Securities code: 002432 securities abbreviation: Andon Health Co.Ltd(002432) Announcement No.: 2022-010
Announcement on the completion of grant registration of stock option incentive plan
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, and shall be jointly and severally liable for false records, misleading statements or major omissions in the announcement.
In accordance with the relevant provisions of the measures for the administration of equity incentive of listed companies and the stock option incentive plan for 2021 (the second revision of the draft), after examination and confirmation by Shenzhen Stock Exchange and Shenzhen Branch of China Securities Depository and Clearing Co., Ltd., Andon Health Co.Ltd(002432) (hereinafter referred to as “the company”) has completed the grant registration of the stock option incentive plan for 2021, Option abbreviation: Jiu\’An jlc2, option Code: 037205. The relevant information is hereby announced as follows:
1、 Decision making procedures and information disclosure performed
1. On October 28, 2021, the 20th meeting of the 5th board of directors and the 5th meeting of the 5th board of supervisors were held
At the 17th meeting, the proposal on the company’s 2021 stock option incentive plan (Draft) and its summary, the proposal on the company’s assessment and management measures for the implementation of 2021 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 considered and adopted. The independent directors of the company expressed their independent opinions on the above-mentioned relevant proposals, and BOC law firm issued corresponding legal opinions. See http / / www.cninfo.com for details（ http://www.cn.info.com.cn. ）Relevant announcement on October 29, 2021.
2. The company has internally publicized the names and positions of the incentive objects granted by the incentive plan
The time shown is from October 29, 2021 to November 11, 2021. As of November 11, 2021,
The board of supervisors of the company has not received any objection from any employee to the proposed incentive object. See tide for details
Information network（ http://www.cn.info.com.cn. ）Relevant announcement on November 12, 2021.
3. On November 17, 2021, the company held the first extraordinary general meeting of shareholders in 2021, which was reviewed and approved
The proposal on the company’s 2021 stock option incentive plan (Draft) and its summary, the proposal on the company’s assessment management measures for the implementation of the 2021 stock option incentive plan, the proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive, and other relevant proposals, On November 18, 2021, the company disclosed the insider of stock option incentive plan in 2021 and the trading company of incentive objects
Self inspection report on the stock situation of the company (Announcement No.: 2021-089).
4. On December 9, 2021, the 21st Meeting of the 5th board of directors and the 18th meeting of the 5th board of supervisors deliberated and adopted the proposal on the company’s stock option incentive plan in 2021 (the second revision of the draft) and its summary, and the proposal on the company’s measures for the implementation and assessment of the stock option incentive plan in 2021 (the revision) Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive and other relevant proposals. The independent directors of the company expressed their independent opinions on the above-mentioned relevant proposals, and BOC law firm issued corresponding legal opinions. See http / / www.cninfo.com for details
（ http://www.cn.info.com.cn. ）Relevant announcement on December 10, 2021.
5. On December 27, 2021, the company held the second extraordinary general meeting of shareholders in 2021, deliberated and approved the proposal on the company’s stock option incentive plan in 2021 (the second revision of the draft) and its summary, and the proposal on the company’s measures for the implementation and assessment of the stock option incentive plan in 2021 (the revision) Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive and other relevant proposals. 6. On January 4, 2022, the company held the 22nd Meeting of the 5th board of directors and the 19th meeting of the 5th board of supervisors to consider and approve the proposal on adjusting the list of incentive objects and the number of stock options in 2021 stock option incentive plan and the proposal on granting stock options to incentive objects in 2021 stock option incentive plan, The independent directors of the company expressed independent opinions, the board of supervisors issued verification opinions on the adjustment and grant of stock options, and Beijing BOC law firm issued corresponding legal opinions. For details, please refer to China Securities Journal, securities times and cninfo.com on January 5, 2022
(www.cn.info.com.cn.） Relevant announcements.
2、 Stock option grant
(1) Authorization date: January 4, 2022
(2) Number of awards: 7.37 million
(3) Number of persons granted: 353
(4) Exercise price: the exercise price of the stock option granted this time is 6.49 yuan / share
(5) Stock source: the company issues A-share common stock to the incentive object
(6) Validity period, vesting date and exercise arrangement of the incentive plan:
The incentive plan is valid from the date of grant of stock options to all stock options granted to the incentive object
Up to 64 months from the date of exercise or cancellation.
After the adoption of the incentive plan, the stock options granted shall be granted after 16 months from the date of completion of authorization registration
You can start exercising. The exercisable date must be a trading day and shall not be the following inter district days:
1) If the announcement date of the company’s periodic report is delayed due to special reasons within 30 days before the announcement of the company’s periodic report, it shall start from
From 30 days before the original appointment announcement to the day before the announcement;
2) Ten days before the announcement of the company’s performance forecast and performance express;
3) Since major events that may have a great impact on the trading price of the company’s shares and their derivatives
From the date of birth or the date of entering the decision-making procedure to two trading days after disclosure according to law;
4) Other periods prescribed by the CSRC and Shenzhen Stock Exchange.
The option exercise period and the exercise schedule of each period are shown in the table:
Exercise arrangement exercise time exercise proportion
The first exercise of stock options shall be from the first trading day 16 months after the grant date to 28 months after the grant date
25% as of the last trading day in the period month
The second exercise of stock options shall be from the first trading day 28 months after the grant date to 40 months after the grant date
25% as of the last trading day in the period month
The third exercise of stock options shall be from the first trading day after 40 months from the grant date to 52 months from the grant date
25% as of the last trading day in the period month
The fourth exercise of stock options shall be from the first trading day 52 months after the grant date to 64 months after the grant date
25% as of the last trading day in the period month
(7) Exercise conditions of stock options
1) Company level performance assessment requirements
The stock options granted by the incentive plan shall be subject to annual performance evaluation and exercised to achieve performance evaluation
As the exercise condition of the incentive object, the annual performance evaluation objectives are shown in the table below:
Performance assessment objectives during exercise period
The first exercise period is based on the company’s operating revenue in 2019, and the growth rate of operating revenue in 2022 will not be less than 40%.
The second exercise period is based on the company’s operating revenue in 2019, and the growth rate of operating revenue in 2023 shall not be less than 70%.
The third exercise period is based on the company’s operating revenue in 2019, and the growth rate of operating revenue in 2024 shall not be less than 80%.
The fourth exercise period is based on the company’s operating revenue in 2019, and the growth rate of operating revenue in 2025 shall not be less than 90%.
Note: if the company fails to meet the above performance assessment objectives, the stock options of all incentive objects corresponding to the exercisable rights in the assessment year shall be cancelled
It shall not exercise its rights and shall be cancelled by the company.
2) Performance appraisal requirements at individual level
According to the management measures for the implementation and assessment of stock option incentive plan formulated by the company, the remuneration and assessment committee
The comprehensive evaluation of the incentive object in each assessment year will be scored and scored according to the individual score of the incentive object
Confirm the exercise proportion, and the actual number of individual exercisable rights in the current year = the individual granted share × Individual plan exercise in the current year
proportion. If the individual performance appraisal result of the incentive object in the previous year is a / B / C, the incentive object can
The proportion specified in the incentive plan shall be exercised in batches, and the part not exercised shall be uniformly cancelled by the company; If the incentive object last year
If the individual performance appraisal result is D, the individual performance appraisal of the incentive object in the previous year is “unqualified”, and the public
The company will cancel the current exercise limit of the incentive object in accordance with the provisions of the incentive plan, and the option share will be unified by the company
(I) cancellation.
A B C D
Grade excellent good qualified unqualified
Exercise proportion 100% 80% 60% 0
(8) List of incentive objects and Awards
Name: the period of stock granted by the position accounts for the period of stock granted this time
Number of rights (10000 copies) proportion of total rights total share capital on the reporting date
Proportion of
Wang Yong, director and Deputy General Manager
Management 7.5 1.02% 0.0156%
Cong Ming, deputy general manager 7.5 1.02% 0.0156%
Sun Zhe, chief financial officer 2.5 0.34% 0.0052%
Wu Tong, Secretary of the board of directors 2.5 0.34% 0.0052%
Manager / Director 282.5 38.33% 0.5869%
Core staff 110 14.92% 0.2285%
Key employees 249.5 33.85% 0.5183%
Outstanding employees 75 10.18% 0.1558%
Total 737 100% 1.5310%
*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 due to the rounding of the above percentage results.
The shares of the company granted by any of the above incentive objects through all effective equity incentive plans do not exceed 1% of the total share capital of the company. The total number of subject shares involved in all effective incentive plans of the company shall not exceed 10% of the total share capital of the company when the equity incentive plan is submitted to the general meeting of shareholders.
3、 Explanation on the consistency between the stock options granted to the incentive object and the company’s publicity in the early stage
The company was posted on cninfo.com on October 29, 2021（ http://www.cn.info.com.cn. ）And the company’s internal bulletin board publicized the list of incentive objects of 2021 stock option incentive plan. The total number of incentive objects was 354 and the total number of stock options granted was 7.385 million.
The company held the 22nd Meeting of the 5th board of directors and the 19th meeting of the 5th board of supervisors on January 4, 2022, The proposal on adjusting the list of granted objects and the number of stock options in the 2021 stock option incentive plan was reviewed and approved: one of the incentive objects determined in the company’s 2021 stock option incentive plan (second revision of the draft) no longer meets the conditions for becoming an incentive object due to resignation, The board of directors of the company adjusted the list of grant objects and the number of grants of the incentive plan according to the relevant authorization of the second extraordinary general meeting of shareholders in 2021. After adjustment, the incentive granted by this incentive plan
