Securities code: 002032 securities abbreviation: Zhejiang Supor Co.Ltd(002032) Announcement No.: 2021-086 Zhejiang Supor Co.Ltd(002032)
Suggestive announcement on the release of restricted shares in the fourth release period of the restricted stock incentive plan in 2017
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. 159 incentive objects applied for lifting the restrictions on sales this time, and a total of 1430200 restricted shares can be lifted, accounting for 0.1769% of the total share capital of the company.
2. The listing and circulation date of the restricted shares lifted this time is December 30, 2021;
3. There is no difference between the restricted stock incentive plan implemented this time and the disclosed restricted stock incentive plan.
The fifth meeting of the seventh board of directors of Zhejiang Supor Co.Ltd(002032) (hereinafter referred to as “the company”, “the company” or ” Zhejiang Supor Co.Ltd(002032) “) deliberated and adopted the proposal on the achievement of the release of restrictions in the fourth release period and the reserved third release period of the restricted stock incentive plan in 2017. The board of directors considered that Zhejiang Supor Co.Ltd(002032) 2017 restricted stock incentive plan (Revised Draft) (hereinafter referred to as “2017 restricted stock incentive plan”) ）In the fourth period of lifting the restrictions, the conditions for lifting the restrictions have been fulfilled. In accordance with the relevant provisions of the restricted stock incentive plan in 2017 and the authorization of the company’s second extraordinary general meeting in 2017, the board of directors handled the lifting of the restrictions on the sale of restricted shares in the fourth lifting period. 159 incentive objects met the conditions for lifting the restrictions on sales this time, and a total of 1430200 restricted shares could be lifted, accounting for 0.1769% of the total share capital of the company. The listing and circulation date of the shares that can be released during the fourth release period of the restricted stock incentive plan is December 30, 2021. The relevant information is hereby announced as follows:
1、 Brief introduction and implementation of restricted stock incentive plan
1. On August 29, 2017, the second meeting of the sixth board of directors and the second meeting of the sixth board of supervisors considered and adopted the
< Zhejiang Supor Co.Ltd(002032) 2017 年限制性股票激励计划（草案）>
And its summary
< Zhejiang Supor Co.Ltd(002032) 2017 年限制性股票激励计划考核管理办法>
And the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the restricted stock incentive plan. The independent directors of the company expressed independent opinions on the equity incentive plan, and the board of supervisors of the company preliminarily verified the list of incentive objects.
2. On October 18, 2017, the third meeting of the sixth board of directors and the third meeting of the sixth board of supervisors deliberated and adopted the proposal on adjusting the company’s 2017 restricted stock incentive plan and the proposal on
< Zhejiang Supor Co.Ltd(002032) 2017 年限制性股票激励计划（草案修订稿）>
And its summary. The independent directors of the company have expressed independent opinions on the above proposal, and the board of supervisors of the company has preliminarily verified the adjusted list of incentive objects again.
3. On November 11, 2017, The company disclosed the verification opinions of the board of supervisors on the list of incentive objects of the company’s restricted stock incentive plan in 2017 (after adjustment) 。 The board of supervisors of the company believes that the incentive objects listed in the incentive plan meet the conditions specified in relevant laws, regulations and normative documents, and their subject qualification as the incentive objects of the restricted stock incentive plan is legal and effective. 4. On November 16, 2017, the second extraordinary general meeting of the company in 2017 deliberated and adopted the
< Zhejiang Supor Co.Ltd(002032) 2017 年限制性股票激励计划（草案修订稿）>
And its summary
< Zhejiang Supor Co.Ltd(002032) 2017 年限制性股票激励计划考核管理办法>
And the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the restricted stock incentive plan.
5. On November 17, 2017, the company disclosed the self inspection report on insider trading of the company’s shares by insiders of the 2017 restricted stock incentive plan. During the planning of this incentive plan, the company did not find any insider using relevant insider information for stock trading, nor did it find any insider using relevant insider information for stock trading within 6 months before the first public disclosure of this incentive plan (Draft).
6. On December 4, 2017, the fourth meeting of the sixth board of directors and the fourth meeting of the sixth board of supervisors considered and approved the proposal on adjusting the company’s 2017 restricted stock incentive plan and the proposal on granting restricted shares to incentive objects, agreeing to grant 3.874 million restricted shares to 181 incentive objects, The granting date of restricted shares is December 4, 2017, and the listing date of granted shares is December 29, 2017. The independent directors of the company have expressed independent opinions on the above proposal, and the board of supervisors of the company has confirmed the list of incentive objects.
7. On March 29, 2018, the sixth meeting of the sixth board of directors and the sixth meeting of the sixth board of supervisors of the company deliberated and approved the proposal on the achievement of lifting the restrictions in the first lifting period of the restricted stock incentive plan in 2017, and agreed that 181 eligible incentive objects would lift the restrictions in the first lifting period, The number of restricted shares that can be lifted this time is 387400 shares, accounting for 0.0472% of the total share capital of the company. The above-mentioned shares that can be released from restricted sales have been listed and circulated on January 3, 2019.
8. On March 29, 2018, the sixth meeting of the sixth board of directors and the sixth meeting of the sixth board of supervisors considered and adopted the proposal on repurchase and cancellation of some granted restricted shares. Three incentive objects of the company have failed to meet the incentive conditions due to resignation, and agreed to buy back and cancel 43650 restricted shares at the price of 1 yuan / share.
9. On August 29, 2018, the eighth meeting of the sixth board of directors and the eighth meeting of the sixth board of supervisors considered and approved the proposal on granting reserved restricted shares to incentive objects, and agreed to grant 426000 reserved restricted shares to 50 incentive objects. The date of granting the reserved restricted shares is August 30, 2018, The listing date of the granted shares is November 14, 2018. The independent directors of the company have expressed independent opinions on the above proposal, and the board of supervisors of the company has confirmed the list of incentive objects.
10. On August 29, 2018, the eighth meeting of the sixth board of directors and the eighth meeting of the sixth board of supervisors deliberated and adopted the proposal on repurchase and cancellation of some granted restricted shares. Six incentive objects of the company did not meet the incentive conditions due to their resignation, and agreed to buy back and cancel 39150 restricted shares at the price of 1 yuan / share.
11. On March 26, 2019, the 11th meeting of the 6th board of directors and the 10th meeting of the 6th board of supervisors deliberated and adopted the proposal on repurchase and cancellation of some granted restricted shares. Three incentive objects of the company have failed to meet the incentive conditions due to their resignation. They agree that the company will repurchase and cancel 84900 restricted shares at the price of 1 yuan / share: 73500 shares are granted for partial repurchase and cancellation for the first time, and 11400 shares are reserved for partial repurchase and cancellation.
12. On March 26, 2019, the 11th meeting of the 6th board of directors and the 10th meeting of the 6th board of supervisors of the company deliberated and approved the proposal on the achievement of the second lifting period of the restricted stock incentive plan in 2017 and the lifting conditions of the first lifting period of the reserved part, It is agreed that 221 eligible incentive objects will release the restrictions on sales in the second release period and the first release period of the reserved part. The number of restricted shares that can be released this time is 840600 shares, accounting for 0.1024% of the total share capital of the company. Among them, the restricted shares that can be released during the second release period have been listed and circulated on December 30, 2019; The restricted shares that can be released during the first release period of the reserved part have been listed and circulated on November 15, 2019.
13. On August 29, 2019, the 14th meeting of the 6th board of directors and the 13th meeting of the 6th board of supervisors deliberated and adopted the proposal on repurchase and cancellation of some granted restricted shares. One incentive object of the company has failed to meet the incentive conditions due to resignation, and agreed to buy back and cancel a total of 3500 restricted shares at the price of 1 yuan / share.
14. On April 28, 2020, the 16th meeting of the 6th board of directors and the 15th meeting of the 6th board of supervisors deliberated and adopted the proposal on repurchase and cancellation of some granted restricted shares. Eight incentive objects of the company did not meet the incentive conditions due to their resignation, and agreed to buy back and cancel 32550 restricted shares at the price of 1 yuan / share.
15. On April 28, 2020, the 16th meeting of the 6th board of directors and the 15th meeting of the 6th board of supervisors of the company deliberated and approved the proposal on the achievement of lifting the restrictions in the third lifting period and the second lifting period of the reserved part of the restricted stock incentive plan in 2017, It is agreed that 210 eligible incentive objects will lift the restrictions on sales in the third lifting period and part of the second lifting period. The number of restricted shares that can be lifted this time is 1213050 shares, accounting for 0.148% of the total share capital of the company. Among them, the restricted shares that can be released in the third release period have been listed and circulated on December 30, 2020; The reserved part of the second release period can release the sales restrictions. The restricted shares have been listed and circulated on November 16, 2020.
16. On August 27, 2020, the second meeting of the seventh board of directors and the second meeting of the seventh board of supervisors deliberated and adopted the proposal on repurchase and cancellation of some granted restricted shares. Five incentive objects of the company have failed to meet the incentive conditions due to resignation, and agreed to buy back and cancel 26000 restricted shares at the price of 1 yuan / share.
17. On March 31, 2021, the fifth meeting of the seventh board of directors and the fourth meeting of the seventh board of supervisors of the company deliberated and approved the proposal on the achievement of lifting the restrictions in the fourth lifting period and the reserved third lifting period of the restricted stock incentive plan in 2017, It is agreed that 204 eligible incentive objects will lift the restrictions on sales in the fourth lifting period and part of the third lifting period. The number of restricted shares that can be lifted this time is 1629200 shares, Accounting for 0.198% of the total share capital of the company (accounting for 0.201% of the total existing share capital of the company). Among them, some restricted shares that can be released in the third release period have been listed and circulated on November 15, 2021.
2、 Achievements of the conditions for lifting the restrictions in the fourth lifting period set by the restricted stock incentive plan in 2017
(i) Description of expired sales restriction period
According to the 2017 restricted stock incentive plan, the release period of restricted shares granted for the first time and the release schedule of each period are shown in the table below:
Release period release time release proportion
The first period for lifting the restrictions on sales shall be from the first trading day 12 months after the grant date to the grant date
10% by the last trading day within 24 months from
The second period for lifting the restrictions on sales starts from the first trading day 24 months after the grant date to the grant date
20% by the last trading day within 36 months from
The third period for lifting the restrictions on sales starts from the first trading day 36 months after the grant date to the grant date
30% by the last trading day within 48 months from
The fourth release period starts from the first trading day 48 months after the grant date to the grant date
40% by the last trading day within 60 months from
The granting date of the restricted shares granted for the first time is December 4, 2017, and the listing date of the granted shares is December 29, 2017. The fourth restricted sale period of the restricted shares will expire on December 29, 2021.
（2） Description of achievements in lifting restrictions on sales
S / N description of whether the conditions for lifting the restrictions in the fourth lifting period set by the incentive plan meet the conditions for lifting the restrictions
(1) The company is not under any of the following circumstances:
① Has the financial report of the latest fiscal year been issued by a certified public accountant
Audit reports with definite opinions or unable to express opinions; The company has not met the above circumstances and meets the conditions of solution 1 ② the internal control over the financial report of the latest fiscal year has been removed from the sales restriction by the certified public accountant.
Audit reports with negative opinions or unable to express opinions;
③ Failure to comply with laws, regulations and company seal within the last 36 months after listing
2. The public commitment to profit distribution;
④ Equity incentive is not allowed according to laws and regulations;
