Securities code: 002415 securities abbreviation: Hangzhou Hikvision Digital Technology Co.Ltd(002415) Announcement No.: 2022-006 Hangzhou Hikvision Digital Technology Co.Ltd(002415)
Announcement on granting restricted shares to the incentive objects of the restricted stock plan in 2021
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.
Hangzhou Hikvision Digital Technology Co.Ltd(002415) (hereinafter referred to as " Hangzhou Hikvision Digital Technology Co.Ltd(002415) " or "the company") deliberated and adopted the proposal on granting restricted shares to the incentive objects of the 2021 restricted stock plan at the 8th meeting of the Fifth Board of directors on January 18, 2022; According to the authorization of the company's first extraordinary general meeting in 2022, the board of directors agreed that the company would grant 99417229 restricted shares to 9933 incentive objects of the 2021 restricted stock plan on January 18, 2022 at a price of 29.71 yuan / share. The relevant matters are described as follows:
1、 Brief description of restricted stock plan in 2021 and relevant approval procedures performed
(I) brief description of restricted stock plan in 2021
According to the 2021 restricted stock plan (Revised Draft) (hereinafter referred to as "2021 restricted stock plan" or "the plan") deliberated and approved by the company's first extraordinary general meeting of shareholders in 2022 on January 17, 2022 and relevant authorizations, the main contents of the plan are as follows:
1. The plan is based on the company law of the people's Republic of China, the securities law of the people's Republic of China, the Trial Measures for the implementation of equity incentive by state-controlled listed companies (within China), the notice on issues related to the standardization of the implementation of equity incentive system by state-controlled listed companies, and the guidelines for the implementation of equity incentive by central enterprise controlled listed companies The measures for the administration of equity incentive of listed companies (hereinafter referred to as the "measures") and other relevant laws, regulations, departmental rules and normative documents, as well as the Hangzhou Hikvision Digital Technology Co.Ltd(002415) articles of Association (hereinafter referred to as the "articles of association").
2. The incentive form adopted in the plan is restricted shares, that is, the company grants 99417229 restricted shares to the incentive object by issuing new shares, accounting for 1.06% of the total share capital of the company; When the unlocking conditions are met, the incentive objects can apply for unlocking the granted restricted shares in batches according to the provisions of the plan; Restricted stocks can circulate freely according to law after being unlocked.
3. The incentive objects of restricted shares granted in this plan are some senior managers of the company, middle-level managers, grass-roots managers, core technology and key employees in key fields required to achieve the company's strategic objectives, a total of 9933, accounting for about 23.27% of the total number of the company by the end of 2020.
4. The plan is unlocked in three times 24 months after the grant date, and the unlocking period is 36 months.
1) The lock-in period of the underlying stock is 24 months after the grant date, and the underlying stock held by the incentive object under the plan will be locked and may not be transferred in any form;
2) The period from 24 months to 60 months after the grant of restricted shares (including the lock-in period) is the unlocking period. During the unlocking period, if the unlocking conditions specified in the equity incentive plan are met, the granted restricted shares will be unlocked three times: the first unlocking period is from 24 months to 36 months after the grant date, The number of unlocked shares is 40% of the total number of shares awarded at that time (including the subject shares invested and purchased by the incentive object); The second unlocking period is from 36 months to 48 months after the grant date, and the number of unlocked shares is 30% of the total number of awarded shares (including the subject shares invested and purchased by the incentive object); The third unlocking period is from 48 months to 60 months after the grant date, and the number of unlocked shares is 30% of the total number of awarded shares (including the subject shares invested and purchased by the incentive object). During the unlocking period, after the board of directors confirms that the unlocking conditions are met in the current period, the incentive object can apply for unlocking the corresponding proportion of restricted shares within the unlocking window period determined by the board of directors. The part that has not applied for unlocking in the current period will not be unlocked and will be repurchased and cancelled by the company; If the unlocking conditions are not met in any period of the unlocking period, the restricted shares that can be applied for unlocking in the current period shall not be unlocked and shall be cancelled after being repurchased by the company.
5. The price of each restricted stock granted by the company to the incentive object is 29.71 yuan.
6. The unlocking of restricted shares granted this time shall meet the following performance requirements:
1) The company's return on net assets in the financial year prior to the unlocking of restricted shares shall meet the following conditions when unlocking each batch:
a. First unlocking: the return on net assets of the year before the unlocking time point shall not be less than 20%, and shall not be lower than the 75th percentile level of the benchmark company in the same period;
b. Second unlocking: the return on net assets of the year before the unlocking time point shall not be less than 20%, and shall not be lower than the 75th percentile level of the benchmark company in the same period;
c. The third unlocking: the return on net assets of the year before the unlocking time point shall not be less than 20%, and shall not be lower than the 75th percentile level of the benchmark company in the same period;
Return on net assets refers to the weighted average return on net assets after deducting non recurring profits and losses. At the same time, if the company refinances, the net asset is the net asset value after deducting the amount of refinancing in the year of refinancing, and the net profit is the net profit after excluding the influence of refinancing factors.
2) The growth rate of the company's operating revenue in the financial year prior to the unlocking of restricted shares shall meet the following conditions when unlocking each batch:
a. First unlocking: the compound operating revenue growth rate of the year before the unlocking time point shall not be less than 15% compared with the year before the grant, and shall not be lower than the 75th percentile growth rate of the benchmark company in the same period;
b. Second unlocking: the compound operating revenue growth rate of the year before the unlocking time point shall not be less than 15% compared with the year before the grant, and shall not be lower than the 75th percentile growth rate of the benchmark company in the same period;
c. Third unlocking: the compound operating revenue growth rate of the year before the unlocking time point shall not be less than 15% compared with the year before the grant, and shall not be lower than the 75th percentile growth rate of the benchmark company in the same period.
If the compound growth rate of the operating income of the year before the unlocking time point is lower than that of the year before the grant, then if the unlocking conditions are not met in the unlocking period, this part of the underlying shares will be invalidated, and the incentive object shall not apply for unlocking of the underlying shares again in the following years.
3) During the lock-in period of restricted stocks, the economic value added (EVA) of the year before the unlocking time point shall increase compared with the previous year and be higher than the EVA of the year before the grant.
7. The total number of subject shares involved in all equity incentive plans of the company within the validity period shall not exceed 10% of the total share capital of the company; The cumulative shares of the company granted by any single incentive object through all equity incentive plans within the validity period shall not exceed 1% of the total share capital of the company.
8. Date and method of grant
The granting date of this restricted stock grant shall be determined by the board of directors in accordance with relevant regulations after the plan is deliberated and approved by the general meeting of shareholders of the company. In principle, the date of the meeting of the board of directors after the general meeting of shareholders shall prevail.
For the granting of restricted shares, the company shall convene the board of directors to grant restricted shares to the incentive objects within 60 days from the date when the plan is deliberated and approved by the general meeting of shareholders and the grant conditions specified in the plan are realized.
9. The stock funds granted to the incentive object this time will be settled by self financing. The company promises not to provide loans and other forms of financial assistance for the relevant rights and interests obtained by the incentive object according to the incentive plan, including providing guarantee for its loans.
(II) relevant approval procedures performed
On September 30, 2021, the fifth meeting of the Fifth Board of directors and the fifth meeting of the Fifth Board of supervisors deliberated and adopted the 2021 restricted stock plan (Draft) and summary.
On December 27, 2021, the state owned assets supervision and Administration Commission of the State Council issued the reply on Hangzhou Hikvision Digital Technology Co.Ltd(002415) implementing the fifth phase of restricted stock incentive plan (Guo Zi kaofen [2021] No. 623), agreeing in principle that the company implement the fifth phase of restricted stock incentive plan.
On December 30, 2021, the 7th Meeting of the 5th board of directors of the company deliberated and adopted the 2021 restricted stock plan (Revised Draft) and its summary, the measures for the implementation and assessment of restricted stocks in 2021, the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to the 2021 restricted stock plan, and the proposal on Amending the articles of association, Independent directors have expressed independent opinions on the plan. On the same day, the seventh meeting of the Fifth Board of supervisors deliberated and approved the plan and the list of incentive objects of the 2021 restricted stock plan. On January 17, 2022, the first extraordinary general meeting of the company in 2022 deliberated and approved the 2021 restricted stock plan (Revised Draft) and its abstract, the measures for the implementation and assessment of restricted stocks in 2021, the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to the 2021 restricted stock plan, and the proposal on Amending the articles of association.
On January 18, 2022, the 8th meeting of the 5th board of directors of the company deliberated and approved the proposal on adjusting the list of incentive objects of the restricted stock plan in 2021 and the proposal on granting restricted shares to incentive objects of the restricted stock plan in 2021. The independent directors and the board of supervisors expressed clear opinions on whether the granting conditions were met, The board of supervisors verified the list of incentive objects of the restricted stock plan in 2021 (after adjustment).
2、 Grant arrangement of restricted stock plan in 2021
1. Stock source: the company issued Hangzhou Hikvision Digital Technology Co.Ltd(002415) a ordinary shares to incentive objects.
2. Grant date: January 18, 2022;
The grant date is a trading day and does not belong to the following periods:
1) Within 30 days before the announcement of the company's periodic report;
2) Ten days before the announcement of the company's performance forecast and performance express;
3) From the date of major events that may have a great impact on the trading price of the company's shares or the date of entering the decision-making procedures to two trading days after disclosure according to law;
4) Other periods prescribed by the CSRC and the stock exchange.
3. Grant price: 29.71 yuan / share;
4. Grant objects and quantity: 9933 incentive objects are proposed to be granted this time, and the restricted shares are granted
There are 99417229 shares in total.
The specific distribution is shown in the table below:
The number of shares granted accounts for the total share capital granted this time
Serial number name position (share) total proportion (%)
（%）
1 Bi Huijuan, senior deputy general manager 90000 0.09% 0.0010%
2 Xu Ximing Senior Deputy General Manager 90000 0.09% 0.0010%
3 Huang Fanghong Senior Deputy General Manager 80000 0 0.08% 0.0009%
4 Pu Shiliang Senior Deputy General Manager 90000 0.09% 0.0010%
5 Jinyan Senior Deputy General Manager 80000 0 0.08% 0.0009%
6 Xu Peng Senior Deputy General Manager 70000 0.07% 0.0007%
The number of shares granted per capita accounts for the total share capital granted this time
Proportion of the total number of shares (shares) of the incentive object (%)
（%）
6 senior managers in total 83333 500000 0.50% 0.0054%
There are 135 middle managers, 27476 3709310 3.73% 0.0397%
Other grass-roots management personnel, 836 in total, 15656 13088220 13.17% 0.1402%
excitation
Target: 8956 core employees, 9169 82119699 82.60% 0.8796%
Subtotal, 9927 persons in total 9964 98917229 99.50% 1.0595%
In total, 9933 people were granted 10009 99417229 100.00% 1.0649%
3、 Description of the fulfillment of the grant conditions of the restricted stock plan in 2021
1. The granting frequency is in accordance with the regulations
According to the restrictive regulations of 2021
