Securities code: Beijing Scitop Bio-Tech Co.Ltd(300858) securities abbreviation: Beijing Scitop Bio-Tech Co.Ltd(300858) Announcement No.: 2022031 Beijing Scitop Bio-Tech Co.Ltd(300858)
Announcement on the achievement of vesting conditions in the first vesting period of the first vesting part of the restricted stock incentive plan in 2021
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. Special tips:
1. Number of incentive objects meeting the attribution conditions this time: 22
2. Number of class II restricted shares this time: 393600 shares
2. The source of the attributable stock: the company issued A-share common stock to the incentive object
Beijing Scitop Bio-Tech Co.Ltd(300858) (hereinafter referred to as “the company”) deliberated and adopted the proposal on the achievement of vesting conditions in the first vesting period of part of the restricted stock incentive plan in 2021 at the 15th meeting of the second board of directors and the 14th meeting of the second board of supervisors held on April 24, 2022. In accordance with the provisions of Beijing Scitop Bio-Tech Co.Ltd(300858) 2021 restricted stock incentive plan (Draft) (hereinafter referred to as “2021 restricted stock incentive plan (Draft)”) and the authorization of the company’s first extraordinary general meeting in 2021, the board of directors agreed to handle the ownership of 393600 restricted shares to 22 eligible incentive objects. The relevant contents are announced as follows: I. summary of the implementation of the equity incentive plan in 2021
(I) main contents of equity incentive plan
The company held the 7th Meeting of the 2nd board of directors and the 7th Meeting of the 2nd board of supervisors on February 4, 2021, and the 1st extraordinary general meeting of shareholders in 2021 on February 23, 2021, deliberated and approved the proposal on Beijing Scitop Bio-Tech Co.Ltd(300858) 2021 restricted stock incentive plan (Draft) and its summary and other relevant proposals. The main contents of the incentive plan are as follows:
1. Stock source of the incentive plan: the incentive tool adopted in the incentive plan is the second type of restricted stock, and the source of the underlying stock involved is the company’s directional issuance of A-share common stock to the incentive object.
2. Number of restricted shares granted: the total number of restricted shares to be granted under the incentive plan is 1 million shares, accounting for 1.21% of the total share capital of the company at the time of announcement of the draft incentive plan of 825177 million shares. Among them, 820000 shares were granted for the first time, accounting for 0.99% of the company’s total share capital of 82517700 shares at the time of announcement of the draft incentive plan, and the part granted for the first time accounted for 82.00% of the total equity granted this time; 180000 shares are reserved for grant, accounting for 0.22% of the company’s total share capital of 825177 million shares at the time of announcement of the draft incentive plan, and the reserved part accounts for 18.00% of the total equity granted this time.
3. Grant price: the grant price (including reserved grant) of restricted shares granted for the first time in this incentive plan is 30.00 yuan / share.
4. Incentive objects: a total of 22 incentive objects are granted for the first time in this incentive plan. They are directors, senior managers and core technology (business) backbones in the company when the company announces this incentive plan, excluding independent directors, supervisors and foreign employees, as well as shareholders or actual controllers who individually or jointly hold more than 5% of the shares of the company and their spouses, parents and children. The criteria for determining the reserved incentive object shall be determined with reference to the criteria for the first award.
(II) ownership arrangement of the incentive plan
The restricted shares granted by the incentive plan will be vested in several times according to the agreed proportion after the incentive object meets the corresponding vesting conditions. The vesting date must be the trading day, and the acquired restricted shares shall not be vested in the following periods: 1. 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 to 1 day before the announcement;
2. 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 Shenzhen Stock Exchange.
The ownership proportion of each batch of restricted shares granted for the first time by the incentive plan is as follows:
Vesting arrangement vesting time proportion of vested interests in the total amount of restricted shares granted for the first time
The first vesting period is 1 / 3 of the first trading day after 12 months from the date of the first grant
End of the last trading day within 24 months from
The second vesting period is 1 / 3 of the first trading day after 24 months from the date of the first grant
The last trading day within 36 months from
The third vesting period is 1 / 3 of the first trading day after 36 months from the date of the first grant
End of the last trading day within 48 months from
If the restricted shares reserved for grant in the incentive plan are granted in 2021, the ownership proportion of each batch is arranged as follows:
Vesting arrangement vesting time proportion of vested interests in the total amount of restricted shares granted for the first time
The first vesting period is 1 / 3 of the first trading day after 12 months from the date of the first grant
End of the last trading day within 24 months from
The second vesting period is 1 / 3 of the first trading day after 24 months from the date of the first grant
The last trading day within 36 months from
The third vesting period is 1 / 3 of the first trading day after 36 months from the date of the first grant
End of the last trading day within 48 months from
If the restricted shares reserved for grant in the incentive plan are granted in 2022, the ownership proportion of each batch is arranged as follows:
Vesting arrangement vesting time proportion of vested interests in the total amount of restricted shares granted for the first time
The first vesting period is 1 / 2 of the first trading day after 12 months from the date of the first grant
End of the last trading day within 24 months from
The second vesting period is 1 / 2 of the first trading day after 24 months from the date of the first grant
The last trading day within 36 months from
Restricted shares that have not been vested within the above agreed period or that cannot be applied for vesting due to failure to meet the vesting conditions shall not be vested, invalid and invalid.
The restricted shares granted to the incentive object but not yet vested, the increased shares due to the conversion of capital reserve into share capital, share distribution and other circumstances, are subject to the vesting conditions at the same time, and shall not be transferred, used for guarantee or debt repayment before vesting. If the restricted shares cannot be vested at that time, the shares obtained due to the above reasons shall not be vested and shall be invalid. 2、 Vesting conditions of restricted shares
The restricted shares granted to the incentive object shall meet the following vesting conditions at the same time before the vesting can be handled in batches:
(I) 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. Equity incentive is not allowed according to laws and regulations;
5. Other circumstances recognized by the CSRC.
(II) 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 (I) above, the ownership of restricted shares granted to all incentive objects but not yet vested according to the incentive plan shall be cancelled and invalid; If one of the circumstances specified in article (II) above occurs to an incentive object, the restricted shares granted to the incentive object but not yet vested under the incentive plan shall be cancelled and invalidated.
(III) the incentive object meets the requirements of tenure in each attribution period
Before the vesting of each batch of restricted shares granted to incentive objects, they must meet the tenure of more than 12 months
(IV) meet the performance assessment requirements at the company level
The vesting assessment year of the first part of the incentive plan is three fiscal years from 2021 to 2023, and one assessment is made in each fiscal year.
The annual performance assessment objectives of restricted shares granted for the first time are as follows:
Performance assessment objective a performance assessment objective B in the attribution period
Company level attribution coefficient 100% company level attribution coefficient 80%
In the first vesting period, the net profit in 2021 shall not be less than 120 million yuan, and the net profit in 2021 shall not be less than 108 million yuan
In the second vesting period, the net profit in 2022 shall not be less than 150 million yuan, and the net profit in 2022 shall not be less than 135 million yuan
In the third vesting period, the net profit in 2023 shall not be less than 187.5 million yuan, and the net profit in 2023 shall not be less than 168.75 million yuan
Note: the above net profit refers to the net profit attributable to the owner of the parent company.
The performance evaluation objectives of restricted shares reserved for grant every other year are as follows:
1. If the restricted shares reserved for grant are granted in 2021, the performance assessment objectives of the assessment year and each year are the same as those of the first grant;
2. If the restricted shares reserved for grant are granted in 2022, the attribution assessment year is two fiscal years from 2022 to 2023, and the performance assessment objectives of each year are as follows:
Performance assessment objective a performance assessment objective B in the attribution period
Company level attribution coefficient 100% company level attribution coefficient 80%
In the first vesting period, the net profit in 2022 shall not be less than 150 million yuan, and the net profit in 2022 shall not be less than 135 million yuan
In the second vesting period, the net profit in 2023 shall not be less than 187.5 million yuan, and the net profit in 2023 shall not be less than 168.75 million yuan
Note: refers to the net profit attributable to the parent company.
During the vesting period, the company shall handle stock registration for incentive objects that meet the vesting conditions. If the performance level of the company in the current period fails to meet the 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.
(V) meet the performance appraisal requirements of the incentive object at the individual level
The individual assessment of the incentive object shall be implemented according to the relevant internal performance assessment system of the company, and the actual number of shares shall be determined according to the assessment results of the incentive object. The comprehensive scores of incentive objects are divided into five grades: A, B, C, D and e. the corresponding attribution is as follows:
Assessment grade a b c d e
Personal ownership ratio 100% 85% 70% 50% 0
On the premise that the company’s performance target reaches above B (inclusive), the number of restricted shares actually owned by the incentive object in the current year = the number planned to be owned by the individual in the current year × Personal attribution coefficient × Company level attribution coefficient.
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. 3、 Relevant approval procedures for 2021 restricted stock incentive plan
1. On February 4, 2021, the company held the seventh meeting of the second board of directors, deliberated and adopted the proposal on Beijing Scitop Bio-Tech Co.Ltd(300858) 2021 restricted stock incentive plan (Draft) and its summary, the proposal on formulating Beijing Scitop Bio-Tech Co.Ltd(300858) 2021 restricted stock incentive plan implementation assessment management measures, and the proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle 2
