Securities code: 300170 securities abbreviation: Hand Enterprise Solutions Co.Ltd(300170) Announcement No.: 2022-009 Hand Enterprise Solutions Co.Ltd(300170)
About the second stock option incentive plan in 2021
Announcement on completion of registration of stock option grant
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.
In accordance with the measures for the administration of equity incentive of listed companies issued by the China Securities Regulatory Commission, the relevant rules of Shenzhen Stock Exchange and Shenzhen Branch of China Securities Depository and Clearing Co., Ltd., it has been reviewed and confirmed by Shenzhen Stock Exchange and Shenzhen Branch of China Securities Depository and Clearing Co., Ltd, Hand Enterprise Solutions Co.Ltd(300170) (hereinafter referred to as “the company”) has completed the grant registration of 49.37 million stock options granted to 153 incentive objects in the Hand Enterprise Solutions Co.Ltd(300170) 2021 second phase stock option incentive plan (Draft) (hereinafter referred to as “2021 second phase incentive plan”). The option is abbreviated as hande jlc2 and the option code is 036483. The relevant information is hereby announced as follows:
1、 Relevant approval procedures have been performed for this incentive plan
1. On December 7, 2021, the company held the 31st (Interim) meeting of the Fourth Board of directors, deliberated and adopted the Hand Enterprise Solutions Co.Ltd(300170) 2021 second issue stock option incentive plan (Draft) and its summary, and the evaluation measures for the implementation of Hand Enterprise Solutions Co.Ltd(300170) 2021 second issue stock option incentive plan (hereinafter referred to as the “evaluation measures”) The proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the second issue of stock option incentive plan in 2021 (hereinafter referred to as the “authorization proposal”) and the proposal on the proposed grant of stock options to Mr. Huang Yiquan, director and general manager, the independent directors expressed their agreed independent opinions on the incentive plan on the same day.
2. On December 7, 2021, the company held the 28th (Interim) meeting of the 4th board of supervisors, deliberated and approved the second phase of 2021 incentive plan and its summary, assessment measures, proposal on the proposed grant of stock options to Mr. Huang Yiquan, director and general manager, and proposal on the list of incentive objects of the second phase of Hand Enterprise Solutions Co.Ltd(300170) 2021 stock option incentive plan.
3. From December 8, 2021 to December 17, 2021, the company publicized the names and positions of the incentive objects in the second phase of 2021 incentive plan within the company. During the publicity period, the board of supervisors of the company did not receive any objection from any organization or individual to the list of incentive objects of the incentive plan. On December 17, 2021, the company disclosed the verification opinions and publicity statement of the board of supervisors on the list of incentive objects of the second stock option incentive plan in 2021.
4. On December 23, 2021, the company held the fourth extraordinary general meeting of shareholders in 2021, which deliberated and approved the second phase of incentive plan in 2021 and its summary, assessment measures, authorization proposal and proposal on granting stock options to Mr. Huang Yiquan, director and general manager. The board of directors is authorized to determine the grant date, grant stock options to incentive objects when they meet the grant conditions, and handle all matters necessary for the grant of stock options.
5. On December 23, 2021, the company disclosed the self inspection report on the trading of the company’s shares by insiders and incentive objects of the second stock option incentive plan in 2021. After verification, within 6 months before the public disclosure of the draft incentive plan, there was no insider of the incentive plan and incentive objects who used the relevant insider information of the company’s phase II stock option incentive plan in 2021 to buy and sell the company’s shares.
6. On January 14, 2022, the company held the 33rd (Interim) meeting of the Fourth Board of directors, deliberated and approved the proposal on adjusting the list and number of incentive objects of the second stock option incentive plan in 2021 and the proposal on granting stock options to incentive objects of the second stock option incentive plan in 2021, It is agreed to adjust the list of incentive objects and the number of grants of the second phase of stock option incentive plan in 2021, and grant a total of 49.37 million stock options to 153 eligible incentive objects on January 14, 2022. On the same day, the independent directors expressed their agreed independent opinions.
7. On January 14, 2022, the company held the 30th (Interim) meeting of the Fourth Board of supervisors, deliberated and approved the proposal on adjusting the list and number of incentive objects of the second stock option incentive plan in 2021 and the proposal on granting stock options to incentive objects of the second stock option incentive plan in 2021, The list of 153 incentive objects determined in the incentive plan is verified, and it is considered that their subject qualification as incentive objects of the stock option incentive plan is legal and effective.
2、 Grant of stock options
1. Grant date: the stock option grant date of the incentive plan is January 14, 2022
2. Number of stock options granted: the number of stock options granted under this incentive plan is 49.37 million
3. Exercise price: the exercise price of stock options granted under the incentive plan is 7.77 yuan / share
4. Stock source: the source of the underlying stock of the incentive plan is the company’s directional issuance of RMB A-share common shares to the incentive object
5. Granted objects: there are 153 incentive objects granted by the incentive plan, including directors, senior managers, core technical (business) personnel (including foreign employees) who work in the company (including wholly-owned subsidiaries and holding subsidiaries) at the time of announcement of the plan and have a direct impact on the company’s operating performance and future development, excluding the company’s independent directors Supervisors, shareholders or actual controllers who individually or jointly hold more than 5% of the shares of the company and their spouses, parents and children.
6. The distribution of stock options granted by the incentive plan among incentive objects is shown in the table below:
Proportion of shares granted to the incentive plan to the total share capital of the company
(10000 copies)
Huang Yiquan, director and general manager of China 1728.00 35.00% 1.95%
Shen Yanbing, Secretary of the board of directors of China 100.00 2.03% 0.11%
Takakura Japan core technology (30.00 0.61% 0.03%)
Masayuki staff
Ng Tik sin new core technology (industry 10.00 0.20% 0.01%)
Personnel
Kunieda Japan core technology (industry) 10.00 0.20% 0.01%
Makoto staff
Qiuyu Shao Dutch core technology (industry) 8.00 0.16% 0.01%
Personnel
Ye Tiannong China core technology (industry) 8.00 0.16% 0.01%
Taiwan affairs personnel
Hitesh India core technology (industry) 6.00 0.12% 0.01%
Kumar staff
Tajudin Indonesia core technology (industry) 6.00 0.12% 0.01%
Personnel
Tan Haowei China core technology (industry) 6.00 0.12% 0.01%
Taiwan affairs personnel
Core technical (business) personnel 3025.00 61.27% 3.42%
(143 persons in total)
Total 4937.00 100.00% 5.58%
Note: (1) 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, the same below;
(2) The above “total share capital of the company” is the total share capital of the company as of December 6, 2021, 884056121 shares;
(3) According to the valid certificates of incentive objects, in the list of incentive objects of the second stock option incentive plan in 2021 first announced by the company on December 8, 2021, “Yeh, tien-nung” is corrected to “ye Tiannong” and “Tan, Hao Wei” is corrected to “Tan Haowei”.
There is no personnel change in the above correction items.
7. Exercise arrangement:
(1) The validity period of the incentive plan shall be no more than 48 months from the date of authorization of stock options to the date when all the stock options granted to the incentive object are exercised or cancelled.
(2) Exercise period of stock options and exercise schedule of each period:
The stock options granted by the incentive plan shall be exercised in three phases after 12 months from the date of authorization, and the exercise proportion of each phase shall be 30%, 30% and 40% respectively. The exercise period of granted stock options and the exercise schedule of each period are shown in the table:
Exercise arrangement exercise proportion during exercise
From the first trading day 12 months after the completion date of stock option authorization
30% of the last transaction within 24 months from the first exercise period to the completion date of stock option authorization
End of day
From the first trading day 24 months after the completion date of stock option authorization
30% of the last transaction within 36 months from the second exercise period to the completion date of stock option authorization
End of the day
From the first trading day 36 months after the completion date of stock option authorization
40% of the last transaction within 48 months from the third exercise period to the completion date of stock option authorization
End of day
During the above agreed period, the stock options that have not been fulfilled due to the exercise conditions shall not be exercised or deferred to the next exercise, and the company shall cancel the corresponding stock options of the incentive object according to the principles specified in the incentive plan. After the end of each exercise period of the stock option, the current stock option of the incentive object that has not been exercised shall be terminated and the company will cancel it.
After meeting the exercise conditions of stock option, the company will handle the exercise of stock option meeting the exercise conditions for the incentive object.
8. Exercise conditions:
During the exercise period, the stock option granted to the incentive object can be exercised only when the following conditions are met at the same time: (1) the company does not have any of the following circumstances:
① The financial and accounting 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;
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, the articles of association and public commitments within the last 36 months after listing;
④ Equity incentive is not allowed according to laws and regulations;
⑤ Other circumstances recognized by the CSRC.
In case of any of the circumstances specified in article (1) above, the stock options granted but not exercised by the incentive object under the plan shall be cancelled by the company.
(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 In the last 12 months, it has been identified as an inappropriate candidate by the CSRC and its dispatched offices;
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;
In case of any of the circumstances specified in article (2) above, the company will terminate its right to participate in the incentive plan, and the stock options granted but not exercised by the incentive object according to the incentive plan shall be cancelled by the company.
(3) The company’s performance assessment conditions are shown in the table below:
The incentive plan will assess the company’s performance indicators annually in the fiscal year from 2022 to 2024, so as to achieve the performance assessment goal as one of the exercise conditions of the incentive object in the current year. The performance evaluation objectives of the granted stock options are shown in the table below:
Performance assessment objectives during exercise period
