Securities code: 300587 securities abbreviation: Zhejiang Tiantie Industry Co.Ltd(300587) Announcement No.: 2022-026 bond Code: 123046 bond abbreviation: Tiantie convertible bond
Zhejiang Tiantie Industry Co.Ltd(300587)
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.
Zhejiang Tiantie Industry Co.Ltd(300587) (hereinafter referred to as “the company”) held the 14th meeting of the 4th board of directors and the 9th meeting of the 4th board of supervisors on February 16, 2022, The company’s 2022 restricted stock incentive plan (Draft) and its abstract (hereinafter referred to as “incentive plan (Draft)” or “this incentive plan”) disclosed on the gem information disclosure website designated by the CSRC on January 21, 2022 The measures for the administration of assessment of the implementation of the company’s restricted stock incentive plan in 2022 (hereinafter referred to as the “measures for the administration of assessment”) has been revised and a revised draft has been formed. The main contents of this revision are as follows:
1、 Chapter IV determination basis and scope of incentive objects
Before revision:
2、 Scope of incentive objects
There are 72 incentive objects involved in this incentive plan, including:
1. Directors and senior managers of the company;
2. Core management personnel and core technical (business) personnel of the company.
The incentive objects involved in this incentive plan do not include independent directors, supervisors and foreign employees, nor do they include shareholders or actual controllers who individually or jointly hold more than 5% of the shares of the company and their spouses, parents and children.
Among the above incentive objects, the directors and senior managers of the company must be elected by the general meeting of shareholders or appointed by the board of directors of the company. All incentive objects must work in the company or its subsidiaries and sign labor contracts, employment contracts or labor contracts when the incentive plan is awarded and during the assessment period.
Revised:
2、 Scope of incentive objects
The total number of incentive objects to be granted for the first time in this incentive plan is 71, including:
1. Directors and officers of the company;
2. Core management personnel and core technical (business) personnel of the company.
The incentive objects involved in this incentive plan do not include independent directors, supervisors and foreign employees, nor do they include shareholders or actual controllers who individually or jointly hold more than 5% of the shares of the company and their spouses, parents and children. Among the above incentive objects, the directors and senior managers of the company must be elected by the general meeting of shareholders or appointed by the board of directors of the company. All incentive objects must work in the company or its subsidiaries and sign labor contracts, employment contracts or labor contracts when the incentive plan is awarded and during the assessment period.
The incentive object of the reserved grant 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 accurately disclose the relevant information of the incentive object in time on the designated website as required. If the incentive object is not specified for more than 12 months, the reserved rights and interests shall become invalid. The criteria for determining the reserved incentive object shall be determined with reference to the criteria for the first award.
2、 Chapter V source, quantity and distribution of restricted shares
Before revision:
2、 Number of restricted shares granted
The number of restricted shares to be granted to the incentive objects in the incentive plan is 4.5 million shares, accounting for about 0.72% of the total capital stock of the company at the time of announcement of the draft incentive plan (since the company is in the stock conversion period of convertible corporate bonds, the total capital stock referred to in the draft is the number of shares as of January 19, 2022). 3、 Distribution of restricted shares granted to incentive objects
The restrictions granted account for the draft plan
Name position nationality stock quantity restricted stock total share capital at the time of announcement
Proportion of shares (10000 shares)
Niu Wenqiang, director and Deputy General Manager China 13.00 2.89% 0.02%
Fan Weiwei, deputy general manager and director of China 13.00 2.89% 0.02%
Meeting secretary
Zheng Shuanglian, deputy general manager, finance China 13.00 2.89% 0.02%
chief inspector
Zheng Jianfeng, Deputy General Manager China 13.00 2.89% 0.02%
Core management personnel and core technical (business) personnel 398.00 88.44% 0.63%
(68 persons)
Total (72 persons) 450.00 100.00% 0.72%
Note: 1. The shares of the company granted by any incentive object in this incentive plan through all equity incentive plans within the validity period shall not exceed 1% of the total share capital of the company. The total number of underlying shares involved in all equity incentive plans of the company within the validity period shall not exceed 20% of the total share capital of the company.
2. If the difference in mantissa between the sum of the above total data and each detailed number is caused by rounding, two decimal places shall be retained.
Revised:
2、 Number of restricted shares granted
The total number of restricted shares to be granted to the incentive objects in the incentive plan is 5 million shares, accounting for about 0.80% of the total share capital of the company at the time of announcement of the incentive plan. Among them, 4.1 million restricted shares were granted for the first time, accounting for about 0.65% of the total share capital of the company at the time of announcement of the incentive plan and 82.00% of the total equity granted this time; 900000 shares are reserved, accounting for about 0.14% of the total share capital of the company at the time of announcement of the incentive plan and 18.00% of the total equity granted this time.
3、 Distribution of restricted shares granted to incentive objects
The proportion of the granted restrictions to the total share capital (10000 shares) granted by the plan in the total number of shares of the nationality of the positions announced in the plan
Niu Wenqiang, director and deputy general manager of China 13.00 2.60% 0.02%
reason
Fan Wei, deputy general manager of China
Board Secretary
Zheng Shuanglian, deputy general manager, financial China 13.00 2.60% 0.02%
Business Director
Zheng Jianfeng, Deputy General Manager China 13.00 2.60% 0.02%
The proportion of the granted restrictions to the total share capital (10000 shares) granted by the plan in the total number of shares of the nationality of the positions announced in the plan
Core management personnel and core technical (business) personnel 358.00 71.60% 0.57%
(67 persons)
Reserved part 90.00 18.00% 0.14%
Total (71 persons) 500.00 100.00% 0.80%
Note: 1. The shares of the company granted by any incentive object in this incentive plan through all equity incentive plans within the validity period shall not exceed 1% of the total share capital of the company.
The total number of underlying shares involved in all equity incentive plans of the company within the validity period shall not exceed 20% of the total share capital of the company.
2. If the difference in mantissa between the sum of the above total data and each detailed number is caused by rounding, two decimal places shall be retained.
3、 Chapter VI. the period of validity of the plan and the date of termination of the restriction
Before revision:
1、 Validity period of this incentive plan
The validity period of the incentive plan shall be from the date of completion of the registration of the grant of restricted shares to the date of completion of all the restricted shares granted to the incentive object, and the maximum period shall not exceed 51 months.
2、 Grant date of this incentive plan
The grant date of the incentive plan shall be determined by the board of directors after the plan is deliberated and approved by the general meeting of shareholders of the company, and the grant date must be the trading day. The company shall grant restricted shares and complete announcement, registration and other relevant procedures within 60 days after the deliberation and approval of the general meeting of shareholders. If the company fails to complete the above work within 60 days, it shall disclose the reasons for the failure in time, announce the termination of the implementation of the incentive plan, and the non granted restricted shares shall become invalid. However, according to the administrative measures and other relevant laws and regulations, the period during which the following listed companies shall not grant rights and interests shall not be counted within 60 days.
3、 The restriction period and lifting arrangement of the incentive plan
The restricted sale period of the restricted shares granted under the incentive plan is 12 months, 24 months and 36 months respectively from the date of completion of the registration of the restricted shares granted. The restricted shares granted to the incentive object under this incentive plan shall not be transferred, used for guarantee or debt repayment before the restriction is lifted.
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. If the company repurchases the restricted shares that have not been lifted, such shares will be repurchased together.
The release period of restricted shares granted by the incentive plan and the release schedule of each period are shown in the table below:
The proportion of the number of sales restrictions that can be lifted in the number of granted rights and interests
The first transaction after 12 months from the date of completion of registration of restricted shares
The last 40% within 24 months from the date of the first lifting of the restriction period to the date of completion of the registration of restricted shares
End of one trading day
The first transaction after 24 months from the date of completion of registration of restricted shares
The last 30% within 36 months from the date of the second lifting of the restriction period to the date of completion of the registration of restricted shares
End of one trading day
The first transaction after 36 months from the date of completion of registration of restricted shares
The last 30% within 48 months from the date of the third lifting of the restriction period to the date of completion of the registration of restricted shares
End of one trading day
Revised:
1、 Validity period of this incentive plan
The validity period of the incentive plan shall be from the date of completion of the registration of the first grant of restricted shares to the date of completion of all the restricted shares granted to the incentive object, and the maximum period shall not exceed 51 months.
2、 Grant date of this incentive plan
The grant date of the incentive plan shall be determined by the board of directors after the plan is deliberated and approved by the general meeting of shareholders of the company, and the grant date must be the trading day. The company shall grant restricted shares and complete announcement, registration and other relevant procedures within 60 days after the deliberation and approval of the general meeting of shareholders. If the company fails to complete the above work within 60 days, it shall disclose the reasons for the failure in time, announce the termination of the implementation of the incentive plan, and the non granted restricted shares shall become invalid. The reserved granting date of some restricted shares shall be confirmed by the board of directors of the company within 12 months after the deliberation and approval of the general meeting of shareholders. However, according to the administrative measures and other relevant laws and regulations, the period during which the following listed companies shall not grant rights and interests shall not be counted within 60 days.
3、 The restriction period and lifting arrangement of the incentive plan
The restricted shares granted under the incentive plan are subject to different restricted sales periods, which are calculated from the date of completion of registration. The interval between the date of completion of registration and the date of first lifting of sales restrictions shall not be less than 12 months. The incentive object is calculated according to the incentive plan
