Securities code: 002915 securities abbreviation: Zhejiang Zhongxin Fluoride Materials Co.Ltd(002915) Announcement No.: 2022-010 Zhejiang Zhongxin Fluoride Materials Co.Ltd(002915)
With regard to the announcement on reserving and granting restricted shares to incentive objects, the company and all members of the board of directors guarantee that the content of information disclosure is true, accurate and complete, and there are no false records, misleading statements or major omissions.
Whereas Zhejiang Zhongxin Fluoride Materials Co.Ltd(002915) (hereinafter referred to as “the company”), the reserved grant conditions specified in the 2021 restricted stock incentive plan (Draft) (hereinafter referred to as “the plan”, “the incentive plan” or “the incentive plan”) have been fulfilled, according to the authorization of the first extraordinary general meeting of shareholders in 2021, The company held the 21st Meeting of the 5th board of directors on February 11, 2022, which deliberated and passed the proposal on reserving and granting restricted shares to incentive objects. The board of directors agreed to grant 500000 restricted shares to 17 incentive objects who met the granting conditions, and determined that the reserved granting date of restricted shares was February 11, 2022. The relevant matters are hereby announced as follows:
1、 Relevant approval procedures for 2021 restricted stock incentive plan
1. February 4, 2021, The 13th meeting of the 5th board of directors of the company deliberated and approved the proposal on the company’s 2021 restricted stock incentive plan (Draft) and summary, the proposal on the measures for the implementation and assessment of the company’s 2021 restricted stock incentive plan, 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 2021 restricted stock incentive plan, On the same day, the 12th meeting of the 5th board of supervisors of the company reviewed the relevant proposals of the incentive plan and verified the list of incentive objects of the incentive plan. The independent directors of the company expressed independent opinions on the incentive plan.
2. On February 5, 2021, the company publicized the list and positions of incentive objects through the company’s official website from February 5, 2021 to February 21, 2021. During the publicity period, the board of supervisors of the company did not receive any objection to the proposed incentive objects. The board of supervisors checked the list of incentive objects granted by the incentive plan. For details, the company posted on cninfo website (http: / / www.cinnfo. Com. CN.) on February 24, 2021 Disclosure of the announcement and verification opinions of the board of supervisors on the list of incentive objects first granted by the restricted stock incentive plan in 2021.
3. On March 1, 2021, The first extraordinary general meeting of the company in 2021 deliberated and passed the proposal on the company’s 2021 restricted stock incentive plan (Draft) and summary, the proposal on the measures for the implementation and assessment of the company’s 2021 restricted stock incentive plan, and the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s 2021 restricted stock incentive plan. On March 2, 2021, the company disclosed the self inspection report on the trading of shares of the company by insiders and incentive objects of the restricted stock incentive plan in 2021.
4. On March 1, 2021, the 14th meeting of the 5th board of directors and the 13th meeting of the 5th board of supervisors deliberated and adopted the proposal on granting restricted shares to incentive objects for the first time. The independent directors of the company expressed independent opinions on this, agreed that the board of directors of the company granted restricted shares to the incentive object for the first time, considered that the subject qualification of the incentive object was legal and effective, and the determined grant date met the relevant provisions.
5. On February 11, 2022, the 21st Meeting of the 5th board of directors and the 19th meeting of the 5th board of supervisors deliberated and adopted the proposal on reserving and granting restricted shares to incentive objects. The independent directors of the company expressed their independent opinions on this, holding that the reserved grant conditions have been achieved, the subject qualification of the incentive object is legal and effective, and the determined grant date meets the relevant provisions. The board of supervisors verified the list of some incentive objects reserved and granted and issued verification opinions.
2、 Relevant explanations of the board of directors on whether this grant meets the conditions of grant
According to the provisions of the grant conditions in the incentive plan, the conditions for the incentive object to be granted are:
1. The company is not under 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, the 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) Being deemed inappropriate by the CSRC within 12 months;
(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.
After careful verification, the board of Directors believes that neither the company nor the incentive object has occurred or does not belong to any of the above two situations. To sum up, the granting conditions of the incentive plan of the company have been met. Agree to grant restricted shares to incentive objects that meet the grant conditions.
3、 Reserved grants of restricted shares in the incentive plan
1. Grant date: February 11, 2022
2. Grant price: 13.49 yuan / share
The grant price of reserved restricted shares shall not be lower than the par value of the shares, and shall not be lower than the higher of the following prices: (1) 50% of the average trading price of the company’s shares (total stock trading volume in the previous trading day / total stock trading volume in the previous trading day) of 23.18 yuan per share in the previous trading day before the resolution of the board of directors on the grant of reserved restricted shares is 11.60 yuan per share;
(2) 50% of the average trading price of the company’s shares in the 20 trading days prior to the announcement of the resolution of the board of directors on the granting of reserved restricted shares (the total trading volume of shares in the first 20 trading days / the total trading volume of shares in the first 20 trading days) of 26.98 yuan per share is 13.49 yuan per share.
3. Stock source: A-share common stock issued by the company to the incentive object.
4. Incentive objects and number of restricted shares granted:
A total of 17 incentive objects are reserved and granted, with 500000 shares granted. The specific distribution of the number is as follows:
The proportion of restricted shares granted by name and position in the proportion of restricted shares to be reserved for grant to the total number of votes (10000 shares) in the current total share capital of the company
Middle managers, core technology (industry) 50.00 100% 0.21%
Personnel (17 persons)
Total 50.00 100% 0.21%
Note: (1) the shares of the company granted by any of the above incentive objects through all effective equity incentive plans do not exceed 1.00% 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 10.00% 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.
5. Restriction period and lifting of restriction arrangement
(1) Restriction period and lifting of restriction arrangement
The restricted sale period of some restricted shares reserved for grant in the incentive plan is the listing of restricted shares reserved for grant
12 months and 24 months from the date of. 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 are sufficient to lift the restrictions on sales shall be repurchased and cancelled by the company.
The schedule for the release of restrictions on the sale of reserved restricted shares in each period is 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 period is from the first trading day 12 months after the date of listing of the reserved grant restricted shares to 50% of the reserved grant restricted shares
The lifting of the restriction period shall remain until the last trading day within 24 months from the date of listing of the restricted shares
The second period is from the first trading day after 24 months from the date of listing of the reserved grant restricted shares to the pre 50%
The lifting of the restriction period shall remain until the last trading day within 36 months from the date of listing of the restricted shares
Restricted shares that have not applied for lifting the restrictions on sale within the above agreed period or fail to meet the conditions for lifting the restrictions on sale
If the restricted shares of the current period cannot be applied for lifting the restrictions, the company will repurchase and cancel them in accordance with the principles stipulated in the plan
The incentive object shall be the restricted shares whose sales restrictions have not been lifted.
The restricted shares granted to the incentive object are converted into share capital, stock dividend and stock split due to the capital reserve
The shares obtained shall be restricted from sale at the same time and shall not be sold in the secondary market or transferred in other ways
Except that the restricted sale period is the same as the restricted stock release period.
(2) During the period of lifting the restriction on sales, when the following conditions are met at the same time, the incentive object will be granted restricted shares
Sales restrictions can be lifted:
1) Company level performance assessment requirements
The appraisal year reserved for granting restricted shares in the incentive plan is two fiscal years from 2022 to 2023, one for each fiscal year, and the performance appraisal objectives of each year are shown in the table below:
Performance assessment objectives during the lifting of sales restrictions
The first period of lifting the restrictions on sales is based on the net profit in 2020, and the growth rate of net profit in 2022 will not be less than 40%;
The second period of lifting the restrictions on sales is based on the net profit in 2020, and the growth rate of net profit in 2023 is not less than 80%.
Note: the above “net profit” refers to the net profit attributable to the shareholders of the listed company after deducting recurring profits and losses.
If the company fails to meet the above performance assessment objectives, all incentive objects can lift the sales restriction in the corresponding assessment year
The restricted shares shall not be released from sale, and shall be repurchased and cancelled by the company. The repurchase price shall be the grant price plus the bank price for the same period
Sum of deposit interest.
2) Performance appraisal requirements at individual level
The human resources department of the company is responsible for scoring the comprehensive evaluation of the incentive objects in each evaluation year, and the salary and evaluation committee is responsible for reviewing the implementation process and results of the company’s performance evaluation, and determining the proportion of the incentive objects to lift the sales restriction according to the review results.
The actual amount of sales restriction lifted by the incentive object in the current year = the amount of sales restriction lifted by the individual in the current year × Individual level standard coefficient.
The performance evaluation results of incentive objects are divided into four grades: A, B, C and D. the evaluation form is applicable to the evaluation objects. At that time, the proportion of incentive objects to lift the restriction will be determined according to the following table:
Evaluation grade A (excellent) B (good) C (qualified) d (unqualified)
Evaluation score s ≥ 90 > s ≥ 80 > s ≥ 60 s < 60
Standard coefficient 100% 100% 60% 0%
Restricted shares that cannot be released in the year of assessment of incentive objects shall be repurchased and cancelled by the company, and the repurchase price shall be the sum of the grant price and the deposit interest of the bank in the same period.
6. There is no difference between the rights and interests granted by the company to the incentive object and the relevant proposals on equity incentive deliberated and adopted at the first extraordinary general meeting of shareholders in 2021.
4、 The impact of this grant of restricted shares on the company’s operating ability and financial status
According to the relevant provisions on the determination of fair value in the accounting standards for Business Enterprises No. 11 – share based payment and the accounting standards for Business Enterprises No. 22 – recognition and measurement of financial instruments. The granting of restricted shares in the company’s incentive plan will have a certain impact on the company’s financial status and operating results in relevant years. The board of directors has determined that the reserved grant date of the incentive plan is February 11, 2022, and the incentive cost is recognized according to the fair value of the restricted shares on the grant date.
It is estimated that the incentive cost of restricted stock in the future is 4.73 million yuan, so the amortization of share based payment expenses from 2022 to 2024 is as follows:
Total expenses to be amortized for restricted shares reserved for grant 2022 2023 2024
Number of tickets (10000 shares) (10000 yuan) (10000 yuan) (10000 yuan) (10000 yuan)
50.00 473.00 310.41
