Securities code: 300620 securities abbreviation: Advanced Fiber Resources (Zhuhai) Ltd(300620) Announcement No.: 2022-011 Advanced Fiber Resources (Zhuhai) Ltd(300620)
With regard to the announcement on the suspension of partial registration of the grant of restricted stock incentive plan in 2021, 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.
Special tips:
1. Listing date of restricted shares: February 25, 2022
2. Number of restricted shares registered: 30000
3. Restricted stock grant price: 17.35 yuan / share
4. Number of registrants of restricted stock Grant: 1
5. Source of restricted stock: the company issues A-share common stock to the incentive object
Advanced Fiber Resources (Zhuhai) Ltd(300620) (hereinafter referred to as “the company”) held the fourth extraordinary general meeting of shareholders in 2021 on September 10, 2021, deliberated and adopted the proposal on the company’s 2021 restricted stock incentive plan (Draft) and its summary. According to the authorization of the fourth extraordinary general meeting of shareholders in 2021, the company held the ninth meeting of the third board of directors on January 18, 2022, and deliberated and adopted the proposal on granting restricted shares to incentive objects whose grant of Restricted Shares Incentive Plan in 2021 was suspended. According to the measures for the administration of equity incentive of listed companies (hereinafter referred to as the “administrative measures”), the measures for the implementation of equity incentive by state-owned holding listed companies (within China) (hereinafter referred to as the “Trial Measures”) and the notice on issues related to regulating the implementation of equity incentive system by state-owned holding listed companies (hereinafter referred to as the “notice”) According to the relevant rules of Shenzhen Stock Exchange and Shenzhen Branch of China Securities Depository and Clearing Co., Ltd., the company has completed the registration of the deferred grant of restricted stock incentive plan in 2021. The relevant details are announced as follows:
1、 The approval procedures for this incentive plan have been fulfilled
1. On July 28, 2021, the company held the fourth meeting of the third board of directors, The proposal on the company’s 2021 restricted stock incentive plan (Draft) and its summary, the proposal on the management 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 2021 restricted stock incentive plan were reviewed and adopted. The independent directors of the company expressed independent opinions on matters related to the incentive plan, and Guangdong Jingcheng Yueheng law firm issued the legal opinion of Guangdong Jingcheng Yueheng law firm on the company’s restricted stock incentive plan (Draft) in 2021.
2. On July 28, 2021, the company held the fifth meeting of the third board of supervisors, The proposal on the company’s 2021 restricted stock incentive plan (Draft) and its summary, the proposal on the management measures for the implementation and assessment of the company’s 2021 restricted stock incentive plan, and the proposal on verifying the list of incentive objects of the company’s 2021 restricted stock incentive plan were reviewed and approved.
3. From July 29, 2021 to August 7, 2021, the company publicized the names and positions of the incentive objects proposed in the incentive plan within the company, and disclosed the verification opinions and publicity instructions of the board of supervisors on the list of incentive objects of the restricted stock incentive plan in 2021 on September 7, 2021.
4. On September 9, 2021, the company received the opinions on Advanced Fiber Resources (Zhuhai) Ltd(300620) implementing the 2021 restricted stock incentive plan (Zhu Guo Zi [2021] No. 290) from the state owned assets supervision and Administration Commission of Zhuhai Municipal People’s government transferred by Zhuhai HUAFA Group Co., Ltd., and Zhuhai SASAC agreed in principle that the company implement the 2021 restricted stock incentive plan.
5. On September 10, 2021, the company held the fourth extraordinary general meeting of shareholders in 2021, The proposal on the company’s 2021 restricted stock incentive plan (Draft) and its 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 2021 restricted stock incentive plan were reviewed and adopted. The incentive plan was approved by the fourth extraordinary general meeting of shareholders in 2021. The board of directors 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 of restricted shares, On the same day, it disclosed the self inspection report on the trading of company shares by insiders and incentive objects of the restricted stock incentive plan in 2021.
6. On September 10, 2021, the company held the sixth meeting of the third board of directors and the seventh meeting of the third board of supervisors, deliberated and adopted the proposal on granting restricted shares to the incentive objects of the 2021 restricted stock incentive plan, and agreed that the company would take September 10, 2021 as the grant date, 896800 restricted shares were granted to 16 incentive objects except Mr. Wu Guoqin. The independent directors of the company expressed their independent opinions, and the board of supervisors of the company verified the list of incentive objects granted restricted shares this time.
7. On January 18, 2022, the company held the 9th meeting of the 3rd board of directors and the 10th meeting of the 3rd board of supervisors to review and approve the incentive plan on suspending the grant of restricted stock incentive plan in 2021
Like the proposal on granting restricted shares, it is agreed that the company will grant 30000 restricted shares to Mr. Wu Guoqin on January 18, 2022 as the grant date of the deferred grant part. The independent directors of the company expressed their independent opinions, and the board of supervisors of the company verified the list of incentive objects.
2、 The granting of restricted shares
1. Grant date of deferred Grant: January 18, 2022.
2. Number of shares granted with deferred Grant: 30000 restricted shares.
3. Number of awarding of deferred part: 1.
4. The grant price of the deferred grant part: 17.35 yuan / share.
5. Stock source: the company’s A-share common stock issued by the company to the incentive object.
6. The distribution of deferred grant among incentive objects is shown in the table below:
Proportion of restricted shares granted to the proportion of restricted shares granted to the total share capital (10000 shares) on the date of announcement
1 Wu Guoqin, deputy general manager 3 2.18% 0.02%
Total 3 2.18% 0.02%
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;
(2) 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;
(3) As the company’s 2021 semi annual equity distribution plan has been implemented, according to the authorization of the general meeting of shareholders, the 20000 shares suspended from the 2021 restricted stock incentive plan have been adjusted to 30000 shares, and the proportion of some shares suspended in this time in the total number of restricted shares has not changed.
7. Description of restricted stock schedule:
(1) The validity period of this incentive plan shall be no more than 60 months from the date when the restricted shares granted are listed to the date when all the restricted shares granted to the incentive object are lifted or repurchased and cancelled.
(2) The restricted shares granted to the incentive object shall be subject to different restriction periods according to the arrangement of the lifting of the restriction period and the lifting of the restriction period, which are 24 months, 36 months and 48 months respectively, which shall be calculated from the date when the restricted shares granted to the incentive object are registered and listed.
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. The restricted shares granted to the incentive object in accordance with the provisions of the incentive plan will not enjoy the voting right and voting right before the restriction is lifted. During the restricted sale period, the capital reserve obtained by the incentive object due to the restricted shares granted shall be converted into share capital, distributed with stock dividends, allotted shares, and the shares allotted to the original shareholders during the additional issuance shall be restricted at the same time, and shall not be sold in the secondary market or transferred in other ways. The deadline of the restricted sale period of these shares is the same as that of the restricted shares.
The release period of 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 phase of the lifting of the restriction period is 40% of the first payment after 24 months from the date of completion of the first phase of the grant registration
From the trading date to the last trading day within 36 months
The second phase of the lifting of the restriction period is 30% of the first payment after 36 months from the date of completion of the first phase of grant registration and listing
From the trading day to the last trading day within 48 months
The third phase of the lifting of the sales restriction period shall be 30% of the first payment after 48 months from the date of completion of the first phase of grant registration and listing
From the trading day to the last trading day within 60 months
For the restricted shares that have not applied for the lifting of the restriction within the above agreed period or the restricted shares of this period that cannot be applied 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 the corresponding restricted shares of the incentive object that have not been lifted according to the principles specified in this incentive plan.
8. Conditions for lifting the restrictions on the sale of restricted shares
(1) Company performance assessment requirements
The appraisal years of restricted shares granted in this incentive plan are 2021, 2022 and 2023. The performance indicators of the company are evaluated annually to meet the performance appraisal objectives as one of the conditions for the lifting of restrictions on sales of incentive objects in the current year. The performance evaluation objectives of the incentive plan are shown in the table below:
Performance assessment objectives during the lifting of sales restrictions
1. The basic earnings per share in 2021 shall not be less than 0.92 yuan / share, and shall not be lower than the average level of the same industry; 2. Based on the operating income in 2020, the growth rate of operating income in 2021 shall not be less than 30%, and the first sales restriction period shall not be lower than the average level of the same industry;
3. In 2021, the proportion of R & D expenditure in operating revenue shall not be less than 10.05%, and shall not be lower than the average level of the same industry.
1. The basic earnings per share in 2022 shall not be less than 1.20 yuan / share, and shall not be lower than the average level of the same industry; 2. Based on the operating income in 2020, the growth rate of operating income in 2022 shall not be less than 50%, and the second sales restriction lifting period shall not be lower than the average level of the same industry;
3. In 2022, the proportion of R & D expenditure in operating revenue shall not be less than 10.05%, and shall not be lower than the average level of the same industry.
1. The basic earnings per share in 2023 shall not be less than 1.57 yuan / share, and shall not be lower than the average level of the same industry; 2. Based on the operating income in 2020, the growth rate of operating income in 2023 shall not be less than 70%, and the third sales restriction lifting period shall not be lower than the average level of the same industry;
3. In 2023, the proportion of R & D expenditure in operating revenue shall not be less than 10.05%, and shall not be lower than the average level of the same industry.
Note: 1. During the validity period of this plan, if the company has the behavior of converting capital reserve into share capital, distributing stock dividends, issuing additional shares, allotment of shares, convertible bonds into shares, etc., the total amount of share capital involved in the calculation of basic earnings per share will not be adjusted, and the calculation basis is the total amount of share capital at the end of 2020; If the company conducts public offering or non-public offering in the current year and in the future, which will affect the net assets, the newly increased net assets and corresponding net profits may not be included in the calculation of the increase of net assets and net profits in the current year and in the future.
2. The above “basic earnings per share” and “operating income” are calculated based on the data contained in the audited consolidated statements. During the validity period of the plan, if the company has external equity acquisition, the operating income and net profit generated by the corresponding new equity assets may not be included in the calculation of income and net profit of the current year and future years during the performance assessment.
3. The benchmarking enterprise company selected the listed companies whose industry is classified as “communication – communication equipment – communication transmission equipment” and whose industry is classified as “manufacturing – computer, communication and other electronic equipment manufacturing” by the CSRC. The industry category of the above companies is the same as that of the company. If the sample changes during the annual assessment, the company will adopt the latest updated industry classification data at that time, and the board of directors will review and confirm the above modifications.
Incentives for the company to meet the conditions for lifting the restrictions during the period of lifting the restrictions
