Securities code: Shenzhen Cotran New Material Co.Ltd(300731) securities abbreviation: Shenzhen Cotran New Material Co.Ltd(300731) Announcement No.: 2022015 Shenzhen Cotran New Material Co.Ltd(300731)
As for the third exercise period / release period of stock option and restricted stock incentive plan in 2018, the exercise conditions / release conditions have not been fulfilled
And cancellation of some stock options and repurchase and cancellation of some restricted shares
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.
Shenzhen Cotran New Material Co.Ltd(300731) (hereinafter referred to as “the company” and ” Shenzhen Cotran New Material Co.Ltd(300731) “) held the sixth meeting of the third board of directors and the fifth meeting of the third board of supervisors on April 8, 2022, The meeting deliberated and adopted the proposal on the unfulfilled exercise of the third exercise period / lifting of the restrictions on sale period of the incentive plan for stock options and restricted stocks in 2018 and the proposal on canceling some stock options and repurchasing and canceling some restricted stocks. According to the relevant provisions of the 2018 stock option and restricted stock incentive plan (Draft) (hereinafter referred to as the “incentive plan”) and the management measures for the implementation and assessment of the 2018 equity incentive plan, in view of the fact that the growth rate of the company’s net profit in 2021 did not meet the performance assessment requirements at the company level, the company decided to cancel a total of 891240 stock options granted to the incentive objects who did not meet the exercise conditions, A total of 760200 restricted shares granted to incentive objects who do not meet the conditions for lifting the restrictions on sales shall be repurchased and cancelled by the company according to the grant price plus the deposit interest of the bank in the same period.
The cancellation of some stock options and the repurchase and cancellation of some restricted shares need to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation. The relevant matters are hereby announced as follows:
1、 Overview of the implementation of stock option and restricted stock incentive plan in 2018
1. On December 10, 2018, the company held the fifth meeting of the second board of directors, deliberated and approved the proposal on the 2018 stock option and restricted stock incentive plan (Draft) and its summary, the proposal on the company’s measures for the implementation and assessment of the 2018 equity incentive plan, and the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to the equity incentive plan, The independent directors of the company expressed independent opinions on this, and lawyers and other intermediaries issued corresponding reports.
2. On December 10, 2018, the fifth meeting of the second board of supervisors deliberated and approved the proposal on the 2018 stock option and restricted stock incentive plan (Draft) and its summary, the proposal on the company’s measures for the implementation and assessment of the 2018 stock option incentive plan, and the proposal on verifying the list of incentive objects of the 2018 stock option and restricted stock incentive plan.
3. From December 11, 2018 to December 20, 2018, the company publicized the publicity of the list of incentive objects of the company’s 2018 stock option and restricted stock incentive plan through the internal office system to publicize the list and positions of the incentive objects. On December 20, 2018, the company disclosed the verification opinions and publicity statement of the board of supervisors on the list of incentive objects of the company’s 2018 stock option and restricted stock incentive plan.
4. On December 26, 2018, the company held the fifth extraordinary general meeting of shareholders in 2018, which deliberated and approved the proposal on the company’s 2018 stock option and restricted stock incentive plan (Draft) and its summary, the proposal on the company’s measures for the implementation and assessment of the 2018 equity incentive plan, and the proposal to request the general meeting of shareholders of the company to authorize the board of directors to handle matters related to the equity incentive plan, Disclosed the self inspection report on the trading of shares of the company by insiders of the 2018 equity incentive plan. The company’s implementation of the 2018 stock option and restricted stock incentive plan was approved, and the board of directors was authorized to determine the grant date, grant stock options and restricted stocks to the incentive objects when they meet the conditions, and handle all matters necessary for the grant.
5. On December 26, 2018, the company held the sixth meeting of the second board of directors and the sixth meeting of the second board of supervisors respectively, deliberated and adopted the proposal on adjusting matters related to the 2018 stock option and restricted stock incentive plan and the proposal on granting stock option and restricted stock to incentive objects. The independent directors of the company expressed independent opinions on this. The board of supervisors verified the list of incentive objects granted stock options and restricted stocks this time, and considered that the subject qualification of incentive objects was legal and effective, and lawyers and other intermediaries issued corresponding reports.
6. On February 15, 2019, the company completed the grant registration of stock options and restricted shares in 2018, granted a total of 2.297 million stock options to 89 incentive objects, and the exercise price of the granted stock options was 28.62 yuan / share; 1998000 restricted shares were granted to 68 incentive objects at a price of 14.31 yuan / share. After the completion of this grant, the total share capital of the company increased from 87217391 shares to 89215391 shares.
7. On August 14, 2019, the company held the 13th meeting of the second board of directors and the 12th meeting of the second board of supervisors respectively, deliberated and adopted the proposal on matters related to the adjustment of 2018 stock option and restricted stock incentive plan, and the independent directors of the company expressed independent opinions. The board of supervisors of the company verified and issued verification opinions on matters related to the adjustment of 2018 stock option and restricted stock incentive plan, and the lawyer issued corresponding legal opinions.
8. On August 14, 2019, the company held the 13th meeting of the second board of directors and the 12th meeting of the second board of supervisors respectively to consider and approve the proposal on canceling some stock options and repurchasing and canceling some restricted shares. The board of directors of the company decided to cancel a total of 67200 stock options granted but not exercised by incentive objects that do not meet the incentive conditions, A total of 35000 restricted shares that have been granted but have not been lifted shall be repurchased and cancelled by the company according to the grant price plus the deposit interest of the bank in the same period. Independent directors of the company expressed independent opinions. The board of supervisors of the company verified the resignation data of 4 incentive objects granted stock options and 2 incentive objects granted restricted shares, and issued verification opinions, and the lawyer issued corresponding legal opinions. The proposal was deliberated and approved by the second extraordinary general meeting of shareholders in 2019 on September 2, 2019, and completed on October 23, 2019.
9. On July 20, 2020, the company held the 21st Meeting of the second board of directors and the 19th meeting of the second board of supervisors respectively, and deliberated and adopted the proposal on adjusting the matters related to the 2018 stock option and restricted stock incentive plan and the proposal on the achievement of the first exercise period / lifting the restriction period / lifting the restriction conditions of the 2018 stock option and restricted stock incentive plan, The independent directors of the company issued independent opinions on the above equity incentive plan, the board of supervisors of the company verified and issued verification opinions on the above equity incentive plan, and the lawyer issued a legal opinion.
10. In the first lifting period of the company’s stock option and restricted stock incentive plan in 2018, there were 62 incentive objects who met the conditions for lifting the restrictions, the number of shares lifted was 1053640, and the listing and circulation date of shares lifted was July 28, 2020; In the first exercise period of the company’s stock option and restricted stock incentive plan in 2018, there were 72 incentive objects that met the exercise conditions, the number of options that could be exercised was 1170120, and the listing and circulation date of the exercise shares was September 25, 2020.
11. On November 4, 2020, the company held the 29th meeting of the second board of directors and the 26th meeting of the second board of supervisors respectively, deliberated and adopted the proposal on canceling some stock options and repurchasing and canceling some restricted shares. The independent directors of the company expressed independent opinions on the above matters, and the board of supervisors of the company verified and issued verification opinions. The lawyer issued a legal opinion. The proposal was deliberated and approved by the company’s second extraordinary general meeting of shareholders in 2020 on November 20, 2020 and completed on December 31, 2020.
12. On May 18, 2021, the company held the 35th meeting of the second board of directors and the 30th meeting of the second board of supervisors respectively, and deliberated and adopted the proposal on the failure of the second exercise period / lifting of the restriction period / lifting of the restriction conditions of the stock option and restricted stock incentive plan in 2018 and the proposal on canceling some stock options and repurchasing and canceling some restricted shares. The independent directors of the company issued independent opinions on the above matters, the board of supervisors of the company verified and issued verification opinions, and the lawyer issued legal opinions. The proposal on canceling some stock options and repurchasing and canceling some restricted shares was deliberated and approved at the second extraordinary general meeting of the company in 2021 on July 5, 2021, and completed on July 21, 2021 and August 3, 2021 respectively.
13. On June 18, 2021, the company held the 36th meeting of the second board of directors and the 31st meeting of the second board of supervisors respectively, deliberated and adopted the proposal on matters related to the adjustment of 2018 stock option and restricted stock incentive plan. The independent directors of the company issued independent opinions on the above matters, the board of supervisors of the company verified and issued verification opinions, and the lawyer issued corresponding legal opinions.
For details of the above matters, please refer to cninfo.com, the gem information disclosure website designated by the CSRC（ http://www.cn.info.com.cn. ）Relevant announcements.
2、 The explanation of the failure of the exercise conditions in the third exercise period / release period of the incentive plan, and the reasons and quantity for canceling some stock options and repurchasing and canceling some restricted shares, as well as the repurchase price and capital source of restricted shares
1. Explanation of the failure of the third exercise period / release period of the incentive plan to fulfill the exercise conditions / release restrictions, and the reasons and quantity for canceling some stock options and repurchasing and canceling some restricted shares
(1) Description of unfulfilled conditions of the third exercise period / release period
According to the relevant provisions of the company’s 2018 stock option and restricted stock incentive plan (Draft), the company level vesting / unlocking performance conditions: the performance conditions of the third vesting period / lifting the restriction period shall be based on the net profit in 2018, and the net profit growth rate in 2021 shall not be less than 45%. The above “net profit” index refers to the net profit attributable to the shareholders of the listed company, and the value excluding the share payment cost of this and other incentive plans is used as the calculation basis. According to the company’s 2021 annual audit report issued by notary Tianye Certified Public Accountants (special general partnership), the company’s net profit attributable to the shareholders of the listed company in 2021 was -127478 million yuan, and the net profit attributable to the shareholders of the listed company after excluding the share payment costs of this and other incentive plans was -141693 million yuan, a decrease of 131.90% compared with the net profit of 444142 million yuan after excluding the share payment expenses in 2018, In the third exercise period / release period of the incentive plan, the company level does not meet the performance conditions of exercise / release of restrictions.
(2) Reasons and quantities for cancelling some stock options and repurchasing and cancelling some restricted shares
According to the relevant provisions of the company’s 2018 stock option and restricted stock incentive plan (Draft) and the management measures for the implementation and assessment of 2018 equity incentive plan, if the company fails to meet the above performance assessment objectives, all incentive objects’ stock options corresponding to the exercisable rights in the current year shall not be exercised and shall be cancelled by the company; All restricted shares that can be lifted in the corresponding assessment year of incentive objects shall not be lifted, and the company shall repurchase and cancel them according to the grant price plus the deposit interest of the bank in the same period.
Therefore, in view of the fact that the net profit growth rate of the company in 2021 did not meet the performance assessment requirements at the company level, a total of 891240 stock options granted to 65 incentive objects in this incentive plan in the current period shall not be exercised and shall be cancelled by the company; A total of 760200 restricted shares granted to 55 incentive objects in the current period shall not be lifted, and the company shall repurchase and cancel them.
2. Repurchase price and capital source of restricted shares
According to the relevant provisions of the 2018 stock option and restricted stock incentive plan (Draft), after the stock option and restricted stock granted to the incentive object are registered, if the company has matters that affect the total share capital or the stock price of the company, such as the conversion of capital reserve into share capital, the distribution of stock dividends, the division of shares, the allotment or reduction of shares, and the distribution of dividends, The company shall adjust the number and price of stock options that have not been exercised and restricted shares that have not been lifted.
Since the company completed the implementation of the annual equity distribution plans for 2018, 2019 and 2020 on July 15, 2019, June 29, 2020 and June 1, 2021, the company has adjusted the number and price of stock options granted, the number and price of restricted shares granted and the price of shares granted accordingly. For details, please refer to the announcement on matters related to the adjustment of 2018 stock option and restricted stock incentive plan (Announcement No.: 2019095, 2020068, 2021054) disclosed by the company on the designated media website cninfo.com.
According to the relevant provisions of the company’s 2018 stock option and restricted stock incentive plan (Draft) and the measures for the administration of the implementation and assessment of 2018 equity incentive plan, if the company fails to meet the performance assessment objectives at the company level, the restricted shares that can be lifted in the year of assessment for all incentive objects shall not be lifted, and shall be repurchased and cancelled by the company. The repurchase price is the grant price plus the deposit interest of the bank in the same period.
Among them, the interest calculation time zone of the funds corresponding to the shares repurchased this time
