Securities code: 300487 securities abbreviation: Sunresin New Materials Co.Ltd Xi’An(300487) Announcement No.: 2022-016 bond Code: 123027 bond abbreviation: Lanxiao convertible bond
Sunresin New Materials Co.Ltd Xi’An(300487)
About the first grant to the incentive objects of the restricted stock incentive plan in 2021
Announcement of restricted shares
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records
Contains, misleading statements or omissions.
Important content tips:
First grant date of restricted shares: February 11, 2022
Number of restricted shares granted for the first time: 2.7 million shares
Initial grant price of restricted stock: 44.55 yuan / share
Sunresin New Materials Co.Ltd Xi’An(300487) (hereinafter referred to as “the company”) the conditions for the first grant of Restricted Shares specified in the 2021 restricted stock incentive plan (hereinafter referred to as “the incentive plan” or “the incentive plan”) have been fulfilled. According to the authorization of the fourth extraordinary general meeting of shareholders in 2021, The company held the 11th meeting of the 4th board of directors and the 9th meeting of the 4th board of supervisors on February 11, 2022, deliberated and adopted the proposal on the first grant of restricted shares to the incentive objects of the 2021 restricted stock incentive plan, and agreed to determine the first grant date of the incentive plan as February 11, 2022, And agreed to grant 2.7 million class II restricted shares to 338 eligible incentive objects at the grant price of 44.55 yuan / share. The relevant matters are hereby announced as follows:
1、 Brief description of equity incentive plan and relevant approval procedures performed
(I) brief description of restricted stock incentive plan
On December 16, 2021, the company held the fourth extraordinary general meeting of shareholders in 2021, deliberated and passed the proposal on the company’s restricted stock incentive plan in 2021 (Draft) and its summary and other relevant proposals, the main contents of which are as follows: 1 The incentive tool adopted in this incentive plan is restricted stock (the second type of restricted stock);
2. Source of underlying stock: RMB A-share common stock of the company issued to the incentive object;
3. Grant price: the grant price of restricted shares granted under the incentive plan is 44.55 yuan / share;
4. Incentive objects: a total of 341 incentive objects are granted for the first time in the incentive plan, including directors, senior managers and core technical / business personnel who worked in the company (including subsidiaries, the same below) when the company announced the incentive plan, as well as other employees deemed necessary by the board of directors of the company. Excluding independent directors, supervisors, shareholders or actual controllers holding more than 5% of shares alone or in total and their spouses, parents and children.
5. Distribution of restricted shares granted by the incentive plan among incentive objects
The total number of restricted shares to be granted to the incentive objects in the incentive plan is 3 million shares, and the subject stock involved is RMB A-share ordinary shares, accounting for 1.36% of the total share capital of the company on the announcement date of the draft incentive plan, of which the total number of equity granted for the first time is 2.7 million shares, Accounting for 1.23% of the company’s total share capital of 219785441 shares on the announcement date of the draft incentive plan; 300000 reserved equity shares, accounting for 0.14% of the company’s total share capital of 219785441 shares on the announcement date of the draft incentive plan and 10.00% of the total equity to be granted in the incentive plan.
The restricted shares granted for the first time in the incentive plan shall be distributed among the incentive objects according to the following proportions:
Name, position / country proportion of restricted shares granted to restricted shares granted to the total number of votes (10000 shares) of the current total share capital
Wei Weijun, director and deputy general manager 3 1.00% 0.01%
Li Sui party director 5 1.67% 0.02%
Anyuan director and Chief Financial Officer 3 1.00% 0.01%
Wang Risheng, deputy general manager 4 1.33% 0.02%
Guo Fumin, deputy general manager 5 1.67% 0.02%
Deputy general manager Deng Jiankang 0.01% 0.2%
Lin, Xiangzhou foreign employees 3 1.00% 0.01%
Vesselle Jean Marc, foreign employee 3 1.00% 0.01%
Marie
YVAN de busscher expatriate 2 0.67% 0.01%
Core technical (business) personnel
(332 persons) 239.5 79.83% 1.09%
Reserved part 30.00 10.00% 0.14%
Total (341 persons) 300.00 100.00% 1.36%
Note: 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.
6. The incentive objects of the reserved 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 timely and accurately disclose the relevant information of the incentive objects on the designated website as required.
7. Validity period, ownership arrangement and lock up period of the incentive plan
(1) Validity period of this incentive plan
The validity period of this incentive plan is from the date of the first grant of restricted shares to the date of the ownership or invalidation of all the restricted shares granted to the incentive object, which shall not exceed 60 months at most.
Ownership arrangement of the incentive plan
The restricted shares granted under this incentive plan will be vested in several times according to the agreed proportion after 12 months from the date of grant (the restricted shares reserved for grant will be vested in 12 months from the date of reserved grant), and after the incentive object meets the corresponding vesting conditions. The vesting date must be the trading day, but it cannot be vested in the following periods:
1) Within 30 days before the announcement of the company’s periodic report, if the announcement date of the periodic report is delayed due to special reasons, it shall be calculated from 30 days before the original scheduled announcement date to 1 day before the announcement;
2) Within 10 days before the announcement of the company’s performance forecast and performance express;
3) From the date of major events that may have a great impact on the trading price of the company’s shares and their derivatives or the date of entering the decision-making process to 2 trading days after disclosure according to law;
4) Other periods prescribed by the CSRC and the stock exchange.
If relevant laws, administrative regulations and departmental rules have other provisions on the period that cannot be attributed, the relevant provisions shall prevail. The ownership arrangement of restricted shares granted by this incentive plan is as follows:
Number of partial vested interests granted for the first time
Vesting arrangement vesting time accounts for the total amount of equity granted
Proportion of quantity
The first vesting period starts from the first trading day 12 months after the date of the first grant to the first 40%
The last trading day within 24 months from the date of grant
The second vesting period starts from the first trading day 24 months after the date of the first grant to the first 40%
The last trading day within 36 months from the date of grant
The third vesting period starts from the first trading day 36 months after the date of the first grant to the first 20%
The last trading day within 48 months from the date of grant
Number of reserved vested interests granted
Vesting arrangement vesting time accounts for the total amount of equity granted
Proportion of quantity
The first vesting period starts from the first trading day 24 months after the date of the first grant to the first 50%
The last trading day within 36 months from the date of grant
The second vesting period starts from the first trading day 36 months after the date of the first grant to the first 50%
The last trading day within 48 months from the date of grant
Restricted shares that have not been vested within the above agreed period or that cannot be applied for vesting due to failure to meet the vesting conditions shall not be vested and shall be invalidated.
Arrangement of lock up period of this incentive plan
The lock up period refers to the time period after the restricted shares granted to the incentive object are vested. There is no lock up period after the vesting of the granted shares of the incentive plan. If the incentive objects are directors and senior managers of the company, the sales restriction provisions shall be in accordance with the company law, the securities law, several provisions on the reduction of shares held by shareholders and directors, supervisors and senior managers of listed companies, the implementation rules for the reduction of shares held by shareholders, directors, supervisors and senior managers of listed companies of Shenzhen Stock Exchange and other relevant laws and regulations The provisions of normative documents and the articles of association shall be implemented, and the specific contents are as follows:
1) If the incentive objects are directors and senior managers of the company, their shares transferred each year during their tenure shall not exceed 25% of the total shares of the company they hold. The company’s shares held by him shall not be transferred within half a year after his 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 relevant laws and regulations such as the company law, the securities law, several provisions on the reduction of shares held by shareholders, directors, supervisors and senior managers of listed companies, and the detailed rules for the implementation of the reduction of shares held by shareholders, directors, supervisors and senior managers of listed companies of Shenzhen Stock Exchange If there are changes in the relevant provisions on the transfer of shares held by the company’s directors and senior managers in the normative documents and the articles of association, the transfer of the company’s shares held by these incentive objects shall comply with the revised relevant provisions at the time of transfer.
8. Performance assessment requirements
(1) Company level assessment requirements
The appraisal year of the attribution arrangement granted for the first time in the incentive plan is the fiscal year from 2022 to 2024, and the appraisal year of the attribution arrangement reserved for grant is two fiscal years from 2023 to 2024. The appraisal is conducted once in each fiscal year, and the achievement of the performance appraisal goal is the condition of the attribution arrangement. The performance assessment objectives are shown in the table below:
Performance assessment objectives for the first vesting period
The first vesting period is based on the net profit in 2020, and the net profit growth rate in 2022 will not be less than 100%
The second attribution period is based on the net profit in 2020, and the net profit growth rate in 2023 is not less than 120%
The third attribution period is based on the net profit in 2020, and the net profit growth rate in 2024 is not less than 140%
Reserved performance assessment objectives for vesting period
The first vesting period is 20 years
