Securities code: 002859 securities abbreviation: Zhejiang Jiemei Electronic And Technology Co.Ltd(002859) Announcement No.: 2022-004
Bond Code: 128137 bond abbreviation: Jiemei convertible bond
Zhejiang Jiemei Electronic And Technology Co.Ltd(002859)
Announcement on the completion of the grant registration of the restricted stock incentive plan in 2021
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete,
There are no false records, misleading statements or major omissions.
Important content tips:
Completion date of restricted stock Grant: February 10, 2022
Number of registrants of restricted stock grants: 50
The number and proportion of restricted shares granted and registered: 3354000 shares, accounting for about 0.82% of the company's total share capital of 410020600 shares (since the company is in the conversion period of convertible corporate bonds, the total share capital referred to in this paper is the number of shares on November 29, 2021, the same below).
Grant price of restricted shares: RMB 16.81/share
Source of restricted stock: the company's RMB A-share common stock repurchased from the secondary market
The nature of the shares after the grant of restricted shares is tradable shares with limited sales conditions
After the registration of this restricted stock grant, the equity distribution of the company meets the requirements of listing conditions and will not lead to changes in the controlling shareholder and actual controller of the company.
According to the measures for the administration of equity incentive of listed companies, the relevant provisions of Shenzhen Stock Exchange and Shenzhen Branch of China Securities Depository and Clearing Corporation Limited, Zhejiang Jiemei Electronic And Technology Co.Ltd(002859) (hereinafter referred to as " Zhejiang Jiemei Electronic And Technology Co.Ltd(002859) " or "the company") has completed the grant registration of the restricted stock incentive plan in 2021 (hereinafter referred to as "the incentive plan"), and the relevant information is hereby announced as follows
1、 Decision making procedures and information disclosure performed in the incentive plan
1. On November 30, 2021, the company held the 19th meeting of the third board of directors, deliberated and adopted the proposal on and its summary, and the proposal on < Zhejiang Jiemei Electronic And Technology Co.Ltd(002859) 2021 restricted stock incentive plan implementation assessment management method Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company's restricted stock incentive plan in 2021 and other relevant proposals. The independent directors expressed their independent opinions on matters related to the company's incentive plan. On the same day, the company held the 17th meeting of the third board of supervisors, deliberated and adopted the proposal on and its summary, and the proposal on < Zhejiang Jiemei Electronic And Technology Co.Ltd(002859) 2021 restricted stock incentive plan implementation assessment management measures Proposal on verifying the list of incentive objects of the company's restricted stock incentive plan in 2021. The board of supervisors of the company verified the relevant matters of the incentive plan and issued relevant verification opinions.
2. From December 2, 2021 to December 11, 2021, the company publicized the names and positions of the incentive objects of the 2021 restricted stock incentive plan within the company. During the publicity period, the board of supervisors of the company did not receive any objection from any organization or individual to the incentive objects of the company's incentive plan. On December 13, 2021, the company disclosed the announcement and verification opinions of the board of supervisors on the list of incentive objects of the company's restricted stock incentive plan in 2021 (Announcement No.: 2021-099).
3. On December 17, 2021, the company held the second extraordinary general meeting of shareholders in 2021 through the combination of on-site voting and online voting, and through the collection of voting rights and entrusted voting by independent directors to consider the proposal on and its summary Proposal on the management measures for the implementation and assessment of the restricted stock incentive plan in 2021 and the proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to the company's restricted stock incentive plan in 2021. On December 18, 2021, the company disclosed the self inspection report on the trading of the company's shares by insiders and incentive objects of the company's restricted stock incentive plan in 2021 (Announcement No.: 2021-100).
4. On December 20, 2021, the company held the 20th meeting of the third board of directors and the 18th meeting of the third board of supervisors, and deliberated and adopted the proposal on granting restricted shares to incentive objects. The independent directors of the company expressed their independent opinions, and the board of supervisors verified the list of incentive objects granted restricted shares this time. The board of directors and the board of supervisors of the company believe that the granting conditions have been met, the subject qualification of incentive objects is legal and effective, and the determined granting date meets the relevant provisions.
2、 Grant and registration of restricted shares in the incentive plan
1. Grant date: December 20, 2021
2. Number of granted shares: 3.354 million shares, accounting for about 0.82% of the company's total share capital of 410.0206 million shares
3. Number of registrants granted: 50
4. Grant price: RMB 16.81/share
5. Stock source: the company's RMB A-share common stock repurchased from the secondary market
6. The list of restricted stock incentive objects and the actual subscription quantity are as follows:
The restricted shares granted by name and position account for the total share capital of the company actually granted by the plan
Proportion of the total number of quantitative (10000 shares)
Sun hemin, deputy general manager 40.00 11.93% 0.10%
Middle managers and core backbone 295.40 88.07% 0.72%
Employees (49 persons)
Total 335.40 100.00% 0.82%
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 at the time of announcement of the draft incentive plan.
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 at the time of announcement of the draft incentive plan.
② If the total number in the above table is inconsistent with the mantissa of the sum of the sub item values, it is caused by rounding.
③ There are no independent directors, supervisors, major shareholders or actual controllers who individually or jointly hold more than 5% of the company's equity and their spouses, parents and children among the incentive objects of the incentive plan.
7. The restricted sale period of restricted shares in the incentive plan is 12 months, 24 months and 36 months from the date of completion of the registration of the grant of 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. The shares obtained from the conversion of capital reserve into share capital, distribution of stock dividends, stock subdivision and other shares that have not yet been lifted shall be locked in accordance with the plan. After the restriction is lifted, the company will handle the lifting of the restriction for the incentive objects who meet the conditions for lifting the restriction, and the restricted shares held by the incentive objects who do not meet the conditions for lifting the restriction will be repurchased by the company.
The release period of restricted shares granted by 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
The first trading day shall be from the first trading day 12 months after the completion of the registration of the grant of restricted shares to the deadline
40% on the last trading day within 24 months from the date of completion of registration of granting of restricted shares
The second period is from the first trading day 24 months after the completion of the registration of the grant of restricted shares to the deadline
30% on the last trading day within 36 months from the date of completion of the grant registration of restricted shares
The third period is from the first trading day 36 months after the completion of the registration of the grant of restricted shares to the deadline
30% on the last trading day within 48 months from the date of completion of the grant registration of restricted shares
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 stock 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.
8. Lock up period of the incentive plan
The anti-sale provisions of the incentive plan shall be implemented in accordance with the company law, securities law and other relevant laws, regulations, normative documents and the articles of association. The specific provisions are as follows:
① If the incentive objects are directors and senior managers of the company, the shares they transfer every year during their tenure shall not exceed 25% of the total shares of the company they hold. They shall not transfer the shares of the company they hold within six months after their resignation. ② If the incentive objects are directors and senior managers of the company, they will sell their shares of the company within 6 months after buying, or buy them again within 6 months after selling, and the income from this will belong to the company, and the board of directors of the company will recover their income.
③ During the validity period of this incentive plan, if the relevant provisions on the transfer of shares held by the company's directors and senior managers in the company law, securities law and other relevant laws, regulations, normative documents and the articles of association have changed, the transfer of shares held by these incentive objects shall comply with the revised relevant provisions at the time of transfer.
9. Conditions for the release of restricted shares
During the release period, the restricted shares granted to the incentive object can be released only when the following conditions are met: (1) the company does not have any of the following circumstances:
① The financial and accounting report of the most recent fiscal year is an audit report with a negative opinion or unable to express an opinion issued by a certified public accountant;
② The internal control of the financial report of the latest fiscal year is an audit report with a negative opinion or unable to express an opinion issued by a certified public accountant;
③ Failure to distribute profits in accordance with laws and regulations, articles of association and public commitments within the last 36 months after listing;
④ Equity incentive is not allowed according to laws and regulations;
⑤ Other circumstances recognized by the CSRC.
(2) The incentive object does not have any of the following situations:
① Being identified as an inappropriate candidate by the stock exchange within the last 12 months;
② In the last 12 months, it has been identified as an inappropriate candidate by the CSRC and its dispatched offices;
③ Being administratively punished by the CSRC and its dispatched offices or taking market entry prohibition measures for major violations of laws and regulations in the last 12 months;
④ Those who are not allowed to serve as directors or senior managers of the company as stipulated in the company law;
⑤ Those who are not allowed to participate in the equity incentive of listed companies according to laws and regulations;
⑥ Other circumstances recognized by the CSRC.
In case of any of the circumstances specified in article (1) above, the restricted shares granted to all incentive objects under this incentive plan but not yet lifted shall be repurchased and cancelled by the company; If one of the circumstances specified in article (2) above occurs to an incentive object, the restricted shares granted to the incentive object under the incentive plan but not lifted shall be repurchased and cancelled by the company. (3) Company level performance assessment requirements
The assessment year of the incentive plan is three fiscal years from 2022 to 2024. The assessment is conducted once in each fiscal year. Taking the average net profit of the three years from 2019 to 2021 as the performance base, the net profit growth rate of the fixed performance base of each year is assessed, and the proportion of sales restrictions that can be lifted at the company level is calculated according to the completion of the above indicators.
The annual performance assessment objectives and the arrangement of the proportion of lifting sales restrictions are shown in the table below:
Annual net profit growth rate (a) assessed during the lifting of sales restriction period
Target value (AM) trigger value (an)
The first sales restriction lifting period is 98% 67% in 2022
The second sales restriction lifting period is 157% 92% in 2023
The third sales restriction lifting period is 234% in 2024
