Securities code: Aier Eye Hospital Group Co.Ltd(300015) securities abbreviation: Aier Eye Hospital Group Co.Ltd(300015) Announcement No.: 2022044 Aier Eye Hospital Group Co.Ltd(300015)
Announcement on the completion of the grant of reserved restricted shares
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
Upon examination and confirmation by Shenzhen Stock Exchange and Shenzhen Branch of China Securities Depository and Clearing Corporation Limited, Aier Eye Hospital Group Co.Ltd(300015) (hereinafter referred to as "the company") has completed the registration of the grant of reserved restricted shares involved in the company's 2021 restricted stock incentive plan (Draft), and the relevant matters are hereby announced as follows: I. The grant of restricted shares
1. Grant date: March 25, 2022.
2. Number of shares granted: 1555894300 shares, accounting for 0.29% of the total share capital of the company.
3. The total number of incentive objects (including 1146 employees of the company's core management plan) granted in the announcement of the incentive plan, including 1146 employees of the company's core management plan.
4. Grant price: 20.71 yuan / share.
5. Stock source: the company issues A-share common stock to the incentive object.
6. The validity period of the incentive plan, the sales restriction period and the arrangement for lifting the sales restriction:
(1) Validity period of this incentive plan
The validity period of this incentive plan shall be no more than 78 months from the date when the registration of the first grant of restricted shares is completed to the date when all the restricted shares granted to the incentive object are lifted or repurchased and cancelled.
(2) The restriction period and lifting arrangement of the incentive plan
The restricted sale period of restricted shares reserved and granted in this incentive plan is from the date of completion of registration of reserved and granted restricted shares
12 months, 24 months, 36 months and 48 months. The restricted shares granted to the incentive object under this incentive plan shall not be transferred, used for guarantee or debt repayment before the restriction is lifted. The restricted shares granted to the incentive object, the shares obtained due to the conversion of capital reserve into share capital, stock dividend and stock subdivision, shall be restricted at the same time, and shall not be sold in the secondary market or transferred in other ways. The release period of such shares is the same as that of restricted shares.
After the expiration of the restriction, the company will handle the lifting of the restriction for the incentive objects who meet the conditions for lifting the restriction. The restricted shares held by the incentive objects who do not meet the conditions for lifting the restriction will be repurchased and cancelled by the company according to the principles specified in this incentive plan.
The release period of restricted shares reserved in the incentive plan and the release schedule of each period are shown in the table below:
Lifting of restrictions on sales arrangement lifting of restrictions on sales time lifting of restrictions on sales proportion
The first one starts from the first trading day 12 months after the completion of reservation grant registration
25% of the last transaction within 24 months from the date of lifting the sales restriction period to the completion of reservation grant registration
End of the day
The second period starts from the first trading day 24 months after the completion of reservation grant registration
25% of the last transaction within 36 months from the date of lifting the sales restriction period to the completion of reservation grant registration
End of the day
The third period starts from the first trading day 36 months after the completion of reservation grant registration
25% of the last transaction within 48 months from the date of lifting the sales restriction period to the completion of reservation grant registration
End of the day
The fourth is from the first trading day 48 months after the completion of reservation grant registration
25% of the last transaction within 60 months from the date of lifting the sales restriction period to the completion of reservation grant registration
End of the day
For the restricted shares that have not applied for lifting the restriction within the above agreed period or cannot apply for lifting the restriction due to failing to meet the conditions for lifting the restriction, the company will repurchase and cancel the restricted shares granted to the incentive object but not lifted according to the principles specified in this incentive plan.
(3) Additional restricted period
The holders of all restricted shares (including those who obtain shares through non trading transfer) shall not transfer the restricted shares that have met the conditions for lifting the restrictions in any form to any third party within 6 months from the expiration of each batch of restricted shares.
After the expiration of the lock up period, all holders of restricted shares (including those who obtain shares through non trading transfer) shall uniformly handle the lifting of the restrictions on the sale of each batch of restricted shares that meet the conditions for lifting the restrictions.
For the avoidance of doubt, the change of the incentive object that meets the conditions for lifting the restrictions during the lock up period will not affect the company's handling of the lifting of the restrictions on the current batch of restricted shares that meet the conditions for lifting the restrictions for the incentive object after the expiration of the lock up period. (4) Company level performance assessment requirements
The assessment year for the release of restricted shares reserved for grant in the incentive plan is four fiscal years from 2022 to 2025. The assessment is conducted once every fiscal year, and the performance assessment objectives of the company in each year are shown in the table below:
Performance assessment objectives during the lifting of sales restrictions
The first period of lifting the restrictions on sales is based on the net profit in 2020, and the growth rate of net profit in 2022 will not be less than 40%;
The second period of lifting the restrictions on sales is based on the net profit in 2020, and the growth rate of net profit in 2023 shall not be less than 60%;
The third period of lifting the restrictions on sales is based on the net profit in 2020, and the net profit growth rate in 2024 shall not be less than 80%;
The fourth period of lifting the restrictions on sales is based on the net profit in 2020, and the net profit growth rate in 2025 will not be less than 100%;
Note: the above "net profit" index is based on the net profit attributable to the shareholders of the listed company in the audited consolidated income statement after excluding the impact of share based payment expenses arising from the implementation of this and other incentive plans.
If the current conditions for the release of restricted shares are met, the restricted shares granted to the incentive object will be released in accordance with the provisions of this incentive plan. If the conditions for lifting the restrictions on sales in the current period are not met, the company will repurchase part of the restricted shares that can be lifted in the current period at the grant price in accordance with the provisions of this incentive plan and cancel them.
(5) Performance appraisal requirements at individual level
In each year within the validity of the incentive plan, all incentive objects shall be assessed. At present, there are five grades of individual performance appraisal results: S / A / B / C / d.
If the individual performance appraisal result of the incentive object in the previous year is s / A / B, the individual performance of the incentive object in the previous year is "appraisal standard"; If the individual performance appraisal result of the incentive object in the previous year is C / D, the individual performance of the incentive object in the previous year is "unqualified".
If the incentive object is "up to standard" in the assessment, the restricted shares granted to the incentive object can be lifted in batches according to the proportion specified in the incentive plan. If the incentive object fails to meet the assessment, the company will cancel the restricted stock granted to the incentive object in accordance with the provisions of the plan, and the restricted stock that can be lifted in the current period will be repurchased and cancelled by the company according to the grant price.
7. List of incentive objects and awards:
The proportion of the number of restricted shares granted by the position in the total number of granted rights and interests in the public on the announcement date of this incentive plan
(10000 shares) proportion of total share capital of the company
Middle management and core bone 15558943 100% 0.29%
Dry (1146 persons)
Total (1146 persons) 15558943 100% 0.29%
Note: 1. 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 on the date of announcement of the draft incentive plan and its summary. The total number of subject shares involved in all effective incentive plans of the company shall not exceed 20% of the total share capital of the company when the equity incentive plan is submitted to the general meeting of shareholders.
2. The incentive objects granted this time do not include independent directors, supervisors, shareholders or actual controllers who individually or jointly hold more than 5% of the shares of the company and their spouses, parents and children.
3. The difference in mantissa between the sum of the above total data and each detailed number is caused by rounding.
2、 Capital verification of share subscription funds granted
Zhongshen Zhonghuan Certified Public Accountants (special general partnership) issued a capital verification report (zhyz (2022) 0110024) on April 19, 2022 to verify the newly increased registered capital and share capital of the company as of April 18, 2022. The verification results are as follows: as of April 18, 2022, Your company has received a total of 32222570953 yuan of 15558943 exercise shares paid by 1146 incentive objects, including 15558943 yuan of share capital and 30666676653 yuan of capital reserve. As of April 18, 2022, the accumulated registered capital after the change is RMB 5421666798, and the share capital is RMB
5421666798 yuan.
3、 Listing date of shares granted
The grant date of this restricted stock incentive plan is March 25, 2022, and the listing date of the granted shares is
May 6, 2022.
4、 Statement of changes in share capital structure
Unit: shares
Before and after this change
Share type
Increase in quantity proportion and decrease in quantity proportion I. sales restrictions
Tradable shares / 94889933517.55% 1555894396445827817.79% non tradable shares
1. Senior management lock up 79148676314.64% 79148676314.60%
2. Limited to 951768001.76% shares after the initial public offering
3. Equity incentive 622357721.15% 15558943777947151.43% restricted shares
2、 Unlimited sale of 445720852082.45% 445720852082.21% tradable shares
3、 Total share capital 5406107855100% 155589435421666798100%
After the completion of this restricted stock grant, the equity distribution of the company still meets the listing conditions. 5、 Income dilution
After the grant of restricted shares, the company's earnings per share in 2021 is 0.41 yuan based on the dilution of 5421666798 new shares. 6、 Purpose of the funds raised by the company by issuing additional restricted shares
All the funds raised by the issuance of restricted shares will be used to supplement the working capital of the company. 7、 Changes in shareholding ratio of controlling shareholders and actual controllers of the company
After the grant of restricted shares, the total number of shares of the company increased from 5406107855 to 5421666798, and the shareholding ratio of the controlling shareholder and actual controller of the company changed, as follows:
Before and after the completion of this restricted stock grant
Name of shareholder
Proportion of number of shares (shares) in total share capital proportion of number of shares in total share capital
Aier medical investment collection 189602103935.07% 189602103934.97%
Group Co., Ltd
Chen bang 85483547415.81% 85483547415.77%
Note: Chen Bang holds 79.99% equity of Aier Medical Investment Group Co., Ltd.
The grant of restricted shares will not lead to changes in the controlling shareholders and actual controllers of the company.
It is hereby announced.
Aier Eye Hospital Group Co.Ltd(300015) board of directors
