Securities code: 003021 securities abbreviation: Shenzhen Zhaowei Machinery&Electronic Co.Ltd(003021) Announcement No.: 2022-010 Shenzhen Zhaowei Machinery&Electronic Co.Ltd(003021)
Announcement on granting restricted stocks and stock options to incentive objects and reserving restricted stocks and stock options in the 2021 incentive plan
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.
Important content tips:
1. Vesting date of reserved restricted shares and stock options: February 21, 2022.
2. 149280 reserved restricted shares were granted, with the grant price of 31.39 yuan / share; 59712 reserved stock options were granted, and the exercise price was 62.77 yuan / share.
Shenzhen Zhaowei Machinery&Electronic Co.Ltd(003021) (hereinafter referred to as “the company”) held the 11th meeting of the second board of directors and the 11th meeting of the second board of supervisors on February 21, 2022, deliberated and adopted the proposal on granting restricted shares and stock options to incentive objects and reserving restricted shares and stock options in the 2021 incentive plan, The board of directors considered that the reserved grant conditions specified in the Shenzhen Zhaowei Machinery&Electronic Co.Ltd(003021) 2021 restricted stock and stock option incentive plan (Revised Draft) (hereinafter referred to as the incentive plan (Revised Draft)) had been met, and agreed to grant 14928 reserved restricted shares and 59712 reserved stock options to 31 incentive objects on February 21, 2022. Relevant matters are hereby announced as follows: I. relevant approval procedures for the incentive plan of restricted shares and stock options in 2021
(I) January 30, 2021, The company held the 23rd Meeting of the first board of directors and deliberated and adopted the proposal on the company’s 2021 restricted stock and stock option incentive plan (Draft) and its summary and the proposal on the company’s assessment and management method for the implementation of 2021 restricted stock and stock option incentive plan Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive and proposal on requesting the convening of the second extraordinary general meeting of shareholders in 2021. The independent directors of the company expressed independent opinions on this.
(II) January 30, 2021, The company held the 15th meeting of the first board of supervisors, deliberated and approved the proposal on the company’s incentive plan for restricted stocks and stock options in 2021 (Draft) and its summary, and the proposal on the measures for the implementation and assessment of the company’s incentive plan for restricted stocks and stock options in 2021 Proposal on verifying the list of incentive objects first granted by the company’s restricted stock and stock option incentive plan in 2021.
(III) from February 7, 2021 to February 17, 2021, the company publicized the names and positions of the incentive objects granted for the first time in the incentive plan. During the publicity period, the board of supervisors of the company did not receive any objection and no feedback record. On February 20, 2021, the company disclosed the announcement and verification report of the board of supervisors on the list of incentive objects first granted by the company’s restricted stock and stock option incentive plan in 2021. On February 26, 2021, the company disclosed the verification opinions of the board of supervisors on the list of incentive objects first granted by the company’s restricted stock and stock option incentive plan in 2021 (grant date).
(IV) on February 25, 2021, the company disclosed the self inspection report on the trading of the company’s shares by insiders and incentive objects of the restricted stock and stock option incentive plan in 2021.
(V) February 25, 2021, The company held the second extraordinary general meeting of shareholders in 2021, deliberated and approved the proposal on the company’s incentive plan for restricted stocks and stock options in 2021 (Draft) and its summary, and the proposal on the measures for the implementation and assessment of the company’s incentive plan for restricted stocks and stock options in 2021 Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive.
(VI) after the conclusion of the general meeting of shareholders on February 25, 2021, the company held the first meeting of the second board of directors and the first meeting of the second board of supervisors, and deliberated and adopted the proposal on granting restricted stocks and stock options to the incentive objects of the company’s restricted stock and stock option incentive plan in 2021 for the first time. The independent directors of the company expressed independent opinions on this.
(VII) on April 12, 2021, the company held the fourth meeting of the second board of directors and the fourth meeting of the second board of supervisors, deliberated and adopted the proposal on adjusting the incentive plan of restricted stocks and stock options in 2021. The board of supervisors of the company issued verification opinions on relevant matters, and Beijing Jinchengtongda (Shenzhen) law firm issued legal opinions.
(VIII) on April 20, 2021, after examination and confirmation by Shenzhen Stock Exchange and Shenzhen Branch of China Securities Depository and Clearing Co., Ltd., the company completed the first grant registration of restricted stock and stock option incentive plan in 2021, On April 21, 2021, the announcement on the completion of the registration of the first grant of restricted stock and stock option incentive plan in 2021 was disclosed.
(IX) on May 20, 2021, the company held the sixth meeting of the second board of directors and the sixth meeting of the second board of supervisors, deliberated and adopted the proposal on adjusting the reserved number of restricted shares, the number of stock options and the exercise price of the company’s 2021 equity incentive plan. The independent directors of the company issued independent opinions on the above matters, the board of supervisors of the company issued verification opinions on relevant matters, and Beijing Jinchengtongda (Shenzhen) law firm issued a legal opinion. (x) on January 8, 2022, the company held the 10th meeting of the second board of directors and the 10th meeting of the second board of supervisors, The proposal on the company’s 2021 restricted stock and stock option incentive plan (Revised Draft) and its summary and the proposal on the measures for the implementation and assessment of the company’s 2021 stock option and restricted stock incentive plan (Revised Draft) were reviewed and approved. The independent directors of the company expressed independent opinions on the above matters, and Beijing Jinchengtongda (Shenzhen) law firm issued a legal opinion.
（11） On January 26, 2022, the company held the first extraordinary general meeting of shareholders in 2022, deliberated and approved the proposal on the company’s 2021 restricted stock and stock option incentive plan (Revised Draft) and its summary, and the proposal on the measures for the implementation and assessment of the company’s 2021 stock option and restricted stock incentive plan (Revised Draft).
（12） On February 21, 2022, the company held the 11th meeting of the second board of directors, deliberated and approved the proposal on granting restricted shares and stock options reserved in the 2021 restricted stock and stock option incentive plan to incentive objects, and the proposal on repurchase and cancellation of some restricted shares and cancellation of some stock options; The independent directors of the company expressed independent opinions on the above matters, and Beijing Jinchengtongda (Shenzhen) law firm issued a legal opinion.
On the same day, The company held the 11th meeting of the second board of supervisors, deliberated and approved the proposal on granting restricted shares and stock options to incentive objects in 2021, and the proposal on verifying the list of incentive objects in 2021 The board of supervisors issued verification opinions on the above matters in the proposal on repurchase and cancellation of some restricted shares and cancellation of some stock options. 2、 Differences between this grant and the incentive plan approved by the general meeting of shareholders
There is no difference between the relevant contents of this grant and the incentive plan approved by the general meeting of shareholders of the company. 3、 Statement of the board of directors on the achievement of the conditions for this grant
According to the relevant provisions of the administrative measures for equity incentive of listed companies (hereinafter referred to as the administrative measures) and the incentive plan (Revised Draft), the grant conditions are as follows: (I) the company is not prohibited from implementing the equity incentive plan as stipulated in the administrative measures and other laws and regulations, including: 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 most recent 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.
(II) there is no circumstance that the incentive object shall not become the incentive object as stipulated in the administrative measures and other laws and regulations. The details are as follows: 1. The incentive object 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. 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 of the people’s Republic of China; 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 circumstances, considers that the conditions for the reserved grant of the restricted stock and stock option incentive plan in 2021 (hereinafter referred to as the “incentive plan”) have been met, and agrees to determine the reserved grant date as February 21, 2022, And agreed to grant a total of 14928 restricted shares and 59712 stock options to 31 incentive objects who meet the grant conditions. The grant price of reserved restricted shares is 31.39 yuan / share and the exercise price of reserved stock options is 62.77 yuan / share. 4、 Grant of reserved restricted shares this time
(I) grant date: February 21, 2022.
(II) number of shares granted: 149280 shares. (III) number of persons granted: 31. (IV) grant price: 31.39 yuan / share. (V) stock source: the company issues A-share common stock to the incentive object. (VI) distribution of restricted shares:
The distribution of reserved restricted shares granted by the incentive plan among incentive objects is shown in the table below:
Category of incentive object: the proportion of reserved restricted shares to be granted this time in the proportion of reserved restricted shares to be granted this time in the total number of votes (10000 shares) of the company and the proportion of share capital
Other core managers, 14.928 100% 0.0871%
Business backbone (31 persons)
Total 14.928 100.00% 0.0871%
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. 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 when the equity incentive plan is submitted to the general meeting of shareholders. The proportion of reserved rights and interests shall not exceed 20% of the number of rights and interests to be granted in the incentive plan.
2. The incentive objects of this incentive plan do not include independent directors, supervisors, shareholders or actual controllers who individually or jointly hold more than 5% of the shares of the company and their spouses, parents and children. (VII) restricted stock sales period and lifting of restricted stock sales arrangements
The restricted sale period of the reserved restricted shares granted this time is 14 months and 26 months respectively from the date of completing the registration of the reserved restricted shares granted to the incentive object.
The shares and bonuses obtained by the incentive object from the conversion of capital reserve into share capital, distribution of stock dividends, stock subdivision and other shares and bonuses due to the granted restricted shares that have not yet been lifted shall be locked in accordance with the incentive plan and shall not be sold or transferred in the secondary market in other ways. The period of lifting the restriction on the sale of such shares is the same as that of the restricted shares, If the company repurchases the restricted shares that have not been lifted, these shares will be repurchased together.
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. The restricted shares held by the incentive objects who do not meet the conditions for lifting the restriction will be repurchased and cancelled by the company.
The release period of the reserved 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 settlement of reserved restricted shares shall be from the first trading day 14 months after the completion of the registration of reserved grant to the last trading day within 26 months after the completion of the registration of restricted sale period
The second settlement of reserved restricted shares starts from the first trading day 26 months after the completion of the registration of reserved grant to 50%, except for the last trading day within 38 months after the completion of the registration of restricted sale period grant
For the restricted shares that have not applied for the lifting of the restriction within the above agreed period or cannot apply for the lifting of the restriction due to the failure to meet the conditions for the lifting of the restriction, the company will repurchase and cancel them in accordance with the principles specified in this incentive plan. (VIII) conditions for lifting the restrictions on the sale of restricted shares
1. Company level performance assessment requirements
The assessment year for the release of restrictions on the sale of reserved restricted shares is 2022-2023 fiscal years, which is assessed once in each fiscal year. The operating income value (a) of each assessment year is assessed, and the proportion of the release of restrictions at the company level (x) is calculated according to the annual completion of the above indicators.
The annual performance assessment objectives of reserved restricted shares are as follows:
