Securities code: Gosuncn Technology Group Co.Ltd(300098) securities abbreviation: Gosuncn Technology Group Co.Ltd(300098) Announcement No.: 2022034 Gosuncn Technology Group Co.Ltd(300098)
Announcement on granting stock options to the incentive objects of the third phase stock option incentive plan 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.
Gosuncn Technology Group Co.Ltd(300098) (hereinafter referred to as "the company" and " Gosuncn Technology Group Co.Ltd(300098) ") held the 36th meeting of the 5th board of directors and the 30th meeting of the 5th board of supervisors on May 20, 2022, deliberated and adopted the proposal on granting stock option to the incentive objects of the third phase stock option incentive plan. According to the measures for the administration of equity incentive of listed companies (hereinafter referred to as "the measures for the administration") The board of directors considered that the conditions for granting stock options stipulated in the third stock option incentive plan of the company have been met, It is agreed that the grant date of the third phase of stock option incentive plan (hereinafter referred to as "this incentive plan" and "this incentive plan") is May 20, 2022. The relevant matters are explained as follows:
1、 Overview of the third stock option incentive plan
(I) brief description of the company's third stock option incentive plan
The Gosuncn Technology Group Co.Ltd(300098) third stock option incentive plan (Draft) and its abstract have been adopted by the company's first extraordinary general meeting in 2022. The main contents are as follows:
1. The incentive tool to be authorized to the incentive object in this incentive plan is stock option.
2. Stock source of incentive plan: the company issues shares to incentive objects.
3. Exercise price: the exercise price of stock options in this incentive plan is 3.78 yuan / share. During the validity period of stock options, the company will adjust the exercise price accordingly in case of capital reserve converted into share capital, distribution of stock dividends, share splitting or reduction, allotment, dividend distribution and other matters.
4. Number of stock options: in this incentive plan, the company plans to grant 36.1 million stock options to the incentive objects of stock options. The subject stock involved is RMB A-share common stock, accounting for 2.08% of the total share capital of the company at the time of announcement of this plan.
5. Incentive objects: the total number of incentive objects granted by the incentive plan is 284, including directors, core management, business and technical backbone personnel when the company announces the incentive plan and other employees that the company believes should be encouraged and have a direct impact on the company's business performance and future development. The incentive objects involved in this incentive plan do not include independent directors, supervisors, shareholders or actual controllers who individually or jointly hold more than 5% of the company's shares and their spouses, parents and children. The incentive object of this incentive plan does not participate in the equity incentive plans of two or more listed companies. The specific allocation is as follows:
Name and position proportion of stock options to be granted to the total number to be granted to the number of announcements of this incentive plan (10000 copies) proportion of total daily share capital
Director Fang Yingjie 300.00 8.31% 0.17%
283 core management, business and technical personnel 331000 91.69% 1.90%
Total (284 persons) 361000 100.00% 2.08%
Note: the difference of the above calculation results is caused by rounding and retaining 2 decimal places.
6. Validity period: the validity period of this incentive plan is from the date of the grant of stock options to the date of the exercise or cancellation of all stock options, which shall not exceed 48 months at most.
7. Exercise schedule:
Exercise arrangement exercise time exercise proportion
From the first 12 months after the grant date of the stock option to the expiration of 40%
End of the last trading day within 24 months of the exercise period
The second stock option granted shall be 30% from the first trading day after the expiration of 24 months from the date of grant to the date of grant
The exercise period shall end on the last trading day within 36 months
The third period of stock options granted is from the first trading day after the expiration of 36 months from the date of grant to 30% from the date of grant
End of the last trading day within 48 months of the exercise period
8. Vesting performance assessment requirements:
(1) Annual performance assessment of the company
The assessment period of the company's annual performance assessment of the incentive plan is three fiscal years from 2022 to 2024. Meeting the company's annual performance assessment index is the first vesting condition of the incentive object in the current year. The performance assessment index is operating income, which is assessed once every fiscal year.
The company's annual performance assessment objectives are as follows:
Annual assessment objectives corresponding to the exercise period
The first exercise period is 2022. The net profit in 2022 is ≥ 100 million yuan, or based on 2021, the growth rate of operating revenue in 2022 is ≥ 20%, and any goal is achieved
Annual assessment objectives corresponding to the exercise period
The second exercise period is 2023. The net profit in 2023 is ≥ 150 million yuan, or based on 2021, the growth rate of operating revenue in 2023 is ≥ 30%, and any goal is achieved
The third exercise period is 2024. The net profit in 2024 is ≥ 200 million yuan, or based on 2021, the growth rate of operating revenue in 2024 is ≥ 40%, and any goal is achieved
Note: the above "net profit" and "operating income" are calculated based on the audited "net profit attributable to shareholders of listed companies" and "operating income" at the level of the company's consolidated statements.
Description of exercise conditions:
In each assessment period, as long as any goal of "net profit" or "operating income growth rate" is achieved, the vesting conditions of the company's performance assessment will be met. The company will cancel the current option shares that cannot be exercised because the company's performance fails to meet the above assessment objectives.
(2) Individual annual performance assessment
The appraisal period of the annual performance appraisal of the individual in the incentive plan is three fiscal years from 2022 to 2024. According to the individual performance appraisal set by the company, meeting the requirements of the annual performance appraisal of the individual is the second vesting condition of the appraisal year of the incentive object. Assessment shall be conducted once every fiscal year. The corresponding relationship between the current individual performance appraisal results and the exercisable proportion q is as follows:
Annual assessment standard individual performance assessment result current exercisable right proportion Q
A/B/C 100%
Personal performance standards set by the company from 2022 to 2024
D/E 0%
(3) Assessment results
During the assessment period, when the company's performance reaches the exercisable target, the number of subject stock rights and interests of the incentive object in the current period = the number of planned exercisable rights and interests in the current period × The feasible proportion of individual annual performance assessment is Q, and all incentive objects exercise their rights in accordance with the above-mentioned proportion.
During the assessment period, if the assessment results meet the requirements, the incentive object will exercise the right according to the proportion specified in the plan; Conversely, if the assessment results fail to meet the requirements, the stock options that have not been exercised in the current period shall not be exercised or deferred to the next year. The company shall cancel the current exercisable share of the options granted to the incentive object in accordance with the relevant provisions of the plan.
(II) relevant approval procedures performed
1. On April 29, 2022, the company held the 35th meeting of the 5th board of directors, deliberated and passed the proposal on the company's third stock option incentive plan (Draft) and its summary, the proposal on the company's measures for the implementation and assessment of the third 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 the third stock option incentive plan, The independent directors of the company expressed independent opinions on this, and the lawyers expressed legal opinions.
On the same day, the 29th meeting of the 5th board of supervisors of the company deliberated and adopted the proposal on the company's third stock option incentive plan (Draft) and its summary, the proposal on the company's measures for the implementation and assessment of the third stock option incentive plan, and the verification opinions on the company's list of incentive objects granted by the third stock option incentive plan.
2. From April 29, 2022 to May 8, 2022, the company publicized the names and positions of incentive objects in the internal office system. After fully listening to the publicity opinions, the board of supervisors of the company carefully checked the list of incentive objects, and issued the verification opinions in the statement of the board of supervisors on the review and publicity of the list of incentive objects of the company's third stock option incentive plan (Announcement No. 2022027, announcement date may 11, 2022): the incentive objects listed in the stock option incentive plan meet the conditions specified in relevant laws, As the incentive object of this stock option incentive plan, its subject qualification is legal and effective.
3. On May 16, 2022, the company held the first extraordinary general meeting of shareholders in 2022, deliberated and approved the proposal on the third stock option incentive plan (Draft) and its summary, the proposal on the company's measures for the implementation and assessment of the third 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 third stock option incentive plan, The third stock option incentive plan of the company has been approved. The board of directors is authorized to determine the authorization of stock options to the incentive object when the incentive object meets the conditions and handle all matters necessary for the authorization of stock options.
4. On May 20, 2022, the 36th meeting of the 5th board of directors of the company deliberated and adopted the proposal on granting stock options to the incentive objects of the third stock option incentive plan. The directors attending the meeting considered that the granting conditions of the third phase of the company's stock option incentive plan had been met and agreed to grant 36.1 million stock options to 284 incentive objects of the third phase of the stock option incentive plan on May 20, 2022. The independent directors of the company gave clear consent to the above matters, and the lawyers gave legal opinions.
On the same day, the 30th meeting of the 5th board of supervisors of the company deliberated and adopted the proposal on granting stock options to the incentive objects of the third stock option incentive plan.
2、 Differences between the equity incentive plan implemented this time and the disclosed equity incentive plan
There is no difference between the relevant contents of the equity incentive plan to be implemented and the equity incentive plan deliberated and approved by the company's first extraordinary general meeting in 2022.
3、 Relevant explanations of the board of directors on whether the grant of the stock option incentive plan meets the conditions
According to the relevant provisions of the measures for the administration of equity incentive of listed companies, the self regulatory guide for companies listed on the gem No. 1 - business handling, and the company's third stock option incentive plan (Draft), the conditions for granting the third stock option incentive plan of the company are as follows:
(1) The company is not under any of the following circumstances:
① The financial and accounting 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;
② The internal control of the financial report of the latest 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, 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.
(2) The incentive object of stock option does not have any of the following circumstances:
① Being identified as an inappropriate candidate by the stock exchange within the last 12 months;
② In the last 12 months, it has been identified as an inappropriate candidate by the CSRC and its dispatched offices;
③ Being administratively punished by the CSRC and its dispatched offices or taking market entry prohibition measures for major violations of laws and regulations in 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 The incentive object of stock option becomes the independent director or supervisor of the company;
⑥ The stock option incentive object knows the inside information and buys and sells the company's shares (except for the case that the laws, administrative regulations and relevant judicial interpretations do not belong to insider trading) or divulges the inside information, resulting in insider trading;
⑦ Those who are not allowed to participate in the equity incentive of listed companies according to laws and regulations;
⑧ Securities Regulatory Commission
