Securities code: 605168 securities abbreviation: Three’S Company Media Group Co.Ltd(605168) Announcement No.: 2022-009 Three’S Company Media Group Co.Ltd(605168)
Summary announcement of the draft restricted stock incentive plan in 2022
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 the incentive plan is 469375 shares, accounting for 0.67% of the total share capital of the company at the time of announcement of the draft incentive plan. Among them, 375500 shares were granted for the first time, accounting for 80.00% of the total restricted shares granted this time and 0.54% of the total share capital of the current company; 9387500 shares are reserved, accounting for 20.00% of the total restricted shares granted this time and 0.13% 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 69.6778 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 consists of three supervisors: Dai Xiuju, chairman of the board of supervisors, Wang Lei, employee representative 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 2020 2019 2018
Total assets (yuan): 2432708653.17 849542812.03 655642978.35
Net assets (yuan): 1689929864.37 376395738.70 260472684.71
Operating income (yuan): 2807747169.33 1631426143.56 1099511210.29
Net profit attributable to shareholders of the parent company (yuan): 362824586.91 193623053.99 124030549.96
Net profit attributable to shareholders of the parent company after deducting non recurring profits and losses of 346945745.23, 182097212.46 and 120611694.58 (yuan)
Net cash flow from operating activities (yuan): 115853312.98 140503595.16 77946920.86
Main financial indicators 2020 2019 2018
Basic earnings per share (yuan / share) 5.86 3.74 2.39
Diluted earnings per share (yuan / share) 5.86 3.74 2.39
Basic earnings per share after deducting non recurring gains and losses: 5.61 3.52 2.33 yuan / share
Net assets per share attributable to shareholders of listed companies 24.25 7.27 5.03 (yuan / share)
Weighted average return on net assets (%) 33.52 60.80 56.37
Weighted average return on net assets after deducting non recurring profits and losses 32.05 57.19 54.81 (%)
2、 Purpose of equity incentive plan
In recent years, the company has continuously won the trust of customers and driven the rapid growth of the company’s performance by virtue of its stable management team, excellent industry talents, outstanding advertising creativity and professional experience in serving many well-known customers. In the future, the company will continue to do a good job in the industry talent reserve and scientific and effective management of excellent talents, so as to consolidate the development foundation of the company; The implementation of this new round of equity incentive will accumulate stable and sufficient talent reserves for the rapid growth of the company’s subsequent performance and the development of new business directions. At the same time, in order to further improve the company’s governance structure, improve the company’s incentive mechanism, attract and retain outstanding talents, and fully mobilize the company’s directors, senior managers The enthusiasm of middle-level managers and business backbones effectively combines the interests of shareholders, the company and the personal interests of the core team, so that all parties can pay common attention to the long-term development of the company. On the premise of fully protecting the interests of shareholders, in accordance with the principle of equal income and contribution, and in accordance with the company law, securities law, management measures and other relevant laws The incentive plan is formulated in accordance with the regulations, normative documents 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 469375, accounting for 0.67% of the total share capital of the company at the time of announcement of the draft incentive plan. Among them, 375500 shares were granted for the first time, accounting for 80.00% of the total restricted shares granted this time and 0.54% of the total share capital of the current company; 9387500 shares are reserved, accounting for 20.00% of the total restricted shares granted this time and 0.13% 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 1% of 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
(1) The incentive objects of this incentive plan are some directors, senior managers, middle managers and business backbones of the company, who have played a pioneering and exemplary role in different positions and made outstanding contributions;
(2) The incentive objects of the incentive plan have worked in the company for at least one year;
(3) The incentive objects of the incentive plan deeply agree with the company’s corporate culture and entrepreneurial spirit, and have played a leading role and made outstanding contributions to the continuous growth of the company’s performance;
(4) The incentive objects of this incentive plan need to play an irreplaceable role in the company’s future performance growth and new business development direction, and have the potential to make greater contributions.
(II) scope of incentive objects
A total of 52 incentive objects involved in the first award of this incentive plan are some directors, senior managers, middle managers and business backbones of the company.
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 company’s shares and their spouses, parents and children.
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 incentive object of the reserved grant 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 accurately disclose the relevant information of the 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 tickets (shares) in the serial number of this incentive plan proportion of total share capital on the announcement date
1 Zhang Hao, director and deputy general manager 150000 31.957% 0.215%
2 Lida Board Secretary 150000 31.957% 0.215%
3 Yang Meng, deputy customer director 3000 0.639% 0.004%
4 Lei Lei executive delivery director 3000 0.639% 0.004%
5 Yin Hongfei customer group director 3000 0.639% 0.004%
6 Li Xilong internal audit director 3000 0.639% 0.004%
7 Wang Liang customer group director 2000 0.426% 0.003%
8 Li Ping, customer group director 2000 0.426% 0.003%
9 Zhang Zhenzhen customer group director 2000 0.426% 0.003%
10 Zhang Chunhui Senior Account Director 2000 0.426% 0.003%
11 Zhao Qian Senior Account Director 2000 0.426% 0.003%
12 Bao Wen, customer director 2000 0.426% 0.003%
13 Li Chen Senior Account Manager 2000 0.426% 0.003%
14 Lu Guodong senior purchase manager 2000 0.426% 0.003%
15 Wen Zhijia account manager 2000 0.426% 0.003%
16 Zhang Qian project executive manager 2000 0.426% 0.003%
17 Zang Yi, general manager of East China 2000 0.426% 0.003%
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