Securities code: Ningbo Sanxing Medical Electric Co.Ltd(601567) securities abbreviation: Ningbo Sanxing Medical Electric Co.Ltd(601567) Announcement No.: pro 2022023
Ningbo Sanxing Medical Electric Co.Ltd(601567)
On the incentive objects of the fifth restricted stock incentive plan of the company
Announcement of the first grant of restricted shares
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Important content tips:
● the first grant date of this restricted stock: March 2, 2022
● number of restricted shares granted for the first time: 7.622 million shares
● the first grant price of restricted shares: 7.56 yuan / share
In accordance with the provisions of Ningbo Sanxing Medical Electric Co.Ltd(601567) (hereinafter referred to as “the company”) Ningbo Sanxing Medical Electric Co.Ltd(601567) the fifth restricted stock incentive plan (Draft) (hereinafter referred to as “the incentive plan” and the incentive plan) and the authorization of the first extraordinary general meeting of shareholders in 2022, the company held the 22nd Meeting of the Fifth Board of directors on March 2, 2022, The proposal on granting restricted shares to the incentive objects of the company’s fifth restricted stock incentive plan for the first time was reviewed and passed. The board of directors considered that the first grant conditions stipulated in the fifth phase of the company’s restricted stock incentive plan had been met, and agreed to determine March 2, 2022 as the first grant date to grant 7.622 million restricted shares to 159 eligible incentive objects for the first time, with the grant price of 7.56 yuan / share. The relevant matters are explained as follows:
1、 First grant of restricted shares
(I) relevant approval procedures and information disclosure performed
1. On January 24, 2022, the company held the 20th meeting of the Fifth Board of directors, deliberated and adopted the proposal on the fifth phase of restricted stock incentive plan (Draft) and its summary, the proposal on the implementation and assessment management measures of the fifth phase of restricted stock incentive plan The proposal on the incentive plan of independent shareholders and the proposal on the withdrawal of related matters of the company’s independent shareholders’ meeting in 2022 have been submitted to the fifth session of the board of directors for deliberation.
2. On January 24, 2022, the company held the 15th meeting of the 5th board of supervisors, deliberated and approved the proposal on the fifth restricted stock incentive plan (Draft) and its summary, and the proposal on the measures for the implementation and assessment of the fifth restricted stock incentive plan. The board of supervisors issued verification opinions on the relevant matters of the incentive plan. 3. From January 25, 2022 to February 10, 2022, the company publicized the list of incentive objects of the incentive plan internally. During the publicity period, the board of supervisors of the company did not receive any objection to the list of proposed incentive objects of the incentive plan. On February 12, 2022, the board of supervisors of the company disclosed the verification opinions and publicity statement of the board of supervisors on the list of incentive objects of the fifth restricted stock incentive plan.
4. On February 17, 2022, the first interim general meeting of shareholders on the incentive plan of the company was held and adopted Proposal on the measures for the implementation and assessment of the fifth restricted stock incentive plan and proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to the fifth restricted stock incentive plan of the company.
5. On February 18, 2022, the company disclosed the self inspection report on insider trading of the company’s shares by insiders of the fifth restricted stock incentive plan.
6. On March 2, 2022, the company held the 22nd Meeting of the 5th board of directors and the 17th meeting of the 5th board of supervisors, deliberated and adopted the proposal on adjusting the list and number of incentive objects of the 5th restricted stock incentive plan and the proposal on granting restricted shares to the incentive objects of the 5th term stock incentive plan for the first time, The related directors have avoided voting when considering relevant matters, the independent directors of the company have expressed independent opinions on relevant matters, and the board of supervisors of the company has verified and expressed opinions on relevant matters. It is agreed to grant 7.622 million restricted shares to 159 eligible incentive objects for the first time on March 2, 2022. (II) differences between the incentive plan implemented this time and the equity incentive plan approved by the general meeting of shareholders
Since 11 incentive objects voluntarily give up the restricted shares to be granted to them by the company for personal reasons, the company held the 22nd Meeting of the Fifth Board of directors in accordance with the relevant provisions of the incentive plan and the authorization of the first extraordinary general meeting of shareholders in 2022, The proposal on adjusting the list of incentive objects and the number of awards of the fifth restricted stock incentive plan was reviewed and approved, and the list of incentive objects and the number of awards granted for the first time in the incentive plan were adjusted. After adjustment, the incentive objects granted for the first time in the incentive plan are adjusted from 170 to 159; The total number of restricted shares to be granted in the incentive plan is adjusted from 9.9 million shares to 9.522 million shares, of which the number of restricted shares to be granted for the first time is adjusted from 8 million shares to 7.622 million shares, the number of reserved restricted shares remains unchanged at 1.9 million shares, and the proportion of the reserved shares after adjustment is 19.95% of the total number of restricted shares to be granted in the incentive plan.
In addition to the above adjustments, other contents of the incentive plan implemented this time are consistent with the relevant contents of the incentive plan deliberated and approved by the company’s first extraordinary general meeting of shareholders in 2022.
(III) statement of the board of directors on meeting the grant conditions
According to the measures for the administration of equity incentive of listed companies (hereinafter referred to as the “measures”) and the relevant provisions of the company’s incentive plan on the “conditions for granting restricted shares”, the conditions for the incentive object to be granted restricted shares are as follows:
1. The company is not under any of the following circumstances:
(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 latest 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.
2. The incentive object does not have any of the following situations:
(1) Being identified as an inappropriate candidate by the stock exchange within 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;
(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 of the company has determined that neither the company nor the incentive object has any of the above circumstances, and there are no other circumstances that cannot be granted or become the incentive object. To sum up, the first grant conditions specified in the incentive plan have been met, and it is agreed to grant 7.622 million restricted shares to 159 eligible incentive objects for the first time. (IV) details of the first grant of restricted shares in phase V
1. Grant date: March 2, 2022
2. Number of shares granted: 7.622 million shares
3. Number of persons granted: 159 in total, including some directors, senior managers, managers, core backbone personnel and other personnel deemed necessary by the board of directors of the company and its subsidiaries involved in smart power distribution and consumption related business.
4. Grant price: 7.56 yuan / share.
5. Stock source: the company issues RMB common shares (A shares) to incentive objects
6. The validity period of the incentive plan, the sales restriction period and the arrangement for lifting the sales restriction:
(1) Validity period of this incentive plan
The maximum period of validity of the incentive plan shall not exceed 48 months, from the date of registration of the first grant to the date when all restricted shares are lifted (or repurchased and cancelled).
(2) The restriction period and lifting arrangement of the incentive plan
Restricted shares will be locked immediately after being granted. The restricted shares granted for the first time shall be lifted in three batches according to the established proportion, and the sales restriction period of each batch shall be 12 months, 24 months and 36 months respectively from the date of completion of the registration of the first batch of grants; The restricted shares of the reserved part shall be lifted evenly in two batches, and the restriction period shall be 24 months and 36 months respectively from the date of completion of the first grant registration.
During the restricted sale period, the restricted shares granted to the incentive object under the incentive plan are locked and cannot be transferred. The restricted shares granted to the incentive object do not have the right to transfer or be used to guarantee or repay debts during the restricted sale period.
The release period of restricted shares granted by the company for the first 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
The time limit for the first lifting shall be from the first trading day to the first trading day after the expiration of 12 months from the date of registration of the first grant
40% on the last trading day within 24 months from the date of grant registration
The time limit for the second lifting shall be from the first trading day to the first trading day after the expiration of 24 months from the date of registration of the first grant
30% on the last trading day within 36 months from the date of grant registration
The time limit for the third lifting shall be from the first trading day to the first trading day after the expiration of 36 months from the date of registration of the first grant
30% on the last trading day within 48 months from the date of grant registration
The arrangement of the release period of reserved restricted shares is as follows:
Lifting of restrictions on sales arrangement lifting of restrictions on sales time lifting of restrictions on sales proportion
The time limit for the first lifting shall be from the first trading day to the first trading day after the expiration of 24 months from the date of registration of the first grant
50% on the last trading day within 36 months from the date of grant registration
The time limit for the second lifting shall be from the first trading day to the first trading day after the expiration of 36 months from the date of registration of the first grant
50% on the last trading day within 48 months from the date of grant registration
The time and conditions for the first lifting of the restrictions on the sale of the above reserved restricted shares are consistent with the time and conditions for the second lifting of the restrictions on the sale of the first granted restricted shares, and the restrictions on the sale shall be lifted by 50% of the number of reserved restricted shares; The time and conditions for the second release of restrictions on the sale of some reserved restricted shares are consistent with those for the third release of restrictions on the sale of restricted shares granted for the first time, and the restrictions on the sale shall be lifted by 50% of the number of reserved restricted shares.
(3) Conditions for lifting the restrictions on the sale of restricted shares
When the restricted shares granted to the incentive object are lifted, in addition to meeting the relevant conditions of the grant conditions, the following conditions must be met at the same time:
1) Company level performance assessment requirements:
In the incentive plan, the performance indicators of the company will be assessed annually in the three fiscal years from 2022 to 2024, and the achievement of the performance assessment goal will be one of the conditions for the lifting of restrictions on the sale of restricted shares in the current period.
The arrangements for the release of restricted shares granted by the incentive plan, performance assessment objectives and the proportion of the release of restricted shares are as follows:
Assess the non net profit of intelligent power distribution deduction
Lifting the sales restriction period
Annual target value (AM) trigger value (an)
First, based on the deduction of non net profit of intelligent power distribution in 2020 and the target value of 591 million yuan in that year as the secondary solution of 454 million yuan, the completion rate of intelligent power distribution in 2022 is not less than 80%, and the deduction of non net profit in 2022 is not less than 30%, that is, the deduction limit year of intelligent power distribution in 2022
The non net profit of smart power distribution deduction in 2022 is not low, and the non net profit is not less than 473 million yuan, compared with 591 million yuan for the first time
The non net profit of smart power distribution deduction in 2020 is the second with the target value of 772 million yuan in that year
Taking the limit of RMB 454 million as the benchmark, the completion rate of intelligent power distribution in 2023 is no less than 80%, and the second solution is 2023
The growth of non net profit deducted from sexual shares shall not be less than 70%, that is, the deduction limit of intelligent power distribution in 2023
In 2023, the non net profit of smart power distribution deduction is not low, and the non net profit is not less than 618 million yuan
At 772 million yuan
Third, based on the deduction of non net profit of intelligent power distribution in 2020, the target value of 1 billion yuan in the current year is 202454 million yuan, and the completion rate of intelligent power distribution in 2024 is not lower than that of the current year
In addition to the deduction limit, the growth of non net profit shall not be less than 120%, i.e. 80%, i.e. intelligent allocation in 2024
The non net profit of smart distribution electricity deduction in 2024 is not low, and the non net profit of electricity deduction is not less than
