Securities code: 002690 securities abbreviation: Hefei Meiya Optoelectronic Technology Inc(002690) Announcement No.: 2021-046 Hefei Meiya Optoelectronic Technology Inc(002690)
With regard to the announcement on the completion of the registration of the first grant of the restricted stock incentive plan in 2021, the company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, and there are no false records, misleading statements or major omissions.
According to the measures for the administration of equity incentive of listed companies issued by the CSRC and the relevant rules of Shenzhen Stock Exchange and Shenzhen Branch of China Securities Depository and Clearing Corporation Limited, Hefei Meiya Optoelectronic Technology Inc(002690) (hereinafter referred to as the “company”) has completed the first grant registration of the restricted stock incentive plan in 2021. The specific information is announced as follows:
1、 Relevant approval procedures for the incentive plan have been performed
(i) On October 31, 2021, the ninth meeting of the Fourth Board of directors of the company deliberated and adopted《
<2021年限制性股票激励计划（草案）>
And its summary《
<2021 年限制性股票激励计划实施考核管理办法>
Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s restricted stock incentive plan in 2021, which was deliberated and adopted at the eighth meeting of the Fourth Board of supervisors of the company. The independent directors of the company expressed independent opinions on whether the equity incentive plan is conducive to the sustainable development of the company and whether there is any situation damaging the interests of the company and all shareholders.
（2） From November 1, 2021 to November 10, 2021, the company publicized the names and positions of the incentive objects granted by the incentive plan for the first time on the company’s intranet. As of the expiration of the publicity period, the company’s board of supervisors has not received any objection or adverse feedback from anyone on the proposed incentive objects. On November 12, 2021, the company’s board of supervisors issued Verification opinions and publicity statement of the board of supervisors on the list of incentive objects first granted by the company’s restricted stock incentive plan in 2021.
（3） On November 17, 2021, the first extraordinary general meeting of the company in 2021 deliberated and adopted《
<2021 年限制性股票激励计划（草案）>
And its summary《
<2021 年限制性股票激励计划实施考核管理办法>
Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the restricted stock incentive plan in 2021. The company’s implementation of the restricted stock incentive plan in 2021 was approved, and the board of directors was authorized to determine the grant date and provide incentives to the incentive objects when they meet the conditions
The object grants restricted shares and handles all matters necessary for the grant. On November 18, 2021, the board of directors of the company disclosed the announcement on the resolution of the first extraordinary general meeting of shareholders in 2021 and the self inspection report on the trading of the company’s shares by insiders and incentive objects of the restricted stock incentive plan in 2021. （4） On November 23, 2021, the tenth meeting of the Fourth Board of directors of the company deliberated and adopted《
<2021 年限制性股票激励计划（草案修订稿）>
And its summary《
<2021 年限制性 股票激励计划实施考核管理办法（修订稿）>
Relevant proposals were considered and adopted at the 9th meeting of the 4th board of supervisors of the company. The independent directors of the company expressed independent opinions on whether the equity incentive plan is conducive to the sustainable development of the company and whether there is any situation damaging the interests of the company and all shareholders.
（5） On December 9, 2021, the second extraordinary general meeting of the company in 2021 deliberated and adopted《
<2021 年限制性股票激励计划（草案修订稿）>
And its summary《
<2021 年限制性股票激励计划实施考核管理办法（修订稿）>
The motion of the. On December 10, 2021, the board of directors of the company disclosed the announcement on the resolution of the second extraordinary general meeting of shareholders in 2021.
（6） On December 9, 2021, the 11th meeting of the 4th board of directors and the 10th meeting of the 4th board of supervisors deliberated and adopted the proposal on granting restricted shares to incentive objects for the first time. The board of supervisors of the company verified the list of incentive objects granted for the first time and expressed their consent, and independent directors expressed their independent opinions.
2、 Details of the first grant of restricted shares
(i) Grant date: December 9, 2021
（2） Number of shares granted: 2268000 shares
（3） Stock source: the company issues A-share common stock to the incentive object.
（4） Number of persons granted: 243
（5） Grant price: 20.38 yuan / share
（6） The distribution of restricted shares granted for the first time in the incentive plan among incentive objects is shown in the table below:
Proportion of restricted shares granted to the total number of serial number, name and job tickets (10000 shares) of restricted shares granted for the first time to the total share capital on the date of announcement of the plan
1 Shen Haibin, vice chairman and general manager 5.602 47%0.0083%
2 Qi Zhiwei, deputy general manager 3.001 32%0.0044%
3 Xi Zhengshan, deputy general manager 3.001 32%0.0044%
4 Wu Ming, deputy general manager 3.001 32%0.0044%
5 Zhang Jianjun, deputy general manager 3.001 32%0.0044%
6 Guo tingchao, deputy general manager 3.001 32%0.0044%
Zhang Hao, deputy general manager and chief financial officer
7.3.001 32%0.0044%
8 Hao Xianjin, director 2.501 10%0.0037%
Cheng Xiaohong, Secretary of the board of directors and manager
9 director 1.800 79%0.0027%
Core technical (business) backbone staff
(234 persons) 198.987.70% 0.29%
The total amount of the first grant is 226.8100 00%0.34%
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. 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.
2. The difference in mantissa between the sum of the above total and each detailed number is caused by rounding. （7） Restriction period and lifting of restriction arrangement
The sales restriction period of restricted shares granted for the first time in the incentive plan is 24 months and 36 months respectively from the date of completion of the grant of restricted shares granted for the first time. The restricted shares granted to the incentive object, the shares obtained due to the conversion of capital reserve into share capital, stock dividend and stock subdivision, shall be restricted at the same time, and shall not be sold in the secondary market or transferred in other ways. The release period of such shares is the same as that of restricted shares.
If the conditions for lifting the restrictions on sales in the current period are not fulfilled, the restricted shares shall not be lifted or deferred to the next period. After the expiration of the restriction, the company will handle the lifting of the restriction for the incentive objects who meet the conditions for lifting the restriction. The restricted shares held by the incentive objects who do not meet the conditions for lifting the restriction will be repurchased and cancelled by the company according to the repurchase principle stipulated in the incentive plan.
The release period of restricted shares granted for the first time in the incentive plan and the release schedule of each period are shown in the table below:
Release of restriction arrangement release of restriction time release of restriction proportion
24 months from the date of completion of the registration of the grant of the corresponding batch of restricted shares
50% from the first trading day after the first month of lifting the restrictions on sales to the completion of the registration of the granting of restricted shares
The last trading day within 36 months from the date of
36 months from the date of completion of the registration of the grant of the corresponding batch of restricted shares
50% from the first trading day after the second month of lifting the restrictions on sales to the completion of the registration of the granting of restricted shares
The last trading day within 48 months from the completion date
（8） Performance assessment requirements of the incentive plan
1. Company level performance assessment requirements
The appraisal year of the restricted shares granted for the first time is two fiscal years from 2022 to 2023, one for each fiscal year. The annual performance appraisal objectives of the restricted shares granted for the first time are shown in the table below:
Performance evaluation objective of lifting the sales restriction arrangement
The first release period of restricted shares granted for the first time is fixed as 2020, and the growth rate of operating revenue in 2022 will not be less than 40%
The second release period of restricted shares granted for the first time is fixed as 2020, and the growth rate of operating revenue in 2023 is not less than 60%
Note: the above “operating income” is calculated based on the data contained in the consolidated statements audited by the accounting firm hired by the company.
If the company fails to meet the above performance assessment objectives, the restricted shares that can be lifted in the corresponding assessment year of all incentive objects shall not be lifted, and shall be repurchased and cancelled by the company. The repurchase price is the grant price plus the deposit interest of the bank in the same period.
2. Performance appraisal requirements at individual level
The individual performance evaluation results of the incentive object shall be organized and implemented in accordance with the relevant provisions of the company’s current salary and evaluation system. The proportion (n) of lifting sales restrictions at the individual level corresponding to each assessment grade is as follows:
Evaluation criteria ABCD
Proportion of lifting sales restrictions at the individual level (n) 100% 50% 0
The sales restriction can be lifted only if the incentive object meets the above company level performance appraisal objectives and individual post performance appraisal standards in the previous year. The specific proportion of lifting the sales restriction shall be determined according to the individual performance appraisal results of the incentive object.
The actual amount of sales restriction lifted by the incentive object in the current year = the amount of sales restriction lifted by the individual in the current year × individual
Proportion of sales restrictions lifted at the human level (n).
The incentive object shall lift the sales restriction according to the actual amount of individual lifting the sales restriction in each assessment year
As a result, the restricted shares that fail to lift the restrictions on sales shall be repurchased and cancelled by the company.
If the company / company’s shares change due to the economic situation, market conditions and other factors, it is difficult to continue to implement the incentive plan to achieve the incentive purpose, after deliberation and confirmation by the board of directors and / or the general meeting of shareholders, it may decide to cancel or terminate the restriction on the sale of a batch / batches of restricted shares of the incentive plan that have not been lifted
Incentive plan.
3、 Differences between the granted rights and interests and the incentive plan adopted by the general meeting of shareholders
After the board of directors of the company determines the grant date of restricted shares, in the process of subsequent registration, Nine incentive objects voluntarily give up part or all of the restricted shares to be granted by the company for personal reasons, totaling 52000 shares (including 36000 shares for 5 employees and 16000 shares for 4 employees). Therefore, the number of incentive objects granted with restricted shares for the first time is adjusted from 248 to 243, and the number of restricted shares granted for the first time is adjusted from 2.32 million to 2.268 million.
In addition, the equity granted this time is consistent with the incentive plan approved by the second extraordinary general meeting of shareholders in 2021, and there is no other difference.
4、 Capital verification of subscription funds for restricted shares granted this time
Verified by Dahua certified public accountants, as of December 14, 2021, Hefei Meiya Optoelectronic Technology Inc(002690) the company has received 2268000.00 restricted shares subscribed by 243 incentive objects in monetary capital, totaling 46221840.00 yuan (in words: forty-six million two hundred and twenty-one thousand eight hundred and forty yuan only), of which 2268000.00 yuan (in words: two million two hundred and sixty-eight thousand yuan) is included in “capital reserve – capital stock premium” RMB 43953840.00.
5、 Listing date of restricted shares granted this time
The first grant date of this equity incentive plan is December 9, 2021, and the restricted shares granted this time
