Securities code: Naura Technology Group Co.Ltd(002371) securities abbreviation: Naura Technology Group Co.Ltd(002371) Announcement No.: 2022011 Naura Technology Group Co.Ltd(002371)
About 2019 stock option and restricted stock incentive plan
The first suggestive announcement on the release of restricted shares during the release period. The company and all members of the board of directors guarantee that the content of information disclosure is true, accurate and complete, and there are no false records, misleading statements or major omissions.
Important content tips:
1. The listing and circulation date of the restricted shares this time: Monday, March 7, 2022.
2. In the first period of lifting the restrictions on the sale of restricted shares, 85 incentive objects meet the conditions for lifting the restrictions on the sale of restricted shares, and the number of shares that can be lifted is 1766000 shares, accounting for 0.34% of the current total share capital of 525817282 shares of the company. 3. Naura Technology Group Co.Ltd(002371) (hereinafter referred to as “the company”) the 17th meeting of the 7th board of directors and the 13th meeting of the 7th board of supervisors deliberated and approved the proposal on the exercise conditions of the first exercise period and the achievement of lifting the restrictions in the first release period of 2019 stock option and restricted stock incentive plan on February 22, 2022, Naura Technology Group Co.Ltd(002371) 2019 stock option and restricted stock incentive plan (hereinafter referred to as “2019 stock option and restricted stock incentive plan” or “incentive plan”) has achieved the conditions for lifting the restrictions in the first lifting period. According to the authorization of the company’s first extraordinary general meeting in 2020, it is agreed that the board of directors shall handle the procedures for lifting the restricted listing and circulation for eligible incentive objects. The relevant matters are hereby announced as follows:
1、 Brief description of equity incentive plan, decision-making procedures and approval
(I) brief description of equity incentive plan
1. Restricted stock grant date: February 21, 2020
2. Number of restricted stock grants: 4.5 million shares
3. Grant price of restricted shares: 34.60 yuan / share
4. Stock source: the company’s RMB A-share common stock issued by the company to the incentive object. 5. The arrangements for the release of restricted shares granted are shown in the table below:
Number of sales restrictions lifted the proportion of the time of lifting the restrictions in the number of authorized benefits
On the grant date, after the grant conditions of the incentive plan are met, the board of directors shall be convened to review the incentive objects in accordance with the regulations-
Grant of restricted shares
The sales restriction period is from the grant date of this incentive plan to the last month within 24 months from the grant date-
Ending on the trading day of grant
The first period for lifting the restrictions on sales is 40% from the first trading day after 24 months from the date of grant to 36 months from the date of grant
Ending on the last trading day of the system
The second release period of the shares is 30% from the first trading day after 36 months from the grant date to 48 months from the grant date
Ending on the last trading day of
The third release period is 30% from the first trading day after 48 months from the grant date to 60 months from the grant date
Ending on the last trading day of
6. Others: from the grant date of the incentive plan to the registration date, due to the resignation of one incentive object, the number of restricted stock grants was adjusted from 4.5 million shares to 4.47 million shares, and the number of incentive objects was adjusted from 88 to 87.
(II) decision making procedures and approval of equity incentive plan
1. On November 12, 2019, the 26th meeting of the 6th board of directors of the company deliberated and approved the proposal on Naura Technology Group Co.Ltd(002371) 2019 stock option and restricted stock incentive plan (Draft) and its summary, and the proposal on Naura Technology Group Co.Ltd(002371) 2019 stock option and restricted stock incentive plan implementation assessment management measures, See details disclosed on cninfo.com.cn on November 13, 2019 Announcement on resolutions of the 26th meeting of the 6th board of directors and relevant disclosure documents.
2. On December 23, 2019, the company received the reply on the implementation of phase II equity incentive plan by Naura Technology Group Co.Ltd(002371) Technology Group Co., Ltd. (JGZ [2019] No. 154) from the state owned assets supervision and Administration Commission of Beijing Municipal People’s Government forwarded by the actual controller Beijing Electronics Holding Co., Ltd, The state owned assets supervision and Administration Commission of Beijing Municipal People’s government agrees in principle that the company will implement the 2019 equity incentive plan. See details disclosed on cninfo.com.cn on December 24, 2019 Announcement on the approval of the 2019 stock option and restricted stock incentive plan by the state owned assets supervision and Administration Commission of Beijing Municipal People’s government.
3. On January 10, 2020, the company announced the publicity of the list of incentive objects of the 2019 stock option and restricted stock incentive plan issued by the board of supervisors. The board of supervisors did not receive any objection to the proposed incentive objects during the publicity period from December 27, 2019 to January 6, 2020. For details, please refer to www.cn.info.com.cn Opinions of the board of supervisors on the review and publicity of the list of incentive objects of the company’s 2019 stock option and restricted stock incentive plan. 4. On January 13, 2020, the first extraordinary general meeting of the company in 2020 deliberated and approved the proposal on the proposal and its abstract, the proposal on the measures for the administration of the implementation and assessment of the stock option and restricted stock incentive plan in Naura Technology Group Co.Ltd(002371) 2019 and other relevant proposals. See the specific contents disclosed on cninfo.com.cn on January 14, 2020 for details Announcement on resolutions of the first extraordinary general meeting of shareholders in 2020.
5. On February 21, 2020, the company held the second meeting of the seventh board of directors and the second meeting of the seventh board of supervisors, deliberated and adopted the proposal on granting stock options and restricted shares to the incentive objects of the 2019 equity incentive plan. The independent directors of the company expressed independent opinions on the above matters and considered that the subject qualification of the incentive objects was legal and effective, The conditions for granting restricted shares have been fulfilled, and the determined grant date complies with relevant regulations. The board of supervisors verified the list of incentive objects, grant conditions and grant date, and expressed its consent. The law firm has issued corresponding legal opinions and believes that this grant has obtained the necessary approval and authorization, complies with the relevant provisions of laws and regulations, the conditions for grant have been met, and there is no case of non grant. The independent financial adviser issued relevant verification opinions and believed that the equity incentive plan had obtained the necessary approval and authorization, the grant conditions had been achieved, and the grant date, incentive objects and grant quantity were in line with the provisions of laws, regulations and normative documents. Details are disclosed on cninfo.com.cn on February 22, 2020 Announcement on resolutions of the second meeting of the seventh board of directors and relevant disclosure documents.
6. On March 13, 2020, the company disclosed the announcement on the completion of restricted stock grant registration of 2019 stock option and restricted stock incentive plan. After confirmation by Shenzhen Branch of China Securities Depository and Clearing Corporation, the company completed the share registration of restricted stock. From the grant date of incentive plan to the registration date, one incentive object resigned, The number of restricted shares granted was adjusted from 4.5 million to 4.47 million, the number of granted objects was adjusted from 88 to 87, and the listing date of restricted shares was March 19, 2020. Details are disclosed on cninfo.com.cn on March 13, 2020 The above announcement.
7. On April 21, 2021, the company held the 9th meeting of the 7th board of directors and the 7th Meeting of the 7th board of supervisors, deliberated and approved the proposal on adjusting the repurchase price of restricted shares involved in the 2019 stock option and restricted stock incentive plan and the proposal on repurchase and cancellation of some restricted shares in the 2019 stock option and restricted stock incentive plan, Due to the dividend distribution in 2019, the repurchase price of restricted shares granted by the company’s stock option and restricted stock incentive plan in 2019 was adjusted from 34.60 yuan / share to 34.537 yuan / share. At the same time, due to the resignation of one incentive object involved in the company’s stock option and restricted stock incentive plan in 2019, which has not met the conditions of incentive objects, the company will repurchase and cancel the 25000 restricted shares it holds that have been granted but have not been lifted. The repurchase price is 34.537 yuan / share, and the repurchase funds are the company’s own funds. The independent directors of the company issued independent opinions on the above matters, the board of supervisors of the company issued verification opinions, and the law firm issued legal opinions. Details are disclosed on cninfo.com.cn on April 22, 2021 The announcement on adjusting the repurchase price of restricted shares involved in the 2019 stock option and restricted stock incentive plan, the announcement on repurchase and cancellation of some restricted shares and other relevant disclosure documents.
8. On May 10, 2021, the company held the first extraordinary general meeting of shareholders in 2021, deliberated and approved the proposal on repurchase and cancellation of some restricted shares in 2019 stock option and restricted stock incentive plan. Details are disclosed on cninfo.com.cn on May 11, 2021 Announcement on the resolution of the first extraordinary general meeting of shareholders in 2021 and other relevant disclosure documents. As of July 2, 2021, the above restricted shares have been repurchased and cancelled in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd.
9. On October 28, 2021, the company held the 14th meeting of the 7th board of directors and the 11th meeting of the 7th board of supervisors, The proposal on adjusting the repurchase price of restricted stocks involved in the 2019 stock option and restricted stock incentive plan and the proposal on repurchasing and canceling some restricted stocks in the 2019 stock option and restricted stock incentive plan were deliberated and passed. Due to the dividend distribution in 2020, The repurchase price of restricted shares granted by the company’s stock option and restricted stock incentive plan in 2019 was adjusted from 34.537 yuan / share to 34.428 yuan / share. At the same time, due to the resignation of one incentive object involved in the company’s stock option and restricted stock incentive plan in 2019, he has not met the conditions of incentive objects. The company will repurchase and cancel 30000 restricted shares held by him, which have been granted but have not been lifted. The repurchase price is 34.428 yuan / share, and the repurchase funds are the company’s own funds. The independent directors of the company issued independent opinions on the above matters, the board of supervisors of the company issued verification opinions, and the law firm issued legal opinions. See details disclosed on cninfo.com.cn on October 29, 2021 The announcement on adjusting the repurchase price of restricted shares involved in the 2019 stock option and restricted stock incentive plan, the announcement on repurchase and cancellation of some restricted shares and other relevant disclosure documents.
10. On November 15, 2021, the company held the second extraordinary general meeting of shareholders in 2021, deliberated and approved the proposal on repurchase and cancellation of some restricted shares in 2019 stock option and restricted stock incentive plan. See details disclosed on cninfo.com.cn on November 16, 2021 Announcement on the resolution of the second extraordinary general meeting of shareholders in 2021 and other relevant disclosure documents. As of January 25, 2022, the above restricted shares have gone through the procedures of repurchase and cancellation in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd.
11. On February 22, 2022, the 17th meeting of the seventh board of directors and the 13th meeting of the seventh board of supervisors of the company deliberated and adopted the proposal on the completion of the conditions for the exercise of stock options and restricted stock incentive plan in the first exercise period and the conditions for the release of restrictions in the first release period in 2019. In accordance with the measures for the administration of equity incentive of listed companies, the company’s 2019 stock option and restricted stock incentive plan (Draft) and the measures for the administration of the implementation and assessment of 2019 stock option and restricted stock incentive plan, authorized by the company’s first interim general meeting in 2020, Agree with the board of directors to decide and handle all matters necessary for the incentive object to lift the sales restriction. In combination with the company’s performance achieved in 2020 and the individual performance evaluation results of each incentive object in 2020, the board of Directors believes that the conditions for lifting the restrictions in the first lifting period of the company’s stock option and restricted stock incentive plan in 2019 have been met, and agrees to handle 1766000 shares for 85 incentive objects in the first lifting period
