Securities code: 002615 securities abbreviation: Zhejiang Haers Vacuum Containers Co.Ltd(002615) Announcement No.: 2021-093 bond Code: 128073 bond abbreviation: Harbin convertible bond
Zhejiang Haers Vacuum Containers Co.Ltd(002615)
About 2020 restricted stock incentive plan
Announcement of completion of reservation grant registration
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:
Listing date of reserved restricted shares granted this time: December 31, 2021
The registered number of reserved restricted shares granted this time: 1.93 million shares, accounting for 0.47% of the total share capital of the listed company before the grant
The grant price of reserved restricted shares granted this time: 2.90 yuan / share
Total number of reserved restricted shares granted this time: 15
Zhejiang Haers Vacuum Containers Co.Ltd(002615) (hereinafter referred to as "the company") convened the 12th meeting of the 5th board of directors and the 7th Meeting of the 5th board of supervisors on October 27, 2021, deliberated and adopted the proposal on granting reserved restricted shares to incentive objects, and agreed that the reserved granting date of restricted shares was November 1, 2021, Grant 1.93 million restricted shares to 15 incentive objects who meet the grant conditions. Now, after the review and confirmation of Shenzhen Stock Exchange and Shenzhen Branch of China Securities Depository and Clearing Co., Ltd., the company has completed the grant registration of some reserved restricted shares involved in the 2020 restricted stock incentive plan (Draft) (hereinafter referred to as the "incentive plan"). In accordance with the measures for the administration of equity incentive of listed companies issued by the CSRC, the relevant rules of Shenzhen Stock Exchange and Shenzhen Branch of China Securities Depository and Clearing Co., Ltd., the relevant contents are hereby announced as follows:
1、 Relevant approval procedures have been performed for this equity incentive plan
1. On October 16, 2020, the company held the second meeting of the Fifth Board of directors, which deliberated and adopted the
<2020 年限制性股票激励计划（草案）>
And its abstract
<2020年限制性股票激励计划实施考核管理办法>
And the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive. The related directors have avoided voting when considering relevant proposals, and the independent directors of the company have expressed their independent opinions.
2. On October 16, 2020, the company held the second meeting of the Fifth Board of supervisors, which deliberated and adopted the
<2020 年限制性股票激励计划（草案）>
And its abstract
<2020年限制性股票激励计划实施考核管理办法>
Proposal on verification
<2020 年限制性股票激励计划首次授予部分激励对象名单>
The motion of the.
3. From October 19, 2020 to October 28, 2020, the company publicized the names and positions of the proposed incentive objects in the company. 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 October 29, 2020, the board of supervisors of the company issued the review opinions and publicity statement of the board of supervisors on the list of incentive objects of the company's 2020 restricted stock incentive plan.
4. On November 3, 2020, the company held the fourth extraordinary general meeting of shareholders in 2020 through the combination of on-site voting and online voting, and through the collection of voting rights and entrusted voting by independent directors, and deliberated and adopted the
<2020 年限制性股票激励计划（草案）>
And its abstract
<2020年限制性股票激励计划实施考核管理办法>
And the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive, and disclosed the self inspection report on the trading of shares of the company by insiders with inside information of the 2020 restricted stock incentive plan.
5. On November 25, 2020, the company held the fourth meeting of the Fifth Board of directors and the fourth meeting of the Fifth Board of supervisors, deliberated and adopted the proposal on granting restricted shares to incentive objects for the first time, and related directors have avoided voting when deliberating relevant proposals. The independent directors of the company expressed their independent opinions, and the board of supervisors verified the list of incentive objects granted restricted shares for the first time. The board of directors and the board of supervisors of the company believe that the grant conditions have been met, the subject qualification of incentive objects is legal and effective, and the determined grant date meets the relevant provisions. 6. On December 25, 2020, after the review and confirmation of Shenzhen Stock Exchange and Shenzhen Branch of China Securities Depository and Clearing Co., Ltd., the company completed the grant registration of some restricted shares granted for the first time involved in the incentive plan. The stock registration date of the first grant of the incentive plan is December 25, 2020, and 7731000 restricted shares are registered for the first time.
7. On April 27, 2021, the company held the 8th meeting of the 5th board of directors and the 5th meeting of the 5th board of supervisors, deliberated and adopted the proposal on repurchase and cancellation of 2020 restricted shares granted to some incentive objects but not unlocked. The company agreed to repurchase and cancel 860000 shares of restricted shares granted but not yet lifted held by three resigned incentive objects, with a repurchase price of 2.90 yuan / share. The independent directors and the board of supervisors of the company agreed with this.
8. On May 21, 2021, the company held the 2020 annual general meeting of shareholders, deliberated and approved the proposal on repurchase and cancellation of 2020 restricted shares granted to some incentive objects but not unlocked. On May 22, 2021, the company disclosed the announcement on repurchase and cancellation of 2020 restricted shares granted but not unlocked to some incentive objects, reduction of registered capital and notification to creditors. Within 45 days from the announcement date, the company did not receive any request from creditors for guarantee or debt repayment.
9. On October 27, 2021, the company held the 12th meeting of the 5th board of directors and the 7th Meeting of the 5th board of supervisors respectively, deliberated and adopted the proposal on granting reserved restricted shares to incentive objects, and related directors have avoided voting when deliberating relevant proposals. The independent directors of the company expressed their independent opinions, and the board of supervisors verified the list of incentive objects granted restricted shares this time. The board of directors and the board of supervisors of the company believe that the grant conditions have been met, the subject qualification of incentive objects is legal and effective, and the determined grant date meets the relevant provisions.
10. On December 1, 2021, the company held the 13th meeting of the 5th board of directors and the 8th meeting of the 5th board of supervisors respectively, and deliberated and adopted the
<2020年限制性股票激励计划（草案修订稿）及其摘要>
Proposal on
<2020年限制性股票激励计划实施考核管理办法（修订稿）>
The related directors have avoided voting when considering relevant proposals, and the independent directors of the company have expressed their independent opinions.
11. On December 17, 2021, the company held the fifth extraordinary general meeting of shareholders in 2021 through the combination of on-site voting and online voting, and deliberated and adopted the
<2020 年限制性股票激励计划（草案修订稿）及其摘要>
Proposal on
<2020 年限制性股票激励计划实施考核管理办法（修订稿）>
The motion of the.
2、 Specific conditions of reserved grant of restricted shares
(i) Grant date: November 1, 2021
（2） Number of shares granted: 1.93 million
（3） Grant price: 2.90 yuan / share
（4） Stock source: the company's A-share common stock issued by the company to the incentive object
（5） The list of incentive objects and the actual subscription quantity are shown in the table below:
Serial number name the proportion of restricted shares granted by position in the proportion of reserved restricted shares granted in the current number of shares (10000 shares) of the company and the proportion of the total amount of the company
1 Wu Zifu, director and President 8035.40% 0.19%
2 Hu Yuchao, Secretary of the board of directors 73.10% 0.02%
Middle management and core backbone personnel (13 persons) 10646.90% 0.26%
Total 19385.40% 0.47%
Note: the convertible corporate bonds issued by the company (bond abbreviation: Hal convertible bonds, bond Code: 128073) will be issued in 2020
The share conversion period entered on February 28, 2012, and the total share capital involved in the above table is calculated according to the total share capital of the company as of December 28, 2021
calculation.
（6） Explanation on the consistency between the restricted shares granted to the incentive object and the deliberation of the previous board of directors of the company
On October 27, 2021, the 12th meeting of the 5th board of directors and the 7th Meeting of the 5th board of supervisors of the company
The meeting deliberated and adopted the proposal on granting reserved restricted shares to incentive objects, and agreed to 2021
November 1, 2014 was the grant date, and 1.93 million restricted shares were granted to 15 incentive objects.
The list of incentive objects and the number of restricted shares granted and registered this time are consistent with those considered and approved by the previous board of directors of the company.
（7） The validity period, sales restriction period and release arrangement of the incentive plan
The validity period of the incentive plan shall be from the date of completion of the registration of the grant of restricted shares to the date of completion of the cancellation of all restricted shares or repurchase, with a maximum of 72 months.
The restricted shares reserved for grant by the incentive object of the incentive plan shall be restricted for 24 months, 36 months and 48 months from the date of completion of grant registration.
The release period of restricted shares granted under the incentive plan and the release schedule of each period are as follows:
Release of restriction arrangement release of restriction time release of restriction proportion
The restricted shares reserved for grant shall be issued on the first day after 24 months from the date of completion of registration of reserved grant
30% within 36 months from the trading date of the first lifting of the restriction period to the date of completion of reservation grant registration
Ending on the last trading day within
The restricted shares reserved for grant shall be issued on the first day after 36 months from the date of completion of registration of reserved grant
30% within 48 months from the trading date of the second lifting of the restriction period to the date of completion of reservation grant registration
Ending on the last trading day within
The first 40% of the restricted shares reserved for grant after 48 months from the date of completion of registration of reserved grant
60 months from the trading date of the third lifting of the sales restriction period to the date of completion of reservation grant registration
Ending on the last trading day within
（8） Conditions for the release of restricted shares:
1. Company level performance assessment requirements
The annual performance assessment objectives of restricted shares reserved for grant are shown in the table below:
Performance assessment objectives during the lifting of sales restrictions
The first release period of the reserved grant is fixed as 2019, and the net profit growth rate in 2021 is not less than 145%
The second release period of the reserved grant is determined to be 2019, and the net profit growth rate in 2022 will not be less than 220%
The third release period is reserved and granted, with a net profit growth rate of no less than 316% in 2023 compared with 2019
Note: "net profit" is based on the net profit attributable to the shareholders of the listed company in the audited consolidated statements of the accounting firm, but is calculated based on the value excluding the impact of equity incentive expenses.
On the date of lifting the sales restriction, the company will handle the lifting of the sales restriction for the incentive objects who meet the conditions for lifting the sales restriction. If the restricted shares of the current year cannot be lifted due to the company's failure to meet the above performance assessment objectives, the company will repurchase and cancel the restricted shares in accordance with the provisions of the incentive plan, The repurchase price is the sum of the grant price and the bank's time deposit interest in the same period.
2. Performance assessment requirements at individual level
After the performance appraisal at the company level reaches the standard, the individual performance of the incentive object shall be evaluated, and the actual sales restriction amount of the incentive object shall be determined according to the performance appraisal results. The actual sales restriction amount of the individual in the current year = the planned sales restriction amount of the individual in the current year * the individual coefficient. At that time, the individual coefficient shall be determined according to the following table:
Performance score (s) 80 ≤ S70 ≤ s ＜ 8060 ≤ s ＜ 70s ＜ 60
Personal coefficient 100% 80% 65% 0%
The restricted shares of the incentive object that cannot be lifted due to the non-compliance of personal performance appraisal in the current year shall be repurchased and cancelled by the company, and the repurchase price shall be the grant price.
3、 Capital verification of subscription funds reserved for granted shares in the incentive plan
Tianjian Certified Public Accountants (special general partnership) issued the Zhejiang Haers Vacuum Containers Co.Ltd(002615) capital verification report (tianjianyan [2021]) on December 20, 2021
