and deliberated and adopted the proposal on granting reserved stock options for 2021 incentive plan to incentive objects. The specific conditions are as follows: 1 Review procedures and information disclosure of the incentive plan
On April 6, 2021, the company held the 22nd Meeting of the 9th board of directors and the 10th meeting of the 9th board of supervisors, 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 The independent directors of the company expressed independent opinions on the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the 2021 stock option incentive plan, and the lawyer issued a legal opinion. For details, the company published in China Securities Journal, securities times, Shanghai Securities News, securities daily and cninfo on April 7, 2021（ http://www.cn.info.com.cn. ）Relevant announcements of disclosure.
From April 7, 2021 to April 16, 2021, the company posted and publicized the names and positions of the incentive objects of the 2021 stock option incentive plan in the company. At the expiration of the publicity period, the board of supervisors of the company did not receive any objection. For details, the company published in China Securities Journal, securities times, Shanghai Securities News, securities daily and cninfo on April 17, 2021（ http://www.cn.info.com.cn. ）The disclosed “comments of the board of supervisors on the review and publicity of the list of incentive objects of the company’s 2021 stock option incentive plan” (Announcement No.: 2021029).
The company held the second extraordinary general meeting of shareholders in 2021 on April 22, 2021, which deliberated and passed 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 the 2021 stock option incentive plan. For details, the company published in China Securities Journal, securities times, Shanghai Securities News, securities daily and cninfo on April 23, 2021（ http://www.cn.info.com.cn. ）The announcement on the resolution of the second extraordinary general meeting of shareholders in 2021 (Announcement No.: 2021032) disclosed.
On June 4, 2021, the company held the 25th meeting of the ninth board of directors and the 13th meeting of the ninth board of supervisors, which deliberated and adopted the proposal on the first grant of stock options to incentive objects. The meeting confirmed that the first grant date of this incentive plan was June 4, 2021, and 7.7 million stock options were granted to 10 incentive objects at an exercise price of RMB 5.02 per share. Independent directors expressed independent opinions on this, lawyers issued legal opinions, and the board of supervisors verified the list of incentive objects granted stock options. For details, the company published in China Securities Journal, securities times, Shanghai Securities News, securities daily and cninfo on June 5, 2021（ http://www.cn.info.com.cn. ）Relevant announcements of disclosure.
The company completed the registration of the first grant of stock options for this equity incentive on June 15, 2021. See the details in China Securities Journal, securities times, Shanghai Securities News, securities daily and cninfo.com on June 17, 2021（ http://www.cn.info.com.cn. ）Announcement on the completion of the first grant of stock option incentive plan in 2021 (Announcement No.: 2021050).
2、 Description of achievements of reserved grant conditions of 2021 stock option incentive plan
1. The vesting conditions of reserved stock options in the 2021 stock option incentive plan of the company are as follows: when the following vesting conditions are met at the same time, the company shall grant stock options to the incentive object. On the contrary, if any of the following vesting conditions are not met, stock options cannot be granted to the incentive object.
(1) The company does not have 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 Equity incentive is not allowed according to laws and regulations;
⑤ Other circumstances recognized by the CSRC.
(2) 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.
2. Statement of the board of directors on the achievement of grant conditions
The company and the incentive objects did not meet the above conditions. The board of directors considered that the conditions for the grant of stock options had been met and agreed to grant Shanghai Pudong Development Bank Co.Ltd(600000) stock options to the two incentive objects who met the grant conditions.
3、 Grant of reserved part of stock option incentive plan in 2021
1. Incentive tools: stock options;
2. Stock source: the company issues A-share common stock to the incentive object;
3. Exercise price: according to the provisions of the 2021 stock option incentive plan, the exercise price of the reserved stock option is the same as that of the stock option granted for the first time. The exercise price of the reserved stock option this time is 5.02 yuan / share;
4. Grant date: April 13, 2022;
5. Incentive objects: 2, including senior managers and key employees of core technology (business).
The specific distribution is as follows:
The proportion of the number of stock options granted by name and position in the reserved stock grant period in the total number of shares (10000 shares) of the current company
Chen Zhiwang CFO 30.00 300000% 0.0970%
Backbone of Shenjia business, chairman of subsidiary company 30.00 300000% 0.0970% company
Total 60.00 Shanghai Pudong Development Bank Co.Ltd(600000) % 0.1939%
Note: 1. The shares of the company granted by any of the above incentive objects through all effective equity incentive plans do not exceed 1% of the total share capital of the company. The total number of subject shares involved in all effective incentive plans of the company shall not exceed 2. The above incentive objects 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.
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 million. A total of Shanghai Pudong Development Bank Co.Ltd(600000) reserved stock options are granted to the incentive object this time, and the remaining number of reserved stock options not granted is 400000. The company decides to invalidate it. 6. Exercise period and exercise schedule of each period:
Exercise period exercise time exercise proportion
The reserved part of stock options shall be granted from the first trading day after 12 months from the date of completion of grant registration to the date of grant
50% of the first exercise period ends on the last trading day within 24 months from the date of completion of registration
The reserved part of stock options shall be granted from the first trading day 24 months after the date of completion of grant registration to the date of grant
50% of the second exercise period ends on the last trading day within 36 months from the date of completion of registration
The incentive object must complete the exercise within the validity period of the stock option incentive plan. If the exercise conditions are not met, the current stock option shall not be exercised or deferred to the next exercise. If the exercise conditions are met, but the part of stock options that have not been exercised during the above exercise period shall be cancelled by the company.
7. Exercise conditions:
During the exercise period, the stock options granted to the incentive object can be exercised only when the following conditions are met at the same time:
(1) The company does not have 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 Equity incentive is not allowed according to laws and regulations;
⑤ Other circumstances recognized by the CSRC.
(2) 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.
In case of any of the circumstances specified in article (1) above, the stock options granted but not exercised by all incentive objects according to the incentive plan shall be cancelled by the company; If one of the circumstances specified in article (2) above occurs to an incentive object, the stock options granted but not exercised by the incentive object according to the incentive plan shall be cancelled by the company.
(3) Company level performance assessment requirements
The evaluation period of the incentive plan is from 2021 to 2023, and the time span is three accounting years. The evaluation is conducted once in each accounting year. The first evaluation period is 2021, the second evaluation period is 2022 and the third evaluation period is 2023, so as to achieve the performance evaluation goal as the exercise condition of the incentive object.
The performance assessment objectives for each assessment period of reserved stock options are shown in the table below:
Performance assessment objectives during the exercise period
In the reserved stock period, the company shall meet one of the following two conditions: the first exercise period (1) takes the operating income in 2020 as the base, and the growth rate of operating income in 2022 shall not be less than 80%;
(2) Based on the deduction of non net profit in 2020, the growth rate of deduction of non net profit in 2022 shall not be less than 40%.
In the reserved stock period, the company shall meet one of the following two conditions: the second exercise period (1) takes the operating income in 2020 as the base, and the growth rate of operating income in 2023 shall not be less than 120%;
(2) Based on the deduction of non net profit in 2020, the growth rate of deduction of non net profit in 2023 shall not be less than 60%.
Only when the company meets the performance assessment objectives of each assessment period, the stock options of all incentive objects in the corresponding assessment period can be exercised. If the company fails to meet the above performance assessment objectives, the stock options of all incentive objects planned to exercise in the current year shall not be exercised and shall be cancelled by the company.
(4) Performance appraisal requirements at individual level
The individual assessment of incentive objects is conducted annually, and the assessment results are determined according to the individual performance assessment indicators. In principle, the performance assessment results are divided into four grades: good, up to standard, to be improved and not up to standard. The assessment and evaluation form is applicable to the assessment of all incentive objects involved in the stock option incentive plan.
Grade A: good; B: up to standard; C: to be improved; D: not up to standard
Exercise proportion 100% 100% 60% 0%
Actual exercise quantity of incentive objects in the current year = individual standard coefficient × The number of individual plans to exercise rights in the current year. The stock option that the incentive object fails to exercise in the current period shall be cancelled by the company.
8. After the completion of this grant, the equity distribution of the company will not meet the requirements of listing conditions.
4、 Differences between the equity incentive plan implemented this time and the equity incentive plan approved by the general meeting of shareholders
