Securities code: 688114 Securities abbreviation: Huada Zhizao Announcement No.: 2023-011
Shenzhen Huada Zhizao Technology Co., Ltd.
About the second exercise period of the 2020 Stock Option Incentive Plan.
Announcement of Achievement of Exercise Conditions
the company's board of directors and all directors to ensure that the contents of this announcement does not exist any false records, misleading statements or major omissions, and the authenticity, accuracy and completeness of the contents of the legal responsibility.
Important Content Tips:
Number of stock options to be exercised: 1,381,864 options
Source of exercise stock: the company's targeted issuance of the company's A- share common stock to the incentive target.
Shenzhen Huada Zhizao Technology Co., Ltd. (hereinafter referred to as the "Company") was called on April 4, 2023.
The fifteenth meeting of the first board of directors and the fifteenth meeting of the first board of supervisors considered and passed the "Proposal on the Achievement of the Exercise Conditions for the Second Exercise Period of the 2020 Stock Option Incentive Plan". The exercise conditions for the second exercise period of the Company's 2020 Stock Option Incentive Plan have been fulfilled, and the relevant matters are hereby announced as follows:
Approval and Implementation of 1. Equity Incentive Plan
(I) Stock Option Incentive Plan and Implementation Procedures
In October 2020, the Company developed and implemented the "Shenzhen Huada Zhizao Technology Co.
(hereinafter referred to as the "Incentive Plan", the "2020 Stock Option Incentive Plan" or the "Option Incentive Plan"), a total of 4.6 million stock options were granted to 117 incentive subjects at the exercise price.
Price of $29.70 per share, grant date of October 26, 2020, valid from the date of grant of stock options
The maximum period of 10 years shall not exceed the date on which all stock options granted to the incentive object are exercised, voided or canceled.
On October 10, 2020, the second meeting of the first board of directors of the company considered and approved the "on the formulation of the deep."
Shenzhen Huada Zhizao Technology Co., Ltd. 2020 Stock Option Incentive Plan "and" On the proposal."
The General Meeting of Shareholders is requested to authorize the Board of Directors to handle the motion on matters relating to the Company's 2020 stock option incentive plan.
On October 10, 2020, the second meeting of the first supervisory board of the company considered and approved the "on the formulation of the deep."
Shenzhen Huada Zhizao Technology Co., Ltd. 2020 Stock Option Incentive Plan "and" On the Verification of Shenzhen Huada Zhizao Technology Co., Ltd. 2020 Stock Option Incentive Grant Incentive List ".
On October 26, 2020, the Company's Third Extraordinary General Meeting of Shareholders in 2020 considered and approved the "Proposal on Proposed
"Shenzhen Huada Zhizao Technology Co., Ltd. 2020 Stock Option Incentive Plan" and "Proposal on Requesting the General Meeting of Shareholders to Authorize the Board of Directors to Handle Matters Related to the Company's 2020 Stock Option Incentive Plan".
On September 8, 2022, the company held the tenth meeting of the first board of directors and the tenth meeting of the first board of supervisors.
At the second meeting, the meeting considered and passed the "Proposal on Cancelling the Grant of Stock Options to Some Employees of the 2020 Stock Option Incentive Program", and due to the personal circumstances of seven employees, the Board of Directors agreed to cancel a total of 226300 stock options granted to such employees in the Stock Option Incentive Program by consensus between such employees and the Company.
On September 26, 2022, the 11th meeting of the first board of directors and the 11th meeting of the first board of supervisors
The motion on the achievement of the exercise conditions for the first exercise period of the 2020 Stock Option Incentive Plan and the motion on the cancellation of partially granted stock options under the 2020 Stock Option Incentive Plan were considered and passed. This line
The right to have 94 incentive objects meet the conditions for exercise, the actual number of exercise of the total number of 94 people, of which 7 incentive
The number of subjects who gave up the exercise due to personal reasons was 157,134. The unexercised stock options were automatically invalid and canceled by the company. 1,224,730 RMB common shares (A shares) were actually added at 29.7 yuan per share. A total of 36,374,481.00 yuan of equity capital was received, of which the registered capital was 1,224,730 yuan and the corresponding capital premium was 35,149,751 yuan, which were included in the "capital reserve". After this change, the cumulative registered capital of the company is RMB 414,334,730 and the cumulative share capital is RMB 414,334,730. The new shares for this exercise have been
Registration will be completed in Shanghai Branch of China Securities Depository and Clearing Co., Ltd. on October 21, 2022.
(II) stock option grants
Grant Grant Grant Remaining after Grant
Project Grant Date Exercise Price Quantity Surplus Quantity
2020 Stock October 2020 $29.70/4,600,000 117 0 shares
Option Incentive Scheme 26 Shares
Adjustments to (III) the number of options exercised and the number of options exercised
From October 26, 2020 to the date of this announcement, in view of the fact that seven of the Company's incentive targets, due to personal reasons, have been
By consensus, the Company canceled a total of 226300 stock options granted to such employees in the stock option incentive program. The above matters have been reviewed and approved at the tenth meeting of the first board of directors.
In view of the fact that the company's 16 incentive objects have resigned due to personal reasons and no longer qualify as incentive objects, the company has decided to cancel a total of 228100 stock options that have been granted but not yet exercised by this part of the incentive objects; the above matters have been passed at the eleventh meeting of the first board of directors Deliberated and approved.
In summary, the number of equity incentives granted by the Company has been adjusted from 117 to 94, and has been granted but not yet
The number of stock options exercised was adjusted from 4.6 million to 4.1456 million.
Exercise of stock options for (IV) periods
On September 26, 2022, the 11th meeting of the first board of directors and the 11th meeting of the first board of supervisors
The motion on the achievement of the exercise conditions for the first exercise period of the 2020 Stock Option Incentive Plan and the motion on the cancellation of partially granted stock options under the 2020 Stock Option Incentive Plan were considered and passed. This line
The right to have 94 incentive objects meet the conditions for exercise, the actual number of exercise of the total number of 94 people, of which 7 incentive
The number of subjects who gave up the exercise due to personal reasons was 157,134. The unexercised stock options were automatically invalid and canceled by the company. 1,224,730 RMB common shares (A shares) were actually added at 29.7 yuan per share. A total of 36,374,481.00 yuan of equity capital was received, of which the registered capital was 1,224,730 yuan and the corresponding capital premium was 35,149,751 yuan, which were included in the "capital reserve". After this change, the cumulative registered capital of the company is RMB 414,334,730 and the cumulative share capital is RMB 414,334,730. The new shares for this exercise have been
Registration will be completed in Shanghai Branch of China Securities Depository and Clearing Co., Ltd. on October 21, 2022.
Description of exercise conditions for the second exercise period of the 2. stock option incentive plan.
Deliberation of the Board of Directors of the (I) on the achievement of the exercise conditions for stock options set by this Incentive Plan
On April 4, 2023, the fifteenth meeting of the first board of directors considered and approved the 2020 Stock
Option incentive plan second exercise period exercise condition achievement motion, related directors Mou Feng, Xu Xun, Yu Dejian, Zhu Yanmei abstained from voting. The Board of Directors of the Company considers that the exercise conditions for the second exercise period of the 2020 Stock Option Incentive Plan have been fulfilled and authorizes the General Manager of the Company and its authorized persons to handle various specific matters relating to the exercise.
(II) the incentive object meets the exercise conditions stipulated in the equity incentive plan.
The second waiting period for stock options granted under this Incentive Plan is 24 months from the date of grant, and the Company has
Initial public offering of shares and listing on the Shanghai Stock Exchange.
The award date of this incentive plan is October 26, 2020, and the company will be on September 9, 2022.
As a result, the stock options granted under the Company's incentive plan are the second to wait.
The period expires on October 26, 2022.
A description of the performance of the exercise conditions for the second exercise period granted under this Incentive Plan is as follows:
Description of whether the second exercise period conditions for the grant of stock options meet the exercise conditions
1. The company does not have any of the following circumstances:
(1) The financial accounting report for the most recent fiscal year was issued by a certified public accountant.
Audit reports with negative opinions or unable to express opinions;
(2) Internal control over financial reporting for the most recent fiscal year by a certified public accountant
An audit report that issues a negative opinion or is unable to express an opinion; to date, the company has not experienced any of the circumstances described above,
(3) In the last 36 months, the company has failed to meet the conditions for the exercise of this right in accordance with the laws and regulations and the Company Chapter.
the situation of public commitment to profit distribution;
(4) The Company Law, the Securities Law and other relevant laws, regulations and norms.
The sex document stipulates that equity incentives shall not be implemented;
(5) Other circumstances as determined by the CSRC or other securities regulatory authorities.
2. The incentive target individual does not have any of the following circumstances:
(1) No longer meets the "Basis for Determining Incentive Objects" under this programme.
conditions; as of now, the incentive for this exercise
(2) Serious violation of the company's management system, or causing huge economic losses to the company have not occurred in the above-mentioned circumstances, to meet the loss of this line, or cause serious negative impact on the company, subject to the company's disciplinary action; right conditions.
(3) The Labor Contract Law stipulates or the labor contract signed between the company and the incentive object.
The circumstances of the termination of the labor contract with the agreement.
3. The company has made an initial public offering of shares on the Shanghai Stock Exchange and the company has been in Shanghai on September 9, 2022.
Listed. The stock exchange is listed on the board.
4. Company performance requirements: based on the Company's 2019 revenue, the Company's operating income in 2021 will be higher than the 2019 revenue.
Revenue growth is not less than 75%. Revenue increased by 260 per cent to meet the exercise.
Conditions.
Of the original 117 incentive objects, 7 incentive pairs
For personal reasons, after consultation with the company.
5. Individual-level performance appraisal requirements: To, the Board of Directors agrees to cancel the grant period.
The performance evaluation results of the incentive object are divided into excellent (S), good (A), the total of these employees in the right incentive scheme is medium (B), poor (C) and does not meet the job requirements (D) five levels of 226300 stock options.
Second, if the individual performance appraisal rating of the incentive object is excellent (S) and 16 incentive objects no longer have good (A) and medium (B) due to resignation, the individual performance incentive object qualification of the incentive object in the previous year will be "up to standard", the incentive object may determine the proportion of the total period of the right of each holding that has been granted but not yet exercised in accordance with the proportion specified in this program, and the non-feasible part of the right shall be canceled or canceled. If a total of 228100 stock options of the incentive target are issued, the individual performance appraisal result of the public appraisal year will be poor (c) and will not meet the requirements of the post.
For (d), the personal performance appraisal of the incentive object in the previous year was "not up to standard", and the remaining 94 incentive object personal performance appraisal companies will, in accordance with the provisions of this plan, cancel the current feasible rights of the incentive object to reach above B (including B), this part of the excitation
Quota, stock options voided or canceled. The performance appraisal of the incentive object is up to standard, and the held
Stock options granted for the second exercise period
A total of 1.381864 million can be exercised.
In summary, the exercise conditions for the second exercise period of the Company's incentive plan have been fulfilled. Incentives eligible for exercise
A total of 94 objects; the stock options exercisable in the second exercise period are 1/3 of the number of stock options to be effective, a total
1.381864 million shares, or 0.33 per cent of the company's current total share capital.
(III) the treatment of stock options that do not meet the exercise conditions.
An aggregate of 226300 stock options for such employees in the option incentive scheme. The above matters have been reviewed and approved at the tenth meeting of the first board of directors.
In view of the fact that the company's 16 incentive objects are no longer eligible for incentive objects due to personal reasons, in accordance with the relevant provisions of the "Option Incentive Plan" and "The Company's Stock Option Incentive Plan Implementation Assessment Management Measures", the above-mentioned incentive objects have been granted but have not yet been canceled. 228100 stock options have been exercised.
(IV) the opinions of the independent directors and the supervisory board on the achievement of the exercise conditions for stock options set by the equity incentive plan.
The independent directors believe that the exercise conditions for the second exercise period of the company's 2020 stock option incentive plan have been achieved, and the company has the relevant laws and regulations such as the measures for the Administration of Equity incentive of listed companies, as well as the subject qualification of the implementation of the equity incentive plan stipulated in the company's 2020 Stock option incentive Plan, and there is no situation that the second exercise period stipulated in the incentive plan cannot be exercised. The 94 incentive objects of the company meet the exercise conditions of the second exercise period stipulated in the 2020 stock option incentive plan, and the exercise qualifications of these incentive objects are legal and valid. The above incentive objects can exercise the total of 1.381864 million stock options of which they can exercise in batches according to the exercise arrangement drawn up by the company from the expiration of the waiting period of the stock options they hold, the exercise arrangement proposed by the company complies with relevant laws and regulations, regulatory documents and the relevant provisions of the "Option Incentive Plan", and there is no harm to the interests of the company and shareholders, especially small and medium shareholders.
The board of supervisors believes that according to the relevant provisions of the option incentive plan, the exercise conditions for the second exercise period of the company's 2020 stock option incentive plan have been achieved, 94 incentive objects of the company meet the exercise conditions for the second exercise period stipulated in the 2020 stock option incentive plan, and their exercise qualifications as incentive objects are legal and valid through the examination of the list of exercise objects for the second exercise period of the company's 2020 stock option incentive plan, from the expiration of the waiting period of the stock options held by the above-mentioned incentive objects, 1.381864 million of their feasible stock options can be exercised in batches according to the exercise arrangement drawn up by the company. The exercise arrangement drawn up by the company conforms to the relevant laws and regulations, normative documents and the relevant provisions of the option incentive plan, and agrees with the specific arrangement of the exercise drawn up by the company, and further authorize the general manager of the company or his authorized person to handle the specific matters of this exercise.
3. the specifics of this exercise
(I) Grant Date: 26 October 2020
Number of (II) exercise: 1,381,864
Number of (III) exercise: 94
(IV) exercise price: 29.70 yuan/share
(V) stock source: targeted issuance of the company's A- share common stock to the incentive target.
(VI) exercise method: batch exercise
(VII) exercise arrangements: from the first trading day 24 months after the date of grant, to 36 from the date of grant.
The second exercise period of the 2020 Stock Option Incentive Plan ends on the last trading day of the month. The company will determine the exercise window period in accordance with the provisions of relevant laws and regulations, uniformly handle the registration procedures for the exercise of stock options and related exercise shares for the incentive objects that meet the exercise conditions, and determine the day on which the Shanghai Branch of China Securities Registration and Clearing Co., Ltd. completes the registration procedures for share change as the exercise date, and at the same time, go through the industrial and commercial change registration and all other relevant procedures after the exercise is completed. The stock options held by the incentive object shall be exercised within the exercise window period determined by the Company; upon the expiration of the exercise window period, the stock options not exercised in the current period shall not be exercised or deferred to the next exercise period and shall be canceled by the Company.
List of (VIII) incentive objects and exercise of rights
Number of Viable Rights Granted
No. Name Job Stock Options Number of Viable Rights Percentage of Rights Granted
Volume (shares) Volume (shares) Number of stock options
Proportion of amount
1. Directors, Senior Management and Core Technical Staff
1 Director and General Manager of Mou Feng 250,200 83,400 1/3
2 Yu Dejian Director and President 250,200 83,400 1/3
3 Xu Xun Director 125,100 41,700 1/3
4 Director Zhu Yanmei 125,100 41,700 1/3
COO, Core
5 Jiang Hui 83,400 27,800 1/3
Technical staff
6 Liu Bo Chief Financial Officer 83,400 27,800 1/3
Executive Vice President, Core
7 Liu Jian 83,400 27,800 1/3
Technical staff
Senior Vice President, Core
8 Ni Ming 83,400 27,800 1/3
Technical staff
9 One Day Strong CIO 83,400 27,800 1/3
Board Secretary, Senior
10 Wei Wei 83,400 27,800 1/3
Vice President
2. other incentive objects
Other incentive targets 84 people 2,894,600 964,864 1/3
Total 4,145,600 1,381,864 1/3
Note 1: A total of 117 incentive objects were originally granted, during which 7 incentive objects were associated with the company for personal reasons.
The company canceled the award and 16 incentive objects left the company for personal reasons and no longer qualified as incentive objects, thus the total number of remaining incentive objects was 94.
Restrictions on the transfer of shares of the company acquired after the exercise of the (IX) incentive object.
According to the provisions of the Option Incentive Plan, the transfer of shares of the company acquired by the incentive target after the exercise of the option is limited as follows:
1. The shares acquired by the incentive object as a result of the exercise of rights after the listing of the company shall not be reduced within 3 years from the date of self-ownership. After the expiration of the aforementioned period, the incentive object shall be implemented in accordance with the relevant reduction provisions of directors, supervisors and senior managers.
2. During the validity period of this incentive plan, if the "Company Law", "Securities Law", "Shanghai Stock Exchange Science and Technology Innovation Board Stock Listing Rules" and "Listing Review Questions and Answers" and other relevant laws, regulations, and regulatory documents The relevant provisions on the transfer of shares held by the company's directors, supervisors and senior managers in the "Articles of Association of Shenzhen Huada Zhizao Technology Co., Ltd." have changed, the transfer of the company's shares held by the incentive object shall comply with the revised "Company Law", "Securities Law", "Shanghai Stock Exchange Science and Technology Innovation Board Stock Listing Rules" and other relevant laws, regulations, regulatory documents and "Shenzhen Huada Zhizao Technology Co., Ltd. Articles of Association"of the provisions.
Verification of the list of incentive objects by the 4. Supervisory Board
After reviewing the list of objects to be exercised during the second exercise period of this incentive plan, the Supervisory Board of the Company considered that it was
The exercise qualification for the incentive object is legal and valid.
Description of 5. exercise date and trading of company shares
After verification, within 6 months before the announcement date, the directors and senior managers who participated in the incentive, as the incentive objects of the company's stock option incentive plan, bought the company's shares through the exercise of the right, as follows:
Name, position, mode of sale, number of rights exercised (shares)
Mou Feng director, general manager exercise to buy 83,400.
Yu Dejian Director, President Exercise Purchase 83,400
Xu Xun directors exercise the right to buy 41,700.
Director Zhu Yanmei Exercise Right to Buy 41,700
Chief Operating Officer, Nuclear
Jiang Hui's right to buy 27,800
Heart Technologist
Liu Bo CFO Exercise Option to Buy 27,800
Executive Vice President, Nuclear
Liu Jian Exercise Purchase 27,800
Heart Technologist
Senior Vice President, Nuclear
Ni Ming's right to buy 27,800
Heart Technologist
One-Day Strong CIO Exercise Option to Buy 27,800
Secretary of the Board, Gao
Wei Wei exercise buy 27,800
Vice President
Accounting and Description of 6. Stock Option Expenses
In accordance with AS 11-Share-based Payments and AS 22--
Recognition and Measurement of Financial Instruments, with a base date of September 30, 2020, using binary tree options
The pricing model measures the value of the option and determines the fair value of the stock option on the grant date. After the grant date, the company has amortized the expenses related to the exercise of this stock option according to the accounting standards during the corresponding waiting period, and included them in the relevant asset cost or current expenses, and also included them in other capital reserves in the capital reserve. On the exercise date, the company will confirm the share capital and share capital premium according to the actual exercise amount. This stock exercise will not have a significant impact on the company's financial status and operating results.
Concluding Observations 7. Legal Opinions
Beijing Jiayuan Law Firm believes that the company has obtained the necessary approvals and authorizations at this stage, which complies with the relevant laws and regulations such as the Administrative Measures and the relevant provisions of the Articles of Association and the Incentive Plan; the exercise is feasible The incentive objects of the right are all the granted incentive objects determined in the Incentive Plan, and the subject qualifications of these incentive objects are legal and effective, and the number of stock options with the feasible right meets the provisions of the Incentive Plan; the exercise conditions for this exercise under the Incentive Plan have been fulfilled.
8. Internet Announcement Annex
Resolutions of the 15th Meeting of the First Board of Directors of the (I);
(II) independent opinions of independent directors on matters related to the 15th meeting of the first board of directors;
Resolutions of the 15th Meeting of the First Board of Supervisors of the (III);
Verification opinion of the Supervisory Board of the (IV) on the list of viable incentive targets for the second exercise period of the 2020 Stock Option Incentive Plan;
(V) Legal Opinion on the Achievement of the Exercise Conditions for the Second Exercise Period of the 2020 Stock Option Incentive Scheme of Shenzhen Huada Zhizao Technology Co.
It is hereby announced.
Shenzhen Huada Zhizao Technology Co., Ltd.
Board of Directors
April 5, 2023
Ticker Name
Percentage Change
Inclusion Date