Securities code: Guangdong Dongfang Precision Science & Technology Co.Ltd(002611) securities abbreviation: Guangdong Dongfang Precision Science & Technology Co.Ltd(002611) announcement Code: 2022014 Guangdong Dongfang Precision Science & Technology Co.Ltd(002611) about
Reserved grant part of 2020 restricted stock incentive plan
The first suggestive announcement of lifting the restriction period and lifting the listing and circulation of restricted shares
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:
1. The number of incentive objects meeting the conditions for lifting the restrictions on sales this time is 18. The total number of incentive shares lifted this time is 848000 shares, accounting for 0.06% of the company's current total share capital of 1331938167 shares. 2. The listing and circulation date of the equity incentive shares whose sales restrictions are lifted this time is March 9, 2022.
Guangdong Dongfang Precision Science & Technology Co.Ltd(002611) (hereinafter referred to as "the company") held the 13th (Interim) meeting of the 4th board of directors and the 10th (Interim) meeting of the 4th board of supervisors on February 25, 2022, and deliberated and adopted the proposal on the achievement of the first lifting of the restrictions in the first lifting period of the reserved granting part of the restricted stock incentive plan in 2020. For details, the company published it on cninfo.com.cn on February 26, 2022 Relevant announcements.
As confirmed by Shenzhen Branch of China Securities Depository and Clearing Corporation Limited, the listing and circulation date of the equity incentive shares whose sales restrictions are lifted this time is March 9, 2022.
The relevant matters are hereby announced as follows:
1、 Relevant approval procedures for 2020 restricted stock incentive plan
1. On March 11, 2020, The 43rd (Interim) meeting of the third board of directors and the 27th (Interim) meeting of the third board of supervisors considered and adopted the proposal on the company's 2020 restricted stock incentive plan (Draft) and summary, and the proposal on the company's measures for the implementation and assessment of 2020 restricted stock incentive plan Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company's 2020 restricted stock incentive plan.
2. On March 27, 2020, The company's first extraordinary general meeting in 2020 deliberated and passed the proposal on the company's 2020 restricted stock incentive plan (Draft) and summary, the proposal on the company's assessment and management measures for the implementation of 2020 restricted stock incentive plan, and the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to the company's 2020 restricted stock incentive plan.
3. On March 27, 2020, the 44th (Interim) meeting of the third board of directors and the 28th (Interim) meeting of the third board of supervisors deliberated and adopted the proposal on granting restricted shares to incentive objects.
4. On June 8, 2020, the 48th (Interim) meeting of the third board of directors and the 31st (Interim) meeting of the third board of supervisors deliberated and adopted the proposal on matters related to the adjustment of 2020 restricted stock incentive plan. The number of incentive objects granted for the first time was adjusted from 42 to 40. 5. On June 23, 2020, the company completed the first grant registration of the 2020 restricted stock incentive plan and granted 22.6 million restricted shares to 40 incentive objects.
6. On December 29, 2020, the fourth (Interim) meeting of the Fourth Board of directors and the third (Interim) meeting of the Fourth Board of supervisors deliberated and adopted the proposal on granting reserved restricted shares to incentive objects and the proposal on repurchase and cancellation of some restricted shares.
7. On January 14, 2021, the first extraordinary general meeting of the company in 2021 deliberated and approved the proposal on repurchase and cancellation of some restricted shares.
8. On February 24, 2021, the company completed the reservation and grant registration of the 2020 restricted stock incentive plan, and granted 4.24 million restricted shares to 18 incentive objects.
9. On February 24, 2021, the company completed the repurchase and cancellation of 900000 shares of restricted shares held by two resigned incentive objects that have been granted but have not been lifted.
10. On June 18, 2021, the company held the 8th (Interim) meeting of the 4th board of directors and the 6th (Interim) meeting of the 4th board of supervisors, which deliberated and approved the proposal on the achievement of the first lifting of restrictions in the first time granted by the 2020 restricted stock incentive plan and the proposal on repurchase and cancellation of some restricted stocks.
11. On June 25, 2021, the company's 2020 restricted stock incentive plan granted part of the first lifting of the restrictions for the first time. The shares lifted were listed and circulated. The number of incentive objects meeting the conditions for lifting the restrictions was 37, and the total number of incentive shares lifted was 4.31 million.
12. On August 31, 2021, the tenth (Interim) meeting of the Fourth Board of directors and the eighth (Interim) meeting of the Fourth Board of supervisors deliberated and adopted the proposal on repurchase and cancellation of some restricted shares. 13. On September 22, 2021, the second extraordinary general meeting of the company in 2021 deliberated and approved the proposal on repurchase and cancellation of some restricted shares.
14. On October 26, 2021, the company completed the repurchase and cancellation of 30000 restricted shares granted to one incentive object and failed to meet the conditions for lifting the restrictions in the first lifting period; Completed the repurchase and cancellation of 120000 restricted shares held by a resigned incentive object that have been granted but have not yet been lifted.
15. On February 25, 2022, the company held the 13th (Interim) meeting of the 4th board of directors and the 10th (Interim) meeting of the 4th board of supervisors, and deliberated and adopted the proposal on the achievement of the first lifting of restrictions in the first lifting period of the reserved granting part of the restricted stock incentive plan in 2020.
2、 Explanation on the expiration of the first sales restriction period of the reserved grant part of the incentive plan
(I) sales restriction period and lifting of restrictions
The incentive plan reserves a restricted sale period for the grant of some incentive shares, which is 12 months, 24 months and 36 months from the date of listing of the granted incentive shares.
The arrangement of the release period for granting some incentive shares reserved in the incentive plan is shown in the table below:
Lifting of restrictions on sales arrangement lifting of restrictions on sales time lifting of restrictions on sales proportion
The first is from the first trading day after 12 months from the date of listing of reserved granted restricted shares to the date of pre issuance
20% until the last trading day within 24 months from the date of listing of the restricted shares
The second period is from the first trading day 24 months after the date of listing of the reserved grant restricted shares to the pre-sale period
40% until the last trading day within 36 months from the date of listing of the restricted shares
The third period is from the first trading day after 36 months from the date of listing of reserved granted restricted shares to the date of pre issuance
40% until the last trading day within 48 months from the date of listing of the restricted shares
(II) the first sales restriction period of the reserved grant part expires
According to the announcement on the completion of registration of reserved grant of 2020 restricted stock incentive plan disclosed by the company on February 26, 2021, the first restricted sale period of the reserved grant part of the incentive plan of the company has expired on February 24, 2022.
3、 Description of the achievement of the conditions for lifting the restrictions in the first lifting period of the reserved grant part of the incentive plan
Achievements in lifting restrictions on sales
(I) the company is not under any of the following circumstances:
1. The financial and accounting report of the most recent fiscal year has not been in any of the above circumstances, which meets the conditions for the lifting of sales restrictions and the CPA to issue a negative opinion or unable to express his intention.
See the audit report of the company;
2. The internal control of the financial report of the latest fiscal year is an audit report with a negative opinion or unable to express an opinion issued by a certified public accountant;
3. There have been cases of non compliance within the last 36 months after listing
Laws and regulations, 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. (II) the incentive object does not have any of the following situations:
1. Recognized by the stock exchange within the last 12 months
Is an inappropriate candidate;
2. Within the last 12 months, it has been approved by the CSRC and its
The dispatched office determines that it is an inappropriate candidate;
3. Major violations of laws and regulations in the last 12 months
If the incentive object fails to meet any of the above circumstances, it will be deemed as being subject to administrative punishment or punishment by the CSRC and its dispatched offices
Restricted conditions.
Market entry prohibition measures shall be taken by the applicant;
4. Those who are not allowed to serve as directors or senior managers of the company as stipulated in the company law;
5. Those who are not allowed to participate in the equity incentive of listed companies according to laws and regulations;
6. Other circumstances recognized by the CSRC.
(III) performance assessment requirements at the company level 1. After being audited by Ernst & Young Huaming Certified Public Accountants (special general according to the incentive plan and the 2020 restricted stock partnership), the company realized the assessment management measures for the implementation of the incentive plan in 2020, The net profit reserved for the shareholders of the listed company is 38918062408 yuan, which is the performance evaluation target of the first lifting of the restriction period. The net profit excluding the impact of share payment expenses is: the adjusted net profit of 2018 and 2019 is 41417436123 yuan.
The average of is the performance assessment base, and the adjusted growth rate of net profit in 2020 2, 2018 and 2019 shall not be less than 20%. The average is 18686701725 yuan.
The above net profit indicators for 2020 refer to the audited 3. The consolidated statement of net profit attributable to shareholders of Listed Companies in 2020, the net profit attributable to shareholders of listed companies, excluding the stock profit of this and other equity incentive plans and excluding the impact of share payment expenses of this and other equity incentive plans, Compared with the performance appraisal, the value of the impact of payment expenses shall be used as the calculation basis. The growth rate of the base has exceeded 20%. According to the incentive plan, the adjusted net profit plan for 2018 and 2019 and the average number of implementation of the 2020 restricted stock incentive plan refer to the management measures for general assessment of the company in 2018 and 2019, The average net profit after the first release of Ryder's relevant financial impact in the reserved grant part (the performance evaluation target in the consolidated restricted sale period has been achieved. The statement belongs to the net profit of the shareholders of the listed company).
Among them, the adjusted net profit of the company in 2018=
Net profit attributable to shareholders of Listed Companies in the consolidated statements of the company in 2018 - net profit of Prader in 2018 - net profit and loss of Prader's goodwill impairment in 2018. Adjusted net profit of the company in 2019 = net profit attributable to shareholders of Listed Companies in the consolidated statements of 2019 - net profit included in the consolidated statements of Prader in 2019 - net profit and loss from disposal of 100% equity of Prader in 2019 - net profit and loss from cancellation of shares compensated by former shareholders of Prader in 2019.
Average adjusted net profit of 2018 and 2019 = (adjusted net profit of the company in 2018 + adjusted net profit of the company in 2019) ÷ 2. (IV) assessment requirements at individual level
According to the incentive plan and the measures for the administration of the 2020 restricted stock appraisal submitted by the company's human resources department and the implementation of the company's salary ticket incentive plan, the reserved grant Department of the incentive plan approved by the company's human resources and appraisal committee is responsible for scoring the 2020 comprehensive performance appraisal of some 18 incentive objects for each appraisal year, Results of salary and appraisal committee:
Be responsible for reviewing the implementation process and results of the company's performance evaluation, the comprehensive performance of 18 incentive objects in 2020, and determine the proportion of incentive objects whose sales restriction lifting evaluation grade is "C" or above and the corresponding standard coefficient is. 100%, and the above 18 incentive objects in the first solution
The proportion of incentive shares whose sales restriction can be lifted in the current year except the sales restriction period is = the individual's plan to lift the sales restriction in the current year × 100% at the individual level. Quasi coefficient.
The performance evaluation results of incentive objects are divided into a, B
There are four grades C and D, and the assessment form is applicable to the assessment object
