Securities code: Doushen(Beijing) Education&Technology Inc(300010) securities abbreviation: Doushen(Beijing) Education&Technology Inc(300010) Announcement No.: 2022022
Doushen(Beijing) Education&Technology Inc(300010) Technology (Beijing) Co., Ltd
Announcement on Abolishing Some restricted shares that have been granted but not yet vested in the 2020 restricted stock incentive plan
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete,
There are no false records, misleading statements or major omissions.
Doushen(Beijing) Education&Technology Inc(300010) Technology (Beijing) Co., Ltd. (hereinafter referred to as “the company”) held the 7th Meeting of the 5th board of directors and the 4th meeting of the 5th board of supervisors on April 26, 2022, deliberated and adopted the proposal on Abolishing Some restricted shares granted but not yet vested in the 2020 restricted stock incentive plan. According to the measures for the administration of equity incentive of listed companies In accordance with the relevant provisions of the company’s 2020 restricted stock incentive plan (Draft), the measures for the administration of the implementation and assessment of the 2020 restricted stock incentive plan and the authorization of the company’s fifth extraordinary general meeting in 2020, due to the failure to meet the specified performance assessment indicators in 2021 and the resignation of some incentive objects, the board of directors decided to cancel the company’s 2020 restricted stock incentive plan, which has granted a total of 7.78 million restricted shares that have not yet been vested. Relevant matters are hereby announced as follows:
1、 Procedures performed for 2020 restricted stock incentive of the company
1. On October 23, 2020, the company held the 47th meeting of the Fourth Board of directors, deliberated and adopted the proposal on the company’s 2020 restricted stock incentive plan (Draft) and its summary, the proposal on the company’s measures for the assessment and management of the implementation of 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 2020 restricted stock incentive plan, The independent directors of the company have expressed their independent opinions on relevant proposals.
2. On October 23, 2020, the company held the 18th meeting of the 4th board of supervisors, deliberated and adopted the proposal on the company’s 2020 restricted stock incentive plan (Draft) and its summary, the proposal on the company’s measures for the implementation and assessment of the 2020 restricted stock incentive plan, and the proposal on verifying the verification opinions on the company’s list of incentive objects granted for the first time in the 2020 restricted stock incentive plan.
3. From October 26, 2020 to November 5, 2020, during the publicity period, employees and the public can report to the board of supervisors of the company in written or oral form. As of the expiration of the publicity period on November 5, 2020, the board of supervisors of the company has not received any objection. On November 6, 2020, the board of supervisors of the company disclosed the publicity and verification opinions of the board of supervisors on the list of incentive objects first granted by the company’s 2020 restricted stock incentive plan.
4. On November 9, 2020, the company held the fifth extraordinary general meeting of shareholders in 2020, deliberated and passed the proposal on the company’s 2020 restricted stock incentive plan (Draft) and its summary, the proposal on the company’s measures for the assessment and management of the implementation of 2020 restricted stock incentive plan, and the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to 2020 restricted stock incentive plan, It also disclosed the self inspection report on the trading of company shares by insiders and incentive objects of the 2020 restricted stock incentive plan.
5. On November 12, 2020, the company held the 49th meeting of the Fourth Board of directors, deliberated and passed the proposal on the first grant of restricted shares to incentive objects, and agreed to determine November 12, 2020 as the first grant date, grant 16.95 million restricted shares to 70 incentive objects, and the grant price is 9.15 yuan per share. The independent directors of the company expressed their independent opinions on the grant.
6. On November 12, 2020, the company held the 20th meeting of the Fourth Board of supervisors, deliberated and passed the proposal on the first grant of restricted shares to incentive objects, and agreed to determine November 12, 2020 as the first grant date, grant 16.95 million restricted shares to 70 incentive objects, and the grant price is 9.15 yuan per share. 2、 Details of the cancellation of restricted shares this time
1. In view of the resignation of 30 incentive objects in the company’s 2020 restricted stock incentive plan, according to the relevant provisions of the company’s 2020 restricted stock incentive plan (Draft), the above-mentioned personnel are no longer qualified as incentive objects, and the 3.85 million restricted shares granted but not yet vested shall not be vested and shall be invalidated by the company. 2. According to the company’s “2020 restricted stock incentive plan (Draft)” and “2020 restricted stock incentive plan implementation assessment management measures”, if the performance assessment at the company level fails to meet the standard, all the restricted shares of all incentive objects corresponding to the assessment plan in the current year will be cancelled and invalid.
The vesting assessment year of the restricted shares granted by the incentive plan is three fiscal years from 2021 to 2023, and the assessment is conducted once in each fiscal year. The performance assessment objectives and ownership proportion are arranged as follows:
Performance assessment objectives in the attribution period
The first vesting period is based on the future performance of Chinese in 2019, and the future growth rate of operating revenue of Chinese in 2021 is not high
The second vesting period is based on the future performance of Chinese in 2019, and the future operating revenue growth rate of Chinese in 2022 will not be less than 200%;
The third vesting period is based on the future performance of Chinese in 2019, and the future operating revenue growth rate of Chinese in 2023 will not be less than 350%.
According to the company’s 2021 annual report, the company did not meet the performance assessment objectives in 2021, and the attribution conditions in the first attribution period were not achieved. Excluding the 1155000 restricted shares that should be attributed to 30 resignation incentive objects in the first period, 3.93 million restricted shares should be cancelled in the first period.
In conclusion, the board of directors decided to cancel 7.78 million restricted shares that have been granted but not yet vested.
3、 The impact of the cancellation of some restricted shares on the company
The implementation of the stock incentive plan will not affect the company’s operating performance and the financial stability of the company, and will not affect the implementation of the stock incentive plan. 4、 Opinions of the board of supervisors
After verification, some of the company’s restricted shares cancelled this time comply with relevant laws and regulations and the company’s 2020 restricted stock incentive plan (Draft) and other relevant provisions, will not have a material impact on the company’s financial status and operating results, and will not damage the interests of the company’s shareholders. The board of supervisors agreed to cancel some restricted shares of the company this time.
5、 Opinions of independent directors
After verification, some of the cancelled restricted shares comply with the relevant provisions of the 2020 restricted stock incentive plan (Draft) and the measures for the administration of the implementation and assessment of the 2020 restricted stock incentive plan, have fulfilled the necessary procedures, will not have a substantive impact on the company’s financial status and operating results, and will not damage the interests of the company and all shareholders, especially small and medium-sized shareholders.
During the deliberation of the proposal by the board of directors of the company, the affiliated directors Mr. Dou Xin, Mr. Wang Hui, Mr. Liu Hui, Ms. Zhang Ying, Mr. Zhao Boqi and Mr. Zhu Yate have avoided voting according to relevant regulations, and the deliberation procedure is legal and compliant. All independent directors unanimously agreed to cancel some restricted shares of the company this time.
6、 Legal opinion
Beijing Jindu (Nanjing) law firm believes that as of the date of issuance of this legal opinion, the company has performed the necessary approval and authorization for the relevant matters cancelled at this stage, which is in line with the relevant provisions of the measures for the administration of equity incentive of listed companies and the 2020 restricted stock incentive plan (Draft) of Doushen(Beijing) Education&Technology Inc(300010) Technology (Beijing) Co., Ltd; The reason and quantity of this cancellation comply with the relevant provisions of the measures for the administration of equity incentive of listed companies and the 2020 restricted stock incentive plan (Draft) of Doushen(Beijing) Education&Technology Inc(300010) Technology (Beijing) Co., Ltd.
7、 Documents for future reference
1. Resolutions of the 7th Meeting of the 5th board of directors;
2. Resolutions of the 4th meeting of the 5th board of supervisors;
3. Independent opinions of independent directors on matters related to the seventh meeting of the Fifth Board of directors;
4. Legal opinion of Beijing Jindu (Nanjing) law firm on the cancellation of some restricted shares that have been granted but not yet vested in the 2020 restricted stock incentive plan of Doushen(Beijing) Education&Technology Inc(300010) Technology (Beijing) Co., Ltd.
It is hereby announced.
Doushen(Beijing) Education&Technology Inc(300010) Technology (Beijing) Co., Ltd. board of directors April 27, 2022
