Securities code: Nuode Investment Co.Ltd(600110) securities abbreviation: Nuode Investment Co.Ltd(600110) Announcement No.: pro 2022060 Nuode Investment Co.Ltd(600110)
Announcement on the completion of registration of reserved grant of stock option incentive plan in 2021
The board of directors and all directors of the company guarantee that the contents of this announcement are free from any false records, misleading statements or major omissions, and assume individual and joint liabilities for the authenticity, accuracy and completeness of its contents. Important content tips:
Number of reserved stock option grant registration: 1.5 million
Number of reserved stock option grant registrants: 9
Source of reserved grant stock: A-share common stock issued by the company to the incentive object
According to the measures for the administration of equity incentive of listed companies issued by the CSRC and the relevant rules of Shanghai Stock Exchange and Shanghai Branch of China Securities Depository and Clearing Corporation Limited, Nuode Investment Co.Ltd(600110) (hereinafter referred to as “the company” or “the company”) has completed the registration of stock option reservation and grant of Nuode Investment Co.Ltd(600110) 2021 stock option incentive plan (hereinafter referred to as “the incentive plan”). The relevant details are announced as follows:
1、 Completed approval procedures and information disclosure
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 this incentive plan, 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 the list of incentive objects granted by the company’s 2021 stock option incentive plan for the first time were reviewed and approved. 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 disclosed 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 adopted the proposal on granting reserved stock options to incentive objects in 2021 stock option incentive plan, and considered that the granting conditions of reserved part of stock options have been met, the qualification of incentive objects is legal and effective, and the determined granting date meets 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.
2、 Specific conditions of reservation grant
1. Reserved grant date: February 14, 2022
2. Reserved grant quantity: 1.5 million copies
3. Number of persons granted: 9
4. Reserved stock source: the company issues A-share common stock to the incentive object.
5. Grant price of reserved stock options: 10.62 yuan / share
6. Validity period, waiting period and exercise arrangement of incentive plan:
(1) The validity period of the incentive plan shall be no more than 60 months from the date of completion of the registration of the first granted stock options to the date of full exercise or cancellation of the stock options granted to the incentive object.
(2) The waiting period of stock options reserved for grant in this incentive plan is 12 months from the date of completion of registration of reserved grant. The reserved stock options granted to the incentive object under the incentive plan shall not be transferred, used for guarantee or debt repayment before exercise.
(3) The stock options reserved for grant in the plan can be exercised after 12 months from the reserved grant date. The vesting date must be the trading day, but they shall not be exercised within the following periods:
① Within 30 days before the announcement of the company’s periodic report, if the announcement date of the periodic report is delayed due to special reasons, it shall be calculated from 30 days before the original scheduled announcement date to 1 day before the announcement;
② Within 10 days before the announcement of the company’s performance forecast and performance express;
③ From the date of major events that may have a great impact on the trading price of the company’s shares and their derivatives or the date of entering the decision-making process to 2 trading days after disclosure according to law;
④ Other periods prescribed by the CSRC and the Shanghai Stock Exchange.
The exercise period and schedule of stock options reserved for grant in the plan are as follows:
Exercise arrangement exercise time exercise proportion
The stock period reserved for grant shall be the first 12 months after the completion of registration of reserved grant of stock options
50% from the trading day of the first exercise period to 24 months from the date of completion of registration of reserved grant of stock options
Ending on the last trading day of the
The stock period reserved for grant shall be the first 24 months after the completion of registration of reserved grant of stock options
50% from the trading day of the second exercise period to 36 months from the date of completion of registration of reserved grant of stock options
Ending on the last trading day of the
7. Reserved exercise conditions for granting stock options:
1) The company is not under 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 Laws and regulations on equity incentive shall not be implemented;
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 any of the circumstances specified in Article 2) above occurs to the 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 corresponding assessment year of the exercise period of stock options reserved and granted in the incentive plan is two fiscal years from 2022 to 2023, with one assessment in each fiscal year. Since the copper foil business is the main business of the company, and the copper foil business is all assessed by the subsidiary Qinghai Electronic Material Industry Development Co., Ltd. (hereinafter referred to as “Qinghai Electronics”), the incentive plan assesses the net profit of Qinghai Electronics (i.e. the copper foil business segment of the company) in each assessment year.
The annual performance assessment objectives reserved for granting stock options in the incentive plan are shown in the table below:
Performance assessment objectives during the exercise period
The net profit of the subsidiary of copper foil business in 2022 reached 393.85 million yuan.
One exercise period
The net profit of the subsidiary of copper foil business in 2023 reached 51.201 million yuan.
Second exercise period
Note: the net profit referred to in this incentive plan refers to the net profit of the company’s audited copper foil business segment in each performance evaluation period, that is, the net profit of the main business subsidiary Qinghai electronics, which shall be subject to the special audit report issued by the audit institution of the company’s annual report.
If the company fails to meet the above performance assessment objectives, the stock options of all incentive objects corresponding to the exercisable rights in the assessment year shall not be exercised, and the company shall cancel the exercisable shares of stock options of incentive objects in the current period.
4) Performance appraisal requirements at individual level
The individual level performance appraisal of the incentive object shall be organized and implemented in accordance with the current relevant provisions of the company, and the number of shares actually exercised shall be determined according to the appraisal results of the incentive object. The performance appraisal results of the incentive object are divided into four grades: A, B, C and D. at that time, the actual number of shares of the incentive object exercised shall be determined according to the exercise proportion of the corresponding individual level in the following assessment and rating table:
Assessment rating a B C D
Exercise proportion at individual level: 100% 100% 0%
The actual exercise amount of the incentive object in the current year = the exercise proportion at the individual level × Individual planned exercise limit of the current year
On the premise that the annual performance appraisal at the company level is reached, if the individual performance appraisal result of the incentive object in the previous year is a, B or C, all the stock options of the incentive object in the current year can be exercised; If the individual performance appraisal result of the incentive object in the previous year is D, all the stock options of the incentive object that can be exercised in that year shall not be exercised, and the stock options of the incentive object that cannot be exercised shall be cancelled by the company.
3、 Completion of registration of reserved grant of stock options
On April 18, 2022, the stock options reserved and granted by the company completed the relevant registration procedures in China Securities Depository and Clearing Co., Ltd. Shanghai Branch. The details are as follows:
1. Option name: Nuode Investment Co.Ltd(600110) option
2. Option code (exercised in two times): 100 China High-Speed Railway Technology Co.Ltd(000008) 2, 100 China High-Speed Railway Technology Co.Ltd(000008) 3
3. Completion date of stock option grant registration: April 18, 2022
4. Personnel and quantity of this grant registration:
Proportion of granted shares in the total principal amount of reserved granted shares in the company’s current number of shares, name, number of job rights and total number of options (10000 copies)
1 Wang handuo, Secretary of the board of directors 27.84 18.56% 0.02%
Middle managers and technical and business backbones (8)
122.16 81.44% 0.09%
Person)
Total reserved part 150.00 100.00% 0.11%
The list of registrants of stock option grant and the number of rights and interests granted are the same as those of the company on the website of Shanghai Stock Exchange on February 15, 2022 and February 19, 2022（ http://www.sse.com.cn. ）The contents disclosed in the announcement of Nuode Investment Co.Ltd(600110) on granting reserved stock options for 2021 stock option incentive plan to incentive objects and the corrected list of reserved incentive objects for Nuode Investment Co.Ltd(600110) 2021 stock option incentive plan (grant date) are consistent.
4、 Explanation on whether there is any difference between this grant and the incentive plan approved by the general meeting of shareholders
The relevant contents are consistent.
5、 Impact of stock option grant on the company’s financial status and operating results
According to the accounting standards for Business Enterprises No. 11 – share based payment and the accounting standards for business enterprises
