Securities code: 300805 securities abbreviation: Guangdong Brandmax Marketing Co.Ltd(300805) Announcement No.: 2022-004 Guangdong Brandmax Marketing Co.Ltd(300805)
About the restricted stock and stock option incentive plan in 2021
Announcement on completion of registration of stock option grant
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:
Completion date of stock option grant registration: January 11, 2022
Number of registered stock options: 1811600
Stock option Code: 036481
Abbreviation of stock option: electroacoustic jlc1
According to the measures for the administration of equity incentive of listed companies issued by the CSRC and the relevant rules of Shenzhen Stock Exchange and Shenzhen Branch of China Securities Depository and Clearing Corporation, Guangdong Brandmax Marketing Co.Ltd(300805) (hereinafter referred to as “the company” or “the company”) has completed the registration of stock option grant under the restricted stock and stock option incentive plan in 2021, Relevant matters are hereby announced as follows:
1、 Relevant approval procedures have been performed for this incentive plan
1. October 26, 2021, The company held the 22nd Meeting of the second board of directors, deliberated and adopted the proposal on the company’s 2021 restricted stock and stock option incentive plan (Draft) and its summary, and the proposal on the implementation assessment management method of the company’s 2021 restricted stock and stock option incentive plan Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the restricted stock and stock option incentive plan in 2021. The independent directors of the company expressed independent opinions on the relevant proposals of the incentive plan.
On the same day, the company held the 15th meeting of the second board of supervisors, The proposal on the company’s 2021 restricted stock and stock option incentive plan (Draft) and its summary, the proposal on the management measures for the implementation and assessment of the company’s 2021 restricted stock and stock option incentive plan, and the proposal on verifying the list of incentive objects of the company’s 2021 restricted stock and stock option incentive plan were reviewed and adopted.
2. On October 28, 2021, the company publicized the list of incentive objects of the incentive plan within the company, and the publicity period is from October 28, 2021 to November 8, 2021. The company held the 17th meeting of the second board of supervisors on November 9, 2021, deliberated and adopted the proposal on the publicity statement and verification opinions of the list of incentive objects of the company’s restricted stock and stock option incentive plan in 2021.
3. On November 4, 2021, the company held the 23rd Meeting of the second board of directors, deliberated and adopted the proposal on the company’s 2021 restricted stock and stock option incentive plan (Revised Draft) and its summary, and the proposal on canceling some proposals and adding temporary proposals at the second extraordinary general meeting in 2021. The independent directors of the company expressed independent opinions on the relevant proposals of the incentive plan.
On the same day, the company held the 16th meeting of the second board of supervisors, deliberated and adopted the proposal on the company’s 2021 restricted stock and stock option incentive plan (Revised Draft) and its summary.
4. On November 15, 2021, the company held the second extraordinary general meeting of shareholders in 2021, The proposal on the company’s 2021 restricted stock and stock option incentive plan (Revised Draft) and its summary, the proposal on the management measures for the implementation and assessment of the company’s 2021 restricted stock and stock option incentive plan, and the proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive were reviewed and adopted. On the same day, the company disclosed the self inspection report on the trading of the company’s shares by insiders and incentive objects of the restricted stock and stock option incentive plan in 2021 according to the verification of the trading of the company’s shares by insiders and incentive objects.
5. On December 10, 2021, The company held the 24th Meeting of the 2nd board of directors and the 18th meeting of the 2nd board of supervisors, deliberated and approved the proposal on adjusting the list and number of incentive objects of the company’s restricted stock and stock option incentive plan in 2021 and the proposal on granting restricted stock and stock option to incentive objects of the company’s restricted stock and stock option incentive plan in 2021 。 The board of supervisors verified the list of incentive objects on the grant date and expressed their consent, and the independent directors of the company expressed their consent.
2、 Grant of stock options
(I) authorization date: December 10, 2021
(II) stock source: the company’s RMB A-share common stock issued by the company to the incentive object
(III) number of awards: 1811600
(IV) number of persons granted: 80
(V) exercise price: 11.18 yuan / share
(VI) stock option Code: 036481
(VII) abbreviation of stock option: electroacoustic jlc1
(VIII) the distribution of stock options granted by the incentive plan is shown in the table below:
Proportion of shares granted in the number of job nationality options granted in the incentive plan (10000 shares of the company on the date of announcement of the total number of stock options granted)
He Lingli, deputy general manager, finance China 8.00 4.42% 0.02%
Business Director
Wang Yunlong, deputy general manager, Dong China 8.00 4.42% 0.02%
Board Secretary
Key personnel
(78 persons in total) 165.16 91.17% 0.39%
Total 181.16 100.00% 0.43%
Note: if there is any difference in the mantissa between the sum of some total figures and each detailed figure in the incentive plan, it is caused by the rounding of the above percentage results.
(IX) exercise arrangement: different waiting periods are applicable to the stock options granted to the incentive object, which are calculated from the date of completion of authorization. The waiting periods of stock options are 12 months, 24 months and 36 months respectively.
The exercise arrangement of stock options is shown in the table below:
Exercise arrangement exercise proportion during exercise
From the first trading day 12 months after the completion date of stock option authorization to
20% of the first exercise period
The last trading day within 24 months from the date of completion of the authorization of options
From the first trading day 24 months after the completion date of stock option authorization to
40% in the second exercise period
The last trading day within 36 months from the date of completion of the authorization of options
From the first trading day 36 months after the completion date of stock option authorization to
40% in the third exercise period
The last trading day within 48 months from the date of completion of the authorization of options
(x) performance assessment requirements for stock options
1. Company level performance assessment requirements
The exercise assessment year of stock options in the incentive plan is three fiscal years from 2021 to 2023. The company’s performance indicators are assessed annually to meet the company’s performance assessment objectives as one of the exercise conditions of the incentive object in the current year.
The performance assessment objectives of the granted stock options in each exercise period are shown in the table below:
Performance assessment objectives of exercise arrangement
The company shall meet one of the following two conditions:
In the first exercise period (1), the growth rate of operating revenue in 2021 over 2020 shall not be less than 10%;
(2) The net profit growth rate in 2021 shall not be less than 10% compared with that in 2020.
The company shall meet one of the following two conditions:
In the second exercise period (1), the growth rate of operating revenue in 2022 shall not be less than 10% compared with that in 2021;
(2) The growth rate of net profit in 2022 shall not be less than 10% compared with that in 2021.
The company shall meet one of the following two conditions:
In the third exercise period (1), the growth rate of operating revenue in 2023 shall not be less than 10% compared with that in 2022;
(2) The growth rate of net profit in 2023 shall not be less than 10% compared with that in 2022.
Note: the above “operating income” refers to the operating income after the audited consolidated statements of the listed company; “Net profit” refers to the audited net profit attributable to the shareholders of the listed company after deducting non recurring profits and losses, but excluding the impact of share based payment expenses of this and other incentive plans as the calculation basis.
During the exercise period, the company shall handle the exercise matters for the incentive objects that meet the exercise conditions. If the company’s current performance level fails to meet the performance assessment target conditions in each exercise period, all incentive objects’ stock options corresponding to the exercisable rights in the assessment year shall not be exercised, and the company shall cancel the current exercisable shares of incentive objects’ stock options.
2. Performance appraisal requirements at the individual level of incentive objects
According to the assessment management measures formulated by the company, the incentive object can exercise the current stock options in part or in full only if the individual performance assessment in the corresponding assessment year meets the conditions, and the exercise quantity is determined according to the category of the incentive object and the corresponding individual performance assessment results. The categories of incentive objects are divided according to the equity incentive grant agreement signed between the company and the incentive objects. The first and second incentive objects are not granted stock options.
The personal performance appraisal of the third type of incentive object is divided into five levels: A, B +, B, C and D:
Performance evaluation a, B + B C D
Current exercise coefficient 100% 80% 60% 0%
On the premise that the company’s performance assessment objectives are achieved, the individual actual exercise limit of the third type of incentive object in the current period = the individual exercise coefficient in the current period × Individual current planned exercise limit. Stock options that fail to exercise in the current period shall be cancelled by the company.
After the grant of stock options in this incentive plan, the company’s equity distribution will not meet the listing conditions.
3、 Explanation on the consistency between the stock options granted to the incentive object and the previous publicity
The list of incentive objects registered for this stock option grant and the company’s list were published on cninfo.com.cn on December 11, 2021 The list of incentive objects of the company’s 2021 restricted stock and stock option incentive plan (grant date) announced on the is consistent and has not been adjusted.
4、 Completion of grant registration of this stock option
1. Stock option Code: 036481
2. Abbreviation of stock option: electroacoustic jlc1
3. Completion date of stock option grant registration: January 11, 2022
It is hereby announced.
Board of directors December 202802}
