Securities code: Appotronics Corporation Limited(688007) securities abbreviation: Appotronics Corporation Limited(688007) Announcement No.: 2022015 Appotronics Corporation Limited(688007)
Announcement on granting reserved restricted shares to the incentive objects of the second phase of the restricted stock incentive plan in 2021
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear legal responsibility for the authenticity, accuracy and integrity of its contents according to law.
Important content tips:
Reserved partial restricted stock grant date: March 11, 2022
Number of reserved restricted shares granted: 2.1 million shares
Grant price of reserved restricted shares: 20.00 yuan / share, 23.00 yuan / share
Equity incentive method: the second type of restricted stock
Appotronics Corporation Limited(688007) (hereinafter referred to as “the company”) held the 8th meeting of the second board of directors on March 11, 2022, deliberated and adopted the proposal on granting reserved restricted shares to the incentive objects of the second phase of restricted stock incentive plan in 2021, The board of directors considered that the conditions for granting reserved restricted shares stipulated in the second phase of 2021 restricted stock incentive plan (Draft) (hereinafter referred to as the “incentive plan”) of the company had been met, and determined March 11, 2022 as the grant date to grant 2.1 million restricted shares to 9 incentive objects. The relevant matters are explained as follows:
1、 Restricted stock grants
(I) completed approval procedures and information disclosure
1. On September 30, 2021, the company held the third meeting of the second board of directors, The meeting deliberated and adopted proposals such as the proposal on the company’s second phase of restricted stock incentive plan in 2021 (Draft) and its summary, the proposal on the measures for the implementation and assessment of the company’s second phase of restricted stock incentive plan in 2021, and the proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to the second phase of restricted stock incentive plan in 2021. The independent directors of the company have expressed independent opinions on whether the incentive plan is conducive to the sustainable development of the company and whether there are circumstances damaging the interests of the company and all shareholders. On the same day, the company held the third meeting of the second board of supervisors, The proposal on the company’s second phase of restricted stock incentive plan in 2021 (Draft) and its summary, the proposal on the measures for the implementation and assessment of the company’s second phase of restricted stock incentive plan in 2021, and the proposal on the list of incentive objects of the company’s second phase of restricted stock incentive plan in 2021 were reviewed and approved, The board of supervisors of the company verified the relevant matters of the incentive plan and issued relevant verification opinions.
2. From September 30, 2021 to October 9, 2021, the company publicized the list of incentive objects of the incentive plan within the company. During the publicity period, the board of supervisors of the company did not receive any objection. On October 16, 2021, the company disclosed the statement of the board of supervisors on the publicity and review opinions of the list of incentive objects of the company’s phase II restricted stock incentive plan in 2021.
3. On October 25, 2021, the company held the fourth extraordinary general meeting of shareholders in 2021, The proposal on the company’s second phase of restricted stock incentive plan in 2021 (Draft) and its summary, the proposal on the measures for the assessment and management of the implementation of the company’s second phase of restricted stock incentive plan in 2021, and the proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to the second phase of restricted stock incentive plan in 2021 were reviewed and passed. The company’s implementation of the incentive plan is approved by the general meeting of shareholders, 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.
4. On December 7, 2021, the company held the sixth meeting of the second board of directors and the sixth meeting of the second board of supervisors, both of which considered and adopted the proposal on granting restricted shares to incentive objects for the first time. The independent directors of the company expressed independent opinions on the proposal and believed that the granting conditions had been met, the subject qualification of the incentive object was legal and effective, and the determined granting date met the relevant provisions. The board of supervisors verified the list of incentive objects on the grant date and issued verification opinions.
5. On March 11, 2022, the company held the eighth meeting of the second board of directors and the seventh meeting of the second board of supervisors, and deliberated and adopted the proposal on granting reserved restricted shares to the incentive objects of the second phase of 2021 restricted stock incentive plan. The independent directors of the company expressed their independent opinions on this, and believed that the granting conditions had been achieved, the subject qualification of the incentive object was legal and effective, and the determined granting date met the relevant provisions. The board of supervisors verified the list of incentive objects on the grant date and issued verification opinions.
(II) description of the board of directors on the satisfaction of the grant conditions of the incentive plan
According to the measures for the administration of equity incentive of listed companies (hereinafter referred to as the “measures”) and the relevant provisions of the company’s incentive plan (Draft), the board of directors of the company considers that the conditions for the grant of the reserved part stipulated in the incentive plan have been met, and determines that the date for the grant of the reserved part is March 11, 2022. The specific conditions for the grant are as follows:
1. The company is not under any of the following circumstances:
(1) The financial and accounting report of the most recent fiscal year is an audit report with a negative opinion or unable to express an opinion issued by a certified public accountant;
(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) Failure to distribute profits in accordance with laws and regulations, articles of association and public commitments within 36 months after listing;
(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) Being identified as an inappropriate candidate by the stock exchange within the last 12 months;
(2) In the last 12 months, it has been identified as an inappropriate candidate by the CSRC and its dispatched offices;
(3) Being administratively punished by the CSRC and its dispatched offices or taking market entry prohibition measures for major violations of laws and regulations in the last 12 months;
(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.
After careful verification, the board of directors of the company has determined that neither the company nor the incentive object has any of the above circumstances, and there are no other circumstances that cannot be granted or become the incentive object. The conditions for granting some restricted shares reserved in the incentive plan have been met.
(III) specific conditions of grant
1. Reserved grant date: March 11, 2022.
2. Number of reserved grants: 2.1 million shares, accounting for 0.46% of the current total share capital of 4527569 million shares
3. Reserved grant price: 20.00 yuan / share, 23.00 yuan / share
4. Reserved stock source: the company issues A-share common stock to the incentive object.
5. Number of persons granted: 9
6. Validity period, vesting period and vesting arrangement of incentive plan
(1) The incentive plan is valid from the date of granting restricted shares to the restricted shares granted to the incentive object
Up to 60 months from the date when all shares are vested or invalid.
(2) The restricted shares reserved for grant under the incentive plan shall be granted 12 months after the date of reserved grant, and
After the incentive object meets the corresponding attribution conditions, it will be attributed in batches according to the agreed proportion, and the attribution date must be the trading day,
But not during the following periods:
① If the announcement date of the company’s periodic report is delayed due to special reasons within 30 days before the announcement of the company’s periodic report, it shall be from
From 30 days before the original appointment announcement to 1 day before the announcement;
② Within 10 days before the announcement of the company’s performance forecast and performance express;
③ Since major events that may have a great impact on the trading price of the company’s shares and their derivatives
From the date of birth or the date of entering the decision-making procedure to 2 trading days after disclosure according to law;
④ Other periods prescribed by the CSRC and the Shanghai Stock Exchange.
The vesting period and arrangement of restricted shares reserved for grant are as follows:
Ownership period of reserved equity
Proportion of total granted interests
The reserved restricted shares shall be reserved for 50% from the first trading day after 12 months from the date of reserved grant
The last trading day within 24 months from the date of grant of the first vesting period
The reserved restricted shares shall be reserved for 50% from the first trading day after 24 months from the date of reserved grant
The second vesting period ends on the last trading day within 36 months from the date of grant
7. List of incentive objects and awards:
Proportion of the restricted grant price granted in sequence to the proportion of the restricted grant to the total number of job-related shares (yuan / share) of the name nationality of this incentive plan number and the total number of job-related shares (10000 shares) on the announcement date
1、 Directors, senior managers and core technicians
1 liang guanning, deputy general manager of China 60 23.00 5.71% 0.13%
2 Zhang Wei, director and deputy general manager of China 50 23.00 4.76% 0.11%
More than 3 new China core technicians 20 23.00 1.90% 0.04%
Subtotal 130-12.38% 0.29%
2、 Other incentive objects
20 23.00
7.62% and 0.18% of other personnel (6 persons) considered by the board of directors to be motivated
60 20.00
Total reserved part 210.00 20.00% 0.46%
Note: (1) the percentage calculation results in the above table are rounded to two decimal places.
(2) The shares of the company granted to any of the above incentive objects under the equity incentive plan within the validity period shall not exceed 1% of the total share capital of the company. The total number of shares involved in all equity incentive plans of the company within the validity period shall not exceed 10% of the total share capital of the company.
(3) The incentive objects of the 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.
2、 Impact of restricted stock grant on the company’s financial status and operating results
With reference to the application cases of share based payment standards – granting of restricted stocks issued by the accounting department of the Ministry of finance of the people’s Republic of China, the measurement of share based payment expenses for class II restricted stocks shall be implemented with reference to stock options. According to the relevant provisions of accounting standards for Business Enterprises No. 11 – share based payment and accounting standards for Business Enterprises No. 22 – recognition and measurement of financial instruments, the company chose the Black Scholes model to calculate the fair value of class II restricted stocks, and used the model to predict and calculate the 2.1 million class II restricted stocks reserved for grant on March 11, 2022. The specific parameters are as follows:
1. Target share price: 23.94 yuan / share;
2. The validity period is 12 months and 24 months respectively (the period from the reserved grant date of class II restricted shares to the vesting date of each period);
3. Historical volatility: 13.28% and 16.01% (using the volatility of Shanghai Composite Index in the last 12 and 24 months respectively);
4. Risk free interest rate: 1.50% and 2.10% (the benchmark interest rates of one-year and two-year deposits of financial institutions formulated by the people’s Bank of China are adopted respectively);
5. Dividend yield: 0.22% (using the average dividend yield of the company in the last two years).
The company determines the fair value of class II restricted shares on the reserved grant date in accordance with the accounting standards and relevant valuation instruments, and finally confirms the share based payment expenses of the incentive plan, which will be amortized according to the proportion of ownership arrangement during the implementation of the incentive plan. The incentive costs incurred by the incentive plan will be disbursed in the recurring profits and losses.
According to the requirements of Chinese accounting standards, the impact of class II restricted shares reserved for grant in the incentive plan on the accounting cost of each period is shown in the table below:
The total cost of reserved grant quantity is expected to be amortized in 2022, 2023 and 2024
(10000 shares)
