Securities code: 300480 securities abbreviation: Gl Tech Co.Ltd(300480) Announcement No.: 2021-072 Gl Tech Co.Ltd(300480)
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 major omissions. Important content tips:
● reserved grant date of restricted shares: December 24, 2021
● reserved grant quantity of restricted shares: 300000 shares
● equity incentive method: Class II restricted stock
Gl Tech Co.Ltd(300480) (hereinafter referred to as “the company”) 2021 restricted stock incentive plan (hereinafter referred to as “the incentive plan” and “the incentive plan”) ）The prescribed conditions for the reserved grant of restricted shares have been fulfilled. According to the authorization of the company’s second extraordinary general meeting in 2021, the company held the 19th meeting of the 4th board of directors and the 14th meeting of the 4th board of supervisors on December 24, 2021, deliberated and adopted the proposal on granting reserved restricted shares to incentive objects, It is determined that December 24, 2021 will be the reserved grant date of restricted shares, and 300000 reserved restricted shares will be granted to 7 incentive objects who meet the reserved grant conditions. The relevant matters are described as follows:
1、 Brief description of incentive plan
(i) Source of underlying stock
The source of the underlying stock involved in the incentive plan is the company’s directional issuance of A-Shares of common stock to the incentive object.
（2） Number and distribution of restricted shares granted
The total amount of restricted shares to be granted under the incentive plan shall not exceed 2.2 million shares, accounting for 0.88% of the company’s total share capital of 249343800 shares at the time of announcement of the draft incentive plan. Among them, 1.9 million shares were granted for the first time, accounting for 0.76% of the total share capital of 249343800 shares at the time of announcement of the draft incentive plan, and the part granted for the first time accounted for 86.36% of the total equity granted this time; 300000 shares are reserved, accounting for 0.12% of the total share capital of 249343800 shares at the time of announcement of the draft incentive plan, and the reserved part accounts for 13.64% of the total equity granted this time.
The distribution of restricted shares granted by the incentive plan among incentive objects is shown in the table below:
Proportion of granted restricted shares in the proportion of granted restricted shares in the total number of shares in the name and position of the incentive plan (10000 shares) when the draft is published proportion of total share capital
Li Zuqing, non independent director and deputy general manager 5022.73% 0.20%
Cao Wei, financial director, deputy general manager and Secretary of the board of directors 3013.64% 0.12%
Core management and technical backbone (9 persons) 11050.00% 0.44%
3013.64% 0.12% reserved
Total 220100.00% 0.88%
Note: if the total number in the above table is inconsistent with the mantissa of the sum of the sub item values, it is caused by rounding.
（3） Validity period, ownership arrangement and lock up period of incentive plan
1. Period of validity
The validity period of the incentive plan shall be no more than 60 months from the date of the first grant of restricted shares to the date when all the restricted shares granted to the incentive object are vested or invalid.
2. Attribution arrangement
The restricted shares granted by the incentive plan will be vested in several times according to the agreed proportion after the incentive object meets the corresponding vesting conditions, and the vesting date must be the trading day, And the restricted shares obtained shall not be vested in the following periods: (1) if the announcement date of the company’s periodic report is delayed for special reasons within 30 days before the announcement of the company’s periodic report, it shall be calculated from 30 days before the original scheduled announcement date to the day before the announcement;
(2) Ten days before the announcement of the company’s performance forecast and performance express;
(3) From the date of major events that may have a great impact on the trading price of the company’s shares and their derivatives or the date of entering the decision-making process to two trading days after disclosure according to law;
(4) Other periods prescribed by the CSRC and Shenzhen Stock Exchange.
The ownership proportion of each batch of restricted shares for the first time and reserved in the incentive plan is as follows:
The proportion of the number of vested interests in the total granted interests at the time of ownership arrangement
The first vesting period is from the first trading day after 12 months from the date of corresponding grant to 40% of the corresponding period
The last trading day within 24 months from the date of grant
The second vesting period starts from the first trading day after 24 months from the date of corresponding grant to 30%
The last trading day within 36 months from the date of grant
The third vesting period starts from the first trading day after 36 months from the date of corresponding grant to 30% of the corresponding period
The last trading day within 48 months from the date of grant
Restricted shares that have not been vested within the above agreed period or that cannot be applied for vesting due to failure to meet the vesting conditions shall not be vested, invalid and invalid.
The restricted shares granted to the incentive object but not yet vested, the shares obtained due to the conversion of capital reserve into share capital, stock dividend and stock subdivision, are also subject to the vesting conditions, and shall not be sold in the secondary market or transferred in other ways before vesting. If the restricted shares cannot be vested at that time, the shares obtained for the above reasons shall also not be vested.
3. Lock up period
The anti-sale provisions of the plan shall be implemented in accordance with the company law, securities law and other relevant laws, regulations, normative documents and the articles of association, including but not limited to:
(1) If the incentive objects are directors and senior managers of the company, the shares transferred each year during their tenure shall not exceed 25% of the total shares of the company held by them.
(2) If the incentive objects are directors and senior managers of the company, they will sell their shares of the company within 6 months after buying, or buy them again within 6 months after selling, and the resulting income will belong to the company, and the board of directors of the company will recover their income.
(3) During the validity period of this incentive plan, if the relevant provisions on the transfer of shares held by the company’s directors and senior managers in the company law, securities law and other relevant laws, regulations, normative documents and the articles of association have changed, the transfer of shares held by these incentive objects shall comply with the revised relevant provisions at the time of transfer.
（4） Vesting conditions of restricted shares
1. Company level performance assessment requirements
The ownership assessment year of the incentive plan is three fiscal years from 2021 to 2023, one assessment in each fiscal year. The performance assessment objectives of the first and reserved restricted stocks in each year are as follows:
Performance assessment objectives in attribution period
The first attribution period is based on the operating revenue in 2020, and the growth rate of operating revenue in 2021 shall not be less than 30%;
The second attribution period is based on the operating income in 2020, and the growth rate of operating income in 2022 shall not be less than 60%;
The third attribution period is based on the operating revenue in 2020, and the growth rate of operating revenue in 2023 is not less than 100%.
If the company fails to meet the above performance assessment objectives, all restricted shares of incentive objects that are planned to be vested in the current year shall not be vested or deferred to the next period, and shall be invalid.
2. Performance appraisal requirements at individual level
The nomination, remuneration and assessment committee of the board of directors will score the comprehensive assessment of the incentive object in each assessment year, and determine the standard coefficient of their attribution according to the performance completion rate of the incentive object. If the annual performance assessment at the company level meets the standard, the actual amount of the incentive object in the current year = the standard coefficient at the individual level × The planned amount of the individual in the current year.
The performance evaluation results of incentive objects are divided into four grades (a), (b), (c) and (d). The evaluation form is applicable to the evaluation objects. At that time, the ownership proportion of incentive objects shall be determined according to the following table:
Evaluation result s ≥ 8080 > s ≥ 7070 > s ≥ 60s
<60
评价标准ABCD
标准系数1.00.80.50
若激励对象上一年度个人绩效考核结果为（A）/（B）/（C），则上一年度激励对象个人绩效考核“达标”；若激励对象上一年度个人绩效考核结果为（D），则上一年度激励对象个人绩效考核“不达标”。
激励对象考核当年不能归属的限制性股票，作废失效，不得递延至下一年度。二、股权激励计划的决策程序和批准情况
(i)2021 年 2 月 5 日，公司第四届董事会第十次会议审议通过了《关于<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>
And the proposal on requesting the general meeting of shareholders of the company to authorize the board of directors to handle matters related to equity incentive, which were 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 the relevant proposals of the equity incentive plan.
（2） From February 8, 2021 to February 18, 2021, the company publicized the list of incentive objects of the company’s restricted stock incentive plan in 2021, and disclosed the review opinions and publicity instructions of the board of supervisors on the list of incentive objects of the restricted stock incentive plan in 2021 on February 20, 2021. （3） On February 25, 2021, the second extraordinary general meeting of the company in 2021 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>
Proposal on submitting to the general meeting of shareholders of the company to authorize the board of directors to handle matters related to equity incentive. 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, grant restricted shares to the incentive objects when the incentive objects meet the conditions, and handle all matters necessary for the grant. On February 26, 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.
（4） On March 30, 2021, the 11th meeting of the 4th board of directors and the 9th meeting of the 4th board of supervisors deliberated and adopted the proposal on granting restricted shares to incentive objects for the first time. The independent directors of the company expressed independent opinions on this, believing that the subject qualification of incentive objects is legal and effective, and the determined grant date complies with relevant regulations.
（5） On December 24, 2021, the 19th meeting of the 4th board of directors and the 14th meeting of the 4th board of supervisors deliberated and adopted the proposal on granting reserved restricted shares to incentive objects. The independent directors of the company expressed independent opinions on this, and the board of supervisors issued verification opinions.
3、 Notes of the board of directors on meeting the granting conditions
According to the measures for the administration of equity incentive of listed companies (hereinafter referred to as the “measures”) and the provisions of this incentive plan, the incentive object can be granted restricted shares only if it meets the following conditions at the same time: (I) the company does not have 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. In the last 12 months, he was arrested for major violations of laws and regulations
