Securities code: 605168 securities abbreviation: Three’S Company Media Group Co.Ltd(605168) Announcement No.: 2022-014 Three’S Company Media Group Co.Ltd(605168)
Announcement on the revision of the summary of restricted stock incentive plan in 2020
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: restricted stock
Share source: the company issues A-share common stock to the incentive object
Total equity of equity incentive and total number of underlying shares involved: the number of restricted shares to be granted in this incentive plan is 763875 shares, accounting for 1.10% of the total share capital of the company at the time of announcement of the draft incentive plan of 69066700 shares. Among them, 611100 shares were granted for the first time, accounting for 80.00% of the total restricted shares granted this time and 0.88% of the total share capital of the current company; 15277500 shares are reserved, accounting for 20.00% of the total restricted shares granted this time and 0.22% of the total share capital of the current company.
1、 Basic information of the company
(I) Company Profile
Company name: Three’S Company Media Group Co.Ltd(605168) (hereinafter referred to as ” Three’S Company Media Group Co.Ltd(605168) “, “company” or “the company”)
Listing date: May 28, 2020
Registered address: e401, tanglege, Xi’an Software Park, No. 72, Keji Second Road, high tech Zone, Xi’an, Shaanxi
Registered capital: RMB 69.0667 million
Legal representative: Qian Jundong
Business scope: general items: organizing cultural and artistic exchange activities; Advertising design and agency; Advertising production; Advertising release (non radio, television and newspaper publishing units); Graphic Artist Designer; Information consulting services (excluding licensed information consulting services); Corporate image planning; Market Research; Conference and exhibition services; Project planning and public relations services; Sales of electronic products; Sales of communication equipment; Retail of computer software, hardware and auxiliary equipment; Manufacturing of computer software, hardware and peripheral equipment; Leasing of computer and communication equipment; Information system integration service; Computer system services; Information system operation and maintenance services; Mechanical equipment leasing; Sales of special teaching instruments; Sales of teaching models and teaching aids; Furniture sales. (except for the projects that must be approved according to law, carry out business activities independently according to law with the business license) licensed projects: Class II value-added telecommunications services; Acting agent. (for projects that must be approved according to law, business activities can be carried out only after being approved by relevant departments, and the specific business projects shall be subject to the approval results). (II) composition of the board of directors, the board of supervisors and senior managers
The current board of directors of the company is composed of seven Directors: Chairman Qian Jundong, directors Wang Chuan, Zhang Hao and Guo Xianwei, and independent directors Ding Junjie, Liu Shoubao and Liao guanmin.
The current board of supervisors of the company is composed of three supervisors: Dai Xiuju, chairman of the board of supervisors, Wang Lei, employee supervisor and Zhang Shan, supervisor.
The company currently has 5 senior managers, including Qian Jundong, general manager, Wang Chuan, deputy general manager and core technician, Zhang Hao, deputy general manager, Chen Sheng, chief financial officer and Li Da, Secretary of the board of directors.
(III) performance in recent three years
Main accounting data 2019 2018 2017
Total assets (yuan): 849542812.03 655642978.35 521985587.23
Net assets (yuan): 376395738.70 260472684.71 188242134.75
Operating income (yuan): 1631426143.56 1099511210.29 758419198.86
Net profit attributable to shareholders of the parent company (yuan): 193623053.99 124030549.96 97762679.09
Net profit attributable to shareholders of the parent company after deducting non recurring loss 182097212.46 120611694.58 93259210.20 (yuan)
Net cash flow from operating activities (yuan): 140503595.16 77946920.86 131690015.67
Main financial indicators 2019 2018 2017
Basic earnings per share (yuan / share) 3.74 2.39 1.89
Diluted earnings per share (yuan / share) 3.74 2.39 1.89
The basic earnings per share after deducting non recurring profits and losses is 3.52 2.33 1.80 (yuan / share)
Net assets per share attributable to shareholders of listed companies 7.27 5.03 3.63 (yuan / share)
Weighted average return on net assets (%) 60.80 56.37 58.01
Weighted average net assets after deducting non recurring profits and losses 57.19 54.81 55.34 yield (%)
2、 Purpose of equity incentive plan
In order to further improve the corporate governance structure, improve the company’s incentive mechanism, attract and retain excellent talents, fully mobilize the enthusiasm of the company’s directors, senior managers, middle managers, core technicians and business backbone, effectively combine the interests of shareholders, the company and the personal interests of the core team, and make all parties pay common attention to the long-term development of the company, On the premise of fully protecting the interests of shareholders, this incentive plan is formulated in accordance with the principle of equal income and contribution, relevant laws, regulations and normative documents such as the company law, the securities law, the administrative measures and the articles of association.
3、 Equity incentive method and source of underlying stock
(I) equity incentive method
The incentive mode of this incentive plan is restricted stock.
(II) source of underlying stock
The company will issue the company’s A-share common stock to the incentive object as the stock source of this incentive plan.
4、 Number of equity to be granted
The number of restricted shares to be granted in the incentive plan is 763875, accounting for 1.10% of the total share capital of the company at the time of announcement of the draft incentive plan. Among them, 611100 shares were granted for the first time, accounting for 80.00% of the total restricted shares granted this time and 0.88% of the total share capital of the current company; 15277500 shares are reserved, accounting for 20.00% of the total restricted shares granted this time and 0.22% of the total share capital of the current company.
The total number of underlying shares involved in all equity incentive plans of the company within the validity period does not exceed 10% of the total share capital of the company. The cumulative number of restricted shares granted to any incentive object in this incentive plan through this plan and other equity incentive plans (if any) of the company within the validity period shall not exceed the total share capital of the company
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 according to the company law, securities law, administrative measures and other relevant laws, regulations, normative documents and the relevant provisions of 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 this incentive plan are some directors, senior managers, middle managers, core technicians and business backbones of the company. The list of personnel who meet the scope of incentive objects of the incentive plan shall be drawn up by the salary and assessment committee and verified and determined by the board of supervisors of the company.
(II) scope of incentive objects
There are 2 incentive objects involved in this incentive plan for the first time. The incentive objects account for 0.38% of the 526 employees of the company as of December 31, 2019. They are directors, senior managers and core business personnel of the company.
Among the incentive objects, directors and senior managers must be elected by the general meeting of shareholders or appointed by the board of directors of the company. All incentive objects must have labor relations with the company (or holding subsidiaries) within the validity of the plan. The awarding object of reserved rights and interests shall be determined within 12 months after the incentive plan is deliberated and approved by the general meeting of shareholders. After the proposal of the board of directors, the explicit opinions of independent directors and the board of supervisors, the professional opinions of lawyers and the legal opinions are issued, the company shall accurately disclose the relevant information of the current incentive object on the designated website in time as required. If the incentive object is not specified for more than 12 months, the reserved rights and interests shall become invalid. The criteria for determining the incentive object of the reserved grant part shall be determined with reference to the criteria for the first grant.
(III) list of incentive objects and distribution of rights and interests to be granted
Proportion of restricted shares granted to restricted shares granted to the total number of job-related shares of the company serial number name of the incentive plan to the total share capital on the reporting date
1 Wang Chuan, director and deputy general manager 420000 54.98% 0.61%
2. Li Keke, operation director of product efficiency business line 191100 25.02% 0.27%
3. Reserved part 152775 20.00% 0.22%
4 total 763875 100.00% 1.10%
Note: 1. The shares of the company granted by any of the above incentive objects through all the equity incentive plans within the validity period do not exceed 1% of the total share capital of the company. The total number of subject shares involved in all incentive plans within the validity period of the company does not exceed 10% of the total share capital of the company when the equity incentive plan is submitted to the general meeting of shareholders. 2. There are no major shareholders or actual controllers holding more than 5% of the company’s equity and their spouses, parents and children among the incentive objects of the incentive plan. 3. The incentive objects of the reserved part shall be determined within 12 months after the incentive plan is considered and approved by the general meeting of shareholders. After the proposal of the board of directors, the explicit opinions of the independent directors and the board of supervisors, the professional opinions of lawyers and the legal opinions are issued, the company shall timely and accurately disclose the relevant information of the incentive objects on the designated website as required. 4. The above percentage calculation results are rounded to two decimal places.
(IV) the incentive objects involved in this incentive plan do not include 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.
(V) the incentive object does not participate in the equity incentive plan 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、 Grant price, exercise price and determination method
(I) grant price of restricted shares granted for the first time
The grant price of restricted shares granted for the first time is 104.85 yuan per share.
(II) method for determining the grant price of restricted shares granted for the first time
The grant price of restricted shares granted for the first time shall not be lower than the par value of the shares, and shall not be lower than the higher of the following prices:
1. 50% of the average trading price of the company’s shares (total trading volume of shares in the previous trading day / total trading volume of shares in the previous trading day) of 209.69 yuan per share in the trading day before the announcement of the draft incentive plan is 104.85 yuan per share;
2. The average trading price of the company’s shares in the 20 trading days before the announcement of the draft incentive plan (the total trading volume of shares in the first 20 trading days / the total trading volume of shares in the first 20 trading days) is 50% of 200.85 yuan per share, which is 100.42 yuan per share.
(III) determination method of reserved partial restricted stock grant price
The grant price of some reserved restricted shares is the same as that of the first grant of restricted shares. 7、 Arrangement of sales restriction period or waiting period and exercise period
The restricted sale periods of restricted shares granted under the incentive plan are 12 months, 24 months and 36 months respectively from the date of completion of the registration of the grant of corresponding restricted shares.
The restricted shares granted to the incentive object under this incentive plan shall not be transferred, used to guarantee or repay debts during the restricted sale period. After the restricted shares granted to the incentive object are registered with China Securities Depository and Clearing Co., Ltd. Shanghai Branch (hereinafter referred to as “the depository and Clearing Company”), they will enjoy the due rights of their shares, including but not limited to the dividend rights, allotment rights, voting rights, etc. During the restricted sale period, the capital reserve obtained by the incentive object due to the restricted shares granted shall be converted into share capital, distributed with stock dividends, allotted shares, and the shares allotted to the original shareholders during the additional issuance shall be restricted at the same time, and shall not be sold in the secondary market or transferred in other ways. The deadline of the restricted sale period of such shares shall be the same as
