Securities code: 002410 securities abbreviation: Glodon Company Limited(002410) Announcement No.: 2022-002 Glodon Company Limited(002410)
About the restricted stock incentive plan in 2021
Announcement of suspension of grant registration completion
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:
Completion date of registration of deferred granting of restricted shares: January 7, 2022
The number of restricted shares to be granted temporarily: 220000 shares, accounting for 0.0185% of the total number of shares before registration; Listing date: January 7, 2022
In accordance with the measures for the administration of equity incentive of listed companies issued by the CSRC and the relevant business rules of Shenzhen Stock Exchange and Shenzhen Branch of China Securities Depository and Clearing Co., Ltd, Glodon Company Limited(002410) (hereinafter referred to as "the company") recently completed the registration of suspending the granting of restricted shares under the 2021 restricted stock incentive plan (hereinafter referred to as "the 2021 incentive plan"), and now the relevant information is announced as follows:
1、 Decision making procedures and information disclosure performed
(I) on September 1, 2021, the 14th meeting of the 5th board of directors of the company deliberated and adopted the proposal on the 2021 restricted stock incentive plan (Draft) and its summary, the proposal on the measures for the assessment and management of the implementation of the 2021 restricted stock incentive plan, and the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive, Independent directors of the company expressed independent opinions, and relevant proposals were considered and adopted at the 11th meeting of the 5th board of supervisors of the company. The company has publicized the list of incentive objects within the company. After the expiration of the publicity, the board of supervisors checked the list of incentive objects granted by the incentive plan and explained the publicity.
(II) on September 17, 2021, the company's first extraordinary general meeting of shareholders in 2021 deliberated and adopted the proposal on and its summary, the proposal on , and the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive. The company's implementation of the incentive plan is approved, and the board of directors is authorized to determine the grant date, grant restricted shares to the incentive object when the incentive object meets the conditions, and handle all matters necessary for the grant.
(III) on September 17, 2021, 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 granting restricted shares to the incentive objects of the 2021 restricted stock incentive plan. The independent directors of the company expressed independent opinions on this, and the board of supervisors verified the list of incentive objects on the grant date and expressed their consent.
(IV) on November 3, 2021, upon confirmation by Shenzhen Branch of China Securities Depository and Clearing Corporation Limited, the company completed the registration of granting restricted shares, and actually granted 5.4409 million shares of restricted shares to 345 people at the grant price of 30.48 yuan / share.
(V) on December 27, 2021, the 19th meeting of the 5th board of directors and the 16th meeting of the 5th board of supervisors deliberated and adopted the proposal on granting restricted shares to incentive objects whose grant of Restricted Shares Incentive Plan in 2021 was suspended. The independent directors of the company expressed independent opinions on this, and the board of supervisors verified the list of incentive objects on the deferred grant date and expressed their consent.
2、 Deferred grant of restricted shares
1. Stock source: the company's A-share common stock repurchased from the secondary market.
2. Grant date: December 27, 2021.
3. Grant price: 30.48 yuan / share.
4. Number and number of grants: there are 2 incentive objects granted this time, involving a total of 220000 shares.
The specific distribution of restricted shares granted this time among incentive objects is shown in the table below:
Name: the proportion of the number of restricted shares granted by the position in the proportion of the granted restricted shares in the current total share capital (10000 shares)
Liu Qian, director and senior vice president 14.00 2.4731% 0.0118%
Yun Lang Sheng senior vice president 8.00 1.4132% 0.0067%
(yunlangsheng)
Total (2 persons) 22.00 3.8863% 0.0185%
Note 1. The shares of the company granted by 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 for deliberation.
Note 2: the incentive objects of the 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.
5. Sales restriction period and release arrangement of the incentive plan
The restricted shares granted by the incentive plan are restricted for 12 months, 24 months and 36 months respectively from the date of completion of registration of the restricted shares granted to the incentive object. The restricted shares granted to the incentive object under the incentive plan shall not be transferred, used for guarantee or debt repayment before the restriction is lifted. The shares and bonuses obtained by the incentive object from the conversion of capital reserve into share capital, distribution of stock dividends, stock subdivision and other shares and bonuses due to the granted restricted shares that have not yet been lifted shall be locked in accordance with the incentive plan.
After the restriction is lifted, the company shall handle the lifting of the restriction for the incentive objects who meet the conditions for lifting the restriction, and the restricted shares held by the incentive objects who do not meet the conditions for lifting the restriction shall be repurchased and cancelled by the company.
The release period of restricted shares granted under the incentive plan and the release schedule of each period are shown in the table below:
Release of restriction arrangement release of restriction time release of restriction proportion
The deferred grant of restricted shares shall be suspended from the first trading day after 12 months from the date of completion of registration of the deferred grant to 40%
The last trading day within 24 months from the date of completion of registration of the first lifting of the sales restriction period
The deferred grant of restricted shares shall be suspended from the first trading day after 24 months from the date of completion of registration of the deferred grant to 30%
The date of the last trading day within 36 months from the date of completion of registration of the deferred grant of the second release period
The suspension of the grant of restricted shares shall be 30% from the first trading day after 36 months from the date of completion of registration of the suspension of grant
The last trading day within 48 months from the date of completion of registration of the deferred grant of the third release period
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 failure 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.
6. Performance assessment requirements of the incentive plan
(1) Company level performance assessment requirements
The performance assessment objectives of each year for which the granting of restricted shares is suspended are shown in the table below:
Performance assessment objectives during the lifting of sales restrictions
The first period of lifting the restrictions on the granting of restricted shares is suspended, and the net profit in 2021 will not be less than 650 million yuan
The second lifting period for the suspension of the grant of restricted shares, and the net profit in 2022 shall not be less than 950 million yuan
The third lifting period for the suspension of the granting of restricted shares, and the net profit in 2023 shall not be less than 1.25 billion yuan
The above "net profit" refers to the net profit attributable to the owner of the parent company.
If the company fails to meet the above performance assessment objectives, the restricted shares that can be lifted in the corresponding assessment year of 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.
(2) Performance appraisal requirements at individual level
The Remuneration Committee will comprehensively evaluate the overall performance of the incentive object in each assessment year, and determine whether the assessment results are qualified according to the performance completion and ability improvement of the incentive object. If the annual performance assessment at the company level meets the standard, the actual amount of sales restriction lifted by the incentive object in the current year = the standard coefficient at the individual level × The individual plans to lift the sales restriction limit in the current year.
The assessment and evaluation form is applicable to the appraisees. At that time, the proportion of incentive objects to lift the sales restriction shall be determined according to the following table:
Qualified or unqualified assessment results
Standard coefficient 100% 0%
If the individual performance appraisal result of the incentive object is "qualified", the incentive object will lift the sales restriction according to the proportion specified in the incentive plan; If the individual performance appraisal result of the incentive object is "unqualified", the sales restriction limit of the incentive object in the current period shall be cancelled, and the company shall repurchase and cancel it according to the grant price.
When the conditions for lifting the restrictions on the sale of restricted shares are not fulfilled, the relevant rights and interests shall not be deferred to the next period.
7. All the funds raised by the restricted shares granted to the incentive object will be used to supplement the working capital of the company.
8. The granting date of the incentive plan to suspend the granting of restricted shares does not belong to the period during which the following listed companies shall not grant restricted shares to the incentive objects: (1) within 30 days before the announcement of the periodic report, if it is delayed due to special reasons, it shall be calculated from 30 days before the original scheduled announcement to the day before the announcement; (2) Ten days before the announcement of performance forecast and performance express; (3) From the date of major events that may have a great impact on the trading price of the company's shares and their derivatives or the date of entering the decision-making process to two trading days after the announcement; (4) Other periods prescribed by the CSRC and Shenzhen Stock Exchange.
3、 Explanation of the difference between the incentive plan implemented this time and the incentive plan approved by the general meeting of shareholders
(I) because Liu Qian and Yun Lang Sheng, the incentive objects participating in the incentive plan, are directors and senior managers of the company, they have sold the company's shares six months before September 17, 2021, the first grant date. The board of directors of the company shall, in accordance with the company law, the securities law and the stock listing rules of Shenzhen Stock Exchange According to the administrative measures for equity incentive of listed companies and other regulations and the provisions of this incentive plan, it is decided to suspend the granting of 220000 restricted shares to the above two incentive objects. After the relevant conditions are met, the board of directors of the company will convene a meeting again to consider the grant.
Up to now, the purchase restriction period of the above suspended incentive objects has expired. In accordance with the measures for the administration of equity incentive of listed companies and the provisions of this incentive plan, and with the authorization of the company's first extraordinary general meeting of shareholders in 2021, the board of Directors considers that the conditions for granting the deferred part of the company's 2021 equity incentive plan have been met, and agrees to determine December 27, 2021 as the grant date to grant 220000 restricted shares to two incentive objects, The grant price is 30.48 yuan / share.
(II) in the process of fund payment after the grant date, among the granted incentive objects determined by the board of directors of the company, one incentive object voluntarily gave up the subscription of some restricted shares to be granted by the company for personal reasons, and the number of shares to be given up was 70000, and four incentive objects voluntarily gave up the subscription of all restricted shares to be granted by the company for personal reasons, with a total of 42100 shares, Therefore, the number of restricted shares actually granted was adjusted from 5.71 million shares to 5.6609 million shares.
In addition to the above adjustments, the content of this grant is consistent with the relevant content of the incentive plan deliberated and adopted at the first extraordinary general meeting of the company in 2021.
4、 Capital verification of share subscription funds granted
Lixin Certified Public Accountants (special general partnership) issued the capital verification report xksbz (2021) No. zb11573 on December 28, 2021, and held that:
"Upon our verification, as of December 27, 2021, your company has received the subscription amount of 6705600.00 yuan for restricted shares paid by two incentive objects, all of which are paid in monetary funds. Since the source of the restricted shares granted this time is your company's repurchase of the company's common shares from the secondary market, the total share capital of your company remains unchanged, increasing 220000 shares of equity incentive restricted shares and reducing none There are 220000 tradable shares subject to sales restrictions.
At the same time, we note that the registered capital of your company before the implementation of the restricted stock incentive plan is RMB 1187012398.00, The accumulated share capital is RMB 1188966148.00 (the share capital of China Securities Depository and Clearing Co., Ltd. Shenzhen Branch completed securities registration is RMB 1188966148.00, and the share capital of industrial and commercial registration is RMB 1187012398.00. The difference is 2301750 stock options exercised by your employees in accordance with stock options and relevant resolutions in 2021
