Securities code: Xiamen Intretech Inc(002925) securities abbreviation: Xiamen Intretech Inc(002925) Announcement No.: 2022027 Xiamen Intretech Inc(002925)
About restricted stock incentive plan in 2021 restricted stock
Announcement of the completion of the grant registration of the reserved part
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 source of restricted shares granted and registered this time is the company’s directional issuance of A-share common shares to incentive objects. The number of restricted shares granted is 546700, the number of people granted is 166, and the grant price is 16.84 yuan / share.
2. Listing date of restricted shares granted: Monday, March 14, 2022.
According to the measures for the administration of equity incentive of listed companies issued by the CSRC and the relevant rules of Shenzhen Stock Exchange and Shenzhen Branch of China Securities Depository and Clearing Corporation Limited, Xiamen Intretech Inc(002925) (hereinafter referred to as “the company”) completed the grant registration of reserved restricted shares involved in the restricted stock incentive plan in 2021 on March 9, 2022, The relevant information is hereby announced as follows:
1、 Relevant approval procedures and information disclosure performed
1. On January 4, 2021, the company held the fifth meeting of the Fourth Board of directors, The proposal on the company’s 2021 restricted stock incentive plan (Draft) and its summary, the proposal on the measures for the implementation and assessment of the company’s 2021 restricted stock incentive plan, and the proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive were reviewed and approved. The independent directors of the company expressed independent opinions on whether the restricted stock incentive plan in 2021 (hereinafter referred to as “the incentive plan”) is conducive to the sustainable development of the company and whether there is any situation damaging the interests of the company and all shareholders. On the same day, the company held the fifth meeting of the Fourth Board of supervisors, The proposal on the company’s 2021 restricted stock incentive plan (Draft) and its summary, the proposal on the measures for the implementation and assessment of the company’s 2021 restricted stock incentive plan, and the proposal on the list of some incentive objects granted by the company’s 2021 restricted stock incentive plan for the first time were reviewed and approved,
2. From January 6, 2021 to January 15, 2021, the company publicized the names and positions of the incentive objects to be granted for the first time through the internal publicity system. During the publicity period, the board of supervisors of the company did not receive any objection related to the proposed incentive objects of the incentive plan. On January 16, 2021, the board of supervisors of the company disclosed the review opinions and publicity statement of the board of supervisors on the list of some incentive objects granted by the company’s restricted stock incentive plan for the first time in 2021.
3. On January 21, 2021, the company held the first extraordinary general meeting of shareholders in 2021, The proposal on the company’s 2021 restricted stock incentive plan (Draft) and its summary, the proposal on the measures for the implementation and assessment of the company’s 2021 restricted stock incentive plan, and the proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive were reviewed and approved. The company’s implementation of the incentive plan is approved, and the board of directors is authorized to determine the grant date of restricted shares, grant restricted shares to incentive objects when incentive objects meet the conditions, and handle all matters necessary for the grant of restricted shares. On January 22, 2021, the board of directors of the company disclosed the announcement on the resolution of the first extraordinary general meeting of shareholders in 2021 and the self inspection report on the trading of the company’s shares by insiders and incentive objects of the company’s restricted stock incentive plan in 2021.
4. On January 21, 2021, the company held the 6th meeting of the 4th board of directors and the 6th meeting of the 4th board of supervisors, deliberated and approved the proposal on adjusting the list and number of incentive objects granted for the first time in the 2021 restricted stock incentive plan and the proposal on granting restricted shares to incentive objects of the 2021 restricted stock incentive plan for the first time. The independent directors of the company expressed independent opinions on the above proposal and believed that the conditions for the first grant had been achieved, the subject qualification of the incentive object was legal and effective, and the determined grant date met the relevant provisions. The board of supervisors verified the list of some incentive objects granted for the first time and issued verification opinions. On February 3, 2021, the company completed the grant registration of restricted shares whose shares come from fixed increase, and disclosed the announcement on the completion of the first grant registration of the 2021 restricted stock incentive plan (fixed increase part); On February 5, 2021, the company completed the grant registration of restricted shares whose shares came from repurchase, and disclosed the announcement on the completion of the first grant registration of the 2021 restricted stock incentive plan (repurchase part).
5. On April 22, 2021, the company held the 9th meeting of the 4th board of directors and the 9th meeting of the 4th board of supervisors, deliberated and adopted the proposal on the repurchase and cancellation of restricted shares that have been granted to some incentive objects of the restricted stock incentive plan in 2021 but have not been lifted. The independent directors of the company expressed independent opinions on relevant matters.
6. On May 12, 2021, the company held the third extraordinary general meeting of shareholders in 2021, deliberated and approved the proposal on the repurchase and cancellation of restricted shares that have been granted to some incentive objects of the restricted stock incentive plan in 2021 but have not been lifted, and disclosed the announcement on repurchase and cancellation of restricted shares, capital reduction and notification to creditors on May 13, 2021.
7. On July 31, 2021, the company disclosed the announcement on the completion of the repurchase and cancellation of some restricted shares in the restricted stock incentive plan in 2021. After examination and confirmation by Shenzhen Branch of China Securities Depository and Clearing Corporation, the company’s restricted stock repurchase and cancellation was completed on July 30, 2021. 8. On October 25, 2021, the company held the 14th meeting of the 4th board of directors and the 14th meeting of the 4th board of supervisors, deliberated and adopted the proposal on the repurchase and cancellation of restricted shares that have been granted to some incentive objects of the restricted stock incentive plan in 2021 but have not been lifted. The independent directors of the company expressed independent opinions on relevant matters.
9. On November 18, 2021, the company held the fourth extraordinary general meeting of shareholders in 2021, deliberated and approved the proposal on the repurchase and cancellation of restricted shares that have been granted to some incentive objects of the restricted stock incentive plan in 2021 but have not been lifted, and disclosed the announcement on repurchase and cancellation of restricted shares, capital reduction and notification to creditors on November 19, 2021.
10. On January 13, 2022, the company held the 17th meeting of the 4th board of directors and the 17th meeting of the 4th board of supervisors, deliberated and approved the proposal on adjusting the number of reserved restricted shares in the 2021 restricted stock incentive plan and the proposal on granting reserved restricted shares to the incentive objects of the 2021 restricted stock incentive plan. The independent directors of the company expressed independent opinions on the above proposal, and believed that the reserved grant conditions have been achieved, the subject qualification of incentive objects is legal and effective, and the determined grant date meets the relevant regulations. The board of supervisors verified the list of some incentive objects reserved and granted and issued verification opinions.
11. On March 4, 2022, the company disclosed the announcement on the completion of the repurchase and cancellation of some restricted shares in the restricted stock incentive plan in 2021. After examination and confirmation by Shenzhen Branch of China Securities Depository and Clearing Corporation Limited, the company completed the repurchase and cancellation of restricted shares on March 3, 2022. 2、 Reserved grant of restricted shares
(I) stock source: the company issues A-share common stock to the incentive object.
(II) grant price: 16.84 yuan / share.
(III) reserved grant date: January 14, 2022.
(IV) number of restricted shares granted: 546700 shares.
(V) grant object
The total number of incentive objects reserved for granting restricted shares in the incentive plan is 166. The incentive objects and distribution of restricted shares are as follows:
Proportion of the granted restricted shares to the total amount of capital stock to be granted and the reserved restrictions to be granted to the total number of shares in the category of incentive objects and the total number of institutional shares
(10000 shares) proportion
Middle management and core technology 54.67 100.00% 0.07% (business) backbone (166 people)
Note: 1. The shares of the company granted by any of the above incentive objects through all effective equity incentive plans do not exceed 1% of the total share capital of the company. The total number of subject shares involved in all effective incentive plans of the company shall not exceed 10% of the total share capital of the company.
2. The incentive objects of this incentive plan do not include independent directors, supervisors, shareholders or actual controllers who individually or jointly hold more than 5% of the shares of the company and their spouses, parents and children.
3. In the above table, if there is a difference in the mantissa between the sum of the total and each addend, it is due to “rounding” during calculation.
After the board of directors of the company decided to reserve the grant date of some restricted shares, in the process of subsequent capital verification and registration, 9 incentive objects voluntarily gave up 9200 shares of restricted shares to be granted by the company for personal reasons. Therefore, the number of incentive objects reserved for granting restricted shares was adjusted from 175 to 166, The number of reserved restricted shares granted was adjusted from 555900 shares to 546700 shares.
In addition, the actual granting of rights and interests is consistent with the matters related to the granting of reserved restricted shares considered and approved by the board of directors, and there is no other difference.
(VI) validity period, sales restriction period and lifting of sales restriction arrangement
1. The validity period of the restricted shares reserved and granted in the incentive plan is from the date of completion of the registration of the restricted shares reserved and granted to the date of lifting the restrictions on the sale or repurchase cancellation of all restricted shares, with a maximum of 37 months.
2. Restriction period and lifting of restriction arrangement
The restricted sale period of restricted shares reserved and granted in the incentive plan is 13 months and 25 months respectively from the date of completion of registration of restricted shares. The restricted shares granted to the incentive object under this incentive plan shall not be transferred, used for guarantee or debt repayment before the restriction is lifted.
After the expiration of the restriction, the company will handle the lifting of the restriction for the incentive objects who meet the conditions for lifting the restriction. The restricted shares held by the incentive objects who do not meet the conditions for lifting the restriction will be repurchased and cancelled by the company.
The release period of restricted shares reserved for grant and the release schedule of each period are shown in the table below:
Lifting of restrictions on sales arrangement lifting of restrictions on sales time lifting of restrictions on sales proportion
Restricted shares reserved for grant shall be granted within 13 months from the date of completion of the registration of restricted shares reserved for grant
From the first trading day after the first month of lifting the restriction on sales to the 50% of the restricted shares reserved for grant
The last trading day within 25 months from the date of completion of registration
The restricted shares reserved for grant shall be 25 months from the date of completion of the registration of the grant of restricted shares reserved for grant
From the first trading day of the second month after the lifting of the restriction on sales to 50% of the restricted shares reserved for grant
The last trading day within 37 months from the date of completion of registration
For the restricted shares that have not applied for the lifting of the restriction within the above agreed period or the restricted shares of this period that cannot be applied for the lifting of the restriction due to the failure to meet the conditions for the lifting of the restriction, the company will repurchase and cancel the corresponding restricted shares of the incentive object that have not been lifted according to the principles specified in this incentive plan.
The restricted shares granted to the incentive object, the shares obtained due to the conversion of capital reserve into share capital, stock dividend and share subdivision, shall be restricted at the same time, and shall not be sold in the secondary market or transferred in other ways. The release period of such shares is the same as that of restricted shares. If the company repurchases and cancels the restricted shares that have not been lifted, these shares will be repurchased and cancelled together.
3. During the period of lifting the restriction, in addition to meeting the conditions for the above incentive objects to be granted restricted shares, the following assessment conditions must be met before the restricted shares granted to the incentive objects can be lifted.
(1) Company level performance assessment requirements
The assessment year for the release of restrictions on the sale of some restricted shares reserved for grant in the incentive plan is two fiscal years from 2022 to 2023, one assessment in each fiscal year, and the performance assessment objectives of each year are shown in the table below:
Performance assessment objectives during the lifting of sales restrictions
The restricted shares reserved for grant shall be based on the average operating income from 2018 to 2020, and the growth rate of operating income in 2022 shall not be less than 50% of the first lifting period; The restricted shares reserved for grant shall be based on the average operating income from 2018 to 2020, and the growth rate of operating income in 2023 shall not be less than 60% in the second lifting period.
Note: the above “operating income” is subject to the audited consolidated statements of the company.
If the company’s performance appraisal fails to meet the above conditions, the restricted shares that can be lifted in the corresponding appraisal year of all incentive objects shall not be lifted and shall be repurchased and cancelled by the company.
(2) Performance appraisal requirements at individual level
At the same time, the number of restricted shares that can be lifted by the incentive object in the current year is linked to its personal performance appraisal in the previous year,
