Securities code: 003006 securities abbreviation: Chongqing Baiya Sanitary Products Co.Ltd(003006) Announcement No.: 2022-005 Chongqing Baiya Sanitary Products Co.Ltd(003006)
About the 2021 stock option and restricted stock incentive plan
Announcement on the first granting of equity options and restricted shares to incentive objects
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Special tips:
1. First grant date of equity incentive Rights: January 14, 2022
2. Number of stock options granted for the first time: 1293200
3. Number of restricted shares granted for the first time: 2552500 shares
The fourth meeting of the third board of directors and the fourth meeting of the third board of supervisors held by Chongqing Baiya Sanitary Products Co.Ltd(003006) (hereinafter referred to as "the company") on January 14, 2022 considered and adopted the proposal on granting stock options and restricted shares to the incentive objects of the 2021 stock option and restricted stock incentive plan for the first time and Proposal on adjusting the list and number of incentive objects granted for the first time under the stock option and restricted stock incentive plan in 2021. According to the provisions of Chongqing Baiya Sanitary Products Co.Ltd(003006) 2021 stock option and restricted stock incentive plan (Draft) (hereinafter referred to as "incentive plan (Draft)") issued by the company on December 1, 2021 and the authorization of the second extraordinary general meeting of shareholders of the company in 2021, The board of Directors considers that the granting conditions of the company's 2021 stock option and restricted stock incentive plan (hereinafter referred to as "the incentive plan") have been met, and determines that the first authorization date of the incentive plan is January 14, 2022, granting 1293200 stock options to 454 eligible incentive objects at the exercise price of RMB 17.38/share, 2552500 restricted shares were granted to 83 eligible incentive objects at the price of 8.69 yuan / share. The relevant matters are described as follows:
1、 Brief description of this incentive plan
On December 17, 2021, the company held the second extraordinary general meeting of shareholders in 2021, deliberated and passed the proposal on the company's stock option and restricted stock incentive plan in 2021 (Draft) and its summary. The main contents of this incentive plan are as follows:
1. Types of Equity: the incentive instruments granted to the incentive objects in this incentive plan are stock options and restricted stocks.
2. Source of underlying stock: the source of the underlying stock involved in this incentive plan is the company's directional issuance of RMB A-share common stock to the incentive object.
3. Incentive objects and number of awards; The incentive plan intends to grant no more than 4.9554 million rights and interests to 568 incentive objects, of which the number of stock options to be granted to incentive objects is 1.6898 million, accounting for about 0.3950% of the total share capital of the company at the time of announcement of the draft incentive plan; The number of restricted shares to be granted to the incentive object is 3265600 shares, accounting for about 0.7634% of the total share capital of the company at the time of announcement of the incentive plan (Draft). Incentive objects include middle-level managers, core and backbone personnel of the company (including holding subsidiaries, the same below), and other personnel that the board of directors deems necessary to be encouraged and have a direct impact on the company's operating performance and future development.
4. Exercise / grant price: the exercise price of stock options in this incentive plan is 17.38 yuan / share, and the grant price of restricted shares is 8.69 yuan / share.
5. Exercise / release of restrictions on sale: the relevant arrangements for the exercise of stock options granted for the first time in this incentive plan and the release of restrictions on the sale of restricted shares are shown in the table below:
Equity exercise / release of restricted sale exercise / release time of restricted sale exercise / release type arrangement of restricted sale proportion
The first stock grant period is from the first trading day 12 months after the first grant date to the first 30%
The last trading day within 24 months from the grant date of the first exercise period of equity
The period of initial grant of shares shall be from the first trading day 24 months after the date of initial grant to the first 30%
The last trading day within 36 months from the grant date of the second exercise period of the option
The first stock grant period shall be from the first trading day 36 months after the date of the first grant to the first time
40% on the last trading day within 48 months from the grant date of the third exercise period
The first restricted grant is the first transaction 12 months after the completion of the first grant registration
The last 30% within 24 months from the first cancellation date to the completion date of the first grant registration
The sales restriction period shall end on one trading day
The first transaction after 24 months from the date of completion of the first grant registration
The last 30% within 36 months from the second cancellation date to the completion date of the first grant registration
The restricted sale period of shares shall end on one trading day
The first transaction after 36 months from the date of completion of the first grant registration
The last 40% within 48 months from the third cancellation date to the completion date of the first grant registration
The sales restriction period ends on one trading day
6. Performance assessment requirements: the annual performance assessment objectives of stock options and restricted stocks granted for the first time in this incentive plan are shown in the table below:
(1) Stock option
① Company level performance assessment requirements and handling methods
The exercise assessment year of the incentive plan is three fiscal years from 2022 to 2024, and one assessment is made in each fiscal year.
If the incentive object of stock option is the employee in charge of online business of the company and its holding subsidiaries, the annual performance evaluation objectives of the stock option granted for the first time are shown in the table below:
Performance assessment objectives of exercise arrangement
The first exercise period of stock options granted for the first time is 2022. Based on the online business revenue in 2020, the growth rate of online business revenue shall not be less than 120%
The second exercise period of stock options granted for the first time is 2023. Based on the online business revenue in 2020, the growth rate of online business revenue shall not be less than 220%
The third exercise period of stock options granted for the first time is 2024. Based on the online business revenue in 2020, the growth rate of online business revenue shall not be less than 350%
Note: the above "online business revenue" is calculated based on the business revenue on the line of the company's audited consolidated statements, the same below.
The annual performance assessment objectives of stock options granted to non online business employees for the first time are shown in the table below:
Performance assessment objectives of exercise arrangement
The first exercise period of stock options granted for the first time is 2022. Based on the company's operating revenue and net profit in 2020, the growth rate of operating revenue shall not be less than 45%, and the growth rate of net profit shall not be less than 40%
The second exercise period of stock options granted for the first time is 2023. Based on the company's operating revenue and net profit in 2020, the growth rate of operating revenue shall not be less than 75%, and the growth rate of net profit shall not be less than 65%
The third exercise period of stock options granted for the first time is 2024. Based on the company's operating revenue and net profit in 2020, the growth rate of operating revenue shall not be less than 115%, and the growth rate of net profit shall not be less than 95%
Note: the above "operating income" is calculated based on the audited consolidated statements of the company; The above "net profit" refers to the audited net profit attributable to the shareholders of the listed company, and the incentive cost generated by the company's existing stock option and restricted stock incentive plan during the assessment period is excluded as the calculation basis, the same below.
When the stock option exercise conditions are met, the incentive objects exercise their rights in accordance with the proportion specified in the incentive plan, and the company handles the exercise matters for the incentive objects who meet the exercise conditions. If the company's current performance level fails to meet the above performance assessment objectives during each exercise period, the stock options of all incentive objects planned to exercise in the current year shall not be exercised and shall be cancelled by the company.
② Performance assessment requirements at individual level
On the premise that the assessment at the company level meets the standards, the company will determine the number of feasible rights of the incentive object in the current year according to the individual performance assessment results of the incentive object.
Calculation method: the actual number of exercisable rights of the incentive object in the current year = the number of stock options planned to be exercisable by the incentive object in the current year × Personal standard coefficient
Among them, the individual standard coefficients corresponding to individual performance appraisal results are as follows:
Individual performance appraisal result appraisal score a appraisal score B appraisal score C
Personal standard coefficient 100% 80% 0%
(2) Restricted stock
① Company level performance assessment requirements and handling methods
The assessment year for the lifting of sales restriction in this incentive plan is three fiscal years from 2022 to 2024, and one assessment is made in each fiscal year.
If the restricted stock incentive object is the employees of the company and its holding subsidiaries responsible for online business, the annual performance evaluation objectives of the restricted stock granted for the first time are shown in the table below:
Performance assessment objectives during the lifting of sales restrictions
In 2022, when restricted shares are granted for the first time, based on the online business revenue in 2020, the growth rate of online business revenue in addition to the restricted sales period shall not be less than 120%
In 2023, when restricted shares were granted for the first time, based on the online business revenue in 2020, the growth rate of online business revenue in addition to the restricted sales period shall not be less than 220%
In 2024, the third solution for the first granting of restricted shares, based on the online business revenue in 2020, the growth rate of online business revenue in addition to the restricted sales period shall not be less than 350%
The annual performance assessment objectives of restricted shares granted to non online business employees for the first time are shown in the table below:
Performance assessment objectives during the lifting of sales restrictions
In 2022, when restricted shares are granted for the first time, based on the company's operating revenue and net profit in 2020, the growth rate of operating revenue in addition to restricted sales period shall not be less than 45%, and the growth rate of net profit shall not be less than 40%
In 2023, the second solution for the first grant of restricted shares, based on the company's operating revenue and net profit in 2020, the growth rate of operating revenue in addition to the restricted sales period shall not be less than 75%, and the growth rate of net profit shall not be less than 65%
In 2024, the third solution for the first grant of restricted shares, based on the company's operating revenue and net profit in 2020, the growth rate of operating revenue in addition to the restricted sales period shall not be less than 115%, and the growth rate of net profit shall not be less than 95%
If the company fails to meet the above performance assessment objectives, the restricted shares of all incentive objects that plan to lift the restrictions in the current year shall not be lifted, and the company shall repurchase and cancel them according to the sum of the grant price and the bank deposit interest in the same period.
② Performance assessment requirements at individual level
On the premise of meeting the company level assessment standards, the company will decide whether the incentive object can lift the sales restriction in the current year according to the individual performance assessment results of the incentive object.
Calculation method: the actual number of restricted shares that can be released by the incentive object in the current year = the number of restricted shares that can be released by the incentive object in the current year × Personal standard coefficient
Among them, the individual standard coefficients corresponding to individual performance appraisal results are as follows:
Individual performance appraisal result appraisal score a appraisal score B appraisal score C
Personal standard coefficient 100% 80% 0%
The actual number of restricted shares that can be released by the incentive object in the current year shall comply with the following principles:
The actual number of restricted shares that can be lifted in the current year shall not exceed the number of restricted shares that can be lifted in the current year; Restricted shares that cannot be released due to personal performance evaluation shall be repurchased and cancelled by the company according to the sum of the grant price and the bank deposit interest in the same period.
2、 The approval procedures for this incentive plan have been fulfilled
1. On November 30, 2021, The third meeting of the third board of directors held by the company deliberated and adopted the proposal on the company's stock option and restricted stock incentive plan in 2021 (Draft) and its summary, and the proposal on the company's measures for the assessment and management of the implementation of stock option and restricted stock incentive plan in 2021 Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the 2021 stock option and restricted stock incentive plan. Whether the independent directors of the company are satisfied with the equity incentive plan
