Securities code: Ningbo Sunrise Elc Technology Co.Ltd(002937) securities abbreviation: Ningbo Sunrise Elc Technology Co.Ltd(002937) Announcement No.: 2022044 Ningbo Sunrise Elc Technology Co.Ltd(002937)
Reserved restricted shares in the first phase of 2021 equity incentive plan
Announcement of completion of grant registration
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
Special tips:
1. Listing date of restricted shares reserved for this grant: April 12, 2022
2. The number of restricted stock grants registered for this reserved Grant: 473500 shares
3. The grant price of restricted shares reserved for this grant: 9.90 yuan / share
4. Number of restricted stock grants reserved for this grant: 24
5. The source of restricted stock reserved for grant this time: the company’s A-share common stock issued to the incentive object
In accordance with the measures for the administration of equity incentive of listed companies issued by the CSRC and the relevant rules of Shenzhen Stock Exchange and Shenzhen Branch of China Securities Depository and Clearing Corporation Limited, Ningbo Sunrise Elc Technology Co.Ltd(002937) (hereinafter referred to as the “company”) has completed the grant and registration of restricted shares reserved in the first phase of the equity incentive plan in 2021 (hereinafter referred to as the “incentive plan”). The relevant information is hereby announced as follows:
1、 Relevant approval procedures have been performed for this incentive plan
1. On January 5, 2021, the sixth meeting of the third board of directors of the company deliberated and approved the proposal on Ningbo Sunrise Elc Technology Co.Ltd(002937) 2021 phase I equity incentive plan (Draft) and its summary, the proposal on Ningbo Sunrise Elc Technology Co.Ltd(002937) 2021 phase I equity incentive plan implementation assessment management measures, the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to 2021 phase I equity incentive plan, and other proposals, The affiliated directors have avoided voting, and the independent directors have expressed their independent opinions with explicit consent. Mr. Zhao Shijun, the independent director of the company, solicited voting rights from all shareholders on the relevant proposals of the stock option incentive plan submitted to the general meeting of shareholders for deliberation, and the lawyer issued a legal opinion.
2. On January 5, 2021, the sixth meeting of the third board of supervisors of the company deliberated and approved the proposal on Ningbo Sunrise Elc Technology Co.Ltd(002937) 2021 phase I equity incentive plan (Draft) and its summary, the proposal on Ningbo Sunrise Elc Technology Co.Ltd(002937) 2021 phase I equity incentive plan implementation assessment management measures, and the proposal on verifying the list of incentive objects first granted in 2021 phase I equity incentive plan.
3. From January 7, 2021 to January 17, 2021, the company publicized the names and positions of the list of incentive objects on the company’s website. 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 January 18, 2021, the company disclosed the verification opinions and publicity statement of the board of supervisors on the list of incentive objects of the first phase of 2021 equity incentive plan. The board of supervisors of the company believes that the personnel listed in the list of incentive objects of this incentive plan meet the incentive object conditions specified in the administrative measures for equity incentive of listed companies and other documents, and meet the incentive object conditions specified in this incentive plan.
4. On January 19, 2021, the company disclosed the self inspection report of the board of supervisors on the trading of the company’s shares by insiders and incentive objects of the first phase of 2021 equity incentive plan, which conducted a self inspection on the trading of the company’s shares by insiders and incentive objects within 6 months before the announcement of the company’s incentive plan, It is not found that insiders and incentive objects use the insider information related to the incentive plan to buy and sell the company’s shares or disclose the insider information.
5. On January 22, 2021, the first extraordinary general meeting of the company in 2021 deliberated and passed the proposal on Ningbo Sunrise Elc Technology Co.Ltd(002937) 2021 phase I equity incentive plan (Draft) and its summary, and the proposal on Ningbo Sunrise Elc Technology Co.Ltd(002937) 2021 phase I equity incentive plan implementation assessment management measures Related shareholders have abstained from voting on the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the first phase of 2021 equity incentive plan and related matters. 6. On January 25, 2021, the seventh meeting of the third board of directors and the seventh meeting of the third board of supervisors deliberated and approved the proposal on adjusting the list and number of incentive objects granted for the first time in the first phase of 2021 equity incentive plan and the proposal on granting restricted shares to incentive objects for the first time. The affiliated directors have avoided voting, and the independent directors of the company have expressed independent opinions on this. They believe that the method for confirming the subject qualification of incentive objects is legal and effective, and the determined grant date meets the relevant regulations. The board of supervisors has verified the list of incentive objects granted restricted shares this time and expressed their consent, and the lawyer has issued a legal opinion. 7. On February 8, 2021, the eighth meeting of the third board of directors and the eighth meeting of the third board of supervisors deliberated and adopted the proposal on adjusting the number of restricted shares reserved for granting in the proposal on adjusting the list of incentive objects and the number of shares granted for the first time in the first phase of 2021 equity incentive plan. The related directors have avoided voting, the independent directors of the company have expressed independent opinions on this, and the lawyer has issued a legal opinion. 8. On February 9, 2021, the company disclosed the announcement on the completion of the first grant registration of the phase I equity incentive plan in 2021. The listing date of the restricted shares granted for the first time is February 10, 2021. 9. On August 27, 2021, the 13th meeting of the third board of directors and the 12th meeting of the third board of supervisors deliberated and adopted the proposal on Revising the relevant contents of the company’s phase I equity incentive plan in 2021 and other proposals. The related directors have avoided voting. The independent directors of the company have expressed independent opinions on this, and the lawyer has issued a legal opinion.
10. On September 14, 2021, the third extraordinary general meeting of the company in 2021 deliberated and passed the proposal on Revising the relevant contents of the first phase of 2021 equity incentive plan and other proposals, and the related shareholders have avoided voting.
11. On December 29, 2021, the company held the 16th meeting of the third board of directors and the 14th meeting of the third board of supervisors, which respectively deliberated and adopted the proposal on granting restricted shares reserved for the first phase of 2021 equity incentive plan to incentive objects. The independent directors of the company expressed independent opinions on this, the board of supervisors verified it and issued agreed verification opinions, and the lawyer issued legal opinions.
12. On February 14, 2022, the company held the 18th meeting of the third board of directors and the 16th meeting of the third board of supervisors, and respectively considered and adopted the proposal on repurchase and cancellation of restricted shares granted but not unlocked to some incentive objects. The independent directors of the company issued independent opinions on this, and the lawyer issued legal opinions.
13. On March 2, 2022, the company held the first extraordinary general meeting of shareholders in 2022, deliberated and approved the proposal on repurchase and cancellation of restricted shares granted but not unlocked to some incentive objects.
14. On March 3, 2022, the company opened the website at www.cn.info.com.cn The announcement on repurchase and cancellation of restricted shares granted to some incentive objects but not unlocked, reduction of registered capital and notification to creditors was disclosed.
15. On March 29, 2022, the company opened the website at www.cn.info.com.cn The announcement on the completion of the repurchase and cancellation of some restricted shares in the first phase of the equity incentive plan in 2021 was disclosed. 2、 The granting of reserved restricted shares in this incentive plan
1. Grant date: December 29, 2021
2. Number of shares granted: 473500
3. Number of persons granted: 24
4. Grant price: 9.90 yuan / share
5. Stock source: the company’s RMB A-share common stock issued by the company to the incentive object
6. The distribution of restricted shares reserved for grant among incentive objects is shown in the table below:
Proportion of the granted reserved restrictions in the reserved restrictions of this incentive plan in the number of official shares and institutional shares as of the date of this announcement proportion of the total share capital of the company (10000 shares)
1 Geng Tong, deputy general manager 3.00 6.34% 0.01%
Level 2 managers / core backbone (23 persons) 44.35 93.66% 0.15%
Total (24 persons) 47.35 100.00% 0.16%
Note: 1. The number of restricted shares granted refers to the number of restricted shares granted by the company to incentive objects on the grant date, but the final number of restricted shares that can be lifted will be determined according to the actual number of individual subscriptions and performance evaluation results.
2. The shares of the company granted to any of the above incentive objects through all effective equity incentive plans do not exceed 1% of the total share capital of the company. The total number of subject shares involved in all effective incentive plans of the company shall not exceed 10% of the total share capital of the company when the equity incentive plan is submitted to the general meeting of shareholders.
3. The incentive objects of this incentive plan do not include independent directors, supervisors, shareholders or actual controllers who individually or jointly hold more than 5% of the company’s shares and their spouses, parents and children.
7. Validity period, sales restriction period and lifting of sales restriction arrangement
12 months from the date of grant is the restricted stock sales period granted. The restricted stock sales periods granted by this incentive plan are 12 months, 24 months and 36 months respectively from the date of completion of the corresponding grant registration. During the unlocking period of restricted shares granted, if the unlocking conditions specified in the plan are met, the incentive object can lift the restriction three times, and whether the incentive object can handle the conditions for lifting the restriction depends on whether it meets the performance appraisal goal. The specific schedule and proportion of lifting the restrictions are shown in the table below:
Lifting the restriction period lifting the restriction time lifting the restriction
Sales ratio
The first month after 12 months from the date of completion of the registration of the grant of restricted shares
30% within 24 months from the trading day of the first lifting of the restriction period to the completion of the registration of the grant of restricted shares
Ending on the last trading day of the
The first month after 24 months from the date of completion of the registration of the grant of restricted shares
30% within 36 months from the trading day of the second lifting of the restriction period to the date of completion of the registration of the grant of restricted shares
Ending on the last trading day of the
The first month after 36 months from the date of completion of the registration of the grant of restricted shares
40% from the trading day of the third lifting of the restriction period to 48 months from the date of completion of the registration of the grant of restricted shares
Ending on the last trading day of the
After the expiration of the restriction, the company will handle the lifting of the restriction for the incentive objects who meet the conditions for lifting the restriction. The current 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.
8. Performance assessment requirements for lifting sales restrictions
(1) Performance assessment requirements at the company level: the incentive plan assesses the company’s performance indicators annually in the fiscal year from 2021 to 2023, and takes meeting the performance assessment objectives as one of the conditions for the lifting of sales restrictions of the incentive object in the current year. The performance evaluation objectives of the incentive plan are shown in the table below:
Performance assessment objectives during the lifting of sales restrictions
Indicator 1: Based on the net profit in 2020, the net profit growth rate in 2021 shall not be less than 15%; If the growth rate of business income in the first period of 2020 is not lower than 15% of that in 2021, the sales restriction will be lifted
Indicator 1: Based on the net profit in 2020, the net profit growth rate in 2022 shall not be less than 40%; The second period or index 2: Based on the operating income in 2020, the growth rate of operating income in 2022 will not be less than 40%
Indicator 1: Based on the net profit in 2020, the net profit growth rate in 2023 shall not be less than 60%; The third sales restriction lifting period or indicator 2: Based on the operating income in 2020, the growth rate of operating income in 2023 shall not be less than 60%
Note: the “net profit” index is calculated based on the net profit attributable to the shareholders of the listed company after the amortization of all equity incentive costs within the audited validity period.
Only the company can meet the annual performance assessment objectives
