Securities code: 300724 securities abbreviation: Shenzhen S.C New Energy Technology Corporation(300724) Announcement No.: 2022-014 Shenzhen S.C New Energy Technology Corporation(300724)
About the second of 2019 restricted stock incentive plan
Announcement on the achievement of unlocking conditions during the unlocking period
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete
False records, misleading statements or material omissions.
Special tips:
1. The total number of restricted stock incentive objects eligible for unlocking this time is 163, and the number of restricted stock that can be unlocked is 348879 shares, accounting for 0.1002% of the current total share capital of the company of 348277595 shares.
2. After the relevant departments handle the unlocking procedures and before the listing and circulation of restricted stocks, the company will issue relevant prompt announcements. Please pay attention to them.
Shenzhen S.C New Energy Technology Corporation(300724) (hereinafter referred to as “the company”) held the 9th meeting of the 4th board of directors on February 21, 2022, deliberated and adopted the proposal on the achievement of unlocking conditions in the second unlocking period of 2019 restricted stock incentive plan, It is considered that the unlocking conditions of the second unlocking period of the company’s restricted stock incentive plan in 2019 (hereinafter referred to as “the incentive plan”, “the incentive plan” or “the plan”) have been met, It is agreed that the 163 incentive objects who meet the unlocking conditions will unlock a total of 348879 restricted shares in the second unlocking period (accounting for 0.1002% of the current total share capital of the company of 348277595 shares) and go through the unlocking and listing and circulation procedures. The relevant contents are hereby announced as follows:
1、 Relevant approval procedures have been performed for this incentive plan
1. On November 28, 2019, the company held the 14th meeting of the third board of directors and the 11th meeting of the third board of supervisors, deliberated and adopted the proposal on and summary and other proposals, The independent directors and supervisors of the company expressed their opinions on whether the incentive plan is conducive to the sustainable development of the company and whether there is any situation that obviously damages the interests of the company and all shareholders, and the lawyer issued a legal opinion on relevant matters.
2. From November 29, 2019 to December 10, 2019, the company publicized the list and positions of the granted incentive objects within the company. During the publicity period, the company did not receive any objection against the incentive objects. The board of supervisors reviewed the list of incentive objects of the incentive plan and explained the publicity.
3. On December 17, 2019, the company held the fifth extraordinary general meeting of shareholders in 2019, deliberated and approved the proposal of and summary, the proposal of The 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 2019 and other relevant proposals. The board of directors of the company 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; At the same time, the company disclosed the self inspection report on the trading of company shares by insiders of restricted stock incentive plan in 2019 and incentive objects according to the verification of insider information insiders and incentive objects.
4. On December 19, 2019, the company held the 15th meeting of the third board of directors and the 12th meeting of the third board of supervisors, and deliberated and adopted the proposal on granting restricted shares to incentive objects. Independent directors expressed independent opinions on the above-mentioned proposals, and lawyers issued legal opinions on relevant matters.
5. On June 9, 2021, the company held the second meeting of the Fourth Board of directors and the second meeting of the Fourth Board of supervisors, deliberated and adopted the proposal on adjusting the repurchase price of restricted shares in the 2019 restricted stock incentive plan, the proposal on repurchase and cancellation of restricted shares granted to some incentive objects but not unlocked Proposal on the achievement of unlocking conditions in the first unlocking period of 2019 restricted stock incentive plan. According to the relevant provisions of the Shenzhen S.C New Energy Technology Corporation(300724) 2019 restricted stock incentive plan (Draft), the five incentive objects have resigned for personal reasons and do not meet the incentive conditions. The restricted shares that have been granted but have not been lifted shall not be lifted, and the company shall repurchase and cancel them. Accordingly, the board of directors of the company agreed to repurchase and cancel a total of 11650 restricted shares granted but not unlocked by the above-mentioned personnel, with a repurchase price of 16.23 yuan / share. The independent directors of the company issued independent opinions, the board of supervisors issued verification opinions, and lawyers issued legal opinions on relevant matters.
6. On June 25, 2021, the company held the second extraordinary general meeting of shareholders in 2021, deliberated and approved the proposal on repurchase and cancellation of restricted shares granted to some incentive objects but not yet unlocked, and completed the repurchase and cancellation procedures of the above 11650 restricted shares on October 18, 2021.
7. On February 21, 2022, the company held the 9th meeting of the 4th board of directors and the 7th Meeting of the 4th board of supervisors, deliberated and approved the proposal on repurchase and cancellation of restricted shares granted to some incentive objects but not unlocked, and the proposal on achievement of unlocking conditions in the second unlocking period of 2019 restricted stock incentive plan, The independent directors of the company issued independent opinions, the board of supervisors issued verification opinions, and lawyers issued legal opinions on relevant matters.
2、 Description of the achievement of unlocking conditions in the second unlocking period of 2019 restricted stock incentive plan
1. Description of the expiration of the second unlocking period
According to the provisions of Shenzhen S.C New Energy Technology Corporation(300724) 2019 restricted stock incentive plan (Draft), the unlocking schedule and unlocking proportion of restricted shares granted under the plan are shown in the table below:
Unlocking schedule unlocking time unlocking proportion
The first unlocking period starts from the first trading day after 12 months from the date of grant completion to the date of grant
40% on the last trading day within 24 months from the date of completion
The second unlocking period starts from the first trading day after 24 months from the date of completion of the grant to the date of grant
30% on the last trading day within 36 months from the date of completion
The third unlocking period starts from the first trading day 36 months after the date of grant completion to the date of grant
30% on the last trading day within 48 months from the date of completion
As mentioned above, the second unlocking period of the incentive plan is from the first trading day after 24 months from the date of completion of the grant of restricted shares to the last trading day within 36 months from the date of completion of the grant.
The grant date of restricted shares in the incentive plan is December 19, 2019 and the listing date is February 13, 2020. The second unlocking period of the incentive plan has expired on February 12, 2022.
2. Description of the achievement of unlocking conditions in the second unlocking period of the incentive plan
During the unlocking period, the restricted shares granted to the incentive object can be unlocked only when the following conditions are met:
Fulfillment of the second unlocking condition of the incentive plan
1. The listed company does not have any of the following circumstances: (1) the financial and accounting report of the latest fiscal year has been issued with a negative opinion or an audit report that cannot express an opinion by the certified public accountant; (2) The internal control over the financial report of the latest fiscal year was controlled by certified public accountants
Issue audit reports with negative opinions or unable to express opinions; The company does not meet the unlocking conditions under the above circumstances. (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.
Fulfillment of the second unlocking condition of the incentive plan
2. No incentive object has any of the following circumstances: (1) it has been identified as an inappropriate candidate by the stock exchange in 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) Within the last 12 months, neither the CSRC nor the incentive object has met the above-mentioned circumstances due to major violations of laws and regulations, and they meet the requirements of unlocking the administrative punishment of their dispatched offices or taking market entry prohibition measures; Conditions.
(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.
3. The performance assessment requirements of the company are based on the requirements of Lixin Certified Public Accountants (special general contract)
The performance assessment objective of the second unlocking period of the incentive plan is: the 2018 annual audit report issued by the company partner in 2020 (the growth rate of xinhuishi’s net profit over 2018 is no less than 40%. Bao Zi [2019] No. zi10099), and the company’s net profit attributable to the shareholders of the listed company in 2018
The above “net profit” refers to the cost of the incentive fund involved in the share based payment fee of the incentive plan and the incentive fund of Shenzhen 306191650.83 yuan according to the 2020 annual review (Draft) issued by the 2019 employee stock ownership plan institute (special general partnership) of Rongcheng accounting affairs city Shenzhen S.C New Energy Technology Corporation(300724) new energy equipment Co., Ltd, Attributable to listing accounting report (Rong Cheng Shen Zi [2021] No. 361z0172)
Net profit of shareholders of the company. The net profit attributable to the shareholders of the listed company in 2020 was 523027422.77 yuan, Excluding share based payment fees and the 2019 employee stock ownership plan (Draft) of Shenzhen Shenzhen S.C New Energy Technology Corporation(300724) new energy equipment Co., Ltd After the cost of the incentive fund involved, the net profit attributable to the shareholders of the listed company in 2020 was 547009681.04 yuan, and the actual net profit growth rate was 78.65%, which was higher than that in the performance assessment
The unlocking conditions are met.
4. Individual performance assessment requirements according to the provisions of the management measures for the implementation and assessment of Shenzhen S.C New Energy Technology Corporation(300724) 2019 restricted stock incentive plan formulated by the company, the actual unlocking amount of the incentive object in the current year is related to the assessment coefficient at the individual level, as follows:
The 163 incentive objects whose current score distribution ratio of corresponding grades meets the unlocking conditions, the personal level 85 (inclusive) – 100% excellent and 100% excellent assessment results are “excellent”, and the current score distribution ratio 70 (inclusive) – 85 good and 80% are 100%.
60 (inclusive) – 70 qualified 60%
Below 60 unqualified 0
If the individual performance appraisal result of the incentive object in the previous year is “unqualified”, the listed company will repurchase and cancel the current unlocking shares of the restricted shares obtained by the incentive object in accordance with the relevant provisions of the incentive plan. When the individual performance appraisal result of the incentive object in the previous year is “qualified” or above, the current unlocking proportion = the maximum unlocking proportion in the current period × Current scoring ratio; Number of shares that can be unlocked in the current period = total number of restricted shares granted × Current unlocking ratio
To sum up, the second unlocking period of restricted shares granted by the company’s restricted stock incentive plan in 2019 has expired, and the unlocking conditions of the company and 163 incentive objects in the second unlocking period have been met. According to the authorization of the company’s fifth extraordinary general meeting in 2019, the company plans to
