Securities code: 688058 securities abbreviation: Beijing Baolande Software Corporation(688058) Announcement No.: 2022-006
Beijing Baolande Software Corporation(688058)
Announcement on granting restricted shares to incentive objects for the first time
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 the announcement, and bear legal liabilities for the authenticity, accuracy and completeness of the contents according to law.
Important content tips:
First grant date of restricted shares: January 12, 2022
Number of restricted shares granted for the first time: 640000 shares, accounting for 1.60% of the current total share capital of the company of 40 million shares
Equity incentive method: the second type of restricted stock
The company’s conditions for granting restricted shares in 2021 stipulated in the Beijing Baolande Software Corporation(688058) 2021 restricted stock incentive plan (Draft) (hereinafter referred to as the “incentive plan”) have been fulfilled. According to the authorization of the first extraordinary general meeting of shareholders in 2022 of Beijing Baolande Software Corporation(688058) (hereinafter referred to as the “company”), the company held the seventh meeting of the third board of directors on January 12, 2022 At the sixth meeting of the third session of the board of supervisors, the proposal on granting restricted shares to incentive objects for the first time was deliberated and adopted. It was determined that January 12, 2022 was the first grant date, and 640000 restricted shares were granted to 76 incentive objects at the grant price of 50.00 yuan / share. The relevant matters are described as follows:
1、 Restricted stock grants
(I) decision making procedures and information disclosure performed in this restricted stock grant
1. On December 24, 2021, the company held the sixth meeting of the third board of directors, deliberated and adopted the proposal on the company’s restricted stock incentive plan in 2021 (Draft) and its summary The proposal on the management measures for the implementation and assessment of the company’s restricted stock 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 the company’s restricted stock incentive plan in 2021, etc. The independent directors of the company have expressed independent opinions on the relevant proposals of the incentive plan.
On the same day, the company held the fifth meeting of the third session of the board of supervisors, deliberated and adopted the proposal on the company’s restricted stock incentive plan in 2021 (Draft) and its summary, the proposal on the company’s assessment and management measures for the implementation of the restricted stock incentive plan in 2021, and the proposal on verifying the list of incentive objects of the company’s restricted stock incentive plan in 2021, The board of supervisors of the company verified the relevant matters of the incentive plan and issued relevant verification opinions.
2. On December 25, 2021, the company posted on the website of Shanghai Stock Exchange (www.sse. Com. CN.) Disclosed the notice of Beijing Baolande Software Corporation(688058) on convening the first extraordinary general meeting of shareholders in 2022 (Announcement No.: 2021-071), and deliberated on the proposals related to the restricted stock incentive plan in 2021. On the same day, the announcement on Beijing Baolande Software Corporation(688058) public solicitation of entrusted voting rights by independent directors (Announcement No.: 2021-070) was disclosed. According to the entrustment of other independent directors of the company, Mr. Zhang Wei, as the collector, solicited voting rights from all shareholders of the company on the proposals related to the company’s 2021 restricted stock incentive plan deliberated at the first extraordinary general meeting in 2022.
3. From December 25, 2021 to January 3, 2022, the company publicized the list of incentive objects granted for the first time in 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 January 5, 2022, the company posted on the website of Shanghai Stock Exchange (www.sse. Com. CN.) Disclosed the Beijing Baolande Software Corporation(688058) board of supervisors’ review opinions and publicity statement on the list of incentive objects of the company’s restricted stock incentive plan in 2021 (Announcement No.: 2022-001).
4. On January 12, 2022, the company held the first extraordinary general meeting of shareholders in 2022, deliberated and adopted the proposal on the company’s restricted stock incentive plan in 2021 (Draft) and its summary The proposal on the management measures for the implementation and assessment of the company’s restricted stock 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 the company’s restricted stock incentive plan in 2021 were posted on the website of Shanghai Stock Exchange (www.sse. Com. CN) on January 13, 2022 Disclosed the Beijing Baolande Software Corporation(688058) self inspection report on the trading of company shares by insiders and incentive objects of the restricted stock incentive plan in 2021 (Announcement No.: 2022-002).
5. On January 12, 2022, the company held the 7th Meeting of the 3rd board of directors and the 6th meeting of the 3rd board of supervisors, deliberated and adopted the proposal on granting restricted shares to incentive objects for the first time. The independent directors of the company expressed their independent opinions on this matter and believed that the grant conditions had been met, the subject qualification of the incentive object was legal and effective, and the determined grant date met the relevant provisions. The board of supervisors verified the list of incentive objects on the grant date and issued verification opinions.
(II) differences between the equity incentive plan implemented this time and the equity incentive plan approved by the general meeting of shareholders
The content of this grant is consistent with the relevant content of the incentive plan deliberated and approved by the company’s first extraordinary general meeting in 2022.
(III) explanation of the board of directors on meeting the grant conditions, and clear opinions issued by the independent directors and the board of supervisors
1. Relevant explanations of the board of directors on whether the grant meets the conditions
According to the provisions of the incentive plan, when the following grant conditions are met at the same time, the company will grant restricted shares to the incentive object. On the contrary, if any of the following grant conditions are not met, restricted shares cannot be granted to the incentive object.
(1) The company is not under any of the following circumstances:
① An audit report with a negative opinion or unable to express an opinion on the financial and accounting report of the most recent fiscal year issued by a certified public accountant;
② The internal control of the financial 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;
③ Failure to distribute profits in accordance with laws and regulations, the 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) The incentive object does not have any of the following situations:
① Being identified as inappropriate by the stock exchange within the last 12 months;
② It has been identified as an inappropriate candidate by the CSRC and its dispatched offices within the last 12 months;
③ Being administratively punished by the CSRC and its dispatched offices or taking market entry prohibition measures for major violations of laws and regulations within the last 12 months;
④ Those who are not allowed to serve as senior managers of the company as stipulated in the company law of the people’s Republic of China; ⑤ Those who are not allowed to participate in equity incentive of listed companies according to laws and regulations;
⑥ Other circumstances recognized by the CSRC.
After careful verification, the board of directors of the company determines that neither the company nor the incentive object has any of the above circumstances, nor other circumstances that cannot be granted or become the incentive object, and the granting conditions of the incentive plan have been met.
2. Relevant explanations of the board of supervisors on whether the grant meets the conditions
(1) The company is not prohibited from implementing the equity incentive plan as stipulated in the administrative measures for equity incentive of listed companies (hereinafter referred to as the “administrative measures”) and other laws, regulations and normative documents, and the company has the subject qualification to implement the equity incentive plan; The incentive objects of the incentive plan have the qualifications specified in the company law of the people’s Republic of China and other laws, regulations and normative documents, meet the incentive object conditions specified in the administrative measures and the Listing Rules of science and Innovation Board of Shanghai Stock Exchange, and meet the scope of incentive objects specified in the company’s 2021 restricted stock incentive plan (Draft) and its summary, Its subject qualification as the incentive object of the company’s restricted stock incentive plan in 2021 is legal and effective.
(2) The company determines that the first grant date of the incentive plan complies with the relevant provisions on the grant date in the administrative measures and the company’s restricted stock incentive plan for 2021 (Draft) and its summary.
Therefore, the board of supervisors agreed that the first grant date of the company’s restricted stock incentive plan was January 12, 2022, and agreed to grant 640000 restricted shares to 76 incentive objects at the grant price of 50.00 yuan / share.
3. Relevant explanations of independent directors on whether the grant meets the conditions
(1) According to the authorization of the company’s first extraordinary general meeting in 2022, the board of directors determined that the first grant date of the company’s incentive plan was January 12, 2022, which was in line with the administrative measures and other laws and regulations and the relevant provisions on the grant date in the company’s restricted stock incentive plan in 2021 (Draft). (2) It is not found that the company is prohibited from implementing the equity incentive plan as stipulated in the management measures and other laws, regulations and normative documents, and the company has the subject qualification to implement the equity incentive plan.
(3) The incentive objects granted with restricted shares determined by the company comply with the relevant laws and regulations and the provisions on the qualification of the equity incentive plan in the Beijing Baolande Software Corporation(688058) articles of association, the incentive object conditions specified in the management measures and the scope of incentive objects specified in the incentive plan, Its subject qualification as the incentive object of the company’s restricted stock incentive plan in 2021 is legal and effective.
(4) The implementation of the incentive plan by the company is conducive to further improving the corporate governance structure, establishing and improving the incentive and restraint mechanism of the company, enhancing the sense of responsibility and mission of the company’s management team and key personnel to realize the sustainable and healthy development of the company, and is conducive to the sustainable development of the company without damaging the interests of the company and all shareholders.
In conclusion, it is agreed that the first grant date of the company’s incentive plan is January 12, 2022, and it is agreed to grant 640000 restricted shares to 76 incentive objects at the grant price of 50.00 yuan / share.
(IV) specific conditions of the first grant
1. First grant date: January 12, 2022.
2. Number of First grants: 640000 shares, accounting for 1.60% of the current total share capital of the company of 40 million shares. 3. Number of First grants: 76.
4. Initial grant price: 50.00 yuan / share.
5. Stock source: the company issues A-share common stock to the incentive object.
6. Validity period, vesting period and vesting arrangement of incentive plan
(1) The validity period of the incentive plan shall be no more than 60 months from the date of the first grant of restricted shares to the date when all the restricted shares granted to the incentive object are vested or invalid.
(2) 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, but shall not be vested 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 stipulated by CSRC and Shanghai Stock Exchange.
The above “major events” refer to the transactions or other major events that the company shall disclose in accordance with the Listing Rules of science and Innovation Board of Shanghai Stock Exchange.
The vesting period and vesting arrangement of restricted shares granted for the first time in the incentive plan are as follows:
The proportion of the number of vested interests in the total amount of interests granted for the first time
The restrictive of the first grant shall be from the first trading day after 12 months from the date of the first grant to the first 30%
The last trading day within 24 months from the date of grant of the first vesting period
The restrictive of the first grant shall be from the first trading day after 24 months from the date of the first grant to the first 40%
The last trading day within 36 months from the date of grant of the second vesting period
The restrictive of the first grant shall be from the first trading day after 36 months from the date of the first grant to the first 30%
The last trading day within 48 months from the date of grant of the third vesting period
7. List of incentive objects and Awards
Restricted shares granted in proportion to restricted shares granted in proportion to the total number of shares (shares) on the date of announcement
1、 Directors, senior managers and core technicians
1. Director and financial director of nazhonghong China 48000 6.00% 0.12%
2 Zhang Jianhui, deputy general manager of China and Secretary of the board of directors 24000 3.00% 0.06% letter
3 Li Hongwei, deputy general manager of China, core technology 10053 1.26% 0.03%
