Securities code: 002372 securities abbreviation: Zhejiang Weixing New Building Materials Co.Ltd(002372) Announcement No.: 2021-040
Zhejiang Weixing New Building Materials Co.Ltd(002372)
About the first restricted sale period of the third equity incentive plan
Suggestive announcement on lifting the restrictions on the sale and listing of shares
Zhejiang Weixing New Building Materials Co.Ltd(002372) (hereinafter referred to as "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.
Special tips:
1. The number of restricted shares lifted this time is 5.7 million, accounting for 0.3580% of the total share capital of the company.
2. The listing and circulation time of the restricted shares is December 29, 2021.
The 13th (Interim) meeting of the 5th board of directors of the company deliberated and adopted the proposal on the achievement of lifting the restrictions in the first restricted period of the third equity incentive plan , there are 143 incentive objects who meet the conditions for lifting the restrictions, and the number of restricted shares that can apply for lifting the restrictions is 5.7 million shares, accounting for 0.3580% of the total share capital of the company. The company has handled the lifting of restrictions on the sale and listing and circulation of the above restricted shares in accordance with relevant regulations. The relevant information is as follows:
1、 Summary of the implementation of the third phase of equity incentive plan
1. On September 22, 2020, The fifth (Interim) meeting of the Fifth Board of directors and the fifth (Interim) meeting of the Fifth Board of supervisors of the company reviewed and approved the third phase equity incentive plan (Draft) (hereinafter referred to as the "third phase equity incentive plan") and its abstract, and the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to the third phase equity incentive plan And so on. On October 15, 2020, the second extraordinary general meeting of the company in 2020 deliberated and approved the implementation of the third phase of equity incentive plan, and agreed to issue 19 million ordinary shares to 143 incentive objects of the company at the grant price of 7.00 yuan / share. After meeting the conditions for lifting the restrictions, the restrictions on sales will be lifted in three phases at the proportion of 30%, 30% and 40%; At the same time, the board of directors is authorized to fully handle matters related to the implementation of the third phase of equity incentive plan within the scope permitted by laws and regulations.
2. According to the authorization of the general meeting of shareholders, on November 30, 2020, The seventh (Interim) meeting of the Fifth Board of directors of the company deliberated and adopted the proposal on matters related to the granting of restricted shares under the third phase of equity incentive plan , agree to grant a total of 19 million restricted shares to 143 incentive objects of the company at the price of 7.00 yuan / share on November 30, 2020. After examination and registration by Shenzhen Stock Exchange and Shenzhen Branch of China Securities Depository and Clearing Co., Ltd., the listing date of 19 million restricted shares granted this time is December 21, 2020.
3. On December 21, 2021, The 13th (Interim) meeting of the 5th board of directors of the company deliberated and adopted the proposal on the achievement of lifting the restrictions in the first restricted period of the third equity incentive plan , it is determined that the conditions for lifting the restrictions on sales in the first restricted period of the company's phase III equity incentive plan have been achieved. There are 143 incentive objects who meet the conditions for lifting the restrictions this time, and the number of restricted shares that can apply for lifting the restrictions on sales is 5.7 million.
2、 Description of the incentive object's achievements in lifting the restrictions on sales this time
1. Expiration of sales restriction
According to the provisions of the company's phase III equity incentive plan: "the sales restriction period is 12 months, 24 months and 36 months respectively from the date of listing of the restricted shares granted to the incentive object. The first release period is from the first trading day 12 months after the listing date of the restricted shares to the last trading day within 24 months of the listing date." The company's restricted stock granted shares were listed on December 21, 2020. As of December 20, 2021, the first restricted stock expired and entered the first period of lifting the restricted stock from December 21, 2021.
2. Achievement of lifting sales restrictions
After the verification of the remuneration and assessment committee of the board of directors and the review and confirmation of the 13th (Interim) meeting of the Fifth Board of directors, the conditions for lifting the restrictions on sales in the first restricted period of the company's phase III equity incentive plan have been achieved. The details are as follows:
Note no. of whether the conditions for lifting the restrictions on sales set in the third phase of the company's equity incentive plan meet the conditions for lifting the restrictions on sales
The company is not under any of the following circumstances:
(1) The financial report of the latest fiscal year was issued by the certified public accountant
Audit reports with negative opinions or unable to express opinions;
(2) The internal control over the financial report of the latest fiscal year was registered as an accountant
1. Auditors issue audit reports with negative opinions or unable to express opinions; None of the above circumstances has occurred in the company. (3) Within the last 36 months after listing, there has been a failure to comply with laws, regulations and public regulations
The company's articles of association and public commitment to profit distribution;
(4) Equity incentive is not allowed according to laws and regulations;
(5) Other circumstances recognized by the CSRC.
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) Recognized by China Securities Regulatory Commission and its dispatched offices in the last 12 months
Is an inappropriate candidate;
2 (3) within the last 12 months, the 143 incentive objects who were motivated by the CSRC for major violations of laws and regulations have not been subject to the above-mentioned administrative punishment or market entry prohibition measures by the CSRC and its dispatched offices; any situation.
(4) Those who have the provisions of the company law shall not serve as directors or senior managers of the company
Management personnel;
(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.
Company level performance assessment requirements: audited by Tianjian Certified Public Accountants (the first assessment year of special general accounting is 2020; the performance assessment index is Yitong partnership):
The average deduction of non net profit in 2017-2019 is the base, and the average attributable profit growth rate of the company in 2020 is not less than 8.5% in 2017-2019. (the "net non recurring 3 profits deducted from shareholders of listed companies" in the above performance appraisal year The net profit attributable to the shareholders of the listed company after deducting the non recurring profit and loss is the net profit. At the same time, excluding the share payment expenses of the equity incentive plan and the company's 884564579.02 yuan, the value after participating in the investment in the equity investment fund in 2020 is used as the basis for calculating the net profit adjusted according to the assessment standards. If M & A occurs during the validity period of the third equity incentive plan, it is 1083575870.47 yuan. Compared with behavior, the performance evaluation index value is calculated based on the net profit increased by 22.50% after deducting the above matters, which is higher than the evaluation requirements.) 8.5%, meeting the performance assessment conditions.
Performance appraisal requirements at individual level:
The remuneration and appraisal committee of the board of directors, in accordance with the measures for the administration of the planned implementation of the remuneration and appraisal committee of the board of directors of the company's phase III equity incentive (hereinafter referred to as the "appraisal measures"), conducted a comprehensive evaluation on the individual performance of 143 4 incentive objects in each year in strict accordance with the appraisal measures, and the performance of the named incentive objects in 2020 was "qualified" And above, the restricted shares of the current period can be assessed, and the assessment results are "closing and lifting the restriction on sales". If the individual performance assessment result is "unqualified", the Department is "qualified" or above.
The restricted shares may not be released, and the company shall pay the grant price in a unified manner
Plus the sum of bank deposit interest in the same period, repurchase cancellation.
To sum up, the conditions for lifting the restrictions on sales in the first restricted period set by the company's phase III equity incentive plan have been achieved; There is no situation that the restricted shares cannot be lifted or become incentive objects. The independent directors and the board of supervisors of the company checked the list of incentive objects whose restrictions can be lifted in the first restricted period of the third phase equity incentive plan and the conditions for lifting the restrictions, and expressed their opinions on clearly agreeing to handle matters related to the lifting of restrictions in the first restricted period. Beijing Bojin law firm issued the legal opinion on the first lifting of the restrictions on the sale of the company's phase III equity incentive plan, and Shanghai Rongzheng Investment Consulting Co., Ltd. issued the independent financial consultant report on the achievement of the conditions for lifting the restrictions on the sale of the company's phase III equity incentive plan in the first restriction period.
3、 The listing and circulation arrangement of restricted shares is lifted
1. The listing and circulation date of the restricted shares lifted this time is December 29, 2021.
2. The objects of the lifting of the restrictions are 143 incentive objects of the company's phase III equity incentive plan, and the number of restricted shares lifted is 5.7 million shares, accounting for 0.3580% of the current total share capital of the company.
3. The details of the restricted shares released this time are as follows:
Unit: 10000 shares
Holding the third phase of equity incentive, the name of the remaining non released restricted shares in the incentive plan, the number of restricted shares, the total number of restricted shares
Jin Hongyang, chairman and general manager 1103377
Shi Guojun, deputy general manager 902763
Tan Mei, Secretary of the board of directors and 802456 Deputy General Manager
Qi Jinxiu, deputy general manager 802456
Chen anmen CFO 802456
Zheng Minjun, deputy general manager 6519.545 five
Zhu Xiaofei, deputy general manager 6519.545 five
Main middle-level management backbone and core technology and business backbone of core 1330399931 (136 people)
Total (143 persons) 19005701330
Note: according to the provisions of the company law, the securities law and other relevant laws and regulations, 25% of the total shares of the company held by directors and senior executives during their tenure are actually listed and tradable shares, and the remaining 75% of the shares will be locked. At the same time, they must comply with the provisions of the China Securities Regulatory Commission and Shenzhen Stock Exchange on directors, supervisors Relevant provisions on the purchase and sale of company shares by senior managers.
4. There is no difference between the equity incentive plan implemented this time and the disclosed third phase equity incentive plan.
4、 Statement of changes in the share capital structure of the company after the share restriction is lifted
Before and after this change
Nature of shares (+,)
Number of shares (shares) proportion number of shares (shares) number of shares (shares) proportion
1、 Shares with limited sales conditions 1556208369.77% - 57000001499208369.42%
Executive locking shares 1366208368.58% 01366208368.58%
Equity incentive restricted shares 190000001.19% - 57000000133000000.84%
2、 Shares with unlimited sales conditions 143649215290.23% + 5700000 1, 44219215290.58%
3、 Total share capital 1592112988100% 01592112988100%
Note: since the release of restricted shares involves the locking of executive shares, the final changes of the above capital structure shall be subject to the capital structure table issued by China Securities Depository and Clearing Corporation Shenzhen Branch.
5、 Documents for future reference
1. Application form for lifting sales restriction;
2. Resolutions of the 13th (Interim) meeting of the 5th board of directors of the company;
3. Resolutions of the 12th (Interim) meeting of the 5th board of supervisors of the company;
4. Opinions of independent directors of the company;
5. Legal opinion issued by Beijing Bojin law firm;
6. Independent financial advisory report issued by Shanghai Rongzheng Investment Consulting Co., Ltd.
