Securities code: Hitevision Co.Ltd(002955) securities abbreviation: Hitevision Co.Ltd(002955) Announcement No.: 2022044 Hitevision Co.Ltd(002955)
Announcement on granting stock options to incentive objects for the first time
The company and all members of the board of supervisors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Important content tips:
1. First authorization date of stock option: May 18, 2022;
2. Number of stock options granted for the first time: 4893300;
3. Exercise price of stock option: 17.08 yuan / share.
Hitevision Co.Ltd(002955) (hereinafter referred to as "the company") held the 13th meeting of the second board of directors and the 9th meeting of the second board of supervisors on May 18, 2022, deliberated and adopted the proposal on granting stock options to incentive objects for the first time. According to the provisions of the company's 2022 stock option incentive plan (Draft) and the authorization of the 2021 annual general meeting of shareholders, The board of directors determined that the first authorization date of the company's 2022 stock option incentive plan (hereinafter referred to as "the incentive plan") was May 18, 2022, and 4.8933 million stock options were granted to 174 incentive objects for the first time. The relevant matters are explained as follows:
1、 Relevant approval procedures and brief description of the incentive plan
(I) relevant approval procedures of the incentive plan
1. On April 27, 2022, the company held the 12th meeting of the second board of directors, deliberated and adopted the proposal on the company's 2022 stock option incentive plan (Draft) and its summary, the proposal on the measures for the implementation and assessment of the company's 2022 stock option incentive plan, and the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to the stock option incentive plan. The independent directors of the company have expressed their independent opinions on the relevant proposals of the incentive plan, and the lawyer has issued a legal opinion. On the same day, the company issued the announcement of Hitevision Co.Ltd(002955) on public solicitation of entrusted voting rights by independent directors.
2. On April 27, 2022, the company held the 8th meeting of the second session of the board of supervisors, deliberated and approved the proposal on the company's 2022 stock option incentive plan (Draft) and its summary, the proposal on the measures for the implementation and assessment of the company's 2022 stock option incentive plan, and the proposal on verifying the list of incentive objects of the company's 2022 stock option incentive plan. And review the list of incentive objects, and believe that the subject qualification of relevant incentive objects as the incentive objects of the company's incentive plan is legal and effective.
3. From April 28, 2022 to May 7, 2022, the company publicized the list of incentive objects granted this time on the company's intranet. During the publicity period, the board of supervisors of the company did not receive any objection to the list of incentive objects proposed in the incentive plan. On May 10, 2022, the company disclosed the verification opinions and publicity statement of the board of supervisors on the list of some incentive objects granted by the company's stock option incentive plan for the first time in 2022.
4. On May 18, 2022, the company held the 2021 annual general meeting of shareholders, deliberated and passed the proposal on the company's 2022 stock option incentive plan (Draft) and its summary, the proposal on the measures for the implementation and assessment of the company's 2022 stock option incentive plan, and the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to the stock option incentive plan, It also disclosed the self inspection report on the trading of shares of the company by insiders with inside information of the stock option incentive plan in 2022.
5. On May 18, 2022, the company held the 13th meeting of the second board of directors and the 9th meeting of the second board of supervisors respectively, and deliberated and adopted the proposal on granting stock options to incentive objects for the first time. The independent directors of the company expressed their independent opinions and believed that the granting conditions had been met, the subject qualification of the incentive object was legal and effective, and the determined authorization date met the relevant provisions. The board of supervisors again verified the list of incentive objects granted stock options on the authorization date and issued verification opinions. The lawyer issued relevant legal opinions.
(II) brief description of the incentive plan
The company's 2022 stock option incentive plan (Draft) (hereinafter referred to as "incentive plan (Draft)") has been deliberated and approved by the company's 2021 annual general meeting of shareholders. The main contents of the incentive plan are as follows: 1 Stock source: the company issues A-share common stock to the incentive object
2. Incentive objects: a total of 174 incentive objects are granted for the first time in this incentive plan, including some directors, senior managers, core managers and core technical (business) personnel who served in the company (including subsidiaries within the scope of consolidated statements, the same below) when announcing this incentive plan.
3. Distribution of stock options of the incentive objects of the incentive plan
The proportion of stock options granted to the total share capital on the announcement date of the number of shares granted to the total number of options (10000) in the number of names and positions of the incentive plan
Directors and senior management
1 sun Xiaoqiang, director and general manager 30.00 5.45% 0.13%
2 long Xudong deputy general manager 30.00 5.45% 0.13%
3 deputy general manager of Cogen 26.00 4.73% 0.11%
4 Xia Liang, deputy general manager and Secretary of the board of directors 18.00 3.27% 0.08%
5 Xie Fang CFO 20.00 3.64% 0.09%
Other incentive objects
Core management personnel and core technical (business) personnel 365.33 66.42% 1.55%
(169 persons)
Reserved shares 60.67 11.03% 0.26%
Total 550100.00% 2.34%
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.
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. The proportion of reserved rights and interests shall not exceed 20% of the number of rights and interests to be granted in the incentive plan.
② The above incentive objects do not include independent directors and supervisors, shareholders or actual controllers who individually or jointly hold more than 5% of the company's shares and their spouses, parents and children.
③ The above percentage calculation results are rounded to two decimal places. If there is any difference in the mantissa between the sum of partial total and each detailed number, it is due to rounding.
4. Validity period, waiting period and exercise arrangement of the incentive plan
The validity period of the incentive plan shall be no more than 48 months from the date of authorization of the first stock option to the date of exercise or cancellation of all the stock options granted to the incentive object.
The stock options granted for the first time in the incentive plan are exercised in three times, and the corresponding waiting periods are 12 months, 24 months and 36 months respectively. If the stock options reserved for grant in the incentive plan are granted in 2022, the waiting period is the same as that of the first grant. If they are granted in 2023, they will be exercised in two times, and the corresponding waiting periods are 12 months and 24 months respectively. During the waiting period, the stock options granted to the incentive object shall not be transferred, used to guarantee or repay debts.
The incentive objects of the incentive plan can start exercising their rights after 12 months from each authorization date. The vesting date must be a trading day and may not be exercised during the following periods:
(1) Within 30 days before the announcement of the company's annual report and semi annual report, if the announcement date is delayed due to special reasons, it shall be calculated from 30 days before the original scheduled announcement date;
(2) Within 10 days before the announcement of the company's quarterly report, 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 the date of disclosure according to law;
(4) Other periods stipulated by the CSRC and Shenzhen Stock Exchange.
The exercise arrangement of stock options granted for the first time is shown in the table below:
Exercise arrangement exercise time exercise proportion
The first trading day after 12 months from the first authorization date
The last 30% within 24 months from the first exercise period to the first authorization date
End of trading day
The first trading day after 24 months from the first authorization date
The last 30% within 36 months from the second exercise period to the first authorization date
End of trading day
The first trading day after 36 months from the first authorization date
The last 40% within 48 months from the third exercise period to the first authorization date
End of trading day
If the reserved rights and interests are granted in 2022, the exercise arrangement of the reserved rights and interests is the same as that of the first grant; If the reserved rights and interests are granted in 2023, the exercise arrangement of each period of the reserved granted part is shown in the table below:
Exercise arrangement exercise time exercise proportion
The first exercise period is from the first trading day 12 months after the reserved authorization date to 50%
The last trading day within 24 months from the date of first authorization
The second exercise period is from the first trading day 24 months after the reserved authorization date to 50%
The last trading day within 36 months from the date of first authorization
During the above agreed period, the stock options that have not been fulfilled due to the exercise conditions shall not be exercised or deferred to the next exercise, and the company shall cancel the corresponding stock options of the incentive object according to the principles specified in this incentive plan. After the end of each exercise period of stock option, the current stock option of the incentive object that has not been exercised shall be terminated and the company will cancel it. 5. Assessment arrangement of the incentive plan
The incentive object shall meet the performance assessment requirements at the company level and individual level at the same time, and the stock options granted to it can be exercised.
(1) Company level performance assessment requirements
The exercise assessment year of the incentive plan is three fiscal years from 2022 to 2024. In each fiscal year of the exercise period, the performance assessment and exercise are carried out by year, so as to achieve the performance assessment goal at the company level as one of the exercise conditions of the incentive object. The annual performance assessment objectives for the exercise assessment of stock options granted for the first time are shown in the table below:
Performance appraisal objectives of exercise arrangement
In the first exercise period, the non net profit deducted from the consolidated statements of the company in 2022 shall not be less than 200 million;
In the second exercise period, the non net profit deducted from the consolidated statements of the company in 2023 shall not be less than 260 million;
In the third exercise period, the non net profit deducted from the consolidated statements of the company in 2024 shall not be less than 338 million;
Note: ① the above "deduction of non net profit from consolidated statements" is based on the data audited by the accounting firm hired by the company. ② The above performance assessment objectives do not constitute the company's performance prediction and substantive commitment to investors.
If the reserved part is granted in 2022, the performance assessment objectives of the reserved part of the exercise assessment year and the company level are the same as those granted for the first time; If the reserved part is granted in 2023, the exercise assessment year of the reserved part is two fiscal years from 2023 to 2024. The performance assessment objectives of each period of the reserved part at the company level are as follows:
Performance appraisal objectives of exercise arrangement
In the first exercise period, the non net profit deducted from the consolidated statements of the company in 2023 shall not be less than 260 million;
In the second exercise period, the non net profit deducted from the consolidated statements of the company in 2024 shall not be less than 338 million;
Note: ① the above "deduction of non net profit from consolidated statements" is based on the data audited by the accounting firm hired by the company. ② The above performance assessment objectives do not constitute the company's performance prediction and substantive commitment to investors.
In each exercise period, if the company fails to meet the above performance assessment objectives, all the stock options planned to exercise in the current period corresponding to the assessment year of all incentive objects shall not be exercised, and the corresponding shares of the current period shall be cancelled by the company.
(2) Performance appraisal requirements at individual level
The salary and assessment committee will score the comprehensive assessment of the incentive object in each assessment year, and determine its exercise proportion according to the performance completion rate of the incentive object. If the performance assessment at the company level meets the standard, the number of stock options actually exercised by the incentive object in the current year = assessment
