Securities code: 002605 securities abbreviation: Shanghai Yaoji Technology Co.Ltd(002605) Announcement No.: 2022-003 Shanghai Yaoji Technology Co.Ltd(002605)
Restricted shares in the second phase of 2020 equity incentive plan
Announcement on the listing and circulation of restricted shares in the first release period
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. The company has 1 incentive object who meets the conditions for lifting the restrictions on sales this time. The number of restricted shares lifted this time is 45000 shares, accounting for 30% of the total number of restricted shares granted in the second phase of equity incentive in 2020 and 0.0111% of the current total share capital of the company;
2. The starting date of the restriction on the sale of restricted shares lifted this time is September 15, 2020, and the restriction period promised at the time of issuance is 12 months.
3. The listing and circulation date of the restricted shares whose sales restrictions are lifted this time is Thursday, January 20, 2022. Shanghai Yaoji Technology Co.Ltd(002605) (hereinafter referred to as “the company” and “the company”) convened the 25th meeting of the Fifth Board of directors and the 24th Meeting of the Fifth Board of supervisors on August 26, 2021, and deliberated and adopted the proposal on the achievement of lifting the restrictions on the sale of restricted shares in the first lifting period of the second phase equity incentive plan in 2020, According to the authorization of the third extraordinary general meeting of shareholders of the company in 2020 to the board of directors, the company has handled the listing and circulation procedures of restricted shares involved in the first release period of restricted shares in the second phase of equity incentive plan in 2020 (hereinafter referred to as “this equity incentive plan”), and a total of 1 incentive object meets the conditions for the release of restrictions, The number of restricted shares lifted this time is 45000, accounting for about 0.0111% of the total share capital of the company. The relevant information is announced as follows:
1、 Relevant approval procedures for the company’s 2020 phase II equity incentive plan
1. On July 27, 2020, the company held the fifth meeting of the Fifth Board of directors, which deliberated and adopted the proposal on the second phase of 2020 equity incentive plan (Draft) and its summary, the proposal on the implementation and assessment management measures for the second phase of 2020 equity incentive plan, and the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive. On the same day, the independent directors of the company issued independent opinions on the second phase of 2020 equity incentive plan (Draft).
2. On July 27, 2020, the company held the fifth meeting of the Fifth Board of supervisors, deliberated and adopted the proposal on the second phase of 2020 equity incentive plan (Draft) and its summary, the proposal on the implementation and assessment management measures for the second phase of 2020 equity incentive plan, and the proposal on verifying the list of incentive objects granted by the second phase of 2020 equity incentive plan.
3. From July 27, 2020 to August 7, 2020, the company publicized the names and positions of the incentive objects on the company’s website. During the publicity period, the board of supervisors of the company did not receive any objection related to the incentive objects proposed in the incentive plan. On August 7, 2020, the board of supervisors of the company issued the review opinions and publicity statement of the board of supervisors on the list of incentive objects in the second phase of 2020 equity incentive plan of the company. 4. On August 13, 2020, the third extraordinary general meeting of the company in 2020 deliberated and passed the proposal on the second phase equity incentive plan in 2020 (Draft) and its summary, the proposal on the measures for the implementation and assessment of the second phase equity incentive plan in 2020, and the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive, It also disclosed the self inspection report on the trading of the company’s shares by insiders of the second phase of the equity incentive plan in 2020.
5. On August 14, 2020, the sixth meeting of the Fifth Board of directors and the sixth meeting of the Fifth Board of supervisors deliberated and adopted the proposal on adjusting the list of incentive plan objects and the number of granted rights and interests of the company’s phase II equity incentive plan in 2020 and the proposal on granting stock options to incentive objects of phase II equity incentive plan in 2020. The independent directors of the company expressed independent opinions on this. The board of directors of the company adjusted the number and number of stock options granted under the incentive plan. The total number of incentive objects granted with stock options was adjusted from 55 to 53, and the number of stock options granted was adjusted from 3.105 million to 3.095 million.
6. On August 26, 2020, the 8th meeting of the 5th board of directors and the 8th meeting of the 5th board of supervisors deliberated and adopted the proposal on granting restricted shares to the incentive objects of the second phase of 2020 equity incentive plan. The independent directors of the company expressed independent opinions on this. The number of people granted this time is 2, and the number of granted copies is 200000.
7. On June 22, 2021, the 23rd Meeting of the 5th board of directors and the 22nd Meeting of the 5th board of supervisors deliberated and adopted the proposal on adjusting the exercise price of stock options in the second phase of the company’s equity incentive plan in 2020, on which the independent directors expressed independent opinions. The board of directors adjusted the exercise price of stock options in the second phase of equity incentive plan in 2020, and the exercise price was adjusted from 34.78 yuan per share to 34.28 yuan per share.
8. August 26, 2021, The 25th meeting of the 5th board of directors and the 24th Meeting of the 5th board of supervisors deliberated and adopted the proposal on adjusting the list of stock option objects and the number of granted rights and interests of the company’s phase II equity incentive plan in 2020 and the proposal on the achievement of exercise conditions of stock options in the first exercise period of phase II equity incentive plan in 2020, Independent directors expressed independent opinions on this. In 2020, the total number of incentive objects of stock options in the second phase of the equity incentive plan will be adjusted from 53 to 40, and the number of stock options granted will be adjusted from 3095000 to 2305000. At the same time, the board of directors confirmed the achievement of exercise conditions in the first exercise period of stock options in the second phase of equity incentive plan in 2020.
9. On August 26, 2021, the 25th meeting of the 5th board of directors and the 24th Meeting of the 5th board of supervisors of the company deliberated and adopted the proposal on the achievement of lifting the restrictions on the sale of restricted shares in the first lifting period of the second phase equity incentive plan in 2020 The independent directors expressed independent opinions on the proposal on adjusting the repurchase price of restricted shares in the second phase of 2020 equity incentive plan and the proposal on repurchase and cancellation of some restricted shares. Confirm that the conditions for lifting the restrictions on the sale of restricted shares in the first lifting period of the company’s phase II equity incentive plan in 2020 have been met.
At the same time, the company plans to repurchase and cancel 50000 restricted shares granted to one resignation incentive object but not lifted, and adjust the repurchase price to 16.90 yuan / share. On September 15, 2021, the company held the second extraordinary general meeting of shareholders in 2021 and passed the proposal on repurchase and cancellation of some restricted shares.
2、 Explanation on the achievement of the conditions for the release of restricted shares in the first release period of the incentive plan
(I) description of the expiration of the first release period
According to the provisions of this incentive plan and relevant laws and regulations, from the first trading day 12 months after the completion of the registration of the first grant of restricted shares (September 15, 2020) to the last trading day within 24 months after the completion of the registration of the first grant, after meeting the conditions for the lifting of restrictions, restricted shares may apply for 30% of the total amount obtained from the lifting of restrictions. The registration completion date of restricted shares in the incentive plan is September 11, 2020, and the first restricted sale period is from September 15, 2020 to September 14, 2021. The first restricted sale period of restricted shares in the incentive plan expires on September 14, 2021.
(II) description of achievements in lifting the restrictions on sales
During the release period, the restricted shares granted to the incentive object can be released only when the following conditions are met:
S / N description of whether the conditions for lifting sales restrictions are fulfilled
The company is not under any of the following circumstances:
(1) The financial and accounting report of the latest fiscal year was registered with the board
The auditor issues an audit report with a negative opinion or unable to express an opinion
Report;
(2) The company whose internal control over financial report was noted in the most recent fiscal year did not meet the above-mentioned conditions and met the conditions for the elimination of sales restrictions if the accountant issued a negative opinion or could not express an opinion.
Accounting report;
(3) Failure to comply with laws and regulations within 36 months after listing
The articles of association and public commitment to profit distribution;
(4) Equity incentive is not allowed according to laws and regulations;
(5) Other circumstances recognized by the CSRC.
The incentive object does not have any of the following situations:
(1) In the last 12 months, it has been recognized as unwell by the stock exchange
Be a candidate;
(2) Within the last 12 months, it has been dispatched by the CSRC and its agencies
The organization determines that it is an inappropriate candidate;
(3) Within the last 12 months, the incentive objects who have been selected for major violations of laws and regulations have not met the above-mentioned circumstances, and the CSRC and its dispatched offices have met the administrative punishment or taken market measures to lift the sales restriction conditions.
Prohibition measures;
(4) Those who have the provisions of the company law shall not serve as directors of the company
The situation of senior managers;
(5) Laws and regulations shall not participate in equity incentive of listed companies
of
(6) Other circumstances recognized by the CSRC.
According to the company’s 2020 annual report, the net profit attributable to the shareholders of the listed company after deducting non recurring profits and losses in 2020 was 567945859.78 yuan, The accrued share based payment expense is the company level performance assessment requirement: 16049347.36 yuan, then the company 3’s net profit growth rate in 2020 is not lower than that in 2020, and the assessed net profit in 2020 is 20%; 583995207.14 yuan, the net profit attributable to shareholders of listed companies after deducting non recurring profits and losses in 2019 was 317933506.38 yuan, compared with 2019, The net profit growth rate in 2020 is 83.68%, meeting the conditions for lifting the sales restrictions.
Performance assessment requirements at the subsidiary level: in 2020, the performance assessment of each subsidiary 4. The shares of the incentive objects of the subsidiary that can be lifted in the current year meet the standards, and the incentive objects are listed public options. The number of incentive objects shall meet the conditions for lifting the restrictions with the employees of the performance Department of the subsidiary in the previous year. It is linked to appraisal, and can not be set according to the performance completion of subsidiaries
The same coefficient (m), and the specific performance assessment requirements shall be in accordance with the company’s requirements
The equity incentive agreement signed with the incentive object shall be executed.
Performance appraisal requirements at individual level:
According to the second phase of 2020 equity incentive plan formulated by the company
It is planned to implement the assessment management measures, and the salary and assessment committee will eliminate one incentive object who has left the company
5. In addition to the comprehensive evaluation score of the incentive object in each evaluation year, there is only one restrictive incentive object in 2020
As shown in the following table: the performance appraisal of stock incentive objects meets the standard,
Personal assessment in the previous year s ≥ 80 ＞ s ≥ 60 s ＜ meets the conditions for lifting the sales restriction.
Result (s) 60
Personal level (n) 100% 80% 0
Note: the above net profit indicators are based on excluding incentive plans
