Securities code: 003001 securities abbreviation: Zhongyan Technology Co.Ltd(003001) Announcement No.: 2022-006 Zhongyan Technology Co.Ltd(003001)
Announcement on adjusting the number of reserved restricted shares in the restricted stock incentive plan in 2021 and granting reserved 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.
Important content tips:
● reserved partial restricted stock grant date: January 14, 2022
● number of reserved restricted shares granted: 388893
● reserved partial restricted stock grant price: 10.57 yuan / share
Zhongyan Technology Co.Ltd(003001) (hereinafter referred to as “the company”) convened the 31st meeting of the second board of directors and the 19th meeting of the second board of supervisors on January 14, 2022, deliberated and adopted the proposal on adjusting the number of reserved restricted shares in the 2021 restricted stock incentive plan and granting reserved restricted shares to incentive objects. The board of Directors considers that the reserved partial restricted stock grant conditions specified in the company’s restricted stock incentive plan 2021 (Draft) (hereinafter referred to as “the incentive plan” or “the incentive plan”) have been met, and agrees to grant 388893 restricted shares to 10 incentive objects who meet the grant conditions on January 14, 2022. The relevant matters are described as follows
1、 Relevant approval procedures for the incentive plan have been performed
(I) on January 19, 2021, the company held the 21st Meeting of the second board of directors, deliberated and adopted the proposal on the company’s 2021 restricted stock incentive plan (Draft) and its summary, and the proposal on the company’s management measures for the implementation and review of 2021 restricted stock incentive plan Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive, etc. The independent directors expressed their independent opinions on the 2021 restricted stock incentive plan.
(II) on January 19, 2021, the company held the 10th meeting of the second board of supervisors, deliberated and adopted the proposal on the company’s restricted stock incentive plan in 2021 (Draft) and its summary, and the proposal on the company’s measures for the implementation and assessment of the restricted stock incentive plan in 2021 Proposal on verifying the list of incentive objects first granted by the company’s restricted stock incentive plan in 2021, etc.
(III) from January 27, 2021 to February 7, 2021, the company publicized the list of incentive objects of 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 of the incentive plan. On February 8, 2021, the board of supervisors of the company issued the explanation and verification opinions of the board of supervisors on the publicity of the list of incentive objects of the restricted stock incentive plan in 2021.
(IV) on February 22, 2021, the company held the first extraordinary general meeting of shareholders in 2021, deliberated and adopted the proposal on the company’s restricted stock incentive plan in 2021 (Draft) and its summary, and the proposal on the company’s assessment and management measures for the implementation of the restricted stock incentive plan in 2021 Proposals such as the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive, and disclosed the self inspection report on the trading of shares of the company by insiders and incentive objects of the restricted stock incentive plan in 2021.
(V) on March 3, 2021, the company held the 22nd Meeting of the second board of directors and the 11th meeting of the second board of supervisors, deliberated and adopted the proposal on adjusting the incentive plan for restricted stocks in 2021 and the proposal on granting restricted stocks to incentive objects for the first time. The independent directors have expressed their independent opinions on matters related to the equity incentive plan. The board of supervisors agreed to adjust the number of incentive objects and granted rights and interests, and agreed that 59 incentive objects were granted restricted shares in accordance with the relevant provisions of the incentive plan. (VI) on January 14, 2022, the company held the 31st meeting of the second board of directors and the 19th meeting of the second board of supervisors, deliberated and adopted the proposal on adjusting the number of reserved restricted shares in the 2021 restricted stock incentive plan and granting reserved restricted shares to incentive objects. The independent directors have expressed their independent opinions on matters related to the equity incentive plan. The board of supervisors agreed to adjust the number of reserved restricted shares granted, and agreed that 10 incentive objects were granted restricted shares in accordance with the relevant provisions of the incentive plan.
2、 Explanation on adjusting the grant amount of some restricted shares reserved in the restricted stock incentive plan in 2021
According to the incentive plan and relevant regulations: if the company has matters such as conversion of capital reserve into share capital, distribution of stock dividends, share splitting, share allotment, share reduction, etc. from the date of announcement of the incentive plan to the completion of the registration of restricted shares by the incentive object, the number of restricted shares shall be adjusted accordingly.
On April 28, 2021, the company held the 2020 annual general meeting of shareholders, deliberated and passed the proposal on the plan for profit distribution and conversion of capital reserve into share capital in 2020, which distributed RMB 3.555725 in cash to all shareholders for every 10 shares based on 98385312 shares of the company’s total share capital, and converted capital reserve into 2.963104 shares for every 10 shares. The scheme has been implemented on May 14, 2021.
According to the provisions of the company’s restricted stock incentive plan in 2021, the number of restricted shares reserved for this grant is adjusted as follows:
Q＝Q0 × (1 + n) = 300000 shares * (1 + 0.2963104 shares) ≈ 388893 shares
Where: Q0 is the number of restricted shares before adjustment; N is the ratio of capital reserve per share converted into share capital, dividend distribution and share subdivision (i.e. the number of shares increased after conversion, share distribution or subdivision of each share); Q is the adjusted number of restricted shares.
3、 Description of the board of directors on whether the grant meets the conditions of grant
(I) restricted stock grant conditions of the incentive plan
1. 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.
2. The incentive object does not have any of the following situations:
(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.
(II) description of the board of directors on the achievement of grant conditions
After careful review, the board of Directors believes that neither the company nor the incentive object has occurred or does not belong to any of the above circumstances, and some of the reserved restricted stock grant conditions of the incentive plan have been achieved, There is no circumstance that restricted shares cannot be granted or become incentive objects as stipulated in the administrative measures for equity incentive of listed companies (hereinafter referred to as the “administrative measures”) and the company’s incentive plan. It is agreed to grant reserved restricted shares to incentive objects meeting the grant conditions.
4、 The grant of some restricted shares reserved this time
(I) grant date: January 14, 2022
(II) number of shares granted: 388893
(III) stock source: the company issues A-Shares of common stock to incentive objects.
(IV) number of persons granted: 10
(V) grant price: 10.57 yuan / share, which is not lower than the par value of the shares and not lower than the higher of the following prices:
(1) 50% of the average trading price of the company’s shares one trading day before the announcement of the decision of the board of directors to grant reserved restricted shares is 10.57 yuan / share;
(2) 50% of the average trading price of the company’s shares 60 trading days before the announcement of the decision of the board of directors to grant reserved restricted shares is 10.19 yuan / share.
(VI) the distribution of reserved restricted shares granted by the incentive plan is shown in the table below:
Proportion of restricted shares granted to the total number of shares of current share capital
(10000 shares)
Middle management and core backbone (10 persons) 38.8893 19.87% 0.30%
Note: the difference in mantissa between the sum of the total of the above calculation results and the direct addition of each detailed number is caused by rounding.
(VII) validity period, sales restriction period and release of sales restriction of the incentive plan
1. Period of validity
The validity period of the incentive plan is from the date of completion of the registration of the restricted shares granted for the first time to the date when all the restricted shares granted to the incentive object are lifted or repurchased, with a maximum of 72 months.
2. Restricted period
The sales restriction period of restricted shares granted for the first time in the incentive plan is 12 months, 24 months, 36 months and 48 months respectively from the date of completion of registration of the corresponding granted restricted shares. The reserved sales restriction period is consistent with the restricted shares granted for the first time. The restricted shares granted to the incentive object under the incentive plan shall not be transferred, used for guarantee or debt repayment before the restriction is lifted.
If the conditions for lifting the restrictions on sales in the current period are not fulfilled, the restricted shares shall not be lifted or deferred to the next period. After the expiration of the restriction, the company shall handle the lifting of the restriction for the incentive objects who meet the conditions for lifting the restriction, and the restricted shares held by the incentive objects who do not meet the conditions for lifting the restriction shall be repurchased by the company.
3. Arrangements for lifting sales restrictions
The release period of restricted shares reserved for grant in the incentive plan and the release schedule of each period are shown in the table below:
Release period release time release proportion
The first transaction of restricted shares reserved for grant after 12 months from the date of completion of registration of reserved grant
The last 25% within 24 months from the date of the first lifting of the sales restriction period to the date of completion of reservation grant registration
End of one trading day
The first transaction of restricted shares reserved for grant after 24 months from the date of completion of registration of reserved grant
The last 25% within 36 months from the second date of lifting the sales restriction to the date of completion of reservation grant registration
End of one trading day
The first transaction of restricted shares reserved for grant after 36 months from the date of completion of registration of reserved grant
The last 25% within 48 months from the third date of lifting the restriction on sales to the date of completion of reservation grant registration
End of one trading day
The first transaction of restricted shares reserved for grant after 48 months from the date of completion of registration of reserved grant
The last 25% within 60 months from the fourth date of lifting the restriction on sales to the date of completion of reservation grant registration
End of one trading day
For the restricted shares that have not applied for lifting the restriction within the above agreed period or cannot apply for lifting the restriction due to failing to meet the conditions for lifting the restriction, the company will repurchase the corresponding restricted shares of the incentive object that have not been lifted according to the principles specified in this incentive plan.
（8） Performance assessment requirements of the incentive plan
1. Company level performance assessment requirements
The assessment year for the release of restricted shares granted for the first time in the incentive plan is four fiscal years from 2021 to 2024, one assessment in each fiscal year, and the performance assessment objectives of each year are shown in the table below:
Performance assessment objectives during the lifting of sales restrictions
The restricted shares granted for the first time shall be based on the net profit in 2020, and the net profit growth rate in 2021 shall not be less than
The first period of lifting the restrictions is 15%.
The restricted shares granted for the first time are based on the net profit in 2020, and the net profit in 2021 and 2022 is average
The growth rate of the value in the second lifting period shall not be less than 25%.
The restricted shares granted for the first time shall be based on the net profit in 2020, and the growth rate of the average net profit in the third lifting period of 2021, 2022 and 2023 shall not be less than 35%.
The restricted shares granted for the first time shall be based on the net profit in 2020, and the growth rate of the average net profit in 2021, 2022, the fourth lifting period in 2023 and 2024 shall not be less than 50%.
Note: 1. In the calculation of the above “net profit”, the influence value of share based payment expenses involved in all equity incentive plans of the company within the validity period is excluded as the calculation basis.
2. Growth rate of average net profit in 2021 and 2022 = [(2)
