Securities code: Cngr Advanced Material Co.Ltd(300919) securities abbreviation: Cngr Advanced Material Co.Ltd(300919) Announcement No.: 2022037 Cngr Advanced Material Co.Ltd(300919)
Announcement on granting restricted shares to incentive objects for the first time
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, and there are no false records, misleading statements or major omissions.
Important content tips:
The first grant date of restricted shares: April 13, 2022;
Number of restricted shares granted for the first time: 468565300 shares;
Initial grant price of restricted stock: 63.97 yuan / share;
Equity incentive: the first type of restricted stock.
Cngr Advanced Material Co.Ltd(300919) (hereinafter referred to as “the company” or ” Cngr Advanced Material Co.Ltd(300919) “) held the 29th meeting of the first board of directors and the 17th meeting of the first board of supervisors on April 13, 2022, and deliberated and adopted the proposal on the first granting of restricted shares by the company to incentive objects and the proposal on adjusting the list and number of incentive objects granted for the first time in the 2022 restricted stock incentive plan. According to the administrative measures for equity incentive of listed companies (hereinafter referred to as the “administrative measures”), the relevant provisions of the company’s 2022 restricted stock incentive plan (Draft) and the authorization of the first extraordinary general meeting of shareholders in 2022, the board of Directors considers that the conditions for the first grant specified in the company’s 2022 restricted stock incentive plan have been met, and agrees to determine April 13, 2022 as the first grant date, 468565300 restricted shares were granted to 1040 incentive objects at the price of 63.97 yuan / share. The relevant matters are explained as follows:
1、 Brief description of the company’s restricted stock incentive plan and relevant approval procedures performed
(I) brief description of the company’s restricted stock incentive plan
The company’s 2022 restricted stock incentive plan (Draft) has been deliberated and approved at the first extraordinary general meeting of shareholders in 2022, and the main contents are as follows:
1. Incentive method: the incentive tool to be granted to the incentive object in this incentive plan is class I restricted stock.
2. Source of underlying stock: the company issues A-share common stock to the incentive object.
3. Incentive objects: the total number of incentive objects granted by the incentive plan is 1113, which are directors, senior managers, core technicians and other personnel deemed necessary by the board of directors when the company announces the incentive plan.
4. grant price: the grant price (including the reserved price) of restricted shares in the incentive plan is 63.97 yuan / share. 5. The validity period of the incentive plan and the arrangement for lifting the restriction on sales: the validity period of the incentive plan shall be no more than 60 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 and cancelled.
The restricted sale periods of some restricted shares granted by the incentive plan for the first time are 12 months, 24 months and 36 months respectively from the date of completion of the registration of the grant of restricted shares; If the reserved part is granted in 2022, the arrangement of the restricted shares reserved for grant shall be consistent with the first grant part; If the reserved part is granted in 2023, the restricted sale period is 12 months and 24 months respectively from the date of completion of the registration of the grant of restricted shares. The restricted shares granted to the incentive object under this incentive plan shall not be transferred, used for guarantee or debt repayment before the restriction is lifted. The restricted shares granted to the incentive object, the shares obtained due to the conversion of capital reserve into share capital, stock dividend and stock subdivision, shall be restricted at the same time, and shall not be sold in the secondary market or transferred in other ways. The release period of such shares is the same as that of restricted shares.
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 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 restrictions on the sale of some restricted shares granted for the first time shall be lifted in three phases after 12 months from the date of completion of the registration of the first grant. The specific arrangements are as follows:
Lifting of restrictions on sales arrangement lifting of restrictions on sales time lifting of restrictions on sales proportion
The restricted shares granted for the first time shall be issued 12 months after the completion of the registration of the first grant of restricted shares
30% from the first trading day of the first release period to the completion of the registration of the first grant of restricted shares
The last trading day within 24 months from the date of
The restricted shares granted for the first time shall be 24 months after the completion of the registration of the first grant of restricted shares
30% from the first trading day of the second release period to the completion of the registration of the first grant of restricted shares
The last trading day within 36 months from the date of
The restricted shares granted for the first time shall be 36 months after the completion of the registration of the first grant of restricted shares
40% from the first trading day of the third release period to the completion of the registration of the first grant of restricted shares
The last trading day within 48 months from the date of
If the reserved part is granted in 2022, the release period of restricted shares reserved for grant and the release schedule of each period shall be consistent with that of the first grant; If the reserved part is granted in 2023, the release period of the restricted shares reserved for grant and the release schedule of each period are shown in the table below:
Lifting of restrictions on sales arrangement lifting of restrictions on sales time lifting of restrictions on sales proportion
50% of restricted shares reserved for grant after 12 months from the date of completion of registration of reserved grant of restricted shares
From the first trading day of the first lifting of the restriction period to the completion of the registration of reserved grant of restricted shares
The last trading day within 24 months from the date of
Restricted shares reserved for grant shall be issued 24 months after the completion of registration of reserved grant of restricted shares
50% from the first trading day of the second release period to the completion of the registration of reserved grant of restricted shares
The last trading day within 36 months from the date of
For the restricted shares that have not applied for lifting the restriction within the above agreed period or cannot apply for lifting the restriction due to failing to meet the conditions for lifting the restriction, the company will repurchase and cancel the corresponding restricted shares of the incentive object that have not been lifted according to the principles specified in the plan.
The restricted shares granted to the incentive object, the shares obtained due to the conversion of capital reserve into share capital, stock dividend and stock subdivision, shall be restricted at the same time, and shall not be sold in the secondary market or transferred in other ways. The release period of such shares is the same as that of restricted shares.
6. Conditions for granting restricted shares
When the following grant conditions are met at the same time, the company shall grant restricted shares to the incentive object. On the contrary, if any of the following grant conditions are not met, restricted shares cannot be granted to the incentive object.
(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 Having the circumstances that the company law of the people’s Republic of China (hereinafter referred to as the “company law”) stipulates that he shall not serve as a director or senior manager of the company;
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.
7. Conditions for lifting the restrictions on the sale of restricted shares
During the period of lifting the restriction, 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.
(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.
In case of any of the circumstances specified in article (1) above, all restricted shares granted to incentive objects under this incentive plan but not yet lifted shall be repurchased and cancelled by the company; If the company is not allowed to implement equity incentive, and the incentive object is responsible for it, or the incentive object is not allowed to be granted restricted shares as specified in article (2) above, the restricted shares granted to the incentive object under the incentive plan but not lifted shall be repurchased and cancelled by the company, and the repurchase price shall be the grant price.
(3) Company level performance assessment requirements
The assessment year for the release of restricted shares granted for the first time in the incentive plan is three fiscal years from 2022 to 2024, one assessment in each fiscal year. The performance assessment objectives at the company level of each year are shown in the table below:
Proportion of the year in which the restrictions on sales are lifted at the target company level (x)
Operating income (AM) net profit (BM)
The operating income value of the restricted in 2022 granted for the first time reaches the net profit value and reaches the operating income value within each assessment year
Stock of RMB 26 billion and RMB 180 million income (a) and net profit actual completion value of the first lifting of restriction period (b):
Restricted first granted 20222023 two years 20222023 1 A ≥ am or B ≥ BM, the cumulative operating income of the stock in 2023 and the cumulative net profit of two years x = 100%;
The value of the second lifting of the sales restriction period reached 62.6 billion yuan, and the profit value reached 2.5 billion yuan A ＜ am and B ＜
480 million yuan BM, x = 0%.
Restricted first granted 20222024 three years 20222024
Cumulative operating income of stocks in 2024 and cumulative net profit in three years
The value of the third period of lifting the restrictions on sales reached 113.9 billion yuan, and the profit value reached
980 million yuan
Note: 1 The above “net profit” index refers to the audited net profit attributable to the shareholders of the listed company, and the value after excluding the impact of the incentive cost caused by the company’s implementation of equity incentive plan and employee stock ownership plan during the evaluation period of the incentive plan is used as the calculation basis. 2. The above indicators of “operating income” are subject to the data contained in the audited consolidated statements. 3. The above performance assessment objectives do not constitute the company’s performance prediction and substantive commitment to investors.
If the reserved part is awarded in 2022, the performance assessment objectives of the reserved part are consistent with those of the first award; If the reserved part is granted in 2023, the annual performance assessment objectives of the reserved part are shown in the table below:
Lifting the sales restriction at the level of the target company corresponding to the performance evaluation
Review year of lifting the sales restriction period
