Securities code: 002841 securities abbreviation: Guangzhou Shiyuan Electronic Technology Company Limited(002841) Announcement No.: 2022-004 Guangzhou Shiyuan Electronic Technology Company Limited(002841)
On the incentive objects of the stock option incentive plan in 2021
Announcement of granting reserved stock options
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without any false records, misleading statements or major omissions.
Guangzhou Shiyuan Electronic Technology Company Limited(002841) (hereinafter referred to as “the company” or ” Guangzhou Shiyuan Electronic Technology Company Limited(002841) “) convened the 11th meeting of the 4th board of directors and the 10th meeting of the 4th board of supervisors on January 14, 2022, deliberated and adopted the proposal on granting reserved stock options to incentive objects under the 2021 stock option incentive plan. According to the measures for the administration of equity incentive of listed companies, the relevant provisions of the company’s 2021 stock option incentive plan (hereinafter referred to as the “incentive plan”) and the authorization of the company’s second extraordinary general meeting of shareholders in 2021 held on June 4, 2021, the board of Directors considers that the conditions for granting reserved stock options specified in the incentive plan have been met, The board of directors will grant a total of 885000 reserved stock options to 144 incentive objects on January 14, 2022, with an exercise price of 57.70 yuan / share. The relevant matters are described as follows:
1、 Relevant procedures performed by the company’s 2021 stock option incentive plan
(I) on May 6, 2021, the company held the fourth meeting of the Fourth Board of directors, The meeting deliberated and adopted the proposal on reviewing the company’s stock option incentive plan (Draft) in 2021 and its summary, the proposal on reviewing the company’s measures for the implementation and assessment of the stock option incentive plan in 2021, and the proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to the stock option incentive plan in 2021. The independent directors of the company expressed independent opinions on this.
On the same day, the company held the fourth meeting of the Fourth Board of supervisors to check the list of incentive objects in the incentive plan, The proposal on reviewing the company’s 2021 stock option incentive plan (Draft) and its summary, the proposal on reviewing the company’s measures for the implementation and assessment of the 2021 stock option incentive plan, and the proposal on verifying the list of incentive objects granted for the first time by the 2021 stock option incentive plan were reviewed and adopted.
(II) from May 8, 2021 to May 17, 2021, the company publicized the names and positions of incentive objects involved in the incentive plan through OA system. During the publicity period, the board of supervisors of the company did not receive any objection from any individual or organization to the incentive objects of the company’s incentive plan. On May 26, 2021, the company disclosed the statement of the board of supervisors on the publicity and verification opinions of the list of incentive objects first granted by the company’s stock option incentive plan in 2021.
(III) on June 4, 2021, the company held the second extraordinary general meeting of shareholders in 2021, The meeting deliberated and adopted the proposal on reviewing the company’s stock option incentive plan (Draft) in 2021 and its summary, the proposal on reviewing the company’s measures for the implementation and assessment of the stock option incentive plan in 2021, and the proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to the stock option incentive plan in 2021. The company’s implementation of the incentive plan has been approved by the general meeting of shareholders. With the authorization of the general meeting of shareholders, the board of directors will determine the grant date of stock options, grant stock options to incentive objects when they meet the conditions, and handle all matters necessary for the grant of stock options.
On the same day, the company disclosed the self inspection report on the trading of the company’s shares by insiders and incentive objects of the stock option incentive plan in 2021.
(IV) on June 4, 2021, the company held the sixth meeting of the Fourth Board of directors and the sixth meeting of the Fourth Board of supervisors respectively, and deliberated and adopted the proposal on adjusting matters related to the company’s 2021 stock option incentive plan and the proposal on granting stock options to incentive objects for the first time in 2021 stock option incentive plan. The independent directors of the company expressed their independent opinions. The board of supervisors verified this and issued verification opinions. (V) on June 18, 2021, the company disclosed the announcement on the completion of the registration of the first grant of stock option incentive plan in 2021. In accordance with the measures for the administration of equity incentive of listed companies issued by China Securities Regulatory Commission, Shenzhen Stock Exchange, Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. and other relevant rules, the company has decided to grant 8.0825 million stock options to 1105 incentive objects who meet the grant conditions on June 4, 2021, The exercise price is 95.68 yuan / share. The company has completed the first grant registration of the incentive plan.
(VI) on January 14, 2022, the company held the 11th meeting of the 4th board of directors and the 10th meeting of the 4th board of supervisors respectively, deliberated and adopted the proposal on granting reserved stock options to incentive objects in the 2021 stock option incentive plan, and determined that the grant date reserved in the incentive plan of the company is January 14, 2022, 885000 stock options were granted to 144 incentive objects who met the grant conditions, and the exercise price was 57.70 yuan / share. The independent directors expressed their independent opinions on granting reserved stock options to incentive objects. The board of supervisors verified this and issued verification opinions.
2、 Explanation of the difference between this reserved grant and the disclosed 2021 stock option incentive plan
There is no difference between the reserved grant and the disclosed incentive plan.
3、 The reserved grant conditions and the description of the board of directors on the achievement of the grant conditions
According to the relevant provisions of the measures for the administration of equity incentive of listed companies and the incentive plan, the incentive object shall meet the following conditions at the same time:
(I) 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.
(II) the incentive object does not have any of the following circumstances:
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 directors or senior managers of the company as stipulated in the company law;
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 by the board of directors of the company, it is determined 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. It is considered that the conditions reserved for granting in this incentive plan have been met.
4、 Status of this reserved grant
(I) reserved grant date: January 14, 2022.
(II) the exercise price of reserved stock options: 57.70 yuan / share, which is the higher of the following two: 1. 75% of the company’s average stock trading price of 75.56 yuan / share (total stock trading volume in the previous trading day / total stock trading volume in the previous trading day) on the trading day before the announcement of the resolution of the board of directors on the granting of reserved stock options, i.e. 56.67 yuan / share;
2. The reserved stock option grants 75% of the company’s average stock trading price of 76.93 yuan / share (total stock trading volume in the first 60 trading days / total stock trading volume in the first 60 trading days) 60 trading days before the announcement of the resolution of the board of directors, i.e. 57.70 yuan / share.
During the period from the disclosure of this announcement to the completion of the stock option share registration of the incentive object, if the company has matters such as the conversion of capital reserve into share capital, distribution of stock dividends, dividend distribution, share subdivision or reduction, allotment and so on, the exercise price and equity quantity of stock options will be adjusted accordingly according to the incentive plan.
(III) stock source: the company issues A-share common stock to the incentive object.
(IV) reserved grant quantity: 885000 copies.
(V) number of reserved grants: 144.
(VI) the distribution of stock options reserved for grant among incentive objects is shown in the table below:
Proportion of stock options granted to the granting personnel in the reserved vesting period in the total number of shares (10000 shares) of the company
The total number of core management personnel and core technology personnel is 88.50%, 100% and 0.133% (business) backbone personnel is 144
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 under 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.
(VII) reserved exercise arrangements for granting stock options:
The waiting period of stock options granted under the incentive plan is the period from the date of grant of stock options to the date of exercise of stock options. The stock options reserved and granted in the incentive plan are exercised twice, and the corresponding waiting periods are 12 months and 24 months respectively. Within the vesting date, if the stock options reserved for grant meet the exercise conditions specified in the incentive plan, the incentive object can exercise according to the following exercise arrangements:
Exercise arrangement exercise time exercise proportion
The first exercise period starts from the first trading day after 12 months from the reserved grant date to the last trading day within 24 50% months from the reserved grant date
The second exercise period starts from the first trading day after 24 months from the reserved grant date to the last trading day within 36 50% months from the reserved grant 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 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 prescribed by the CSRC and Shenzhen Stock Exchange.
(VIII) reserved exercise conditions for granting stock options:
1. Company level performance assessment requirements
The assessment year for the exercise of some reserved stock options is two fiscal years from 2022 to 2023. The assessment is conducted once in each fiscal year. Based on the operating income in 2020, assuming that the growth rate of actual operating income in each assessment year is x, the calculation method of performance assessment objectives for each year of the reserved part is as follows:
Performance assessment objective during exercise period (x) company level coefficient (L)
X≥35% 100%
First exercise period 31.5% ≤ x ＜ 35% 90%
28%≤X＜31.5% 80%
X＜28% 0%
X≥55% 100%
49.5%≤X＜55% 90%
Second exercise period
44%≤X＜49.5% 80%
X＜44% 0%
Note: the above “operating income” is calculated based on the data contained in the audited consolidated statements.
When the exercise conditions of stock options are met, the incentive object shall exercise the rights in accordance with the proportion specified in the incentive plan. The stock options that cannot be exercised shall be cancelled by the company. 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 not be exercised and 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 it according to the performance completion rate of the incentive object
