Securities code: 002389 securities abbreviation: Aerospace Ch Uav Co.Ltd(002389) Announcement No.: 2022-013 Aerospace Ch Uav Co.Ltd(002389)
Announcement on the completion of the grant registration of the 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. Important content tips:
● listing date of restricted stocks: February 28, 2022
● number of restricted shares registered: 8682056
In accordance with the measures for the administration of equity incentive of listed companies issued by the China Securities Regulatory Commission (hereinafter referred to as the "CSRC"), Shenzhen Stock Exchange, Shenzhen Branch of China Securities Depository and Clearing Co., Ltd, Aerospace Ch Uav Co.Ltd(002389) (hereinafter referred to as "the company") has completed the grant registration of the restricted stock incentive plan (hereinafter referred to as "the incentive plan" and "the plan") in 2021. After the grant registration, the total share capital of the company has increased from 988302944 shares to 996985000 shares. The relevant matters are explained as follows:
1、 Restricted stock grants
The company held the 36th meeting of the 5th board of directors on January 11, 2022, deliberated and approved the proposal on granting restricted shares to incentive objects, and agreed to grant 9.1615 million restricted shares to 272 incentive objects meeting the grant conditions at the grant price of RMB 12.80 per share on January 11, 2022. In the process of granting registration, as 20 incentive objects gave up all or part of the restricted shares granted to them by the company for personal reasons, the number of restricted shares granted was changed from 9161500 shares to 868205600 shares, and the total number of shares waived was 479444 shares, accounting for 5.23% of the total number of original grants. According to the authorization of the company's first extraordinary general meeting in 2022, the board of directors of the company has completed the registration of the grant of the above restricted shares. The actual grant is as follows:
1. Grant date: January 11, 2022
2. Grant price: 12.80 yuan / share
3. Source of restricted shares, actual number of shares granted and distribution of granted objects
(1) Source of restricted stock: directional issuance of A-share common stock
(2) Number of shares granted: 8682056 restricted shares
(3) Distribution of restricted shares granted to incentive objects
Name and Title: restricted shares granted in the proportion of restricted shares granted in the current total shares
Number of votes (10000 shares) proportion of total votes
Qin Yongming, general manager 14 1.61% 0.01%
Du Zhixi, deputy general manager and Secretary of the board of directors 11 1.27% 0.01%
Li pingkun, Deputy General Manager 11 1.27% 0.01%
Zhou Ying, deputy general manager and chief financial officer 12 1.38% 0.01%
Key employees in core management, business, technology and skills 820.2056 94.47% 0.83%
(267 persons)
Total (271 persons) 868.2056 100.00% 0.88%
Note: since the data shall be rounded in calculation, there is a mantissa difference between the sum of the above shares and the total value.
2、 Arrangements for the validity period, restricted sale period and lifting of restricted shares
(I) validity period of incentive plan
The validity period of the incentive plan shall be no more than 60 months from the date of completion of the registration of the grant of restricted shares to the date of lifting the restriction on the sale or repurchase of all restricted shares.
(II) arrangement of the restricted sales period and the lifting of the restricted sales period of the incentive plan
The restricted stock granted by the incentive plan is restricted for 24 months from the date when the registration of the grant of restricted stock to the incentive object is completed to the date when the restricted stock can be lifted. The release period of restricted shares granted this time 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
From the first trading day after 24 months from the date of completion of grant registration to the date of grant registration
33% of the first release period
The last trading day within 36 months from the date of completion of registration
From the first trading day after 36 months from the date of completion of grant registration to the date of grant registration
33% in the second period of lifting restrictions
The last trading day within 48 months from the date of completion of registration
From the first trading day after 48 months from the date of completion of grant registration to the date of grant registration
34% in the third lifting period
On the last trading day within 60 months from the date of completion of registration
3、 Conditions for lifting the restrictions on the sale of restricted shares
After the expiration of the restriction period, the restricted shares granted by the incentive object can be lifted only when the following conditions are met:
(I) the company is not under any of the following circumstances:
1. Failing to employ an accounting firm to conduct audit in accordance with the prescribed procedures and requirements in the latest fiscal year;
2. The state-owned assets supervision and administration institution, the board of supervisors or the audit department raise major objections to the company's performance or annual financial report;
3. Major violations are punished by the securities regulatory authority and other relevant departments; 4. Audit report in which the annual financial accounting report or internal control evaluation report is issued with negative opinions or unable to express opinions by certified public accountants;
5. Failure to distribute profits in accordance with laws and regulations, the articles of association and public commitments within the last 36 months after listing;
6. Equity incentive is prohibited by laws and regulations;
7. Other circumstances recognized by the CSRC.
(II) the incentive object does not have any of the following situations:
1. The economic responsibility audit and other results show that they fail to perform their duties effectively or seriously neglect or derelict their duties;
2. Violating the relevant laws and regulations of the state and the articles of association of the listed company;
3. During his term of office, he has taken bribes and demanded bribes, embezzled and stole, leaked the commercial and technical secrets of the listed company, carried out related party transactions, damaged the interests and reputation of the company and had a significant negative impact on the company's image, and has been punished;
He has serious adverse consequences;
5. Being identified as an inappropriate candidate by the stock exchange within the last 12 months;
6. Being identified as an inappropriate candidate by the CSRC and its dispatched offices within the last 12 months;
7. 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;
8. Those who are not allowed to serve as directors or senior managers of the company as stipulated in the company law; 9. Those who are not allowed to participate in the equity incentive of listed companies according to laws and regulations;
10. Other circumstances recognized by the CSRC.
(III) company level performance assessment requirements
The restricted shares granted under the plan shall be subject to annual performance evaluation and the restriction shall be lifted, so as to meet the performance evaluation objectives as the conditions for the lifting of the restriction.
The performance evaluation objectives of the restricted shares granted under the plan during the period of lifting the restriction are as follows:
Performance assessment objectives during the lifting of sales restrictions
The return on net assets in 2022 shall not be less than 3.45%, and not less than 75% of the benchmark enterprise
The first quantile value or the average performance level of the same industry; Based on the performance in 2020, 2022
The compound annual net profit growth rate during the period of lifting the restrictions on sales shall not be less than 9.5%, and shall not be less than 75 points of the benchmarking enterprise
Bit value or average performance level of the same industry; △ EVA in 2022 is greater than o;
The return on net assets in 2023 shall not be less than 3.70% and not less than 75% of the benchmark enterprise
The second quantile value or the average performance level of the same industry; Based on the performance in 2020, 2023
The compound growth rate of annual net profit in the period of lifting the restrictions on sales shall not be less than 10%, and shall not be lower than the 75th percentile of the benchmarking enterprise
Value or average performance level of the same industry; △ EVA in 2023 is greater than o;
The return on net assets in 2024 shall not be lower than 4.05% and 75% of the benchmark enterprise
The third quantile or the average performance level of the same industry; Based on the performance in 2020, 2024
The compound annual net profit growth rate during the period of lifting the restrictions on sales shall not be less than 10.5%, and shall not be less than 75 points of the benchmarking enterprise
Bit value or average performance level of the same industry; In 2024 △ EVA is greater than o.
Note: net profit refers to the net profit attributable to the shareholders of the listed company after deducting non recurring profits and losses. Return on net assets refers to the weighted average return on net assets attributable to shareholders of listed companies after deducting non recurring profits and losses. When calculating these two indicators, the new net asset value due to non-public offering of shares or debt to equity swap during the implementation of the incentive plan is excluded. If the company issues shares to acquire assets during the implementation of the incentive plan, the impact of the acquired assets shall be excluded from the calculation of the above indicators. The industry is Shenwan industry classification standard "national defense military industry aviation equipment" industry. The average performance level of the same industry under the net profit compound growth rate index is the compound growth rate of the sum of the net profits of all listed companies in the industry in each assessment year relative to the benchmark year.
(IV) individual level assessment of incentive objects
The restricted shares of the current period can be released only if the performance appraisal of the corresponding appraisal year meets the conditions. The individual performance appraisal coefficient and the release proportion are determined according to the individual performance appraisal results of the accounting year corresponding to the performance appraisal at the company level, which is specifically subject to the agreement on the granting of restricted shares signed by the company and the incentive object.
See the following table for the relationship between individual annual performance appraisal results and the proportion of sales restrictions lifted:
Assessment grade A (excellent) B (good) C (normal) d (need improvement) e (poor)
Assessment score 95 ≤ x ≤ 100 90 ≤ x < 95 80 ≤ x < 90 70 ≤ x < 80 x < 70
Assessment coefficient 1.0 0.6 0
Only after passing the annual assessment can the incentive object have the qualification to lift the restrictions on the sale of restricted stocks in the current period. The actual amount of individual lifting the restrictions in the current period = individual performance assessment coefficient × The individual plans to lift the sales restriction limit in the current period.
4、 Explanation on the consistency between the restricted shares granted to the incentive object and the previous publicity
As the number of employees participating in the subscription of restricted shares was slightly adjusted compared with the initial planning, according to the authorization of the company's first extraordinary general meeting in 2022, the company held the 36th meeting of the Fifth Board of directors on January 11, 2022 to adjust the number of restricted shares to be granted in this incentive plan. The number of restricted shares to be granted was adjusted from 9.46 million shares to 9.1615 million shares, A total of 272 incentive objects were awarded.
After the grant date was determined, in the process of fund payment and grant registration, since 20 incentive objects gave up subscribing for all or part of the restricted shares granted to them by the company for personal reasons, the number of incentive objects granted by the company was 271, and the number of restricted shares granted was adjusted from 9161500 to 8682056.
In addition to the above matters, there is no difference between the application for registration of this grant and the approval of the first extraordinary general meeting of shareholders in 2022.
5、 Capital verification of restricted stock subscription funds
Grant Thornton Certified Public Accountants (special general partnership) issued the Aerospace Ch Uav Co.Ltd(002389) capital verification report (Grant Thornton inspection Zi (2022) No. 110c000051) on February 17, 2022, and verified the newly increased registered capital and paid in capital of the company as of February 8, 2022. As of February 8, 2022, the company has received a subscription of 110981634.74 yuan from 271 shareholders (after deducting the issuance fee of 148682.06 yuan), and subscribed 8682056 shares of the company at 12.80 yuan / share, including 8682056.00 yuan of share capital and 102299578.74 yuan of capital reserve. The registered capital after the change is RMB 996985000.00, and the accumulated paid in capital (share capital) is RMB 996985000.00.
6、 Registration of restricted shares
The restricted shares granted by this incentive plan have been issued in February 2022
