Securities code: 605228 securities abbreviation: Shentong Technology Group Co.Ltd(605228) Announcement No.: 2022-012 Shentong Technology Group Co.Ltd(605228)
Announcement on granting restricted shares to incentive objects for the first time
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Important content tips:
First grant date of restricted shares: January 19, 2022
Number of restricted shares granted for the first time: 4.55 million shares
Initial grant price of restricted stock: 4.69 yuan / share
Shentong Technology Group Co.Ltd(605228) (hereinafter referred to as “the company” or ” Shentong Technology Group Co.Ltd(605228) “) convened the sixth meeting of the second board of directors on January 19, 2022, deliberated and adopted the proposal on granting restricted shares to incentive objects for the first time. The board of Directors considers that the first grant conditions specified in the company’s restricted stock incentive plan 2021 (Draft) (hereinafter referred to as “incentive plan” or “this incentive plan”) have been met, and agrees to determine January 19, 2022 as the first grant date. The relevant matters are explained as follows:
1、 First grant of restricted shares
(I) implemented decision-making procedures and information disclosure
1. On December 24, 2021, the company held the third meeting of the second board of directors, deliberated and adopted the proposal on the company’s restricted stock incentive plan in 2021 (Draft) and its summary The proposal on the management measures for the implementation and assessment of the company’s restricted stock incentive plan in 2021 and the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s restricted stock incentive plan in 2021, etc. The independent directors of the company have expressed their independent opinions on the relevant proposals of the incentive plan.
On the same day, the company held the third meeting of the second session of the board of supervisors, deliberated and adopted the proposal on the company’s restricted stock incentive plan in 2021 (Draft) and its summary, the proposal on the company’s assessment and management measures for the implementation of the restricted stock incentive plan in 2021, and the proposal on verifying the list of incentive objects of the company’s restricted stock incentive plan in 2021, The board of supervisors of the company verified the relevant matters of the incentive plan and issued relevant verification opinions.
2. From December 26, 2021 to January 4, 2022, the company publicized the names and positions of the incentive objects to be granted for the first time in the incentive plan within the company. During the publicity period, the board of supervisors of the company did not receive any objection feedback. On January 5, 2022, the company disclosed the announcement and verification opinions of the board of supervisors on the list of incentive objects of the company’s restricted stock incentive plan in 2021.
3. On January 10, 2022, the company held the first extraordinary general meeting of shareholders in 2022, deliberated and adopted the proposal on the company’s restricted stock incentive plan in 2021 (Draft) and its summary Proposal on the management measures for the implementation and assessment of the company’s restricted stock incentive plan in 2021 and proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s restricted stock incentive plan in 2021. The company’s implementation of the incentive plan is approved, and the board of directors is authorized to determine the grant date, grant restricted shares to the incentive object when the incentive object meets the conditions, and handle all matters necessary for the grant. On the same day, the company disclosed the self inspection report on the trading of the company’s shares by insiders of the restricted stock incentive plan in 2021.
4. On January 19, 2022, the company held the sixth meeting of the second board of directors and the fifth meeting of the second board of supervisors, deliberated and adopted the proposal on adjusting matters related to the 2021 restricted stock incentive plan and the proposal on granting restricted shares to incentive objects for the first time. The board of supervisors of the company checked and issued verification opinions on the matters related to the first grant, and the independent directors of the company issued independent opinions on the relevant matters.
(II) statement of the board of directors on meeting the grant conditions
According to the relevant laws and regulations and the relevant provisions of the incentive plan, the restricted shares granted to the incentive object shall meet the following grant conditions at the same time:
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, articles of association and public commitments within 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.
After careful verification, 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 the conditions for the first grant of this incentive plan have been met.
(III) details of equity grant
1. First grant date: January 19, 2022;
2. Number of First grants: the number of equity grants this time is 4.55 million shares, accounting for 1.08% of the total capital stock of the company at the time of announcement of the draft incentive plan of 420 million shares.
3. Number of persons granted for the first time: 36.
4. Grant price: 4.69 yuan / share.
5. Stock source: the company’s A-share common stock issued by the company to the incentive object.
6. The validity period, sales restriction period and release arrangement of the incentive plan:
(1) Validity of this incentive plan
The validity period of this incentive plan is from the date of completing 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 60 months. (2) Sales restriction period and release arrangement of the incentive plan
The restricted shares granted to the incentive objects of the incentive plan are subject to different restricted sales periods, which are 12 months, 24 months and 36 months respectively from the date of completion of grant registration.
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. The restricted shares held by the incentive objects who do not meet the conditions for lifting the restriction shall be repurchased by the company according to the principles specified in the plan.
The release period of restricted shares granted for the first time (including reserved) under the incentive 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 first release period is from the first trading day 12 months after the completion of grant registration to 30% of the grant
The last trading day within 24 months from the date of completion of registration
The second release period is from the first trading day after 24 months from the date of completion of grant registration to 30%
The last trading day within 36 months from the date of completion of registration
The third release period is from the first trading day 36 months after the completion of the grant registration to 40% of the grant
The last trading day within 48 months from the date of completion of registration
7. List of incentive objects and awards:
Proportion of restricted shares granted to the incentive plan to the number of job tickets (10000 shares) granted rights and interests of the company on the announcement date
Zhu Chunya, director and general manager 100.00 20.00% 0.24%
Zhang Yingchun director and financial principal 15.00 3.00% 0.04%
Zhou baocong director 15.00 3.00% 0.04%
Wu Chao, Secretary of the board of directors 8.00 1.60% 0.02%
Core management personnel and core technical (business) personnel 317.00 63.40% 0.75%
(32 persons in total)
Reserved part 45.00 9.00% 0.11%
Total (36 persons in total) 500.00 100.00% 1.19%
Note: 1. The shares of the company granted by any of the above incentive objects through all effective equity incentive plans do not exceed the incentive plan
1% of the total share capital of the company at the time of announcement of the draft, and the total number of subject shares involved in all incentive plans of the company within the validity period shall not exceed this incentive plan
10% of the total share capital of the company at the time of announcement of the draft incentive plan. The proportion of reserved rights and interests shall not exceed 20% of the number of rights and interests to be granted under the incentive plan.
2. If the mantissa of the sum of the above total data and each detail is different due to rounding, two decimal places shall be retained.
2、 Explanation on whether there is any difference between the granted rights and interests and the equity incentive plan deliberated and adopted by the general meeting of shareholders
Whereas, among the incentive objects granted for the first time by the company in this incentive plan, one person voluntarily gives up subscribing for all 100000 restricted shares to be granted by the company for personal reasons, according to the relevant provisions of the incentive plan and the authorization of the first extraordinary general meeting of shareholders in 2022, The board of directors of the company shall adjust the list of incentive objects and the number of restricted shares granted for the first time in the incentive plan.
After the above adjustments, the number of incentive objects granted for the first time in the incentive plan is adjusted from 37 to 36, and the total amount of restricted shares granted remains unchanged at 5 million shares, of which the first grant part is adjusted from 4.65 million shares to 4.55 million shares, and the reserved grant part is adjusted from 350000 shares to 450000 shares. In addition, other contents of the incentive plan are consistent with the relevant contents deliberated and approved by the first extraordinary general meeting of shareholders in 2022.
The content of this adjustment is within the scope of authorization of the board of directors by the first extraordinary general meeting of shareholders in 2022 and does not need to be submitted to the general meeting of shareholders for deliberation.
3、 If the incentive object is a director or senior manager, a statement on the sale of shares of the company 6 months before the date of grant of restricted shares
After verification, the directors and senior managers participating in the incentive plan have not sold the company’s shares within 6 months before the date of granting restricted shares.
4、 Impact of this restricted stock grant on the company’s financial position
According to the provisions of accounting standards for Business Enterprises No. 11 – share based payment, the fair value of restricted shares is determined based on the closing price on the grant date, and the share based payment expenses of the incentive plan will be finally recognized. These expenses will be amortized according to the proportion of lifting the restrictions during the implementation of the incentive plan, and the incentive costs generated by the incentive plan will be listed in the recurring profits and losses. The board of directors has determined that the first grant date of the incentive plan is January 19, 2022. The company has calculated the share payment expenses of 4.55 million restricted shares granted for the first time, and the impact on the accounting costs of each period is shown in the table below:
Total expenses to be amortized 2022 2023 2024 2025
(ten thousand yuan) (ten thousand yuan) (ten thousand yuan) (ten thousand yuan) (ten thousand yuan)
1,979.25 1,058.35 610.27 288.64 21.99
Note: 1. The above calculation results do not represent the final accounting cost. The actual accounting cost is related to the grant date, grant price and the number of sales restrictions lifted. If the incentive object leaves before the release of sales restrictions, the company’s performance appraisal and personal performance appraisal fail to meet the corresponding standards, the actual number of sales restrictions lifted will be reduced accordingly, so as to reduce the share payment expenses. At the same time, the company reminds shareholders
