Securities code: Shandong Longquan Pipeline Engineering Co.Ltd(002671) securities abbreviation: Shandong Longquan Pipeline Engineering Co.Ltd(002671) Announcement No.: 2022036
Shandong Longquan Pipeline Engineering Co.Ltd(002671)
About the first grant of restricted stock incentive plan in 2020
Announcement on the achievement of the conditions for lifting the restrictions in the first lifting period
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.
Special tips:
1. A total of 61 incentive objects met the conditions for lifting the restrictions, and the number of restricted shares that can be lifted is 3.186 million, accounting for 0.56% of the current total share capital of the company.
2. The lifting of the restrictions on sales still needs to go through the procedures for lifting the restrictions in relevant departments. After the procedures are completed and before listing and circulation, the company will issue relevant prompt announcements. Please pay attention to them.
Shandong Longquan Pipeline Engineering Co.Ltd(002671) (hereinafter referred to as "the company" or "the company") held the 30th meeting of the 4th board of directors and the 19th meeting of the 4th board of supervisors respectively on April 18, 2022, deliberated and adopted the proposal on the achievement of the first removal of the restrictions during the first granting period of the restricted stock incentive plan in 2020, The board of Directors considers that the conditions for lifting the restrictions on sales in the first period of the company's 2020 restricted stock incentive plan have been met, and agrees that the company will handle matters related to lifting the restrictions on sales for eligible incentive objects in accordance with the relevant provisions of the incentive plan. The relevant matters are explained as follows:
1、 Relevant approval procedures for this equity incentive plan have been performed
1. On December 10, 2020, the company held the 18th meeting of the 4th board of directors and the 10th meeting of the 4th board of supervisors respectively, and deliberated and adopted proposals related to equity incentive, such as the 2020 restricted stock incentive plan (Draft) and its summary, the measures for the administration of the implementation and assessment of the 2020 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. The independent directors of the company expressed independent opinions on matters related to the equity incentive plan.
2. The company has publicized the names and positions of the list of incentive objects granted for the first time. As of the expiration of the publicity period, the board of supervisors of the company has not received any objection or adverse reaction. On December 23, 2020, the board of supervisors of the company disclosed the announcement and review opinions of the board of supervisors on the list of some incentive objects granted for the first time under the 2020 restricted stock incentive plan.
3. On December 28, 2020, the company held the fourth extraordinary general meeting of shareholders in 2020, which deliberated and approved proposals related to equity incentive, such as the 2020 restricted stock incentive plan (Draft) and its summary, the measures for the implementation and assessment of the 2020 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. The company's 2020 restricted stock incentive plan was approved.
4. Authorized by the general meeting of shareholders of the company, on January 11, 2021, the company held the 19th meeting of the 4th board of directors and the 11th meeting of the 4th board of supervisors respectively, deliberated and approved the proposal on adjusting the list of some incentive objects and the number of rights granted for the first time in the 2020 restricted stock incentive plan and the proposal on granting restricted shares to incentive objects for the first time, Agree to adjust the number of incentive objects and the number of rights and interests granted in the equity incentive plan, and agree to grant restricted shares to the incentive objects. The independent directors of the company expressed their independent opinions on this.
5. On June 16, 2021, the company held the 24th Meeting of the 4th board of directors and the 14th meeting of the 4th board of supervisors respectively, deliberated and adopted the proposal on granting reserved restricted shares to incentive objects. According to the relevant provisions of the measures for the administration of equity incentive of listed companies, the 2020 restricted stock incentive plan (Draft) and the authorization of the fourth extraordinary general meeting of shareholders of the company in 2020, The board of directors considered that the grant conditions specified in the 2020 restricted stock incentive plan of the company had been met, and determined June 16, 2021 as the reserved restricted stock grant date, granting 680155 reserved restricted shares to 12 incentive objects. The independent directors of the company expressed their independent opinions on this.
6. On July 23, 2021, the company held the 25th meeting of the 4th board of directors and the 15th meeting of the 4th board of supervisors respectively, deliberated and approved the proposal on repurchase and cancellation of some granted but not yet lifted restricted shares. The company decided to repurchase and cancel 420000 restricted shares granted but not lifted by three resigned incentive objects, and the repurchase price was the grant price, i.e. 2.35 yuan / share. The independent directors of the company expressed their independent opinions on this.
7. On August 9, 2021, the company held the first extraordinary general meeting of shareholders in 2021, deliberated and approved the proposal on repurchase and cancellation of some granted but not yet lifted restricted shares, and approved the repurchase and cancellation of 420000 restricted shares granted but not lifted to three resigned incentive objects. The cancellation date of the above restricted shares is September 29, 2021. 8. On April 18, 2022, the company held the 30th meeting of the 4th board of directors and the 19th meeting of the 4th board of supervisors respectively, and deliberated and adopted the proposal on the achievement of lifting the restrictions during the first lifting period of the first granting of Restricted Shares Incentive Plan in 2020 and the proposal on repurchase and cancellation of some granted but not lifted restricted shares, It is agreed that the company will handle the matters related to the lifting of the sales restriction for 61 eligible incentive objects in accordance with the relevant provisions of the incentive plan, and agree to repurchase and cancel the 785000 restricted shares granted to 7 resigned incentive objects but not lifted, and the repurchase price is the grant price, i.e. 2.35 yuan / share. The independent directors of the company expressed their independent opinions on this. The proposal on repurchase and cancellation of some granted but not yet lifted restricted shares still needs to be deliberated by the general meeting of shareholders of the company.
2、 Description of the achievement of the lifting of restrictions in the first lifting period of the first grant of restricted stock incentive plan in 2020
1. The sales restriction period has expired
According to the company's incentive plan and its summary, the first restricted sale period of the first grant part of the company's 2020 restricted stock incentive plan is 12 months from the date of completing the registration of the first grant, and the proportion of lifting the restricted sale is 30% of the total number of restricted shares granted. The registration date of the restricted shares granted for the first time in the incentive plan is February 4, 2021. Up to now, the first restricted sale period of the restricted shares granted for the first time in the incentive plan of the company has expired.
2. Description of achievements in lifting restrictions on sales
Description of achievements in lifting restrictions on sales
(I) the company is not under any of the following circumstances:
1. The financial accounting report of the most recent fiscal year was given a negative opinion by the certified public accountant or could not be used
Audit reports expressing opinions;
2. The internal control of the financial report of the most recent fiscal year was negatively commented by the certified public accountant or the company did not meet the above conditions
Audit reports that cannot express opinions; Lift the restrictions on sales.
3. Failure to comply with laws and regulations, articles of association and public commitments in the last 36 months after listing
Profit distribution;
4. Equity incentive is not allowed according to laws and regulations;
5. Other circumstances recognized by the CSRC.
(II) 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. Within the last 12 months, the incentive objects who have been encouraged by the administrative department of the CSRC and its dispatched offices for major violations of laws and regulations have not been punished or banned from entering the market; Meet the conditions for lifting the restrictions.
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.
(III) the company's performance assessment requirements at the company level are audited, and the company will be in business in 2021
Based on the operating income in 2019, the growth rate of operating income in 2021 shall not be less than 16% (the upper income is 137587551755 yuan). The "operating income" refers to the operating income of the audited listed company, excluding the increase of the transfer of land use right compared with the operating income in 2019
Income, excluding the income from the transfer of land use rights, the company's operating income in 2019 was 987 million 39.40%, meeting the growth rate of no less than
Yuan.) 16% of the performance appraisal requirements.
(IV) performance appraisal at the individual level requires 61 incentive objects to pass the performance appraisal
On the premise that the performance appraisal indicators at the company level are reached, if the individual performance appraisal results of the incentive object are qualified, the unlocking conditions are met.
If it is "qualified", the restricted shares of the incentive object in the corresponding assessment year can be lifted.
To sum up, the board of Directors believes that the conditions for lifting the restrictions on sales have been met in the first lifting period of the company's restricted stock incentive plan for the first time in 2020, and agrees that the company will handle matters related to lifting the restrictions on sales for eligible incentive objects in accordance with the relevant provisions of the incentive plan.
3、 In 2020, the restricted stock incentive plan was granted for the first time. The restrictions can be lifted in the first lifting period
There are 61 incentive objects who meet the conditions for lifting the restrictions, and the number of restricted shares that can be lifted is 3.186 million, accounting for 0.56% of the current total share capital of the company, as follows:
The restricted share capital granted has been lifted once, and the remaining restrictions have not been lifted no. Name job ticket No. number of restricted shares (10000 shares) number of restricted shares (10000 shares) (10000 shares)
1 Fu Bo, chairman / President 150 45 105
2 vice chairman Liu Qiang 90 27 63
3 Wang Xiaojun, vice president 60 18 42
4 Tang Qian, former Secretary of the board of directors 30 9 21
5 benliangliang CFO 30 9 21
Core management personnel and core backbone personnel (56 persons) 702210.60 491.40
Total 1062318.60 743.40
Note: 1. After the restricted shares held by the directors and senior managers of the company are unlocked, their trading shares shall comply with the laws and regulations, business rules, implementation rules and other relevant provisions issued by the CSRC and Shenzhen Stock Exchange.
2. Ms. Tang Qian, former Secretary of the board of directors of the company, resigned in February 2022. According to the relevant provisions of the incentive plan, before his resignation, the individual has completed the personal performance assessment of the previous year and met the conditions for the lifting of restricted shares in the current period specified in the incentive plan. Therefore, the restricted shares corresponding to the first lifting period can be lifted, and the remaining restricted shares that have not been lifted will be repurchased and cancelled by the company at the grant price. 4、 Verification opinions of the remuneration and assessment committee of the board of directors
The remuneration and appraisal committee of the board of directors of the company has verified the satisfaction of the conditions for lifting the restrictions on sales, the list of incentive objects and the number of restricted shares that can be lifted in the first lifting period of the first part of the restricted stock incentive plan granted in 2020, and believes that the number of restricted shares that can be lifted by the incentive objects is consistent with the individual performance appraisal results in the appraisal year, and the company's performance indicators and other conditions for lifting the restrictions on sales have been reached, The subject qualification of the incentive object whose sales restriction can be lifted is legal and effective.
To sum up, the remuneration and assessment committee of the board of directors of the company unanimously agreed that the company handled the lifting of the sales restriction for 61 incentive objects in accordance with the relevant provisions of the 2020 restricted stock incentive plan.
5、 Opinions of the board of supervisors
After verification, the board of supervisors believes that: the company 202
