Securities code: Nuode Investment Co.Ltd(600110) securities abbreviation: Nuode Investment Co.Ltd(600110) Announcement No.: pro 2022055 Nuode Investment Co.Ltd(600110)
With regard to the announcement on the achievement of exercise conditions in the first exercise period of the stock option incentive plan in 2021, 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:
Number of stock options to be exercised this time: 111045 million
The source of the exercise stock: the company’s A-share common stock issued to the incentive object. I. the relevant approval procedures of the stock option incentive plan have been fulfilled
1. On February 1, 2021, the company held the 35th meeting of the ninth board of directors, which deliberated and adopted the proposal on the company’s stock option incentive plan (Draft) in 2021 and its summary, the proposal on the measures for the implementation and assessment of the company’s stock option incentive plan in 2021, and the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive. The independent directors of the company have expressed independent opinions on the fact that the incentive plan is conducive to the sustainable development of the company and does not harm the interests of the company and all shareholders. On the same day, the company held the 14th meeting of the 9th board of supervisors to check the list of incentive objects of the incentive plan, and deliberated and adopted the proposal on the company’s stock option incentive plan (Draft) in 2021 and its summary Proposal on the management measures for the implementation and assessment of the company’s stock option incentive plan in 2021 and proposal on the list of incentive objects first granted by the company’s stock option incentive plan in 2021. The board of supervisors issued verification opinions on this.
2. From February 3, 2021 to February 17, 2021, the company publicized the names and positions of the incentive objects of the incentive plan internally. During the publicity period, the board of supervisors of the company did not receive any objection related to the incentive objects of the incentive plan. On February 18, 2021, the board of supervisors of the company posted on the website of Shanghai Stock Exchange (www.sse. Com. CN.) The announcement and verification opinions of Nuode Investment Co.Ltd(600110) board of supervisors on the list of incentive objects granted for the first time in 2021 stock option incentive plan were disclosed on the.
3. On February 24, 2021, the company held the second extraordinary general meeting of shareholders in 2021. The meeting deliberated and adopted the proposal on the company’s stock option incentive plan in 2021 (Draft) and its summary, the proposal on the measures for the implementation and assessment of the company’s stock option incentive plan in 2021, and the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive. The company’s implementation of the incentive plan is approved by the general meeting of shareholders, and the board of directors is authorized to determine the grant date of stock options, grant stock options to incentive objects when incentive objects meet the conditions, and handle all matters necessary for the grant of stock options.
On the same day, the company issued Nuode Investment Co.Ltd(600110) the self inspection report on the trading of the company’s shares by insiders of 2021 stock option incentive plan (Announcement No.: pro 2021022).
4. On February 24, 2021, the company held the 36th meeting of the ninth board of directors and the 15th meeting of the ninth board of supervisors respectively, and deliberated and adopted the proposal on granting stock options to incentive objects for the first time. The independent directors of the company expressed their independent opinions on this. The board of supervisors verified this and issued verification opinions.
5. On February 14, 2022, the company held the 49th meeting of the 9th board of directors and the 22nd Meeting of the 9th board of supervisors, deliberated and approved the proposal on canceling some granted but not exercised stock options and the proposal on granting reserved stock options for 2021 stock option incentive plan to incentive objects. It is considered that the conditions for granting the reserved part of stock options have been met and the qualification of incentive objects is legal and effective, The determined grant date complies with relevant regulations. The independent directors of the company expressed independent opinions on this, the board of supervisors verified the list of incentive objects reserved for granting stock options, the lawyer issued a legal opinion, and the financial adviser issued an independent financial adviser report.
6. On April 15, 2022, the company held the 52nd meeting of the 9th board of directors and the 25th meeting of the 9th board of supervisors respectively, deliberated and adopted the proposal on the achievement of exercise conditions in the first exercise period of the company’s stock option incentive plan in 2021. According to the authorization of the company’s second extraordinary general meeting of shareholders in 2021, the board of directors of the company considered that the exercise conditions of the first exercise period in which the rights and interests were granted for the first time by the company’s equity incentive plan in 2021 had been met, the independent directors of the company expressed their independent opinions, the board of supervisors of the company verified and issued verification opinions, and the lawyer issued a legal opinion.
2、 Main contents of stock option incentive plan
(1) Incentive objects: a total of 128 incentive objects are granted in this incentive plan, including the company’s directors, middle and senior managers and core technology (business) backbone.
(2) Stock source: the company issues A-share common stock to the incentive object.
(3) Exercise price: 7.55 yuan / share.
(4) Exercise arrangement: the stock options granted this time shall be exercised in three phases within the next 36 months after the completion of the registration of the first grant of stock options.
The schedule of the first exercise of the stock option and the exercise period of the plan are as follows:
Exercise arrangement exercise time exercise proportion
The first payment after 12 months from the date of completion of the registration of the first grant of stock options
40% within 24 months from the first exercise date to the completion of the registration of the first grant of stock options
End of the last trading day
The first delivery date 24 months after the completion of the registration of the first grant of stock options
30% within 36 months from the second exercise date to the completion of the registration of the first grant of stock options
End of the last trading day
The first payment after 36 months from the date of completion of the registration of the first grant of stock options
30% within 48 months from the third exercise date to the date when the registration of the first grant of stock options is completed
Ending on the last trading day of the
3、 Exercise conditions of the first exercise period of 2021 equity incentive plan
Achievement of exercise conditions
1. The company has not encountered any of the following circumstances: (1) the financial and accounting report of the latest fiscal year has been issued with a negative opinion or an audit report that cannot express an opinion by the certified public accountant; (2) The internal control of the financial report of the most recent fiscal year is controlled by a certified public accountant. The company does not have the above circumstances and meets the audit report with a negative opinion or unable to express an opinion; Exercise conditions.
(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. No incentive object has any of the following circumstances: (1) it has been identified as an inappropriate candidate by the stock exchange in the last 12 months; (2) Within the last 12 months, it has been recognized as not qualified by the CSRC and its dispatched offices
Suitable person; The incentive object has not been under the above circumstances, (3) the incentive object has been punished by the CSRC and meets the exercise conditions due to major violations of laws and regulations in the last 12 months. Administrative punishment or market entry prohibition measures taken by its dispatched office; (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.
Performance achievements of the company: 3. Performance assessment requirements at the company level in 2021: the first vesting period of the net profit of the copper foil business subsidiary of the company: the net profit of the copper foil business subsidiary reached 30296 yuan in 2021, with a profit of 402993600 yuan. The above industry is 10000 yuan. The performance conditions have been met and the exercise conditions have been met.
Performance achievements at the individual level:
4. Performance appraisal requirements at the individual level: in 2021, the exercise proportion corresponding to the performance of 38 incentive objects at the individual level is as follows: the performance appraisal results of 64 incentive objects are all “a”, and the performance appraisal results of 64 incentive objects are all rated a B C D “B”, The performance evaluation results of 26 incentive objects at the individual level were 100% 100% 0, and the performance evaluation results of 0 incentive right proportion objects were “C”, and the performance evaluation results of 0 incentive right proportion objects were “d”.
In conclusion, the board of Directors believes that the exercise conditions for the first exercise period of stock options granted for the first time specified in the stock option incentive plan (Draft) for Nuode Investment Co.Ltd(600110) 2021 (hereinafter referred to as the “incentive plan (Draft)” “this incentive plan”) have been met. According to the exercise arrangement of the company’s incentive plan, the number of exercisable options in the first exercise period accounts for 40% of the number of stock options granted for the first time, That is, the 128 stock option incentive objects of the company have 111045 million stock options exercised in the first phase. The deadline of the first exercise period is April 16, 2023.
4、 Details of this exercise
(1) Grant date: February 24, 2021
(2) Number of exercises: 111045 million
(3) Number of exercise: 128
(4) Exercise price: 7.55 yuan / share
(5) Stock source: A-share common stock of the company issued to the incentive object
(6) Exercise method: independent exercise. Citic Securities Company Limited(600030) has been employed as the sponsor broker of independent exercise
(7) Exercise arrangement: the deadline for this exercise is April 16, 2023, and the shares obtained from exercise can be listed and traded on the second trading day (T + 2) after the exercise day (t day). The board of directors of the company shall determine the exercise date according to the exercise window period specified in the policy, and the company shall uniformly handle the relevant procedures of stock option exercise and share registration of incentive objects.
(8) List of exercise objects and exercise conditions
Shares granted account for shares granted account for the number of job options in the incentive plan and the total share capital on the date of announcement
Proportion of quantity number to total amount
(10000 copies)
1 Chen Yubi, executive deputy general manager 62.24 2.13% 0.04%
2 Zhou Qilun, deputy general manager 59.54 2.03% 0.04%
3 Wang handuo, deputy general manager and Secretary of the board of directors 28.86 0.99% 0.02%
4 Wang Liwen CFO 43.30 1.48% 0.03%
5. Director Sun Zhifang 28.86 0.99% 0.02%
6 director Li Pengcheng 28.86 0.99% 0.02%
Middle management and technical and business backbone (122 persons) 858.78
