Securities code: Dbappsecurity Co.Ltd(688023) securities abbreviation: Dbappsecurity Co.Ltd(688023) Announcement No.: 2022034
2020 restricted stock incentive plan
Announcement that the first vesting period of the reserved grant part meets the vesting conditions
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 legal responsibility for the authenticity, accuracy and integrity of its contents according to law.
Important content tips:
● number of restricted shares to be vested: 2418
● source of attributable shares: Dbappsecurity Co.Ltd(688023) .
1、 Approval and implementation of this equity incentive plan
(I) the plan of this equity incentive plan and its implementation procedures
1. Main contents of equity incentive plan
(1) Equity incentive method: the second type of restricted stock
(2) Number of grants (after adjustment): the total number of restricted shares granted by the company's 2020 restricted stock incentive plan (hereinafter referred to as "incentive plan" or "this incentive plan") is 14814800 shares, accounting for 2.00% of the total share capital of the company on the date of announcement of the draft incentive plan of 74074074007500 shares. Among them, 1381200 shares were granted for the first time, accounting for about 1.86% of the total share capital of the company at the time of announcement of the draft incentive plan, and the part granted for the first time accounted for 93.23% of the total equity granted this time; 1 Xinjiang Tianshun Supply Chain Co.Ltd(002800) shares are reserved, accounting for about 0.14% of the total share capital of the company when the draft incentive plan is announced, and the reserved part accounts for 6.77% of the total equity granted this time.
(3) Grant price (after adjustment): 134.25 yuan / share, that is, after meeting the grant conditions and attribution conditions, the incentive object can purchase the company's A-share common stock issued by the company to the incentive object at the price of 134.25 yuan per share.
(4) Number of awarding: 60 people are reserved for awarding, and 19 people are reserved for the rest.
(5) Vesting period and vesting arrangement
The restricted shares reserved for grant in the incentive plan shall be vested in three phases after 12 months from the reserved grant date, and the proportion of each phase shall be 30%, 30% and 40% respectively.
(6) Requirements for tenure of ownership rights and interests of incentive objects:
Before the incentive object belongs to each batch of restricted shares granted, it must meet the term of office of more than 12 months. (7) Performance assessment requirements at the company level
In the fiscal year 20202023, the incentive plan will assess the performance indicators of the company by year, so as to achieve the performance assessment goal as one of the ownership conditions of the incentive object in the current year. The performance evaluation objectives of the restricted shares reserved for grant in the incentive plan are shown in the table below:
Performance assessment objectives in the attribution period
The first vesting period is based on the operating income in 2019, and the growth rate of operating income in 2021 will not be less than 50% in 2021;
The second vesting period of the reserved part is based on the operating income in 2019, and the growth rate of operating income in 2022 is less than 75% for non controlling stocks;
The third attribution period is based on the operating income in 2019, and the growth rate of operating income in 2023 is not less than 100%.
Note: the above "operating income" refers to the audited operating income of the company.
During the vesting period, the company shall handle the registration of stock vesting for the incentive objects that meet the vesting conditions. If the current performance level of the company fails to meet the performance assessment target conditions in each attribution period, all the restricted stocks that can be attributed to all incentive objects in the corresponding assessment year will be cancelled and invalidated.
(8) Performance appraisal requirements at the individual level of incentive objects:
The implementation of the company's internal performance appraisal system is based on the individual performance appraisal object. The individual assessment and evaluation results of incentive objects are divided into "qualified" and "unqualified", and the corresponding attribution is as follows:
Evaluation standard qualified unqualified
Personal attribution ratio 1 0
On the premise that the company's performance objectives are achieved, the number of restricted shares actually attributable to the incentive object in the current year = the number of individual planned attributable shares in the current year × Personal ownership ratio.
If the restricted shares that the incentive object plans to belong to in the current period cannot be attributed or cannot be fully attributed due to assessment reasons, they will be invalid and cannot be deferred to the next year.
2. Decision making procedures and information disclosure of the restricted stock incentive plan
(1) On August 25, 2020, the company held the 20th meeting of the first board of directors, deliberated and adopted the proposal on Dbappsecurity Co.Ltd(688023) 2020 restricted stock incentive plan (Draft) and its summary The proposal on the measures for the administration of the implementation and assessment of the Dbappsecurity Co.Ltd(688023) 2020 restricted stock incentive plan and the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to the company's equity incentive plan. The independent directors of the company expressed independent opinions on whether the company's 2020 restricted stock incentive plan is conducive to the sustainable development of the company and whether there is any situation damaging the interests of the company and all shareholders. On the same day, the company held the 17th meeting of the first session of the board of supervisors, deliberated and approved the proposal on Dbappsecurity Co.Ltd(688023) 2020 restricted stock incentive plan (Draft) and its summary, the proposal on Dbappsecurity Co.Ltd(688023) 2020 restricted stock incentive plan implementation assessment management measures ", and the proposal on verifying the list of incentive objects first granted by Dbappsecurity Co.Ltd(688023) 2020 restricted stock incentive plan, The board of supervisors of the company verified the relevant matters of the incentive plan and issued relevant verification opinions.
(2) On August 26, 2020, the company posted on the website of Shanghai Stock Exchange (www.sse. Com. CN.) The announcement on the public solicitation of entrusted voting rights by independent directors (Announcement No.: 2020031) was disclosed. According to the entrustment of other independent directors of the company, Mr. Zhang Xiaorong, the independent director, as the collector, solicited voting rights from all shareholders of the company on the proposals related to the 2020 fixed-term stock incentive plan considered at the second extraordinary general meeting of the company in 2020.
(3) From August 27, 2020 to September 5, 2020, the company publicized the names and positions of the incentive objects of the incentive plan within the company. 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 September 9, 2020, the company posted on the website of Shanghai Stock Exchange (www.sse. Com. CN.) Disclosed the statement on publicity and verification opinions of Dbappsecurity Co.Ltd(688023) board of supervisors on the list of incentive objects first granted by the company's 2020 restricted stock incentive plan.
(4) On September 15, 2020, the company held the second extraordinary general meeting of shareholders in 2020, deliberated and passed the proposal on Dbappsecurity Co.Ltd(688023) 2020 restricted stock incentive plan (Draft) and its summary, the proposal on Dbappsecurity Co.Ltd(688023) 2020 restricted stock incentive plan implementation assessment and management measures ", and the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company's equity incentive plan. 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 restricted shares, grant restricted shares to incentive objects when incentive objects meet the conditions, and handle all matters necessary for the grant of restricted shares. At the same time, the company conducted a self-examination on the trading of the company's shares by insiders and incentive objects within 6 months before the announcement of the draft incentive plan, and found no case of stock trading by using insider information. On September 16, 2020, the company posted on the website of Shanghai Stock Exchange (www.sse. Com. CN.) Disclose the self inspection report on the trading of company shares by insiders and incentive objects of the 2020 restricted stock incentive plan.
(5) On October 19, 2020, the company held the 21st Meeting of the first board of directors and the 18th meeting of the first board of supervisors, deliberated and adopted the proposal on adjusting the list and number of incentive objects granted for the first time in the 2020 restricted stock incentive plan and the proposal on granting restricted shares to incentive objects for the first time. The independent directors of the company expressed independent opinions on the above-mentioned proposal, and the board of supervisors verified the above-mentioned matters and issued verification opinions.
(6) On April 22, 2021, the company held the fourth meeting of the second board of directors and the third meeting of the second board of supervisors, deliberated and adopted the proposal on granting reserved restricted shares to the incentive objects of the 2020 restricted stock incentive plan, and considered that the grant conditions have been met, the qualification of the incentive objects is legal and effective, and the determined grant date meets the relevant provisions. The independent directors of the company expressed independent opinions on the above matters, and the board of supervisors verified the list of incentive objects reserved for the grant date and issued verification opinions.
(7) On July 12, 2021, the company held the sixth meeting of the second board of directors and the fifth meeting of the second board of supervisors, deliberated and approved the proposal on adjusting the grant price of the 2020 restricted stock incentive plan and the proposal on granting the reserved remaining restricted shares to the incentive objects of the 2020 restricted stock incentive plan. It is considered that the conditions for granting the reserved remaining restricted shares have been met, The qualification of incentive objects is legal and valid, and the determined grant date meets the relevant provisions. The independent directors of the company expressed independent opinions on the above matters, and the board of supervisors verified the list of incentive objects reserved for the grant date and issued verification opinions.
(8) On October 22, 2021, the company held the 9th meeting of the 2nd board of directors and the 7th Meeting of the 2nd board of supervisors, deliberated and approved the proposal on Abolishing the part of restricted shares granted but not yet vested in 2020 and the proposal on meeting the vesting conditions in the first vesting period of the first vesting part of the company's restricted stock incentive plan in 2020. The independent directors of the company expressed their independent opinions on the above proposal, The board of supervisors of the company verified the list of incentive objects that met the attribution conditions in the first vesting period of the first part of the grant for the first time and issued verification opinions.
(9) On November 17, 2021, the registration procedures for the first vesting period of the first part of the company's 2020 restricted stock incentive plan have been completed, and the number of restricted shares vested is 318350 shares. China Securities Depository and Clearing Co., Ltd. Shanghai Branch issued the certificate of securities change registration. On November 19, 2021, the company posted on the website of Shanghai Stock Exchange (www.sse. Com. CN.) Disclosed the announcement on the vesting results of the first vesting period of the first vesting part of the 2020 restricted stock incentive plan and the listing of shares. (10) On April 22, 2022, the company held the 17th meeting of the second board of directors and the 15th meeting of the second board of supervisors, deliberated and approved the proposal on Abolishing the granted restricted shares that have not been vested in the reserved part of the 2020 restricted stock incentive plan and the proposal on meeting the vesting conditions in the first vesting period of the reserved part of the company's 2020 restricted stock incentive plan, The independent directors of the company expressed their independent opinions on the above proposal, and the board of supervisors of the company verified the list of incentive objects that met the attribution conditions in the first vesting period and issued verification opinions.
(II) granting of restricted shares
Grant batch grant date grant price grant quantity after grant by the grantor restricted (adjusted) number of shares remaining
Part of the first grant in 2020: rmb113425/share, 1381200 shares, 222 people, 1 Xinjiang Tianshun Supply Chain Co.Ltd(002800) shares, May 20
Reserved grant part: April 22, 2021: 134.25 yuan / share, 85100 shares, 60 people, 15180 shares
Reserved grant part: July 12, 2021: 134.25 yuan / share, 15180 shares, 19 people, 0000 shares
(III) ownership of restricted shares in each period
As of the disclosure date of this announcement, the ownership of restricted shares granted for the first time by the company's 2020 restricted stock incentive plan is as follows:
Number of vesting cancellations due to dividend transfer for the first time after vesting
Attribution date
