Securities code: Ninestar Corporation(002180) securities abbreviation: Ninestar Corporation(002180) Announcement No.: 2022030 Ninestar Corporation(002180)
With regard to the announcement of granting restricted shares to the incentive objects of the restricted stock incentive plan in 2022, the company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, and are liable for false records, misleading statements or major omissions in the announcement.
Important content tips:
● stock source: RMB A-share common stock issued by the company to the incentive object
● restricted stock grant date: March 18, 2022
● grant price of restricted shares: 24.82 yuan / share
● number of restricted stock grants: 5112300 shares
● number of restricted stock grants: 445
Ninestar Corporation(002180) (hereinafter referred to as “the company”) held the 30th meeting of the 6th board of directors and the 24th Meeting of the 6th board of supervisors on March 18, 2022. The proposal on granting restricted shares to the incentive objects of the restricted stock incentive plan in 2022 was deliberated and adopted respectively. It was determined that March 18, 2022 was the first grant date and restricted shares were granted to the adjusted incentive objects. The relevant matters are explained as follows: I. brief description of the company’s restricted stock incentive plan in 2022
The company’s 2022 restricted stock incentive plan (Draft) (hereinafter referred to as “the incentive plan”) and its summary have been deliberated and adopted at the third extraordinary general meeting of shareholders in 2022. The main contents are as follows:
1. Source of underlying stock: the company’s RMB A-share common stock issued by the company to the incentive object. 2. Incentive objects granted: a total of 445 incentive objects are granted for the first time in this incentive plan, including directors, senior managers, middle-level managers, core backbone and other personnel deemed necessary by the board of directors of the company (including branches and subsidiaries) at the time of announcement of this incentive plan, excluding independent directors, supervisors, shareholders or actual controllers holding more than 5% of shares alone or in total and their spouses Parents and children.
3. Validity period, authorization date, restricted sale period, lifting of restricted sale arrangement and lock up period of restricted stock incentive plan (1) validity period
The term of validity of the restricted stock incentive plan is from the date of completion of the registration of the granting of restricted shares to the date when all the restricted shares granted to the incentive object are lifted or repurchased, and the maximum period shall not exceed 48 months.
(2) Authorization date
The granting date of the incentive plan shall be determined by the board of directors after the incentive plan is submitted to the general meeting of shareholders of the company for deliberation and approval. The board of directors shall grant restricted shares and complete the registration, announcement and other relevant procedures within 60 days after the approval of the general meeting of shareholders. If the above work is not completed within 60 days, the implementation of the incentive plan will be terminated and the non granted restricted shares will become invalid. According to the administrative measures, the period during which a listed company may not grant rights and interests shall not be counted within 60 days. The granting object of reserved restricted shares shall be defined within 12 months after the incentive plan is considered and approved by the general meeting of shareholders. If the incentive object is not defined for more than 12 months, the reserved restricted shares shall become invalid.
The grant date must be a trading day and shall not be the following inter district days:
1. Within 30 days before the announcement of the company’s annual report and semi annual report, if the announcement date is delayed due to special reasons, it shall be calculated from 30 days before the original scheduled announcement date;
2. Within ten days before the announcement of the company’s quarterly report, performance forecast and performance express;
3. From the date of major events that may have a great impact on the trading price of the company’s shares and their derivatives or the date of entering the decision-making process to the date of disclosure according to law;
4. Other periods stipulated by the CSRC and Shenzhen Stock Exchange.
(3) Restricted period
The restricted shares granted under the incentive plan shall be restricted for 12 months, 24 months and 36 months from the date of completion of grant registration. The restricted shares granted to the incentive object under the incentive plan shall not be transferred, used for guarantee or debt repayment before the restriction is lifted.
During the restricted sale period, the shares obtained by the incentive object from the conversion of capital reserve into share capital, stock dividend and share subdivision due to the granted restricted shares shall be restricted at the same time, and shall not be sold in the secondary market or transferred in other ways. The restricted sale period of these shares is the same as that of the restricted shares.
(4) Lifting the restriction arrangement
The release period of restricted shares granted for the first time in the incentive plan and the release schedule of each period are shown in the table below:
Release of sales restriction period release of sales restriction period arrangement proportion of release of sales restriction
The first release of the first grant shall be 12 months from the date of completion of the registration of the first grant of restricted shares
40% from the first trading day after the restricted sale period to the first grant registration of restricted shares
The last trading day within 24 months from the completion date
The second period of the first grant shall be 24 months from the date of completion of the registration of the first grant of restricted shares
40% from the first trading day after the restricted sale period to the first grant registration of restricted shares
The last trading day within 36 months from the completion date
The third period of the first grant shall be 36 months from the date of completion of the registration of the first grant of restricted shares
20% from the first trading day after the restricted sale period to the first grant registration of restricted shares
The last trading day within 48 months from the completion date
If the restricted shares reserved for grant are granted in 2022, the time arrangement for the release of restrictions and the release of restrictions in each period of the restricted shares reserved for grant is consistent with that of the restricted shares granted for the first time.
If the restricted shares reserved for grant are granted in 2023, the time schedule for the lifting of restrictions on the sale of restricted shares reserved for grant and the lifting of restrictions in each period are shown in the table below:
Release of sales restriction period release of sales restriction period arrangement proportion of release of sales restriction
The first release of reserved grant shall be 12 months from the date of completion of registration of reserved grant of restricted shares
Except from the first trading day after the restricted sale period to 50% of the reserved grant registration of restricted shares
The last trading day within 24 months from the completion date
The second release of reserved grant shall be 24 months from the date of completion of registration of reserved grant of restricted shares
Except from the first trading day after the restricted sale period to 50% of the reserved grant registration of restricted shares
The last trading day within 36 months from the completion date
(5) Lock up period
The lock up period refers to the time period during which the restricted shares obtained by the incentive object are sold after the restriction is lifted.
The prohibition provisions of this restricted stock incentive plan shall be implemented in accordance with the provisions of the company law, the securities law and other relevant laws, regulations, normative documents and the articles of association. The specific contents are as follows:
1. If the incentive objects are directors and senior managers of the company, the shares they transfer each year during their term of office shall not exceed 25% of the total shares of the company they hold, and they shall not transfer the shares of the company they hold within half a year after their resignation.
2. If the incentive objects are directors and senior managers of the company and their spouses, parents and children, they will sell their shares of the company within 6 months after buying, or buy them again within 6 months after selling, and the income from this will belong to the company, and the board of directors of the company will recover their income.
3. The incentive object’s reduction of the company’s shares shall also comply with the provisions on the reduction of shares held by shareholders, directors, supervisors and senior managers of listed companies, the detailed rules for the implementation of the reduction of shares held by shareholders, directors, supervisors and senior managers of listed companies of Shenzhen Stock exchange, and the self regulatory guidance No. 10 of listed companies of Shenzhen Stock Exchange – management of share changes. 4. During the validity period of this incentive plan, if the relevant provisions on the transfer of shares held by the company’s directors and senior managers in the company law, the securities law and other relevant laws, regulations, normative documents and the articles of association have changed, the transfer of the company’s shares held by these incentive objects shall comply with the revised relevant provisions at the time of transfer.
4. The restrictions on the sale of restricted shares in this incentive plan shall be lifted
(1) Company level assessment requirements
1. The incentive plan will conduct annual performance evaluation in the three fiscal years from 2022 to 2024, and determine the proportion of lifting sales restrictions at the company level (m) according to the results of performance evaluation.
2. The annual performance assessment requirements for the restricted shares granted for the first time are as follows:
Score of lifting limit (x): 0 points, 60 points, 100 points
Sales arrangement performance evaluation indicators
40% the net profit of the company in 2022 is less than 45.00% 45.00% ≤ a 60.00% a ≥ 60.00% compared with 2021 a
Annual growth rate (a) ≥ 60.00%
40% the net profit of the company in 2023 is lower than that of 2021 a ＜ 90.00% 90.00% ≤ a ＜ 116.00% a ≥ 116.00%
Annual growth rate (a) ≥ 116.00%
20% the net profit of the company in 2024 is less than 166.00% 166.00% compared with 2021 a ≤ a 196.00% a ≥ 196.00%
Annual growth rate (a) ≥ 196.00%
Note: 1. The above net profit of the company in 2021 includes 39.31% of the net profit attributable to the listed company from January to September 2021 and 100% of the net profit from October to December 2021. 2. The above indicators of net profit growth rate take the net profit attributable to the listed company as the calculation basis, and exclude the impact of share based payment expenses of the incentive plan. 3. If the restricted shares reserved for grant are granted in 2022, the annual performance assessment requirements of the restricted shares reserved for grant are consistent with those of the restricted shares granted for the first time.
If the restricted shares reserved for grant are granted in 2023, the annual performance assessment requirements of the restricted shares reserved for grant are as follows:
Score of lifting limit (x): 0 points, 60 points, 100 points
Sales arrangement performance evaluation indicators
50% the net profit of the company in 2023 is lower than that of 2021 a ＜ 90.00% 90.00% ≤ a ＜ 116.00% a ≥ 116.00%
Annual growth rate (a) ≥ 116.00%
50% the net profit of the company in 2024 is lower than that of 2021 a ＜ 166.00% 166.00% ≤ a ＜ 196.00% a ≥ 196.00%
Annual growth rate (a) ≥ 196.00%
Note: 1. The above net profit of the company in 2021 includes 39.31% of the net profit attributable to the listed company from January to September 2021 and 100% of the net profit from October to December 2021. 2. The above indicators of net profit growth rate take the net profit attributable to the listed company as the calculation basis, and exclude the impact of share based payment expenses of the incentive plan. The score of the net profit growth rate (a) of the company in each assessment year is (x), and the proportion of the company level performance assessment lifting the restriction (m) corresponding to the company level performance assessment score (x) is shown in the following table:
Company level performance assessment score (x) range company level performance assessment lifting restriction ratio (m)
X = 0 point 0
X = 60 points 70%
X = 100 points 100%
(2) Individual level assessment requirements for incentive objects
The individual level assessment of incentive objects shall be organized and implemented in accordance with the relevant provisions of the company’s current salary and assessment. The individual level performance appraisal rating is divided into five grades. According to the individual level performance appraisal rating, the individual level performance appraisal lifting restriction proportion (n) is determined. The specific appraisal requirements are as follows:
Individual level performance appraisal rating individual level performance appraisal lifting restriction ratio (n)
A
A- 100%
B
B-
