Securities code: 605168 securities abbreviation: Three’S Company Media Group Co.Ltd(605168) Announcement No.: 2022-013 Three’S Company Media Group Co.Ltd(605168)
Announcement on the adjustment of the 2020 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.
Three’S Company Media Group Co.Ltd(605168) (hereinafter referred to as “the company”) held the sixth meeting of the third board of directors and the fifth meeting of the third board of supervisors on January 25, 2022, deliberated and adopted the proposal on adjusting the relevant matters of the 2020 restricted stock incentive plan. The company plans to adjust the performance evaluation indicators of the 2020 restricted stock incentive plan, And revise the company’s 2020 restricted stock incentive plan (hereinafter referred to as the “incentive plan”) and its abstract accordingly, as well as the relevant contents of the measures for the implementation and assessment management of 2020 restricted stock incentive plan (hereinafter referred to as the “assessment management measures”). This matter still needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
Relevant matters are hereby announced as follows:
1、 Overview of the implementation of this restricted stock incentive plan
1. On September 27, 2020, the company held the 13th meeting of the second board of directors, The proposal on the company’s 2020 restricted stock incentive plan (Draft) and its summary, the proposal on the measures for the administration of the implementation and assessment of the company’s 2020 restricted stock incentive plan, and the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to the equity incentive plan were deliberated and adopted. The independent directors of the company expressed their independent opinions on the relevant proposals of the incentive plan. As the collector, Mr. Liu Shoubao, an independent director, collected voting rights from all shareholders of the company on the proposals related to the incentive plan considered at the first extraordinary general meeting of the company in 2020.
On the same day, the company held the 11th meeting of the second board of supervisors, deliberated and adopted the proposal on the company’s 2020 restricted stock incentive plan (Draft) and its summary, and the proposal on the measures for the implementation and assessment of the company’s 2020 restricted stock incentive plan.
2. From September 28, 2020 to October 16, 2020, 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 related to the incentive objects of the incentive plan. On October 17, 2020, the company posted on the website of Shanghai Stock Exchange (www.sse. Com. CN.) Disclosed Three’S Company Media Group Co.Ltd(605168) : statement of the board of supervisors on the verification opinions and publicity of the list of incentive objects first granted by the company’s 2020 restricted stock incentive plan (Announcement No.: 2020-046).
3. On October 27, 2020, the company held the first extraordinary general meeting of shareholders in 2020, The proposal on the company’s 2020 restricted stock incentive plan (Draft) and its summary, the proposal on the measures for the administration of the implementation and assessment of the company’s 2020 restricted stock incentive plan, and the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to the equity incentive plan were deliberated and adopted. At the same time, the company conducted a self-examination on the trading of the company’s shares by insiders within six months before the public disclosure of the draft incentive plan (i.e. the company was listed on May 28, 2020, and this inquiry was conducted from May 28, 2020 to September 27, 2020), and found no case of stock trading by using insider information, On October 28, 2020, the company disclosed Three’S Company Media Group Co.Ltd(605168) : self inspection report on the trading of shares of the company by insiders with inside information of the company’s 2020 restricted stock incentive plan (Announcement No.: 2020-051).
4. On November 30, 2020, the company held the 15th meeting of the second board of directors. Wang Chuan, a related director, avoided voting and considered and adopted the proposal on granting restricted shares to incentive objects for the first time with 6 affirmative votes, 0 negative votes and 0 abstention votes. The independent directors of the company expressed their independent opinions. The board of directors of the company considers that the conditions for granting Restricted Shares specified in the incentive plan have been met, and agrees to grant 611100 restricted shares to two incentive objects with the grant price of 104.85 yuan / share on November 30, 2020 as the first grant date.
On the same day, the company held the 13th meeting of the second session of the board of supervisors. The proposal on granting restricted shares to incentive objects for the first time was deliberated and approved by 3 votes in favor, 0 votes against and 0 abstentions. The board of supervisors of the company verified the list of incentive objects again and expressed their approval opinions.
5. As of December 8, 2020, the company has received a total subscription payment of 64073835.00 yuan from two restricted stock incentive objects, all of which are paid in monetary funds, of which 611100.00 yuan is included in the share capital and 63462735.00 yuan is included in the capital reserve, Lixin Certified Public Accountants (special general partnership) issued the capital verification report (xksbz [2020] No. zb1183).
6. On December 21, 2020, the company completed the registration of 611100 restricted shares granted for the first time in the incentive plan in Shanghai Branch of China Securities Depository and Clearing Co., Ltd. and obtained the certificate of securities change registration on December 22, 2020.
7. On December 23, 2020, the company disclosed Three’S Company Media Group Co.Ltd(605168) : announcement of the first grant results of the 2020 restricted stock incentive plan (Announcement No.: 2020-059). The registration date of the first grant of restricted stock was December 21, 2020. There were two incentive objects granted for the first time, and the registration number of the first grant was 611100 shares.
8. On December 13, 2021, the fifth meeting of the third board of directors and the fourth meeting of the third board of supervisors held by the company deliberated and adopted the proposal on reaching the conditions for lifting the restrictions during the first lifting period of the first part of the restricted stock incentive plan in 2020, which was agreed by the independent directors of the company, On December 14, 2021, the company disclosed Three’S Company Media Group Co.Ltd(605168) : Announcement on reaching the conditions for lifting the restrictions during the first lifting period of the first part of the restricted stock incentive plan in 2020 (Announcement No.: 2021-076).
9. On December 16, 2021, the company disclosed Three’S Company Media Group Co.Ltd(605168) : Announcement on the lifting of restrictions on sale and listing and circulation in the first lifting period of the restricted stock incentive plan in 2020 (Announcement No.: 2021-077). The company granted 24444 shares in the first lifting period of the restricted stock incentive plan in 2020 for the first time, It was listed and circulated on December 21, 2021.
2、 Explanation on the adjustment of performance evaluation indicators of restricted stock incentive plan
(I) adjustment reasons
The company held the sixth meeting of the third board of directors and the fifth meeting of the third board of supervisors on January 25, 2022, deliberated and adopted the proposal on the company’s 2022 restricted stock incentive plan (Draft) and its summary, the proposal on the measures for the implementation and assessment of the company’s 2022 restricted stock incentive plan and other proposals, The company plans to implement the restricted stock incentive plan in 2022, and its assessment indicators are divided into two levels: company level performance assessment and individual level performance assessment.
Among them, the company level performance index is net profit. The net profit index can reflect the company’s core profitability, growth and shareholder return ability. The performance objectives set by the company’s restricted stock incentive plan in 2022 comprehensively consider the macroeconomic environment, industry development and market competition, as well as the impact of the company’s actively overcoming the epidemic impact and complex market environment, according to the increment of the company’s new business Formulate relevant factors such as continuous development of customers and future business development expectations.
Since the company’s restricted stock incentive plan in 2022 coincides with the assessment year set by the company’s restricted stock incentive plan in 2020, i.e. 2022, in order to maintain the fairness and consistency of the assessment standards, the performance assessment target for the third release period set by the restricted stock incentive plan in 2020, i.e. the company’s net profit in 2022 is not less than 700 million yuan, It is adjusted that the net profit of the company in 2022 shall not be less than 730 million yuan.
(II) adjustment contents
1. Before adjustment
The assessment year for the release of restricted shares granted for the first time in the incentive plan is three fiscal years from 2020 to 2022, one assessment in each fiscal year, and the performance assessment objectives of each year are shown in the table below:
Performance assessment objectives during the lifting of sales restrictions
The net profit of the company in 2020 during the first period of lifting the sales restriction shall not be less than 350 million yuan
In the second period of lifting the restrictions on sales, the net profit of the company in 2021 will not be less than 500 million yuan
In the third period of lifting the restrictions on sales, the net profit of the company in 2022 will not be less than 700 million yuan
Note: the above “net profit” refers to the audited net profit attributable to the shareholders of the listed company, and the value excluding the impact of share based payment fees of this and other equity incentive plans is used as the calculation basis.
2. After adjustment
The assessment year for the release of restricted shares granted for the first time in the incentive plan is three fiscal years from 2020 to 2022, one assessment in each fiscal year, and the performance assessment objectives of each year are shown in the table below:
Performance assessment objectives during the lifting of sales restrictions
The net profit of the company in 2020 during the first period of lifting the sales restriction shall not be less than 350 million yuan
In the second period of lifting the restrictions on sales, the net profit of the company in 2021 will not be less than 500 million yuan
In the third period of lifting the restrictions on sales, the net profit of the company in 2022 will not be less than 730 million yuan
Note: the above “net profit” refers to the audited net profit attributable to the shareholders of the listed company, and the value excluding the impact of share based payment fees of this and other equity incentive plans is used as the calculation basis.
3、 Impact of this adjustment on the company
The company adjusted the performance target set in the third lifting period of the restricted stock incentive plan in 2020, taking into account the macroeconomic environment, industry development, market competition, as well as the impact of the epidemic and complex market environment, according to the increment of the company’s new business It is formulated based on relevant factors such as the continuous development of customers and the expectation of future business development, and is consistent with the performance objectives set in the same year as the restricted stock incentive plan in 2022. It is adjusted to maintain the fairness and consistency of the assessment standards.
This adjustment only involves the performance target set for the third release period of the company’s restricted stock incentive plan in 2020, that is, the adjustment of performance evaluation indicators at the company level in 2022. This adjustment does not lead to the release of restrictions in advance, nor does it reduce the grant price, nor will it have an adverse impact on the company’s financial status and operating results, There is no damage to the rights and interests of the company and all shareholders, especially minority shareholders.
This adjustment is to improve the performance target set in the third lifting period of the restricted stock incentive plan in 2020, and there is no case of transferring benefits to incentive objects.
4、 Review procedures and special comments
(I) review procedure
The sixth meeting of the third board of directors and the fifth meeting of the third board of supervisors were held on January 25, 2022, and the proposal on matters related to the adjustment of the 2020 restricted stock incentive plan was deliberated and adopted. The company plans to adjust the third release period set in the 2020 restricted stock incentive plan, that is, the performance evaluation target in 2022, And revise the company’s 2020 restricted stock incentive plan (hereinafter referred to as the “incentive plan”) and its abstract accordingly, as well as the relevant contents of the measures for the implementation and assessment management of 2020 restricted stock incentive plan (hereinafter referred to as the “assessment management measures”). This matter still needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
(II) opinions of independent directors
The company’s current adjustment of the restricted stock incentive plan is based on the comprehensive consideration of the macroeconomic environment, industry development and market competition, as well as the company’s efforts to overcome the impact of the epidemic and the complex market environment, and based on the company’s new business growth, continuous development of customers and future business development expectations, And the performance objectives set in the same year as the restricted stock incentive plan in 2022 are consistent. For the adjustment to maintain the fairness and consistency of the assessment standards, will this adjustment reduce the work enthusiasm of the incentive objects, ensure the long-term stable development of the company and realize the high unity of the interests of shareholders, the company and the incentive objects, Conducive to the long-term sustainable development of the company. This adjustment does not damage the interests of the company and all shareholders, especially minority shareholders. The deliberation and voting procedures comply with the provisions of the measures for the administration of equity incentive of listed companies and other relevant laws and regulations. Therefore, we unanimously agree that the company will adjust the restricted stock incentive plan and agree to submit the matter to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
(III) opinions of the board of supervisors
The board of supervisors believes that the company’s adjustment of the restricted stock incentive plan is to maintain the public interest of the assessment standard
