Securities code: Kennede Electronics Mfg.Co.Ltd(002723) securities abbreviation: Kennede Electronics Mfg.Co.Ltd(002723) announcement Code: 2022052 Kennede Electronics Mfg.Co.Ltd(002723)
Suggestive announcement on the release of restricted shares in the third release period of restricted shares granted for the first time and the release of restricted shares in the second release period of reserved restricted shares in the stock option and restricted stock incentive plan in 2018
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:
◆ there are 56 incentive objects involved in the application for lifting the restrictions on the sale of restricted shares. The number of shares that can be lifted is 2832200 shares, accounting for 0.8920% of the current total share capital of the company. The actual number of restricted shares that can be listed and circulated is 1940400 shares, accounting for 0.6111% of the current total share capital of the company.
◆ the date on which the restricted shares can be listed and circulated this time is April 8, 2022.
Kennede Electronics Mfg.Co.Ltd(002723) (hereinafter referred to as "the company") deliberated and adopted the proposal on the completion of the third lifting period of the company's 2018 stock option and restricted stock incentive plan to grant restricted shares for the first time and the lifting of the conditions for the lifting of the restrictions on sales at the 31st meeting of the Fifth Board of directors held on March 29, 2022 According to the proposal on the achievement of the conditions for the release of restricted shares in the second release period of the company's stock option and restricted stock incentive plan in 2018, the conditions for the release of restricted shares in the third release period and the second release period of restricted shares granted by the company's stock option and restricted stock incentive plan in 2018 (hereinafter referred to as the "incentive plan") for the first time have been met, The number of shares of the company's 56 incentive objects that have lifted the restriction on sales is 2832200. The relevant matters are hereby announced as follows:
1、 Brief introduction and implementation of incentive plan
1. On November 6, 2018, the company held the 15th meeting of the 4th board of directors, deliberated and passed the proposal on Kennede Electronics Mfg.Co.Ltd(002723) measures for the administration of the implementation of the 2018 stock option and restricted stock incentive plan and the proposal on requesting the general meeting of shareholders of the company to authorize the board of directors to handle matters related to equity incentive; Independent directors of the company expressed independent opinions.
2. On November 6, 2018, the company held the 10th meeting of the 4th board of supervisors, deliberated and adopted the proposal on Kennede Electronics Mfg.Co.Ltd(002723) 2018 stock option and restricted stock incentive plan (Draft) and its summary, and the proposal on Kennede Electronics Mfg.Co.Ltd(002723) 2018 stock option and restricted stock incentive plan implementation and assessment management measures Proposal on verifying the list of incentive objects of the company's 2018 stock option and restricted stock incentive plan.
3. From November 7, 2018 to November 17, 2018, the company publicized the names and positions of the list of incentive objects in the company. During the publicity period, the board of supervisors of the company did not receive any objection related to the incentive objects proposed in the incentive plan. On November 19, 2018, the board of supervisors of the company issued the announcement and verification opinions of Kennede Electronics Mfg.Co.Ltd(002723) board of supervisors on the list of incentive objects of 2018 stock option and restricted stock incentive plan.
4. On November 28, 2018, the company held the second extraordinary general meeting of shareholders in 2018, which deliberated and approved the proposal on Kennede Electronics Mfg.Co.Ltd(002723) 2018 stock option and restricted stock incentive plan (Draft) and its summary, and the proposal on Kennede Electronics Mfg.Co.Ltd(002723) 2018 stock option and restricted stock incentive plan implementation assessment management measures Proposals such as the proposal on requesting the general meeting of shareholders of the company to authorize the board of directors to handle matters related to equity incentive, and disclosed the self inspection report of Kennede Electronics Mfg.Co.Ltd(002723) on the trading of shares of the company by insiders with inside information of stock option and restricted stock incentive plan in 2018.
5. On November 28, 2018, the company held the 16th meeting of the 4th board of directors and the 11th meeting of the 4th board of supervisors, which deliberated and adopted the proposal on granting stock options and restricted shares to incentive objects for the first time. And disclosed the announcement on the completion of grant registration on December 18, 2018. In 2018, 41 incentive objects were granted a total of 4.27 million restricted shares for the first time. The grant date was November 28, 2018 and the stock listing date was December 20, 2018.
6. On April 26, 2019, the company held the 22nd Meeting of the 4th board of directors and the 14th meeting of the 4th board of supervisors, deliberated and approved the proposal on repurchase and cancellation of some restricted shares and amendment of the articles of association, repurchased and cancelled a total of 310000 restricted shares granted but not unlocked by three resignation incentive objects. The independent directors of the company expressed their independent opinions.
7. On May 20, 2019, the company held the 2018 annual general meeting of shareholders, deliberated and approved the proposal on repurchase and cancellation of some restricted shares and amendment of the articles of association, and disclosed the creditor's announcement on repurchase and cancellation of some restricted shares and reduction of registered capital. It also disclosed the announcement on the completion of the repurchase and cancellation of restricted shares on July 17, 2019. After examination and confirmation by Shenzhen Branch of China Securities Depository and Clearing Co., Ltd., the above-mentioned repurchase and cancellation of restricted shares of the company was completed on July 16, 2019.
8. On November 6, 2019, the company held the 29th meeting of the Fourth Board of directors and the 18th meeting of the Fourth Board of supervisors, which deliberated and adopted the proposal on granting reserved restricted shares to incentive objects. The board of supervisors issued verification opinions on the list of reserved and granted incentive objects. The independent directors of the company expressed their independent opinions. The announcement on the completion of grant registration was disclosed on December 17, 2019. A total of 1.19 million reserved restricted shares were granted to 31 incentive objects on November 7, 2019 and the stock listing date was December 19, 2019.
9. On April 2, 2020, the company held the 38th meeting of the 4th board of directors and the 21st Meeting of the 4th board of supervisors, deliberated and approved the announcement on repurchase and cancellation of some restricted shares and cancellation of some stock options, and the proposal on the achievement of exercise conditions in the first exercise period of stock options granted by the company's stock options and restricted stock incentive plan in 2018 Proposal on the achievement of lifting the restrictions during the first lifting period of restricted shares granted by the company's stock option and restricted stock incentive plan in 2018.
The independent directors of the company have expressed their independent opinions on relevant matters.
10. On April 27, 2021, the company held the 15th meeting of the 5th board of directors and the 12th meeting of the 5th board of supervisors, deliberated and adopted the proposal on repurchase and cancellation of some restricted shares and cancellation of some stock options, the proposal on achievement of exercise conditions in the second exercise period of stock options first granted by the company's stock options and restricted stock incentive plan in 2018 The proposal on the achievement of the lifting of the restrictions on the sale of restricted shares in the second lifting period of the company's stock option and restricted stock incentive plan in 2018, and the proposal on the achievement of the lifting of the restrictions on the sale of reserved restricted shares in the first lifting period of the company's stock option and restricted stock incentive plan in 2018. The independent directors of the company have expressed their independent opinions on relevant matters.
11. On April 27, 2021, the company held the 15th meeting of the 5th board of directors and the 12th meeting of the 5th board of supervisors, deliberated and adopted the proposal on repurchase and cancellation of some restricted shares and cancellation of some stock options, the proposal on achievement of exercise conditions for the second exercise period of stock options first granted by the company's stock options and restricted stock incentive plan in 2018 The proposal on the achievement of the lifting of the restrictions on the sale of restricted shares in the second lifting period of the company's stock option and restricted stock incentive plan in 2018, and the proposal on the achievement of the lifting of the restrictions on the sale of reserved restricted shares in the first lifting period of the company's stock option and restricted stock incentive plan in 2018. The independent directors of the company have expressed their independent opinions on relevant matters.
12. On May 19, 2021, the company held the 2020 annual general meeting of shareholders, deliberated and approved the proposal on repurchase and cancellation of some restricted shares and cancellation of some stock options, and disclosed the announcement on repurchase and cancellation of some restricted shares and capital reduction and notice to creditors. On October 25, 2021, the company disclosed the announcement on the completion of the repurchase and cancellation of some restricted shares, repurchased a total of 73500 restricted shares of three resigned objects, which was reviewed and confirmed by Shenzhen Branch of China Securities Depository and Clearing Corporation Limited. The repurchase and cancellation of the above restricted shares of the company was completed on October 22, 2021.
13. On the 29th session of the 31st session of the board of directors in 2018, the proposal on the exercise conditions of stock options and the proposal on the cancellation of restricted stock options of the company and the proposal on the exercise of restricted stock options in the 31st session of the 5th session of the board of directors in 2022 were considered and adopted Proposal on the achievement of the lifting of the restrictions on the sale of restricted shares in the third lifting period of the company's stock option and restricted stock incentive plan for the first time in 2018, and proposal on the achievement of the lifting of the restrictions on the sale of restricted shares in the second lifting period of the company's stock option and restricted stock incentive plan for 2018. The independent directors of the company have expressed their independent opinions on relevant matters.
2、 Description of the achievement of the conditions for the release of restrictions in the third release period of restricted shares granted for the first time and the second release period of reserved restricted shares
1. Restricted period
According to the relevant provisions of the incentive plan, the sales restriction period of restricted shares granted by the company to the incentive object for the first time is from the first trading day after 36 months from the equity registration date to the last trading day within 48 months from the equity registration date, and 40% of the total amount obtained by applying for lifting the restriction can be applied for. The restricted stock sales period reserved by the company to the incentive object is from the first trading day after 24 months from the equity registration date to the last trading day within 36 months from the equity registration date, and the company can apply for 50% of the total amount obtained by lifting the restriction.
The granting date of the restricted shares first granted by the incentive plan is November 28, 2018 and the listing date is December 20, 2018. Therefore, the third restricted sale period of the restricted shares first granted has expired on December 19, 2021. The grant date of reserved restricted shares in the incentive plan is December 16, 2019 and the listing date is December 19, 2019. Therefore, the second restricted sale period of reserved restricted shares has expired on December 18, 2021.
2. Description of conditions and achievements
According to the incentive plan, the restricted shares granted to the incentive object can be lifted only when the following conditions are met:
(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.
Description of condition achievement: the company does not meet the conditions for lifting the sales restriction under any of the above circumstances.
(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 within 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.
Description of condition achievement: the incentive object does not meet the above conditions and meets the conditions for lifting the sales restriction.
(3) Company performance assessment requirements
The net profit in 2021 shall not be less than 15 million yuan; Compared with 2018, the growth rate of operating revenue in 2021 is no less than 15%.
Description of conditions and achievements: according to the audit report issued by zhongxinghua Certified Public Accountants (special general partnership), the company achieved an operating revenue of 1320523800 yuan and a net profit of 17.5 million yuan in 2021. Compared with 2018, the growth rate of operating revenue in 2021 was 59%, and the company's performance assessment reached the standard.
(4) Performance appraisal requirements at individual level
According to the assessment methods formulated by the company, there are four grades of individual performance assessment results: A, B, C and D. the corresponding assessment results are as follows:
A B C D
Grade
Excellent qualified unqualified
The proportion of sales restrictions that can be lifted is 100% 80% 70% 0%
According to the assessment results, the incentive object shall lift the restricted shares corresponding to the restriction on sales, and the restricted shares that fail to lift the restriction on sales shall be repurchased and cancelled by the company.
Description of condition achievement: except for 4 resigned employees, the personal performance assessment results of the other 56 objects in 2021 are all a, meeting the conditions for 100% lifting the sales restriction.
To sum up
