Securities code: 002179 securities abbreviation: Avic Jonhon Optronic Technology Co.Ltd(002179) announcement Code: No. 2021-085
Avic Jonhon Optronic Technology Co.Ltd(002179)
Announcement on the achievement of unlocking conditions in the first unlocking period of the company’s A-share restricted stock incentive plan (phase II)
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 actual number of restricted shares that can be listed and circulated this time is 10191852, accounting for 0.9266% of the total share capital of the company.
2. After handling the unlocking procedures and before listing and circulation of restricted stocks, the company will issue relevant prompt announcements. Please pay attention to them.
Avic Jonhon Optronic Technology Co.Ltd(002179) (hereinafter referred to as ” Avic Jonhon Optronic Technology Co.Ltd(002179) ” or “the company”) A-share restricted stock incentive plan (phase II) (hereinafter referred to as “incentive plan” or “this incentive plan”) ）The unlocking conditions in the first unlocking period have been met. After deliberation and approval at the 19th meeting of the sixth board of directors and the 14th meeting of the sixth board of supervisors, the 1147 incentive objects of the company can actually unlock a total of 10191852 restricted shares in the first unlocking period. The details are as follows:
1、 Brief description of the company’s A-share restricted stock incentive plan (phase II)
On November 18, 2019, the 31st meeting of the Fifth Board of directors The 23rd Meeting of the 5th board of supervisors deliberated and adopted the proposal on the draft of the company’s A-share restricted stock incentive plan (phase II) and its summary, the proposal on the measures for the implementation and assessment of the company’s restricted stock incentive plan, and the proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle the company’s A-share restricted stock incentive plan (phase II) proposal on relevant matters, and the independent directors expressed independent opinions on the incentive plan.
On December 6, 2019, the company received the reply on the second grant scheme of Avic Jonhon Optronic Technology Co.Ltd(002179) restricted stock incentive plan (Zi [2019] No. 54) from AVIC. The company’s restricted stock incentive plan (phase II) was approved by AVIC.
On December 9, 2019, the 32nd meeting of the 5th board of directors and the 24th Meeting of the 5th board of supervisors deliberated and adopted the proposal on the company’s A-share restricted stock incentive plan (phase II) (Revised Draft) and its summary, and the independent directors expressed independent opinions on the modification of the incentive plan.
On December 25, 2019, The third extraordinary general meeting of the company in 2019 deliberated and approved the proposal on the company’s A-share restricted stock incentive plan (phase II) (Draft Revision) and its summary, the proposal on the measures for the implementation and assessment of the company’s restricted stock incentive plan, and the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle the company’s A-share restricted stock incentive plan (phase II) proposal on relevant matters.
On December 26, 2019, The 33rd meeting of the 5th board of directors of the company deliberated and approved the proposal on granting restricted shares to the incentive objects of the company’s A-share restricted stock incentive plan (phase II). The independent directors and the board of supervisors expressed clear opinions on whether the grant conditions were met. The board of supervisors made a list of incentive objects of the company’s A-share restricted stock incentive plan (phase II) on the grant date (Revised Version) has been verified.
On January 15, 2020 and January 20, 2020, The company announced the announcement on the completion of share grant of A-share restricted stock incentive plan (phase II) on the designated information disclosure media, and handled the restricted stock plan for the board of directors according to the company’s A-share restricted stock incentive plan (phase II) (Revised Draft) and the general meeting of shareholders (phase II) to implement the authorization of relevant matters, the board of directors of the company completed the share grant and registration of the A-share restricted stock incentive plan (phase II), and the granted shares were listed on Shenzhen Stock Exchange on January 17, 2020. On March 27, 2020, the second meeting of the sixth board of directors of the company deliberated and adopted the proposal on repurchase and cancellation of some restricted shares 。 The second meeting of the sixth board of supervisors of the company considered the above proposal and verified the repurchase and cancellation of restricted shares held by some resigned equity incentive objects that have been granted but not unlocked. The independent directors of the company expressed independent opinions on this and determined that the above matters comply with the provisions of relevant laws and regulations. The lawyer gave corresponding legal opinions. On April 21, 2020, the 2019 annual general meeting of shareholders of the company deliberated and adopted the
Proposal on repurchase and cancellation of some restricted shares. On May 14, 2020, the company issued the announcement on the completion of repurchase and cancellation of restricted shares, which repurchased and cancelled 10000 restricted shares of one incentive object’s restricted stock incentive plan (phase II), and the repurchase price was 23.43 yuan / share.
On March 29, 2021, the 11th meeting of the sixth board of directors of the company deliberated and adopted the proposal on repurchase and cancellation of some restricted shares in the restricted stock incentive plan. The 9th meeting of the 6th board of supervisors of the company considered the above proposal and verified the repurchase and cancellation of some restricted shares held by equity incentive objects who participated in the incentive plan of subsidiaries, retired and resigned for personal reasons. The independent directors of the company expressed independent opinions on this and determined that the above matters comply with the provisions of relevant laws and regulations. The lawyer gave corresponding legal opinions. On April 21, 2021, the company’s 2020 annual general meeting of shareholders deliberated and adopted the above proposal. On June 4, 2021, the company issued the announcement on the completion of repurchase and cancellation of restricted shares, Repurchase and cancellation of restricted stock incentive plan for 54 incentive objects (phase II) 938625 restricted shares. The company will buy back and cancel the unlocked restricted shares of the incentive objects participating in the subsidiary incentive plan and retirement at the interest calculated by the grant price plus the time deposit interest rate published by the people’s Bank of China, that is, RMB 23.43/share plus the bank time deposit interest rate. The incentive objects who leave their jobs for personal reasons will be granted The repurchase price is 23.43 yuan / share.
On December 27, 2021, the 19th meeting of the 6th board of directors and the 14th meeting of the 6th board of supervisors of the company, The proposal on the achievement of unlocking conditions in the first unlocking period of the company’s A-share restricted stock incentive plan (phase II) was deliberated and adopted 。 Both the board of directors and the board of supervisors believe that the conditions for lifting the restrictions on the sale of restricted shares in the first lifting period set in the incentive plan have been achieved. The unlocking matters handled by the board of directors of the company have been authorized by the third extraordinary general meeting of shareholders of the company in 2019 and need not be submitted to the general meeting of shareholders of the company for deliberation.
2、 Description of achievement of unlocking conditions in the first unlocking period of A-share restricted stock incentive plan (phase II)
(i) The unlocking period has expired
According to the incentive plan, 24 months from December 26, 2019, the date on which restricted shares are granted to the incentive object, is the lock up period, 3 years from the day after the expiration of the lock up period (36 months) is the unlocking period of restricted shares. The first unlocking period is from the first trading day 24 months after the first granting date to the last trading day within 36 months from the first granting date. You can apply to unlock 33.3% of the total number of shares awarded. By December 26, 2021, the first unlocking period of restricted shares granted to incentive objects by the company has reached.
（2） Description of unlocking conditions
The company has reviewed the unlocking conditions agreed in the first unlocking period of the incentive plan. See the table below for details:
No. unlocking condition achievement
1. The company is not under any of the following circumstances:
(1) The financial accounting report of the latest fiscal year is registered as accountant
Auditors issue audit reports with negative opinions or unable to express opinions;
(2) Internal control over financial reporting for the most recent fiscal year was registered
1. If the accountant issues a negative opinion or is unable to express an opinion, the audit report company does not have the above situation, which meets the requirements
Report; Lock condition.
(3) Failure to comply with laws, regulations and public regulations within 36 months after listing
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.
2. The incentive object does not have any of the following situations:
(1) Within the last 12 months and within the year, it has been recognized by the stock exchange as not
Suitable person;
(2) Recognized by China Securities Regulatory Commission and its dispatched offices in the last 12 months
Be identified as inappropriate;
2 (3) within the last 12 months, the Chinese incentive object who has been motivated by major violations of laws and regulations has not had the above situation, and the full term is expired
The CSRC and its dispatched offices may impose administrative penalties or adopt market entry prohibition and sufficient unlocking conditions.
measures;
(4) Those who have the provisions of the company law shall not serve as directors of the company
The situation of senior managers;
(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
Shares attributable to listed companies in 2019
Net profit and attributable to listed companies
Performance conditions of restricted stock lock-in period: deduction of non recurring profits and losses by shareholders of the company
Net profit (respectively
During the lock-in period of restricted shares, RMB 1071086932.00 belongs to the shareholders of the listed company in each year
The net profit of 3 and the deduction of non recurring (RMB 1034124625.66) attributable to the shareholders of the listed company are both high
The net profit of profit or loss shall not be lower than that of the last three accounting years before the grant date
The average level of the year and shall not be negative. Degree (i.e. 2016-2018)
Average (respectively
836627670.29 yuan
No. unlocking condition achievement
781847109.03 yuan) and shall not be negative, meeting the performance conditions of the lock-in period; The net profit attributable to the shareholders of the listed company in 2020 and the net profit attributable to the shareholders of the listed company after deducting non recurring profits and losses (1439082431.84 yuan and 1379398036.26 yuan respectively) are higher than the average level of the last three fiscal years before the grant date (i.e. 2016-2018) (836627670.29 yuan and 781847109.03 yuan respectively) and shall not
