Securities code: 300512 securities abbreviation: Hangzhou Zhongya Machinery Co.Ltd(300512) Announcement No.: 2022-006 Hangzhou Zhongya Machinery Co.Ltd(300512)
Reserved part of restricted stock incentive plan in 2021
Announcement of completion of grant registration
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.
Special tips:
1. Listing date of restricted shares: February 9, 2022
2. Number of restricted shares granted and registered: 961000 shares, accounting for 0.35% of the company's total share capital of 273540000 shares before grant registration
3. Grant price of restricted stock: 5.74 yuan / share
4. Number of restricted stock grant registrants: 43
5. Source of restricted stock: the company's A-share common stock issued by the company to the incentive object
Hangzhou Zhongya Machinery Co.Ltd(300512) (hereinafter referred to as "the company") held the 8th meeting of the 4th board of directors and the 6th meeting of the 4th board of supervisors on December 24, 2021, deliberated and adopted the proposal on granting reserved restricted shares to the incentive objects of the 2021 restricted stock incentive plan. According to the measures for the administration of equity incentive of listed companies (hereinafter referred to as the "measures") of the CSRC, the relevant rules of Shenzhen Stock Exchange and Shenzhen Branch of China Securities Depository and Clearing Co., Ltd., the company has completed the grant registration of the reserved part of the restricted stock incentive plan in 2021. The relevant information is hereby announced as follows:
1、 The approval procedures for this incentive plan have been fulfilled
1. On January 11, 2021, the company held the 33rd meeting of the third board of directors, deliberated and adopted the proposal on the company's restricted stock incentive plan in 2021 (Draft) > and summary. The 32nd meeting of the third board of supervisors of the company deliberated and approved the above proposal and verified the list of incentive objects of the company's equity incentive plan. The independent directors of the company expressed independent opinions on the equity incentive plan.
2. From January 12, 2021 to January 21, 2021, the company publicized the list and positions of some incentive objects granted by the 2021 restricted stock incentive plan within the company. During the publicity period, the company did not receive any objection from any organization or individual, and issued the announcement of the board of supervisors on the review and publicity of the list of incentive objects of the company's restricted stock incentive plan in 2021 on January 22, 2021. 3. On January 27, 2021, the company held the first extraordinary general meeting of shareholders in 2021, deliberated and approved the proposal on the company's 2021 restricted stock incentive plan (Draft) and summary, and the proposal on the company's measures for the assessment and management of the implementation of 2021 restricted stock incentive plan Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive. The incentive plan was approved by the first extraordinary general meeting of shareholders in 2021. The board of directors is authorized to determine the grant date of restricted shares, grant restricted shares to incentive objects when incentive objects meet the conditions, and handle all matters necessary for the grant of restricted shares. On January 27, 2021, the company disclosed the self inspection report on the trading of company shares by insiders and incentive objects of the restricted stock incentive plan in 2021.
4. On January 27, 2021, the company held the 34th meeting of the third board of directors and the 33rd meeting of the third board of supervisors, deliberated and adopted the proposal on adjusting the list of incentive objects and the number of rights and interests granted for the first time in the 2021 restricted stock incentive plan Proposal on granting restricted shares to the incentive objects of the restricted stock incentive plan in 2021 for the first time. It is agreed that the company will grant 3.775 million restricted shares to 93 incentive objects on January 27, 2021. The independent directors of the company expressed their independent opinions, and the board of supervisors of the company verified the list of incentive objects granted restricted shares this time. 5. On March 18, 2021, the board of directors of the company has implemented and completed the registration of the first grant of restricted stock incentive plan in 2021, granting 3.54 million restricted shares to 86 incentive objects at the grant price of 5.83 yuan / share, and the listing date of the first granted shares is March 18, 2021.
6. On December 24, 2021, the company held the 8th meeting of the 4th board of directors and the 6th meeting of the 4th board of supervisors, deliberated and adopted the proposal on adjusting the grant price of the restricted stock incentive plan in 2021 and the proposal on granting reserved restricted shares to the incentive objects of the restricted stock incentive plan in 2021. According to the provisions of the 2021 interim general meeting of shareholders, the company agrees to adjust the grant price of the company's incentive plan and the reserved rights and interests in 2021 according to the provisions of the 2021 interim general meeting of shareholders. The grant price of the reserved grant part of restricted shares in the plan is adjusted from 5.83 yuan / share to 5.74 yuan / share; It is agreed that the grant date of the reserved part of the incentive plan is December 24, 2021. The incentive objects of this grant are 43 people, involving the grant of 975000 restricted shares, and the grant price is RMB 5.74/share. The independent directors of the company expressed their independent opinions on the above proposal, and the board of supervisors of the company verified the list of incentive objects granted restricted shares this time.
2、 The grant of some restricted shares reserved this time
1. The grant date of the reserved restricted shares: December 24, 2021.
2. The grant price of reserved restricted shares this time: 5.74 yuan / share.
3. Number of persons granted: the number of persons granted restricted shares this time is 43.
4. Number of shares granted: 961000 shares.
5. Stock source: the company's A-share common stock issued by the company to the incentive object.
6. The distribution of restricted shares granted this time among incentive objects is shown in the table below:
The proportion of the restrictions granted to the reserved grants to the total number of job-related shares in the name of the public serial number of the plan and the proportion of the total capital stock (10000 shares) on the reporting day
1 Lu Zhifeng, chief financial officer 5.00 5.13% 0.02%
Middle managers and core technical backbone 92.50 94.87% 0.34%
(42 persons)
Total 97.50 100.00% 0.36%
Note: 1. The shares of the company granted by any of the above incentive objects through all effective equity incentive plans do not exceed 1% of the total share capital of the company.
The total number of subject shares involved in all effective incentive plans of the company shall 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. The incentive objects of this incentive plan do not include independent directors and supervisors of the company.
The above 43 incentive objects are all the company's employees on cninfo.com on December 25, 2021
（www.cn.info.com.cn.） The personnel identified in the list of incentive objects reserved for grant under the 2021 restricted stock incentive plan (grant date).
7. Description of restricted stock schedule:
(1) Validity period of this incentive plan
The validity period of the incentive plan shall be no more than 60 months from the date of registration of the granting of restricted shares to the date of lifting the restriction on the sale or repurchase cancellation of all the restricted shares granted to the incentive object.
(2) The restriction period and lifting arrangement of the incentive plan
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 expiration of the restriction, the company will handle the lifting of the restriction for the incentive objects who meet the conditions for lifting the restriction. The restricted shares held by the incentive objects who do not meet the conditions for lifting the restriction will be repurchased and cancelled by the company.
The release period of restricted shares reserved for grant in the incentive plan and the release schedule of each period are shown in the table below:
Lifting of restrictions on sales arrangement lifting of restrictions on sales time lifting of restrictions on sales proportion
25% of the restricted shares reserved for grant on the first trading day after 12 months from the date of completion of grant registration
The last month within 24 months from the first lifting of the restriction period to the completion of the grant registration
End of trading day
The restricted shares reserved for grant shall be the first trading day after 24 months from the date of completion of grant registration
The last 25% within 36 months from the second release period to the date of completion of grant registration
End of trading day
The restricted shares reserved for grant shall be the first trading day after 36 months from the date of completion of grant registration
The last 25% within 48 months from the third release period to the date of completion of grant registration
End of trading day
The restricted shares reserved for grant shall be the first trading day after 48 months from the date of completion of grant registration
The last 25% within 60 months from the fourth release period to the date of completion of grant registration
End of trading day
For the restricted shares that have not applied for lifting the restriction within the above agreed period or cannot apply for lifting the restriction due to failing to meet the conditions for lifting the restriction, the company will repurchase and cancel the corresponding restricted shares of the incentive object that have not been lifted according to the principles specified in the plan.
The restricted shares granted to the incentive object, the shares obtained due to the conversion of capital reserve into share capital, stock dividend and share subdivision, shall be restricted at the same time, and shall not be sold in the secondary market or transferred in other ways. The release period of such shares is the same as that of restricted shares. If the company repurchases the restricted shares that have not been lifted, these shares will be repurchased together.
8. Conditions for lifting the restrictions on the sale of restricted shares
(1) Company level performance assessment requirements
The assessment year for the lifting of sales restriction in this incentive plan is four fiscal years from 2021 to 2024, and one assessment is made in each fiscal year. The annual performance assessment objectives of restricted shares reserved for grant are shown in the table below:
Performance assessment objectives during the lifting of sales restrictions
The restricted shares reserved for grant are based on the net profit in 2020, and the growth rate of net profit in 2021 will not be less than 100% in the first lifting period
The restricted shares reserved for grant are based on the net profit in 2020, and the net profit growth rate in 2022 is not less than 200% in the second lifting period
The restricted shares reserved for grant are based on the net profit in 2020, and the net profit growth rate in 2023 is not less than 300% in the third lifting period
The restricted shares reserved for grant are based on the net profit in 2020, and the net profit growth rate in 2024 is not less than 400% in the fourth lifting period
Note: the calculation of the above "net profit" index is based on the net profit attributable to the shareholders of the listed company after deducting non recurring profits and losses and excluding the share payment cost of this and other incentive plans.
If the company fails to meet the performance assessment requirements at the company level in a certain year, the restricted shares that can be lifted in the corresponding assessment year of all incentive objects shall not be lifted, and shall be repurchased and cancelled by the company, and the repurchase price shall be the grant price.
The salary and appraisal committee will rate the comprehensive appraisal of the incentive object in each appraisal year, and determine the proportion of lifting the sales restriction according to the individual performance appraisal results of the incentive object. According to the assessment methods formulated by the company, in principle, the performance evaluation results are divided into four grades: excellent, good, qualified and unqualified. If the assessment results during the period of lifting the restriction are excellent or good, all the shares of the current period can be lifted. If they are unqualified, the shares of the current period can be cancelled, as follows:
The evaluation results are excellent, good, qualified and unqualified
Standard coefficient (n) 100% 100% 80% 0%
If the annual performance assessment at the company level meets the standard, the actual sales restriction amount of the incentive object in the current year = standard coefficient (n) × The individual plans to lift the sales restriction limit in the current year.
If the restricted stock repurchase price of the current year cannot be cancelled by the company, the restricted stock repurchase price shall be the appraisal object of the current year.
3、 Explanation on the consistency between the restricted shares granted to the incentive object this time and the situation reviewed and approved by the board of directors. In view of the fact that in the process of determining the capital payment and share registration after the grant date, one of the above incentive objects voluntarily gave up subscribing for part of the restricted shares to be granted by the company for personal reasons, totaling 14000 shares, so
