Securities code: 300432 securities abbreviation: Mianyang Fulin Precision Co.Ltd(300432) Announcement No.: 2021-138 Mianyang Fulin Precision Co.Ltd(300432)
Announcement on granting reserved restricted shares to incentive objects
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 material omissions.
Important content tips:
Vesting date of reserved restricted shares: December 14, 2021
Number of reserved restricted shares granted: 1 million class II restricted shares
Reserved grant price of restricted shares: 16.17 yuan / share
The reserved restricted stock grant conditions of the Mianyang Fulin Precision Co.Ltd(300432) 2021 restricted stock incentive plan (hereinafter referred to as the “incentive plan” or the “incentive plan”) have been fulfilled. According to Mianyang Fulin Precision Co.Ltd(300432) (hereinafter referred to as the “company” or the “company”) ）Authorized by the third extraordinary general meeting of shareholders in 2021, the 19th meeting of the Fourth Board of directors and the 14th meeting of the Fourth Board of supervisors held by the company on December 14, 2021 deliberated and adopted the proposal on granting reserved restricted shares to incentive objects, and determined December 14, 2021 as the date of granting reserved shares, Grant 1 million class II restricted shares to 43 incentive objects meeting the grant conditions at the grant price of 16.17 yuan / share. The relevant matters are described as follows:
1、 Brief description of restricted stock incentive plan in 2021
On May 31, 2021, the company held the third extraordinary general meeting of shareholders in 2021 and deliberated and adopted the
<2021年限制性股票激励计划（草案修订稿）>
And its summary.
The incentive form adopted in this incentive plan is restricted stock (class I restricted shares and class II restricted shares). The stock source is the company’s RMB A-share common shares issued by the company to the incentive objects. The number of restricted shares to be granted to the incentive objects in the incentive plan is 15 million shares, accounting for 2.03% of the company’s total share capital of 739032248 shares on the announcement date of the draft incentive plan. Among them, restricted shares are granted for the first time The total number of votes is 14 million shares, accounting for 93.33% of the total number of restricted shares to be granted in the incentive plan and about 1.89% of the total share capital of the company on the announcement date of the draft incentive plan; 1 million shares are reserved, accounting for 6.67% of the total number of restricted shares to be granted in the incentive plan, accounting for about 0.14% of the total share capital of the company on the announcement date of the draft incentive plan.
The incentive plan intends to grant 4.35 million class I restricted shares, and class I restricted shares are granted at one time without reserved rights and interests. It is proposed to grant 10.65 million class II restricted shares, including 9.65 million class II restricted shares granted for the first time and 1 million class II restricted shares reserved.
2、 Relevant approval procedures performed
1. On April 26, 2021, the company held the 8th meeting of the 4th board of directors and the 4th meeting of the 4th board of supervisors respectively, and deliberated and adopted the
<公司 2021 年限制性股票激励计划（草案）>
And its summary
<公司 2021 年限制性股票激励计划实施考核管理办法>
The proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s equity incentive, the board of supervisors of the company issued verification opinions on the list of incentive objects, and the independent directors expressed their independent opinions on matters related to the equity incentive plan.
2. On May 10, 2021, the company held the 9th meeting of the 4th board of directors and the 5th meeting of the 4th board of supervisors respectively, and deliberated and adopted the
<2021 年限制性股票激励计划（草案修订稿）>
And its abstract. The independent directors of the company have expressed their independent opinions on the incentive plan (Revised Draft) and other matters.
3. From May 12, 2021 to May 21, 2021, the company publicized the list of incentive objects of equity incentive plan within the company. During the publicity period, the board of supervisors of the company did not receive any objection to the list of proposed incentive objects, and disclosed the statement on the review and publicity of the list of incentive objects first granted by the restricted stock incentive plan in 2021 (Announcement No.: 2021-057) on May 27, 2021.
4. On May 31, 2021, the company held the third extraordinary general meeting of shareholders in 2021 and deliberated and adopted the
<公司 2021 年限制性股票激励计划（草案修订稿）>
And its summary
<公司 2021 年限制性股票激励计划实施考核管理办法（修订稿）>
Proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s equity incentive plan, and the company’s restricted stock incentive plan in 2021 was approved; On the same day, it also disclosed the self inspection report on the trading of company shares by insiders and incentive objects of the restricted stock incentive plan in 2021 (Announcement No.: 2021-059).
5. On June 9, 2021, the company held the 10th meeting of the 4th board of directors and the 7th Meeting of the 4th board of supervisors respectively, deliberated and adopted the proposal on adjusting the list and number of incentive objects granted for the first time in the 2021 restricted stock incentive plan and the proposal on granting restricted stocks to incentive objects for the first time. The independent directors of the company have expressed their independent opinions on the above matters and believe that the grant conditions have been met, the subject qualification of the incentive object is legal and effective, and the determined grant date meets the relevant provisions. The board of supervisors verified the list of incentive objects on the grant date, issued verification opinions, and agreed with the list of incentive objects granted for the first time in the company’s incentive plan.
6. On December 14, 2021, the company held the 19th meeting of the 4th board of directors and the 14th meeting of the 4th board of supervisors respectively, deliberated and adopted the proposal on granting reserved restricted shares to incentive objects. The independent directors of the company expressed their independent opinions on the above matters and believed that the conditions for granting reserved restricted shares had been met, The subject qualification of the incentive object granted in the reserved part is legal and effective, and the determined grant date meets the relevant provisions. The board of supervisors verified the list of incentive objects reserved for the grant date of some restricted shares, issued verification opinions, and agreed that the company should reserve the list of incentive objects for the grant of some restricted shares. 3、 Notes of the board of directors on reserving some restricted shares meeting the grant conditions
Relevant explanations of the board of directors on whether the conditions for the grant are met. According to the provisions on the conditions for the grant of restricted shares in the incentive plan, the restricted shares granted to the incentive object shall meet the following conditions at the same time:
(1) The company is not under any of the following circumstances:
① An audit report with a negative opinion or unable to express an opinion on the financial and accounting report of the most recent fiscal year 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, the 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 inappropriate by the stock exchange within the last 12 months;
② It has been identified as an inappropriate candidate by the CSRC and its dispatched offices within the last 12 months;
③ Being administratively punished by the CSRC and its dispatched offices or taking market entry prohibition measures for major violations of laws and regulations within 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 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 objects granted in the reserved part have any of the above circumstances, and there are no other circumstances that cannot be granted or become incentive objects. The conditions for granting the reserved part of the incentive plan have been met. It is agreed to grant 1 million class II restricted shares to 43 incentive objects meeting the grant conditions at the grant price of 16.17 yuan / share on December 14, 2021.
4、 The difference between the reserved grant and the equity incentive plan approved by the general meeting of shareholders
The content of the incentive plan granted in the reserved part is consistent with the incentive plan approved by the third extraordinary general meeting of shareholders in 2021.
5、 Specific conditions of reserved part grant
(i) Scope and distribution of incentive objects granted by reserved part
1. Grant date of reserved part: December 14, 2021.
2. Number of granted shares: 1 million shares, accounting for 0.13% of the current total share capital of 743382248 shares. 3. Number of persons granted: 43.
4. Grant price: 16.17 yuan / share.
The pricing method for the grant price of reserved restricted shares is determined as 16.17 yuan / share with reference to the first grant pricing principle.
(1) 50% of the average trading price of the company’s shares one trading day before the announcement of the decision of the board of directors to grant part of the class II restricted shares is 16.17 yuan / share;
(2) 50% of the average trading price of the company’s shares 20 trading days before the announcement of the decision of the board of directors to grant part of the class II restricted shares is 17.70 yuan / share;
(3) 50% of the average trading price of the company’s shares 60 trading days before the announcement of the decision of the board of directors to grant part of the class II restricted shares is 20.94 yuan / share;
(4) 50% of the average trading price of the company’s shares 120 trading days before the announcement of the decision of the board of directors to grant part of the class II restricted shares is 16.79 yuan / share.
5. Stock source: the company issues A-share common stock to the incentive object.
6. List of incentive objects and Awards
Proportion of class II granted shares to granted shares to number of pre Name Nationality and post restricted shares reserved for grant amount of reserved grant announcement day (10000 shares) proportion of total share capital
Core backbone personnel (43 persons) 100.00100.00% 0.13%
The total number of restricted shares granted in this reserved part is 100.00100 00%0.13%
7. After the implementation of the incentive plan, the distribution of restricted shares of the company will not meet the requirements of listing conditions.
（2） Ownership arrangement and lock up period of restricted stock incentive plan
1. Attribution arrangement
The class II restricted shares reserved for partial grant in the incentive plan shall be vested in three phases after 12 months from the first grant date, with the proportion of 30%, 30% and 40% respectively. The class II restricted shares reserved shall be vested in three phases after 12 months from the reserved grant date, with the proportion of 30%, 30% and 40% respectively. 2. Lock up period
The prohibition on the sale of the company’s shares granted to the incentive objects through the incentive plan shall be implemented in accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”) and other relevant laws, administrative regulations, normative documents and the articles of association. The specific contents are as follows:
(1) If the incentive objects are directors and senior managers of the company, the shares they transfer each year during their tenure shall not exceed 25% of the total shares of the company they hold. They shall not transfer the shares of the company they hold within six months after their resignation.
(2) If the incentive objects are directors and senior managers of the company and their spouses, parents and children, they sell the company’s shares held by them within 6 months after buying, or buy them again within 6 months after selling, the resulting income belongs to the company, and the board of directors of the company will recover the income.
(3) During the validity period of the plan, if there are changes in the relevant laws, regulations, normative documents such as the company law, the securities law and the articles of association on the transfer of shares held by the company’s directors and senior managers, the transfer of shares held by these incentive objects shall comply with the revised company law and the securities law at the time of transfer And other relevant laws, regulations, normative documents and the articles of association. （3） Vesting conditions of restricted shares
1. Performance assessment requirements at the company level
The incentive plan will assess the company’s performance indicators by year in the fiscal year from 2021 to 2023. The performance assessment objectives are shown in the table below:
Ownership arrangement performance assessment objectives
In the first vesting period, the operating revenue in 2021 shall not be less than 2.6 billion yuan, and the net profit growth rate shall not be less than 20% compared with 2020.
The second vesting period reserved for grant is 2022
