Securities code: Sinoma International Engineering Co.Ltd(600970) securities abbreviation: Sinoma International Engineering Co.Ltd(600970) Announcement No.: pro 2022036 bond Code: 188717 bond abbreviation: 21 Guogong 01
Sinoma International Engineering Co.Ltd(600970)
About the incentive objects of the company’s restricted stock incentive plan in 2021
Announcement of the first grant of restricted shares
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 individual and joint liabilities for the authenticity, accuracy and completeness of its contents. Important content tips:
\uf09f restricted stock grant date: March 24, 2022
\uf09f number of restricted shares granted: 48.383 million shares
\uf09f grant price of restricted shares: 5.97 yuan / share
The restricted stock grant conditions specified in the Sinoma International Engineering Co.Ltd(600970) 2021 restricted stock incentive plan (Revised Draft) (hereinafter referred to as the “incentive plan (Revised Draft)” and the “incentive plan”) have been fulfilled. According to the authorization of the third extraordinary general meeting of shareholders in 2022 of Sinoma International Engineering Co.Ltd(600970) (hereinafter referred to as the “company”), the, On March 24, 2022, the company held the 14th (temporary) meeting of the 7th board of directors and the 14th meeting of the 7th board of supervisors, deliberated and adopted the proposal on adjusting the list and number of rights and interests of the incentive objects first granted by the company’s restricted stock incentive plan in 2021, and the proposal on granting restricted shares to the incentive objects of the company’s restricted stock incentive plan in 2021 for the first time, The granting date of restricted shares is determined to be March 24, 2022, as follows:
1、 Grant of restricted shares
(I) relevant approval procedures and information disclosure performed
1. On December 20, 2021, the company held the 10th meeting (Interim) of the seventh board of directors, deliberated and adopted the company’s 2021 restricted stock incentive plan (Draft) and its summary, the company’s 2021 restricted stock incentive plan management measures, the company’s 2021 restricted stock incentive plan implementation assessment management measures Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s restricted stock incentive plan in 2021 and other relevant proposals. The independent directors of the company express independent opinions on whether 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 10th meeting of the 7th board of supervisors, which deliberated and approved the company’s 2021 restricted stock incentive plan (Draft) and its summary, the company’s 2021 restricted stock incentive plan management measures, the company’s 2021 restricted stock incentive plan implementation assessment management measures, the company’s 2021 restricted stock incentive plan first granted incentive object list and other relevant proposals.
2. On February 18, 2022, the company held the 12th meeting (Provisional) of the seventh board of directors, which deliberated and adopted the company’s 2021 restricted stock incentive plan (Revised Draft) and its abstract, the company’s 2021 restricted stock incentive plan management measures (Revised Draft), and the company’s 2021 restricted stock incentive plan implementation assessment management measures (Revised Draft). The independent directors of the company express independent opinions on whether 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 12th meeting of the 7th board of supervisors, deliberated and adopted the company’s 2021 restricted stock incentive plan (Revised Draft) and its abstract, the company’s 2021 restricted stock incentive plan management measures (Revised Draft), and the company’s 2021 restricted stock incentive plan implementation assessment management measures (Revised Draft) List of incentive objects first granted by the company’s restricted stock incentive plan in 2021 (Revised Version).
3. On March 1, 2022, the company issued the announcement of Sinoma International Engineering Co.Ltd(600970) on the approval of the 2021 restricted stock incentive plan by the state owned assets supervision and Administration Commission of the State Council (temporary 2022019), and the company received the reply of the state owned assets supervision and Administration Commission of the State Council (hereinafter referred to as “the state owned assets supervision and Administration Commission”) on Sinoma International Engineering Co.Ltd(600970) implementation of the restricted stock plan (Guo Zi kaofen [2022] No. 60) forwarded by China Building Materials Group Co., Ltd, SASAC agrees in principle that the company will implement the restricted stock incentive plan.
4. From February 22, 2022 to March 3, 2022, the company publicized the names and positions of the incentive objects to be granted this time. As of the expiration of the publicity period, the board of supervisors of the company has not received any objection from any employee to the list of proposed incentive objects; On March 9, 2022, the company disclosed the verification opinions and publicity statement of the board of supervisors on the list of incentive objects first granted by the company’s restricted stock incentive plan in 2021.
5. On March 16, 2022, the third extraordinary general meeting of the company in 2022 reviewed and approved the company’s 2021 restricted stock incentive plan (Revised Draft) and its abstract, the company’s 2021 restricted stock incentive plan management measures (Revised Draft), the company’s 2021 restricted stock incentive plan implementation assessment management measures (Revised draft) Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s restricted stock incentive plan in 2021. The company’s implementation of the incentive plan was approved, and the board of directors was authorized to determine the grant date of restricted shares, grant restricted shares to incentive objects when meeting the conditions, and handle all matters necessary for the grant of restricted shares, and disclosed the self inspection report on insider trading of company shares in 2021 restricted stock incentive plan.
6. On March 24, 2022, the company held the 14th meeting (temporary) of the 7th board of directors and the 14th meeting of the 7th board of supervisors, which deliberated and approved the proposal on adjusting the list of incentive objects and the number of rights and interests granted for the first time by the company’s 2021 restricted stock incentive plan and the proposal on granting restricted shares to the incentive objects of the company’s 2021 restricted stock incentive plan for the first time. The independent directors of the company issued independent opinions, and the board of supervisors issued verification opinions, believing that the conditions for the first grant of restricted shares have been met, the subject qualification of the granted incentive object is legal and valid, and the determined grant date meets the relevant regulations.
(II) statement of the board of directors on meeting the grant conditions
In accordance with the measures for the administration of equity incentive of listed companies (hereinafter referred to as the “measures”) and the Trial Measures for the implementation of equity incentive by state-controlled listed companies (within China) (Guo Zi FA FA FA FA FA FA FA Fa [2006] No. 175) (hereinafter referred to as the “Trial Measures”) The board of directors of the company has carefully verified the notice on issues related to regulating the implementation of equity incentive system by state-owned holding listed companies (Guo Zi FA FA FA FA FA Fa [2008] No. 171) (hereinafter referred to as the “notice”), the guidelines for the implementation of equity incentive by listed companies controlled by central enterprises (Guo Zi kaofen [2020] No. 178) (hereinafter referred to as the “guidelines”) and the relevant provisions of this incentive plan, It is considered that the grant conditions specified in the incentive plan have been met.
The specific conditions of 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 the last 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.
3. Requirements for individual performance appraisal of incentive objects
The individual performance appraisal of the incentive object in 2020 is good or above.
In conclusion, the board of Directors believes that the conditions for the first grant of restricted shares have been met and agrees to grant restricted shares to incentive objects who meet the conditions for grant.
(III) this grant
1. First grant date of restricted shares: March 24, 2022
2. Number of shares granted for the first time: 48.383 million shares granted for the first time
3. Number of persons granted for the first time: 198
4. Initial grant price of restricted stock: 5.97 yuan / share
5. Stock source: the company issues A-share common stock to the incentive object.
6. The validity period, restricted sale period and lifting of restricted stock incentive plan:
The validity period of this plan shall be no more than 72 months from the date when the registration of the first grant of restricted shares is completed to the date when all the restricted shares granted to the incentive object are lifted or repurchased. The sales restriction period of the restricted shares granted by the incentive plan for the first time is 24 months, 36 months and 48 months respectively from the date of completion of the registration of the corresponding restricted shares granted. During the restricted sale period, the restricted shares granted to the incentive object under the plan shall be restricted and shall not be transferred, used for guarantee or debt repayment. The shares obtained by the incentive object from the conversion of capital reserve into share capital, distribution of stock dividends, stock subdivision and other shares due to the granted restricted shares that have not yet been lifted shall be locked in accordance with the plan. After the restriction is lifted, 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 granted for the first time in the incentive plan and the release schedule of each period are shown in the table below:
Number of sales restrictions that can be lifted proportion of the time of lifting restrictions in the number of granted rights and interests
The first grant is the first trading day after 24 months from the date of completing the registration of the first grant
The last 33% within 36 months from the first release period to the date of completion of registration of the first grant
End of trading day
The first grant is the first trading day after 36 months from the date of completing the registration of the first grant
The last 33% within 48 months from the second release period to the date of completion of registration of the first grant
End of trading day
The first grant is the first trading day after 48 months from the date of completing the registration of the first grant
The last 34% within 60 months from the third release period to the date of completion of registration of the first grant
End of trading day
7. The distribution of restricted shares granted for the first time among incentive objects is shown in the following table: (the calculation results of the following percentages are rounded to two decimal places)
Name position proportion of restricted shares granted in the proportion of restricted shares granted in the total amount of the company (10000 shares) proportion of share capital
Liu Yan party secretary and chairman 36.57 0.63% 0.02%
Yin Zhisong, director, President and Deputy Secretary of the Party committee 31.40 0.54% 0.01%
Sui Tongbo vice president 24.58 0.42% 0.01%
Wang Yuan, vice president and chief financial officer 24.74 0.42% 0.01%
Guo Zhengyong, vice president 24.76 0.42% 0.01%
Vice president he Xiaolong 31.13 0.53% 0.01%
Fan Liting, Secretary of the board of directors and general counsel
Core management, business and technical backbone 464492 79.56% 2.09% (191 people)
Reserve 100000 17.13% 0.45%
