Securities code: 603626 securities abbreviation: Kunshan Kersen Science & Technology Co.Ltd(603626) Announcement No.: 2022-004 Kunshan Kersen Science & Technology Co.Ltd(603626)
Summary announcement of 2022 draft stock option and restricted stock incentive plan
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: ● equity incentive method: stock option and restricted stock ● share source: the company issues A-Shares of common stock or legal Other ways permitted by administrative regulations ● total equity of equity incentive and total number of underlying shares involved: the total number of stock options and restricted shares to be granted to incentive objects in the incentive plan is 10.8 million, accounting for about 1.94% of the total share capital of the company on the announcement date of the draft incentive plan. All are granted for the first time without reservation. 1、 Basic information of the company (I) Company Profile
Company name: Kunshan Kersen Science & Technology Co.Ltd(603626) (hereinafter referred to as ” Kunshan Kersen Science & Technology Co.Ltd(603626) “, “company” or “the company”)
Listing date: February 9, 2017
Registered address: No. 155, Xinxing South Road, Kunshan Development Zone
Registered capital: 49088546 yuan
Legal representative: Xu Jingen (II) corporate governance structure
The board of directors of the company consists of 9 directors, including 3 independent directors; The board of supervisors of the company consists of three supervisors, including one employee supervisor; There are 5 senior managers of the company, and the specific list is shown in the table below:
Serial number name title
1 Chairman Xu Jingen
2 Xiang Xuemei, director, deputy general manager and chief financial officer
3 Tan Chai Hau, director and general manager
4. Wu Huiming, director and Deputy General Manager
5 Li Jin, director and Deputy General Manager
6 Qu Liping, director
7. Wang Shulin, independent director
8. Xu Jindao independent director
9 yuan Xiuguo, independent director
Qu Haijuan, chairman of the board of supervisors
11. Supervisor Yu Xuefeng
12. Supervisor fan Yuqin
13 Xu Ning, Secretary of the board of directors
(III) main accounting data and financial indicators of the company:
Main financial data 2020 / December 2020 December 2019 / December 2019 December 2018 / December 31, 2019
Total assets (100 million yuan) 60.28 45.98 49.61
Net assets (100 million yuan) 20.91 16.59 18.65
Operating income (100 million yuan) 34.67 21.27 24.08
Net profit attributable to shareholders of listed company -0.48 -1.85 1.25
(100 million yuan)
Deduction attributable to shareholders of listed companies non -0.60 -2.02 1.11
Net profit of recurring profit and loss (100 million yuan)
Basic earnings per share (yuan) -0.10 -0.45 0.30
Deduct non earnings per share (yuan) -0.13 -0.49 0.27
Net assets per share (yuan) 4.26 3.73 4.49
Weighted return on net assets (%) – 2.39 -10.75 7.02
2、 Purpose of equity incentive plan
In order to further improve the corporate governance structure, establish and improve the company’s long-term incentive and restraint mechanism, attract and retain professional management talents, fully mobilize their enthusiasm and creativity, effectively improve the cohesion of the core team and the core competitiveness of the enterprise, effectively combine the interests of shareholders, the company and the core team, and make all parties pay common attention to the long-term development of the company, Ensure the realization of the company’s development strategy and business objectives. On the premise of fully protecting the interests of shareholders, in accordance with the principle of equal income and contribution, in accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), the measures for the administration of equity incentive of listed companies (hereinafter referred to as the “administrative measures”) and other relevant laws The stock option and restricted stock incentive plan (hereinafter referred to as “the incentive plan”) is formulated in accordance with the provisions of administrative regulations, normative documents and the articles of association. 3、 Equity incentive method and source of underlying stock
(I) equity incentive method
The incentive methods of this incentive plan are stock options and restricted stocks.
(II) source of underlying stock
The company issues A-share common shares to the incentive objects or other ways permitted by laws and administrative regulations. 4、 Number of equity to be granted
The incentive plan intends to grant a total of 10.8 million rights and interests to the incentive objects, and the subject stock involved is RMB A-share common stock, accounting for 1.94% of the total share capital of the company at the time of announcement of the incentive plan.
The grant part is as follows:
(I) stock option incentive plan: the company plans to grant no more than 9.5 million stock options to the incentive objects, and the subject stock involved is RMB A-share common stock, accounting for about 1.70% of the total share capital of the company on the announcement date of the draft plan. Each stock option granted to the incentive object has the right to purchase one Kunshan Kersen Science & Technology Co.Ltd(603626) share at the exercise price on the exercise date when the exercise conditions are met.
(II) restricted stock incentive plan: the company plans to grant no more than 1.3 million restricted shares to the incentive object, and the subject stock involved is RMB A-share common stock, accounting for about 0.23% of the total share capital of the company on the announcement date of the draft plan.
The total number of subject shares involved in the equity incentive plan of the company within the whole validity period shall not exceed 10% of the total issued share capital of the company on the date when the incentive plan is approved by the general meeting of shareholders. The number of shares granted to any incentive object in the equity incentive plan within the full validity period of the incentive plan shall not exceed 1% of the total issued share capital of the company on the date when the incentive plan is approved by the general meeting of shareholders. 5、 Scope of incentive objects and the number of rights and interests granted to them
(I) basis for determining incentive objects
1. Legal basis for determining incentive objects
The incentive objects of the incentive plan are determined in accordance with the company law, securities law, management measures and other relevant laws, administrative regulations, normative documents and the articles of association, and in combination with the actual situation of the company. 2. Job basis for determining incentive objects
The incentive objects of the incentive plan are the middle-level managers and technical backbone of the company (including subsidiaries) that the board of directors deems necessary to be encouraged (excluding the company’s supervisors and independent directors). The incentive objects of the incentive plan are nominated by the remuneration and assessment committee of the board of directors of the company and verified and determined by the board of supervisors of the company.
(II) number of incentive objects
The total number of incentive objects involved in the incentive plan is 869. All incentive objects must work in the company or subsidiaries within the assessment period of the incentive plan and have signed labor contracts or employment contracts with the company or subsidiaries. (III) verification of incentive objects
1. After the incentive plan is reviewed and approved by the board of directors, the company shall publicize the names and positions of incentive objects internally for a period of not less than 10 days.
2. The board of supervisors of the company will review the list of incentive objects, fully listen to the publicity opinions, and disclose the explanation of the board of supervisors on the review and publicity of the list of incentive objects 5 days before the general meeting of shareholders of the company considers the incentive plan. The list of incentive objects adjusted by the board of directors of the company shall also be verified by the board of supervisors of the company.
(III) distribution of stock options and restricted shares granted to incentive objects
1. The distribution of stock options granted by the incentive plan among incentive objects is shown in the table below:
The stock period granted to the personnel accounts for the proportion of the granted options in the incentive plan
The proportion of the total number of shares (shares) to the number of shares on the announcement date
Proportion of total amount
Middle management and technical backbone (including subsidiaries, a total of 9.5 million, 100% 1.70%)
788 persons)
Total 9500000 100% 1.70%
2. The distribution of restricted shares granted by the incentive plan among incentive objects is shown in the table below:
Restricted incentive granted accounted for this incentive
Serial number name position number of shares (shares) total number of shares transferred to announcement day shares
Proportion of total amount
Middle management and technical backbone (including subsidiaries, 1300000 in total, 100% 0.23%)
81 persons)
Total 1300000 100% 0.23%
(Note: if there is any difference in the mantissa between the sum of some total figures and each detailed figure in the incentive plan, it is caused by the rounding of the above percentage results.)
(IV) the above incentive objects do not include the company’s independent directors, supervisors, shareholders or actual controllers who individually or jointly hold more than 5% of the company’s shares and their spouses, parents and children.
(V) the incentive object does not participate in the equity incentive plans of two or more listed companies at the same time.
(VI) if the incentive object fails to comply with the administrative measures and the provisions of the incentive plan during the implementation of the incentive plan, the company will terminate its right to participate in the incentive plan and repurchase and cancel the restricted shares granted but not lifted at the granted price. 6、 The price of stock option and restricted stock and the method of determining the price
(I) exercise price of stock options and determination method of exercise price
The exercise price of the stock option granted this time is 12.43 yuan / share, that is, when the exercise conditions are met, each stock option granted to the incentive object has the right to purchase one a share of the company at the price of 12.43 yuan during the validity period. The exercise price of the stock option granted this time shall not be lower than the par value of the stock, and shall not be lower than the higher of the following prices:
1. The average trading price of A-Shares of the company on the trading day before the announcement of the incentive plan (the total trading volume of A-Shares on the previous trading day / the total trading volume of A-Shares on the previous trading day) is 12.43 yuan / share;
2. The average trading price of the company’s shares in the 20 trading days before the announcement of the incentive plan (shares in the first 20 trading days)
(II) grant price and determination method of restricted shares
The grant price of restricted shares granted for the first time in this incentive plan is 6.22 yuan per share, and shall not be lower than the higher of the following two prices:
1. 50% of the average trading price of the company’s shares 12.43 yuan / share one trading day before the publication of the draft plan, i.e. 6.22 yuan / share;
2. 50% of the average trading price of the company’s shares of 12.35 yuan / share 20 trading days before the publication of the draft plan, i.e. 6.18 yuan / share. 7、 Validity period, grant date, sales restriction period, release of sales restriction and lock up period of incentive plan
(I) arrangements for the validity period, grant date, restricted sale period, release of restricted sale and lock up period of the stock option incentive plan
one
