Stock abbreviation: New Hua Du Supercenter Co.Ltd(002264) Stock Code: 002264 Announcement No.: 2022-002 New Hua Du Supercenter Co.Ltd(002264)
Reserved shares in the “pilot plan (phase II)” equity incentive plan
Announcement of grant completion
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 number of restricted shares granted this time is 1.25 million shares, accounting for 0.18% of the company’s total share capital of 684563880 shares before this grant.
2. The listing date of the restricted shares granted this time is January 17, 2022.
New Hua Du Supercenter Co.Ltd(002264) (hereinafter referred to as “the company”) convened the 14th (Interim) meeting of the 5th board of directors and the 14th (Interim) meeting of the 5th board of supervisors on December 9, 2021, and deliberated and adopted the proposal on matters related to the grant of reserved shares in the equity incentive plan of “pilot plan (phase II)”. According to the measures for the administration of equity incentive of listed companies issued by the CSRC and the relevant business rules of Shenzhen Stock Exchange and Shenzhen Branch of China Securities Depository and Clearing Co., Ltd., the company has completed the grant registration of reserved restricted shares involved in the equity incentive plan of “pilot plan (phase II)” (hereinafter referred to as “the incentive plan”), The relevant matters are hereby announced as follows:
1、 Relevant approval procedures for the incentive plan have been performed
1. On March 26, 2021, the company held the 7th (Interim) meeting of the 5th board of directors, deliberated and adopted the proposal on the equity incentive plan (Draft) and its summary of the company’s “pilot plan (phase II)”, the proposal on the measures for the implementation and assessment of the company’s “pilot plan (phase II)” equity incentive plan Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the equity incentive plan, etc. On the same day, the company held the 7th (Interim) meeting of the 5th board of supervisors, deliberated and adopted the proposal on the company’s “pilot plan (phase II)” equity incentive plan (Draft) and its summary, and the proposal on the measures for the implementation and assessment of the company’s “pilot plan (phase II)” equity incentive plan Proposal on verifying the list of incentive objects of New Hua Du Supercenter Co.Ltd(002264) “pilot plan (phase II)” equity incentive plan. Independent directors expressed independent opinions on relevant matters, and the board of supervisors and lawyers respectively expressed relevant opinions.
2. On April 10, 2021, the board of supervisors issued the announcement and review opinions on the list of incentive objects of the company’s “pilot plan (phase II)” equity incentive plan. From March 30, 2021 to April 8, 2021, the company will publicize the list of incentive objects of the incentive plan internally. At the expiration of the publicity period, the board of supervisors of the company did not receive any objection to the list of incentive objects.
3. On April 14, 2021, the company held the second extraordinary general meeting of shareholders in 2021, deliberated and approved the proposal on the equity incentive plan (Draft) and its summary of the company’s “pilot plan (phase II)”, the proposal on the measures for the implementation and assessment of the company’s “pilot plan (phase II)” equity incentive plan Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the equity incentive plan, etc. The incentive plan has been approved and the board of directors of the company is authorized to handle matters related to the incentive plan. On the same day, the board of directors of the company disclosed the self inspection report on the trading of the company’s shares by insiders of the company’s “Navigator plan (phase II)” equity incentive plan.
4. On April 26, 2021, the company held the 9th (Interim) meeting of the 5th board of directors and the 9th (Interim) meeting of the 5th board of supervisors, which deliberated and adopted the proposal on matters related to the granting of restricted shares and stock options involved in the equity incentive plan of the company’s “navigator plan (phase II)”. Independent directors expressed independent opinions on relevant matters. The board of supervisors and lawyers respectively expressed relevant opinions.
5. On December 9, 2021, the company held the 14th (Interim) meeting of the 5th board of directors and the 14th (Interim) meeting of the 5th board of supervisors, deliberated and adopted the proposal on matters related to the grant of reserved shares in the “pilot plan (phase II)” equity incentive plan. Independent directors expressed independent opinions on relevant matters, and the board of supervisors and lawyers respectively expressed relevant opinions.
2、 Grant of restricted shares involved in the incentive plan
1. Grant date: December 9, 2021;
2. Grant price: 2.13 yuan per share;
3. Stock source: shares repurchased by the company;
4. The number of incentive objects granted this time is 14, including middle and senior managers and core backbone personnel in subsidiaries. The number of reserved restricted shares granted this time is 1.25 million.
5. The validity period, sales restriction period, release arrangement and release conditions of the restricted stock incentive plan involved in the incentive plan
1) Validity period of restricted stock incentive plan
The maximum period shall not exceed 60 months from the date of cancellation of sales restriction or repurchase by the Ministry.
2) Restricted stock incentive plan’s restriction period and lifting of restriction arrangement
Restricted shares granted to incentive objects are subject to different restricted sales periods. The restricted period of some reserved restricted shares is the same as that granted for the first time, which is 12 months, 24 months and 36 months respectively.
The release period of some reserved restricted shares and the release schedule of each period are the same as those granted for the first time. The release period of restricted shares granted under the plan and the release schedule of each period are shown in the table below:
Release of restriction arrangement release of restriction time release of restriction proportion
The restricted shares granted for the first time shall be issued 12 months after the completion of the registration of the first grant
40% from the first trading day of the first release period to the completion of the first grant registration
Ending on the last trading day within 24 months from
The restricted shares granted for the first time shall be issued 24 months after the completion of the registration of the first grant
30% from the first trading day of the second release period to the completion of the first grant registration
Ending on the last trading day within 36 months from
The restricted shares granted for the first time shall be issued 36 months after the completion of the registration of the first grant
30% from the first trading day of the third release period to the completion of the first grant registration
Ending on the last trading day within 48 months from
3) Conditions for lifting the restrictions on the sale of restricted shares
The conditions for the release of restricted shares in the reserved part are the same as those for the first grant.
During the release period, the restricted shares granted to the incentive object can be released only when the following conditions are met:
① The company is not under any of the following circumstances:
a. 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;
b. 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;
c. Failure to distribute profits in accordance with laws and regulations, the articles of association and public commitments within the last 36 months after listing;
d. Equity incentive is not allowed according to laws and regulations;
e. Other circumstances recognized by the CSRC.
② The incentive object does not have any of the following situations:
a. Being identified as inappropriate by the stock exchange within the last 12 months;
b. It has been identified as an inappropriate candidate by the CSRC and its dispatched offices within the last 12 months;
c. 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;
d. Those who are not allowed to serve as directors or senior managers of the company as stipulated in the company law;
e. Those who are not allowed to participate in equity incentive of listed companies according to laws and regulations;
f. Other circumstances recognized by the CSRC.
In case of any of the circumstances specified in article ① above, all restricted shares granted to incentive objects under the plan but not yet lifted shall be repurchased and cancelled by the company. The repurchase price shall be the sum of the grant price and the interest on bank deposits in the same period. If the company is personally responsible for the above circumstances, the repurchase price shall be the grant price; If one of the circumstances specified in article ② above occurs to an incentive object, the restricted shares granted to the incentive object but not lifted according to the incentive plan shall be repurchased and cancelled by the company at the grant price.
③ Company level performance assessment requirements for restricted stock incentive plans
The assessment year for the release of restricted shares granted under the plan is three fiscal years from 2021 to 2023, with one assessment in each fiscal year. The annual performance appraisal objectives of restricted shares granted under the plan are shown in the table below:
a. Performance evaluation indicators at the level of listed companies:
Assessment objective of lifting the sales restriction period
The net profit in 2021 during the first period of lifting the sales restriction shall not be less than 118.3 million yuan
In the second period of lifting the restrictions on sales, the net profit in 2022 shall not be less than 143.9 million yuan
In the third period of lifting the restrictions on sales, the net profit in 2023 shall not be less than 160.3 million yuan
Note: (1) the assessment index is only for the directors, senior managers and incentive objects at the level of listed companies participating in the plan, and the incentive objects at the level of subsidiaries do not participate in the assessment; (2) The above “net profit” index is the net profit attributable to the shareholders of the listed company in the audited consolidated income statement; (3) “Not less than” in the above table includes this number; (4) The above performance assessment objectives do not constitute the company’s performance prediction and substantive commitment to investors.
b. Performance evaluation indicators at subsidiary level:
Assessment objective of lifting the sales restriction period
The net profit in 2021 in the first period of lifting the sales restriction shall not be less than 102.3 million yuan
The net profit in 2022 in the second period of lifting the sales restriction shall not be less than 119.9 million yuan
The net profit in 2023 in the third period of lifting the sales restriction shall not be less than 132.3 million yuan
Note: (1) the assessment index is for all incentive objects participating in the plan; (2) The above “net profit” refers to the audited data of jiuaizhi and consolidated statements; (3) “Not less than” in the above table includes this number; (4) The above performance assessment objectives do not constitute the company’s performance prediction and substantive commitment to investors.
If the above performance assessment objectives are met at the subsidiary level, the restricted shares of the incentive object working at the subsidiary level corresponding to the assessment year can be lifted; If the listed company level and subsidiary level meet the above performance assessment objectives, the restricted shares of the directors, senior managers and incentive objects working at the listed company level corresponding to the assessment year can be lifted.
If the listed company level and subsidiary level fail to meet the above performance assessment objectives, the restricted shares that the directors, senior managers and incentive objects working at the listed company level plan to lift the restrictions in the assessment year shall not be lifted and shall be repurchased and cancelled by the company. The repurchase price is the sum of the grant price and the deposit interest of the bank in the same period, If the company is personally responsible for failing to meet the above performance assessment objectives, the repurchase price shall be the grant price. If the subsidiary fails to meet the above performance assessment objectives, the restricted shares that can be lifted in the corresponding assessment year of all incentive objects shall not be lifted, and the company shall repurchase and cancel them. The repurchase price is the sum of the grant price and the bank deposit interest in the same period. If the company is personally responsible for the company’s failure to meet the above performance assessment objectives, the repurchase price is the grant price.
④ Performance appraisal requirements at individual level
The salary and assessment committee of the board of directors shall assess the incentive objects annually according to the management measures for the implementation of the equity incentive plan of New Hua Du Supercenter Co.Ltd(002264) “pilot plan (phase II)”, and determine the evaluation results according to the individual performance evaluation indicators. In principle, the performance evaluation results are divided into qualified and unqualified grades, and the evaluation form is applicable to the assessment objects. At that time, the proportion of the incentive object to lift the sales restriction shall be determined according to the following table:
Qualified or unqualified assessment results
Standard coefficient 1 0
Individual’s actual sales limit lifted in the current year = standard coefficient × The individual plans to lift the sales restriction limit in the current year.
If the incentive object is “qualified” in the current year of personal assessment, the incentive object can apply for lifting the sales restriction according to the proportion specified in the plan. If the incentive object is “unqualified” in the current year of personal assessment, the company will cancel the current sales restriction limit of the incentive object in accordance with the provisions of the plan, and the company will repurchase and cancel it according to the grant price.
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, and shall be handled in accordance with Article 26 of the measures for the administration of equity incentives of listed companies.
3、 Explanation on the consistency between the restricted shares granted to the incentive object and the publicity
The list of incentive objects granted restricted shares and the number of restricted shares granted are consistent with the publicity of the company.
4、 Capital verification of share subscription funds granted
Tianjian Certified Public Accountants (special general partnership) has verified the paid in capital of the company’s share repurchase by employees in the restricted shares involved in the “pilot plan (phase II)” equity incentive plan as of December 27, 2021, On December 30, 2021, the company issued a capital verification report (tjy [2021] No. 13-2): the company received a total of two million six hundred and sixty-two thousand and five hundred yuan (¥ 2662500.00) from employees to buy back shares of the company, all in cash
