Securities code: Unittec Co.Ltd(000925) securities abbreviation: Unittec Co.Ltd(000925) Announcement No.: pro 2022018
About the company’s 2021 stock option and restricted stock incentive plan
Announcement on the achievement of the conditions for lifting the restrictions in the first lifting period of the first grant of restricted shares
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. Among the 76 incentive objects who meet the conditions for lifting the restrictions, the number of shares that can be lifted is 6.4 million, accounting for 1.1465% of the current total share capital of the company;
2. The source of the shares to be released this time: the company issues the company’s A-share common shares to the incentive objects and repurchases the company’s shares from the secondary market.
3. The company needs to apply to relevant institutions for handling the procedures for lifting the restrictions on the sale of restricted shares this time, and the company will issue relevant announcements in a timely manner in the future.
Unittec Co.Ltd(000925) (hereinafter referred to as “listed company” or “the company”) deliberated and adopted the proposal on the achievement of the first lifting of restrictions in the first lifting period of the company’s stock option and restricted stock incentive plan in 2021 at the 10th meeting of the 8th board of directors and the 7th Meeting of the 8th board of supervisors held on April 20, 2022. The board of Directors considers that the conditions for the first release of restricted shares granted for the first time set in the 2021 stock option and restricted stock incentive plan (Revised Draft) (hereinafter referred to as the “incentive plan”) have been met. According to the relevant provisions of the incentive plan, The board of directors of the company will handle the lifting of the restrictions on the sale of some restricted shares that meet the first conditions for lifting the restrictions on the sale of restricted shares granted for the first time in 2021. The board of directors of the company has been authorized by the company’s 2020 annual general meeting of shareholders to handle the lifting of sales restrictions, so it is not necessary to submit it to the general meeting of shareholders for deliberation. The relevant information is hereby announced as follows: I. decision making and deliberation procedures of the company’s incentive plan
1. February 9, 2021, The 22nd Meeting of the 7th board of directors of the company deliberated and approved the proposal on the 2021 stock option and restricted stock incentive plan (Draft) and its summary, the proposal on the 2021 stock option and restricted stock incentive plan implementation assessment management measures, and the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the 2021 stock option and restricted stock incentive plan. The independent directors of the company expressed independent opinions on whether the incentive plan is conducive to the sustainable development of the company and whether there is any situation damaging the interests of the company and all shareholders, and solicited entrusted voting rights from all shareholders on the incentive plan. On February 9, 2021, the 17th meeting of the seventh board of supervisors of the company deliberated and adopted relevant proposals; Guohao law firm (Hangzhou) issued a legal opinion on the draft incentive plan.
2. On February 10, 2021, the company opened the website at www.cn.info.com.cn The list of incentive objects of Unittec Co.Ltd(000925) 2021 stock option and restricted stock incentive plan was announced on the. On May 1, 2021, the company released the publicity of the list of incentive objects of Unittec Co.Ltd(000925) 2021 stock option and restricted stock incentive plan on the company’s enterprise wechat, including
The name, position and other information of the proposed incentive object. The publicity time is from May 1, 2021 to May 11, 2021. At the expiration of the publicity period, the board of supervisors of the company did not receive any objection. On May 13, 2021, the company announced the announcement and review opinions of the board of supervisors on the list of incentive objects of 2021 stock option and restricted stock incentive plan.
3. On May 18, 2021, The 2020 annual general meeting of shareholders of the company deliberated and passed the proposal on the 2021 stock option and restricted stock incentive plan (Draft) and its summary, the proposal on the 2021 stock option and restricted stock incentive plan implementation assessment management measures, and the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the 2021 stock option and restricted stock incentive plan. The company’s implementation of the 2021 stock option and restricted stock incentive plan was approved, and the board of directors was authorized to determine the grant date, grant stock options and restricted shares to the incentive objects when the incentive objects meet the conditions, and handle all matters necessary for the grant.
4. On May 22, 2021, the company opened the website at www.cn.info.com.cn The self inspection report on the trading of company shares by insiders of stock option and restricted stock incentive plan in 2021 and the incentive objects granted for the first time was announced on the.
5. On June 7, 2021, the second meeting of the eighth board of directors and the second meeting of the eighth board of supervisors deliberated and adopted the proposal on granting stock options and restricted shares to incentive objects for the first time. The independent directors of the company expressed their independent opinions on the above matters, and Guohao law firm (Hangzhou) issued a legal opinion.
6. On June 10, 2021, the company received the letter on increasing the interim proposal of the first extraordinary general meeting of shareholders in 2021 from Zhejiang lucent Information Technology Co., Ltd., a shareholder holding more than 3%, and proposed to adjust the company’s 2021 stock option and restricted stock incentive plan, mainly involving the adjustment of the distribution of stock option incentive plan Update of the total share capital and the proportion related to the total share capital (during the first exercise period of 2019 stock option and restricted stock incentive plan, the independent exercise of some incentive objects led to the increase of the total share capital of the company) Update of job changes of some incentive objects in the incentive plan (on May 18, 2021, the first meeting of the eighth board of directors of the company produced a new senior manager, Ms. He Junli served as vice president and Secretary of the board of directors, and Mr. Ling Zhujun, Mr. Wang Zhenyu and Mr. Shen Yijun no longer served as senior managers but still served in the company), etc. Guohao law firm (Hangzhou) issued a legal opinion on the adjustment of stock option and restricted stock incentive plan in 2021. The independent directors of the company issued independent opinions on the revision of stock option and restricted stock incentive plan in 2021 (Draft) and its abstract, and agreed to submit it to the first extraordinary general meeting of shareholders of the company in 2021 for deliberation.
7. On June 23, 2021, the first extraordinary general meeting of the company in 2021 deliberated and approved the proposal on Revising the company’s 2021 stock option and restricted stock incentive plan (Draft) and its summary.
8. On June 23, 2021, the first extraordinary general meeting of the company in 2021 deliberated and approved the proposal on Revising the company’s incentive plan for stock options and restricted stocks in 2021 (Draft) and its abstract. On the same day, the company held the third meeting of the eighth board of directors and the third meeting of the eighth board of supervisors to deliberate and approve the proposal on granting stock options and restricted stocks to incentive objects for the first time, The grant date of this incentive plan is determined to be June 23, 2021. The independent directors expressed their independent opinions on the above matters, and Guohao law firm (Hangzhou) issued a legal opinion.
9. On August 4, 2021, the company disclosed the announcement on the completion of the registration of the first grant of stock options under the 2021 stock option and restricted stock incentive plan. The registration of the first grant of stock options was completed on August 3, 2021.
10. On August 20, 2021, the company disclosed the announcement on the completion of the registration of the first grant of restricted shares (fixed increase part) in the stock option and restricted stock incentive plan in 2021. The grant date of restricted shares in this incentive plan is June 23, 2021, and the listing date of restricted shares granted is 2021
11. On August 24, 2021, the company disclosed the announcement on the completion of the registration of the first grant of restricted shares (repurchase part) in the 2021 stock option and restricted stock incentive plan. The grant date of restricted shares in this incentive plan is June 23, 2021, and the listing date of restricted shares granted is August 23, 2021.
12. On April 20, 2022, the 10th meeting of the 8th board of directors and the 7th Meeting of the 8th board of supervisors of the company deliberated and approved the proposal on the achievement of exercise conditions in the first exercise period of stock options granted by the company’s stock option and restricted stock incentive plan in 2021. The board of directors of the company confirmed that the board of supervisors and independent directors respectively expressed their consent that the exercise conditions for the first exercise period of stock options granted by the company’s stock option and restricted stock incentive plan in 2021 have been met. After the expiration of the first waiting period, 2.44 million options of 70 incentive objects can be exercised in the first exercise period.
13. On April 20, 2022, the 10th meeting of the 8th board of directors and the 7th Meeting of the 8th board of supervisors of the company deliberated and approved the proposal on the achievement of lifting the restrictions during the first lifting period of the company’s stock option and restricted stock incentive plan in 2021. The board of directors of the company confirmed that the board of supervisors and independent directors respectively expressed their consent and believed that the company’s stock option and restricted stock incentive plan in 2021 granted restricted shares for the first time, and the conditions for the lifting of restrictions in the first lifting period had been met. After the expiration of the first restriction period, 6.4 million shares of 76 incentive objects handled matters related to the lifting of restrictions in the first period. 2、 Main contents of restricted shares granted by incentive plan
1. Restricted stock grant date: June 23, 2021
2. Number of restricted shares granted: 16 million shares
3. Grant price of restricted shares: 3.11 yuan / share
4. Incentive objects: directors, senior managers, middle managers and core technical (business) personnel of the company (excluding independent directors and supervisors).
5. The stock source of restricted stock: the company issues A-share common shares (13105981 shares) to the incentive object and repurchases the company’s shares (28940190 shares) from the secondary market.
6. The restriction period and lifting arrangement of the incentive plan
(1) 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 grant registration. 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.
(2) The release period of restricted shares granted by the incentive plan 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
The first release period is from the first trading day 12 months after the grant date to 40% of the grant date
Ending on the last trading day within 24 months from the due date
The second release period is from the first trading day 24 months after the grant date to 30% of the grant date
Ending on the last trading day within 36 months from the due date
The third release period is from the first trading day 36 months after the grant date to 30% of the grant date
Ending on the last trading day within 48 months from the due date
During the above agreed period, if the restrictions cannot be applied for lifting due to the failure to meet the conditions for lifting the restrictions, the restrictions for that period shall be lifted
The restricted sale of shares shall not be lifted or deferred to the next period, and the company will repurchase and cancel them in accordance with the principles specified in the plan
The incentive object shall be the restricted shares whose sales restrictions have not been lifted.
3、 The board of directors is the first to lift the restrictions on the sale of restricted shares granted for the first time to meet the equity incentive plan in 2021
Description of conditions for lifting sales restrictions in the current period
1. Description of sales restriction period and lifting of sales restriction period
Draft of the company’s stock option incentive plan (revised in 2021)
12 months from the listing date of restricted shares granted by the incentive plan (i.e. August 23, 2021).
That is: the company’s stock option and restricted stock incentive plan in 2021 granted the first restricted stock for the first time
The first sales restriction period will expire on August 22, 2022, and the first sales restriction period will be from August 23, 2022 to
Until August 22, 2023 (including the first and last two days).
2. Description of the achievement of the conditions for lifting the restrictions in the first lifting period
Description of the conditions for lifting the restrictions on the sale of restricted shares meeting the conditions for lifting the restrictions
(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 most recent fiscal year is the audit report with a negative opinion or unable to express an opinion issued by the certified public accountant
Report; The company has not met the above-mentioned circumstances, and has failed to comply with laws and regulations and restricted sales conditions in the last 36 months after delisting ③.
The articles of association and public commitment to profit distribution;
④ Equity incentive is not allowed according to laws and regulations;
⑤ Other circumstances recognized by the CSRC.
