Securities code: 002758 securities abbreviation: Zjamp Group Co.Ltd(002758) Announcement No.: 2022-07
Bond Code: 128040 bond abbreviation: Huatong convertible bond
Announcement on granting restricted shares to incentive objects
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
Restricted stock grant date: January 10, 2022
Number of restricted shares granted: 12.54 million shares
Grant price of restricted shares: 5.37 yuan / share
Zjamp Group Co.Ltd(002758) (hereinafter referred to as the “company”). The restricted stock grant conditions specified in the 2021 restricted stock incentive plan (Draft) (hereinafter referred to as the “incentive plan (Draft)” or the “incentive plan”) have been fulfilled. According to the authorization of the first extraordinary general meeting of shareholders in 2022, The company held the 19th meeting of the 4th board of directors and the 16th meeting of the 4th board of supervisors on January 10, 2022, deliberated and adopted the proposal on granting restricted shares to incentive objects, and agreed to grant 12.54 million restricted shares to 449 eligible incentive objects on January 10, 2022, with the grant price of 5.37 yuan / share. The relevant matters are described as follows:
1、 Brief description of the incentive plan and relevant approval procedures performed
(I) brief description of the company’s restricted stock incentive plan
On January 10, 2022, the company held the first extraordinary general meeting of shareholders in 2022, deliberated and adopted the proposal on the company’s restricted stock incentive plan in 2021 (Draft) and its summary, and the proposal on the company’s measures for the assessment and management of the implementation of the restricted stock incentive plan in 2021 Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the restricted stock incentive plan in 2021. The main contents of the company’s restricted stock incentive plan in 2021 are as follows:
1. Incentive tool: restricted stock.
2. Stock source: the company’s A-share common stock issued by the company to the incentive object.
3. Grant price: the grant price of restricted shares in the incentive plan is 5.37 yuan / share.
4. Incentive objects: the incentive objects of this incentive plan are the current directors (excluding independent directors and external directors), senior managers, middle managers, core business (Management) personnel and relevant employees that the board of directors of the Company deems necessary to be encouraged.
The distribution of restricted shares granted by the incentive plan among incentive objects is shown in the table below:
Proportion of restricted shares granted to the total amount of share capital (10000 shares) at the time of reporting of the number of restricted shares granted to the plan and the total number of institutional shares in the draft plan
Chairman Bao Zhonghai 50.00 3.99% 0.10%
Lin Changbin, director and general manager 50.00 3.99% 0.10%
Jiang Jun, deputy general manager 25.00 1.99% 0.05%
Liu Wenqi, deputy general manager and chief financial officer 25.00 1.99% 0.05%
Jinding deputy general manager and Secretary of the board of directors 25.00 1.99% 0.05%
Middle managers and core business (managers) 1079.00 86.04% 2.21%
Staff (444 persons)
Total (449 persons) 1254.00 100.00% 2.57%
Note: 1. The shares of the company granted by any incentive object in the incentive plan through all equity incentive plans within the validity period shall not exceed 1% of the total share capital of the company. The total number of subject shares involved in all equity incentive plans of the company within the validity period shall not exceed 10% of the total share capital of the company.
2. If the total number in the above table is inconsistent with the mantissa of the sum of the sub item values, it is caused by rounding.
3. Since the company is in the conversion period of convertible corporate bonds, the total amount of share capital mentioned in the table is the number of shares of the company on December 22, 2021. 5. The validity period, restriction period, release of restriction arrangement and lock up period of the incentive plan
(1) Validity of this incentive plan
The validity period of the incentive plan shall be no more than 48 months from the date of completion of the registration of the grant of restricted shares to the date when all the restricted shares granted to the incentive object are lifted or repurchased.
(2) Sales restriction period and release arrangement of the incentive plan
The restricted sale periods of the restricted shares granted under the incentive plan are 12 months, 24 months and 36 months respectively from the date of completion of the registration of the restricted shares granted. 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 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. If the company repurchases the restricted shares that have not been lifted, such shares will be repurchased together.
The release period of restricted shares granted by the incentive plan and the release schedule of each period are shown in the table below:
Proportion of the number of sales restrictions that can be lifted in the number of granted rights and interests
The first transaction after 12 months from the date of completion of registration of restricted shares
The last 40% within 24 months from the date of the first lifting of the restriction period to the date of completion of registration of restricted shares
End of one trading day
The first transaction after 24 months from the date of completion of registration of restricted shares
The last 30% within 36 months from the date of lifting the sales restriction period to the date of completion of registration of restricted shares
End of one trading day
The first transaction after 36 months from the date of completion of registration of restricted shares
The last 30% within 48 months from the date of the third lifting of the restriction period to the date of completion of registration of restricted shares
End of one trading day
After the expiration of the restriction, the company shall handle the lifting of the restriction for the incentive objects who meet the conditions for lifting the restriction.
The restricted shares that cannot be released during the release period of the incentive object shall not be deferred to the next year. Such restricted shares shall be repurchased by the company according to the principles specified in the plan.
(3) Lock up period of this incentive plan
The prohibition provisions of this restricted stock incentive plan shall be implemented in accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”) and other relevant laws, regulations, normative documents and the articles of association, including but not limited to:
① If the incentive objects are directors and senior managers of the company, the shares transferred each year during their tenure shall not exceed 25% of the total shares of the company they hold; The company’s shares held by him shall not be transferred within half a year after his resignation.
② If the incentive objects are directors and senior managers of the company, they will sell their shares of the company within 6 months after buying, or buy them again within 6 months after selling, and the resulting income will belong to the company, and the board of directors of the company will recover their income.
③ During the effective period of the plan, if the relevant laws and regulations such as the company law, the securities law, normative documents and the articles of association have changed the relevant provisions on the transfer of shares held by the company’s directors and senior managers, Then the transfer of the company’s shares held by these incentive objects shall comply with the provisions of the revised Company Law, securities law and other relevant laws and regulations, normative documents and the articles of association. 6. Conditions for lifting sales restrictions
(1) Company level performance assessment requirements
The restricted shares granted under the plan will be subject to annual performance assessment and the restriction will be lifted in three fiscal years from 2022 to 2024. The assessment will be conducted once every fiscal year to meet the company’s performance assessment objectives as the conditions for the lifting of the restriction. The annual performance assessment objectives of the incentive plan are as follows:
Annual performance evaluation index 1 performance evaluation index 2 performance evaluation index 3 during the lifting of sales restriction period
Based on the net profit in 2020 from 2021 to 2022 plus the main business income in 2022 accounting for the first year of business termination in 2022, the proportion of average net asset income from 2021 to 2022 shall not be less than 90%, Among them, the average annual cumulative net profit growth rate during the sales restriction period is not less than 230% and 12% respectively, and the growth rate in 2020 is not less than 10%
Based on the net profit in 2020 from 2021 to 2023 plus the main business income in 2023 accounting for the second year of business termination in 2023, the proportion of average net asset income from 2021 to 2023 shall not be less than 90%, Among them, the average annual cumulative net profit growth rate during the sales restriction period is not less than 380%, less than 12.5%, and the growth rate in 2020 is not less than 20%
Based on the net profit in 2020 from 2021 to 2024 plus the main business income in 2024 accounting for the third year of business termination in 2024, the proportion of average net asset income from 2021 to 2024 shall not be less than 90%, Among them, the average annual cumulative net profit growth rate during the sales restriction period shall not be less than 540% and 13% respectively, and the growth rate in 2020 shall not be less than 30%
Corresponding coefficient of index completion
Performance appraisal index 1: up to standard x = 100%
(corresponding coefficient is x) unqualified x = 0
Performance assessment indicator 2 up to standard y = 100%
(corresponding coefficient is y) substandard y = 0
Performance assessment indicator 3 up to standard z = 100%
(corresponding coefficient is Z) unqualified z = 0
The proportion of sales restrictions lifted at the company level M = x * 60% + y * 25% + Z * 15%
（M）
Note: 1. The dimensions of “net profit” and “operating income” shall be subject to the consolidated statements audited by the accounting firm. The above net profit and weighted average return on net assets indicators shall be calculated based on the net profit attributable to the shareholders of the listed company before amortization of incentive cost after deducting non recurring profits and losses.
2. The net profit base in 2020 is comparable (the net profit realized by Zhejiang Agricultural Materials Group Co., Ltd. from the beginning of 2020 to the merger date is not included in the non recurring profits and losses of the listed company). The net profit attributable to the shareholders of the listed company after deducting the non recurring profits and losses is 303091833.67 yuan.
3. “Operating income of comprehensive agricultural service business” refers to the operating income of comprehensive agricultural service business in the audited financial report of the listed company. 4. During the validity period of the equity incentive plan, if the company carries out non-public offering (excluding convertible bonds into shares) for financing, the newly increased net assets and the net profit generated by such net assets will not be included in the assessment and calculation scope of the current year and the next year.
Calculation method of the quantity of sales restrictions that can be lifted at the company level:
Quantity of sales restrictions that can be lifted in each period = planned amount of sales restrictions lifted in each period * proportion of sales restrictions lifted at the company level (m)
If, in each assessment year, the restricted shares that the incentive object plans to release in the current period cannot be released due to the non-compliance of the company level performance assessment, this part of the restricted shares shall be repurchased by the company according to the sum of the grant price and the bank deposit interest in the same period.
（2）
