Securities code: Hengbao Co.Ltd(002104) securities abbreviation: Hengbao Co.Ltd(002104) Announcement No.: 2022027 Hengbao Co.Ltd(002104)
Announcement on the achievement of exercise conditions in the first exercise period of the first grant of part of the company's stock option incentive plan in 2021
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, and there are no false records, misleading statements or major omissions.
Special tips:
1. In the first exercise period when the company granted some stock options for the first time, the exercise conditions have been met. There are 118 incentive objects with exercisable rights. The number of stock options with exercisable rights is 3.7278 million, accounting for 0.5349% of the total share capital of the company. The exercise price of some stock options granted for the first time is 4.215 yuan per share.
2. Stock options that meet the exercise conditions will adopt the independent exercise mode.
3. If all the exercisable stock options are exercised this time, the shares of the company still meet the listing conditions.
4. This stock option can only be exercised after the relevant departments have gone through the exercise procedures. The company will issue a separate announcement at that time. Please pay attention to it.
Hengbao Co.Ltd(002104) (hereinafter referred to as "the company") held the 17th interim meeting of the seventh board of directors on May 19, 2022, deliberated and adopted the proposal on the achievement of exercise conditions in the first exercise period of the first grant of part of the company's stock option incentive plan in 2021. In accordance with the relevant provisions of the measures for the administration of equity incentive of listed companies (hereinafter referred to as the "measures") and the company's 2021 stock option incentive plan (Draft) (hereinafter referred to as the "incentive plan"), the board of Directors believes that the first exercise condition for the company to grant some stock options for the first time in 2021 stock option incentive plan has been achieved, The number of stock options exercisable by 118 incentive objects who meet the exercise conditions is 3.7278 million. The relevant matters are announced as follows:
1、 Relevant approval procedures and brief description of 2021 stock option incentive plan
(I) relevant approval procedures for stock option incentive plan
1. On February 4, 2021, the company held the 10th interim meeting of the 7th board of directors, deliberated and approved the proposal on the company's stock option incentive plan (Draft) in 2021 and its summary, the proposal on the measures for the implementation and assessment of the company's stock option incentive plan in 2021, 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 in 2021. The independent directors expressed their independent opinions on the company's 2021 stock option incentive plan.
2. On February 4, 2021, the company held the seventh interim meeting of the seventh board of supervisors, deliberated and adopted the proposal on the company's stock option incentive plan (Draft) in 2021 and its summary, the proposal on the company's measures for the implementation and assessment of the stock option incentive plan in 2021, and the proposal on verifying the list of some incentive objects authorized for the first time by the company's stock option incentive plan in 2021.
3. From February 7, 2021 to February 17, 2021, the company publicized the names and positions of the list of incentive objects in the incentive plan within the company. During the publicity period, the board of supervisors of the company did not receive any objection related to the proposed incentive objects in the incentive plan. On February 19, 2021, the company disclosed the review opinions and publicity statement of the board of supervisors on the list of some incentive objects first authorized by the 2021 stock option incentive plan.
4. On February 24, 2021, the company held the first extraordinary general meeting of shareholders in 2021, deliberated and approved 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 requesting the general meeting of shareholders to authorize the board of directors to handle matters related to 2021 stock option incentive plan, It also disclosed the self inspection report on the trading of company shares by insiders and incentive objects of the stock option incentive plan in 2021.
5. On February 26, 2021, the company held the 11th interim meeting of the 7th board of directors and the 8th interim meeting of the 7th board of supervisors, and deliberated and adopted the proposal on granting stock options to incentive objects for the first time. The independent directors of the company expressed independent opinions on the above matters, and the board of supervisors of the company verified the list of incentive objects and issued verification opinions.
6. On April 15, 2021, the company completed the registration of some stock options granted for the first time. The number of stock options granted for the first time in the company's stock option incentive plan was 14.03 million, with 138 incentive objects.
7. On December 24, 2021, the company held the 15th interim meeting of the 7th board of directors and the 12th interim meeting of the 7th board of supervisors, deliberated and approved the proposal on adjusting the exercise price of some stock options granted for the first time in the company's 2021 stock option incentive plan and the proposal on granting reserved stock options to incentive objects. The exercise price of stock options has been adjusted to 4.215 yuan / share due to the equity distribution in the half year of 2021. The independent directors of the company expressed independent opinions on the above matters, and the board of supervisors of the company verified the list of incentive objects and issued verification opinions.
8. On January 26, 2022, the company completed the registration of some stock options reserved for grant. 500000 shares are reserved for grant in this stock option incentive plan, with 9 incentive objects.
9. On May 19, 2022, the company held the 17th interim meeting of the 7th board of directors and the 13th interim meeting of the 7th board of supervisors, deliberated and approved the proposal on canceling some stock options in the 2021 stock option incentive plan and the proposal on the achievement of exercise conditions in the first exercise period of the first part of the 2021 stock option incentive plan. The independent directors of the company expressed independent opinions on relevant matters.
(II) brief description of stock option incentive plan in 2021
The plan has been deliberated and approved at the first extraordinary general meeting of the company in 2021. The main contents of the plan are as follows:
1. Type of underlying stock: A-share common stock of the company.
2. Source of underlying stock: the source of underlying stock involved in this plan is the company's directional issuance of A-share common stock to incentive objects.
3. Incentive objects: 144 incentive objects are authorized for the first time in this plan, including core technical backbone and sales backbone personnel, directors, senior managers and middle managers.
4. The distribution of stock options granted by the plan among incentive objects is shown in the table below:
Number of shares granted accounting for the period of shares granted accounting for the current total share capital
Number of rights (10000 copies) proportion of total rights
1. Director and vice president of Gaoqiang 15.00% 0.02%
2 Xu Xiaoling, director, vice president and chief financial officer 15.00 1.00% 0.02%
3 Mei Mei Chen, Secretary of the board of directors and vice president 15.00 1.00% 0.02%
Core technical backbone, sales backbone personnel and middle-level managers
Staff (141 persons) 141100 93.69% 2.02%
Reserve 50.00 3.32% 0.07%
Total (144 persons) 150600 100.00% 2.16%
Note: 1. The total number of underlying shares involved in all incentive plans of the company within the validity period shall not exceed 10% of the total share capital of the company.
The shares of the company granted by any of the above incentive objects through all the equity incentive plans within the validity period shall not exceed 1% of the total share capital of the company.
2. The incentive objects of the plan 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 incentive object of the reserved part shall be determined within 12 months after the plan is considered and approved by the general meeting of shareholders. After the proposal of the board of directors, the explicit opinions of the independent directors and the board of supervisors, the professional opinions of lawyers and the legal opinions are issued, the company shall disclose the relevant information of the incentive object in a timely and accurate manner on the designated website as required.
4. If the total number in the above table is inconsistent with the mantissa of the sum of the sub item values, it is caused by rounding.
5. The validity period, waiting period and exercise arrangement of the plan:
(1) The validity period of the plan shall be no more than 60 months from the date of completion of the first authorization registration of stock options to the date of exercise or cancellation of all stock options granted to the incentive object.
(2) The waiting period of stock options under the plan is 12 months, 24 months and 36 months respectively from the date of completion of the authorization and registration of the corresponding part of stock options.
(3) The exercise period and exercise schedule of stock options granted and reserved for the first time in the plan are shown in the table below:
Exercise arrangement exercise time exercise proportion
12 months after the completion of the authorization and registration of the corresponding part of stock options
From the first trading day of the first exercise period to the last trading day within 24 months after the completion of 30% of the authorized registration of the corresponding part of stock options
24 months after the completion of the authorization and registration of the corresponding part of stock options
From the first trading day of the second exercise period to the last trading day within 36 months after the completion of 30% of the authorized registration of the corresponding part of stock options
36 months after the completion of the authorization and registration of the corresponding part of stock options
From the first trading day of the third exercise period to the last trading day within 48 months from the date when 40% of the authorized registration of corresponding stock options is completed
During the above agreed period, the stock option that cannot be applied for exercise due to the failure of exercise conditions or the stock option that the incentive object has not applied for exercise shall not be exercised or deferred to the next exercise, and the company shall cancel the corresponding stock option of the incentive object according to the principles specified in the plan.
6. Exercise conditions of stock options:
(1) Company level performance assessment requirements
In this plan, the performance indicators of the company will be assessed annually in the three fiscal years from 2021 to 2023, so as to meet the performance assessment objectives as one of the exercise conditions of the incentive object in the current year. The performance evaluation objectives of the first and reserved authorized stock options in the plan are shown in the table below:
Taking the total profit in 2020 as the assessment year, 2021, 2022, 2023
Base, the preset maximum index (b) for assessing the profit of each year is 50%, 55%, 60%
Total growth rate (a) preset minimum indicator (c) 30% 35% 40%
Total profit of each assessment year a ≥ B x = 100%
Completion degree of growth rate index a B and a ≥ C x = A / b 100%
（X） A
(2) In case of merger and acquisition within the validity period of the plan, the performance evaluation index value shall be calculated based on the net profit generated by deducting the above matters.
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 individual level assessment of the incentive object shall be organized and implemented in accordance with the relevant provisions of the company. The number of stock options actually exercisable by the incentive object in the current year is also linked to the individual performance appraisal of the previous year. The specific proportion is determined according to the individual performance appraisal results of the incentive object, as follows:
Assessment results of the previous year at the individual level a B C D
Assessment results 85 ≤ s ≤ 100 70 ≤ s 85 60 ≤ s 70 s 60
Standard coefficient (s) 100% 80% 60% 0
If the annual performance assessment at the company level reaches the standard, the actual exercisable limit of the incentive object in the current year = the planned exercisable limit of the individual in each assessment year × Completion degree of total profit growth rate index of each assessment year (x) ×
