Securities code: 002920 securities abbreviation: Huizhou Desay Sv Automotive Co.Ltd(002920) Announcement No.: 2021-093 Huizhou Desay Sv Automotive Co.Ltd(002920)
Announcement on completion of grant registration of 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 without false records, misleading statements or major omissions.
Important content tips:
1. The listing date of restricted shares: December 29, 2021.
2. Number of registrants of this restricted stock Grant: 848.
3. The number of restricted shares granted and registered this time: 5.274 million shares, accounting for 0.96% of the total share capital before grant. 4. The grant price of restricted shares: 48.03 yuan / share.
5. Source of this restricted stock: the company issued A-share common stock to the incentive object.
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, Huizhou Desay Sv Automotive Co.Ltd(002920) (hereinafter referred to as “the company”) has completed the registration of the grant of restricted shares involved in the incentive plan. The relevant details are announced as follows:
1、 Relevant approval procedures for equity incentive plan
(i) On August 31, 2021, the third meeting of the third board of directors of the company 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管理办法>
Proposal on
<公司 2021 年限制性股票激励计划实施考核管理办法>
Proposal on submitting the general meeting of shareholders of the company to authorize the board of directors to handle matters related to the restricted stock incentive plan in 2021, which was deliberated and adopted at the third meeting of the third 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） On November 4, 2021, the company received the reply on Approving the implementation of the 2021 restricted stock equity incentive plan by the municipal Huizhou Desay Sv Automotive Co.Ltd(002920) Automotive Electronics Co., Ltd. issued by the state owned assets supervision and Administration Commission of Huizhou Municipal People’s Government (hereinafter referred to as “Huizhou SASAC”) (Hui Shi Guo Zi Han [2021] No. 149), Huizhou SASAC agrees in principle with the company’s Huizhou Desay Sv Automotive Co.Ltd(002920) 2021 restricted stock incentive plan (Draft).
（3） On November 5, 2021, the company issued the list of incentive objects granted by the restricted stock incentive plan in 2021 , the list and positions of the company’s proposed incentive objects will be publicized from November 5, 2021 to November 14, 2021. During the publicity period, the board of supervisors of the company did not receive any objection to the proposed incentive object. On November 16, 2021, the company disclosed the announcement and verification opinions of the board of supervisors on the list of incentive objects granted by the restricted stock incentive plan in 2021.
（4） On November 22, 2021, the third extraordinary general meeting of shareholders in 2021 considered and adopted《
<公司 2021 年限制性股票激励计划（草案）>
And its summary, the measures for the management of the company’s restricted stock incentive plan in 2021, the measures for the management of the implementation and assessment of the company’s restricted stock incentive plan in 2021, and the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to the restricted stock incentive plan in 2021. On November 23, 2021, the company disclosed 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.
（5） On November 26, 2021, the sixth meeting of the third board of directors and the fifth meeting of the third board of supervisors deliberated and adopted the proposal on adjusting the incentive plan of restricted stocks and the proposal on granting restricted stocks to incentive objects 。 The independent directors of the company expressed their independent opinions on this and believed that the subject qualification of the incentive object was legal and effective, and the determined grant date met the relevant provisions.
2、 Grant and registration of restricted shares
(i) Grant date: November 26, 2021
（2） Number of granted registrations: 5274000 shares
（3） Number of registrants granted: 848
（4） Grant price: 48.03 yuan / share
（5） The distribution of restricted shares granted by the incentive plan among incentive objects is shown in the table below:
Name and position proportion of shares granted to the total share capital (10000 shares)
Excellent management personnel, excellent technology and professional backbone (848 persons) 527.40100.00% 0.96%
Total (848 persons) 527.40100.00% 0.96%
Note: 1. The incentive objects of this incentive plan do not include independent directors, external directors, supervisors, shareholders or actual controllers who individually or jointly hold more than 5% of the company’s shares and their spouses, parents and children.
2. The number of restricted shares granted to any incentive object in the incentive plan shall not exceed 1% of the total share capital of the company before the plan is submitted to the general meeting of shareholders for deliberation.
（6） Timing of this 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 completion of the lifting of the restriction or repurchase of all the restricted shares granted to the incentive object.
The restricted sale periods of the restricted shares granted under the incentive plan are 24 months, 36 months and 48 months respectively from the date of completion of the registration of the restricted shares granted. During the restricted sale period, the restricted shares granted to the incentive object under the incentive plan shall be restricted and shall not be transferred, used for guarantee or debt repayment.
After 24 months from the date of completing the registration of the restricted shares granted by the incentive plan, the incentive object will lift the sales restriction in three phases in the next 36 months. The release period of restricted shares and the release schedule of each period are shown in the table below:
The proportion of the number of sales restrictions that can be lifted in the number of granted rights and interests at the time of lifting the restrictions
The first transaction is the first transaction 24 months after the date of completion of registration of restricted shares
The last third of the 36 months from the date of lifting the restriction period to the date of completion of registration of restricted shares
End of one trading day
The second is the first transaction 36 months after the date of completion of registration of restricted shares
The last third of the 48 months from the date of lifting the restriction period to the date of completion of registration of restricted shares
End of one trading day
The third is the first transaction after 48 months from the date of completion of registration of restricted shares
The last third of the 60 months from the date of lifting the restriction period to the date of completion of registration of restricted shares
End of one trading day
The restricted shares that cannot be released during the release period of the incentive object shall not be deferred to the next year.
（7） Performance assessment requirements for the lifting of restrictions on the sale of restricted shares
1. Company level performance assessment requirements
The annual performance assessment objectives of the incentive plan are as follows:
Performance evaluation conditions for lifting the sales restriction period
(1) Based on the operating income in 2020, the growth rate of operating income in 2022 shall not be less than 30%, and the first lifting shall not be lower than the average level of the same industry or the 75th percentile level of benchmarking enterprises;
During the sales restriction period (2) the earnings per share in 2022 shall not be less than 1.09 yuan, and shall not be lower than the average level of the same industry or the 75th percentile level of benchmark enterprises;
(3) The proportion of cash dividends in 2022 shall not be less than 25%.
The second cancellation (1) takes the operating revenue in 2020 as the base, and the growth rate of operating revenue in 2023 shall not be less than 40%, and
The sales restriction period shall not be lower than the average level of the same industry or the 75th percentile level of benchmarking enterprises;
(2) The earnings per share in 2023 shall not be less than 1.18 yuan, and shall not be lower than the average level of the same industry or the 75th percentile level of benchmarking enterprises;
(3) The proportion of cash dividends in 2023 shall not be less than 25%.
(1) Based on the operating income in 2020, the growth rate of operating income in 2024 shall not be less than 50%, and the third lifting shall not be lower than the average level of the same industry or the 75th percentile level of benchmarking enterprises;
During the sales restriction period (2) the earnings per share in 2024 shall not be less than 1.27 yuan, and shall not be lower than the average level of the same industry or the 75th percentile level of benchmark enterprises;
(3) The proportion of cash dividends in 2024 shall not be less than 25%.
Note: (1) during the validity period of the incentive plan, if the company has public offering, non-public offering, major asset restructuring and other acts, the impact of such acts on the operating income and earnings per share shall be excluded when calculating the operating income and earnings per share.
(2) In the process of annual assessment, if the samples of Companies in the same industry or benchmarking enterprises have significant changes in their main business or sample extreme values with excessive deviation, the board of directors of the company will eliminate or replace the samples during the year-end assessment;
(3) Earnings per share = net profit attributable to shareholders of the listed company after deducting non recurring profits and losses / total share capital of the company; in case of matters affecting the total share capital of the company such as conversion of capital reserve to share capital, distribution of stock dividends, allotment of shares and additional issuance, the total share capital of the company involved will not be adjusted when calculating earnings per share, and the total share capital of the company at the end of 2020 will be taken as the basis for calculation.
If the company’s performance assessment target of restricted shares in a certain period of lifting the restriction is not achieved, the restricted shares of all incentive objects in the current period cannot be lifted, and the company shall repurchase and cancel the restricted shares, and the repurchase price is the grant price.
2. Individual level assessment of incentive objects
The individual level assessment of incentive objects shall be conducted annually in accordance with the management measures for the implementation and assessment of Huizhou Desay Sv Automotive Co.Ltd(002920) 2021 restricted stock incentive plan, and the evaluation results shall be determined according to the individual performance evaluation indicators. In principle, the performance evaluation results are divided into four grades: excellent, good, qualified and unqualified. At that time, the number of shares actually released by the incentive object will be determined according to the proportion of releasing the restriction at the individual level in the following assessment and rating table.
The evaluation results are excellent, good, qualified and unqualified
Standard coefficient 1.00 sixty
On the premise of completing the company’s performance assessment, the actual number of shares that can be lifted by the incentive object in each year = the number of shares that can be lifted by the individual plan in that year × The proportion of sales restrictions lifted corresponding to individual performance appraisal results. Restricted shares that cannot be lifted in the current period due to individual level performance evaluation results shall not be deferred to the lifting of the restrictions in the next period, but shall be repurchased and cancelled by the company, and the repurchase price shall be the grant price.
（8） After this grant, the equity distribution of the company will not meet the requirements of listing conditions. III. Explanation on the consistency between the restricted shares granted to the incentive object this time and the publicity of the company
Whereas 93 of the incentive objects determined in the company’s restricted stock incentive plan for 2021 (Draft) voluntarily give up subscribing for the restricted shares to be granted to them by the company due to resignation and other reasons, according to the company
Authorized by the third extraordinary general meeting of shareholders in 2021, the company held the sixth meeting of the third board of directors on November 26, 2021 to adjust the list of incentive objects and the number of restricted shares granted in this incentive plan. After adjustment, the number of incentive objects granted was changed from 948 to 855, and the number of restricted shares granted was changed from 5.5 million shares to 5.307 million shares.
After the grant date of the incentive plan is determined, in the process of capital payment and equity registration, 7 incentive objects voluntarily give up the subscription of restricted shares to be granted to them by the company due to resignation and other reasons. Therefore, the number of incentive objects granted by the company was changed from 855 to 848, and the number of restricted shares granted was changed from 5307000 shares to 5274000 shares.
In addition, the grant registration is consistent with the deliberation and approval of the third extraordinary general meeting of shareholders in 2021 and the publicity of the company.
4、 The purchase and sale of the company’s shares by the directors and senior managers participating in the incentive plan within 6 months before the grant registration date
This incentive plan does not include directors and senior managers.
5、 Listing date of restricted shares granted
The granting date of restricted shares is November 26, 2021, and the listing date of restricted shares is December 29, 2021.
6、 Statement of changes in share capital structure
