Securities code: 002389 securities abbreviation: Aerospace Ch Uav Co.Ltd(002389) Announcement No.: 2022-007 Aerospace Ch Uav Co.Ltd(002389)
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.
Aerospace Ch Uav Co.Ltd(002389) (hereinafter referred to as “the company”) the granting conditions specified in the 2021 restricted stock incentive plan (hereinafter referred to as “the incentive plan”) have been fulfilled. According to the authorization of the company’s first extraordinary general meeting in 2022, At the 36th meeting of the 5th board of directors held on January 11, 2022, the company deliberated and adopted the proposal on granting restricted shares to incentive objects, determined that the granting date of restricted shares was January 11, 2022, and granted 9161500 restricted shares to 272 incentive objects. The relevant matters are described as follows:
1、 Relevant approval procedures performed
1. On July 15, 2021, the company held the 30th meeting of the 5th board of directors and the 21st Meeting of the 5th board of supervisors, deliberated and adopted the proposal on , and other relevant proposals respectively. Related directors abstained from voting on relevant proposals, and independent directors expressed their independent opinions on matters related to the company’s incentive plan. The board of supervisors issued verification opinions on matters related to the incentive plan.
2. On December 2, 2021, the company received the reply on Aerospace Ch Uav Co.Ltd(002389) implementation of restricted stock incentive plan (gzkp [2021] No. 575) issued by the state owned assets supervision and Administration Commission of the State Council. The state owned assets supervision and Administration Commission of the State Council agreed in principle to the company’s implementation of restricted stock incentive plan.
3. From September 11, 2021 to September 20, 2021, the company publicized the list of incentive objects of the incentive plan through enterprise wechat and the company’s internal bulletin board. At the expiration of the publicity period, the company has not received any objection from any organization or individual to the proposed incentive object. On December 31, 2021, the board of supervisors of the company issued the verification opinions and publicity statement of the board of supervisors on the list of objects of the company’s restricted stock incentive plan in 2021.
4. On December 20, 2021, Mr. Xu Jianjun, an independent director of the company, was entrusted by other independent directors as the collector to solicit voting rights from all shareholders of the company on the proposals related to the company’s 2021 restricted stock incentive plan considered at the first extraordinary general meeting of 2022 held by the company on January 5, 2022.
5. On January 5, 2022, the company held the first extraordinary general meeting of shareholders in 2022, deliberated and approved the proposal on , and conducted self-examination on the insider information of the incentive plan and the trading of shares of the company by the incentive objects, Disclosed the self inspection report on the trading of the company’s shares by insiders and incentive objects of the company’s restricted stock incentive plan in 2021.
6. On January 11, 2022, the company held the 36th meeting of the 5th board of directors and the 25th meeting of the 5th board of supervisors, which respectively deliberated and adopted the proposal on adjusting the number of restricted stock incentive plans granted in 2021 and the proposal on granting restricted shares to incentive objects. The independent directors expressed their independent opinions on the relevant proposals, and the board of supervisors issued verification opinions on the grant date of the incentive plan and the list of incentive objects.
2、 Description of conditions for granting restricted shares
1. The company is not under any of the following circumstances:
(1) Failing to employ an accounting firm to conduct audit in accordance with the prescribed procedures and requirements in the latest fiscal year;
(2) The state-owned assets supervision and administration institution, the board of supervisors or the audit department raise major objections to the company’s performance or annual financial report;
(3) Major violations are punished by the securities regulatory authority and other relevant departments;
(4) The annual financial accounting report or internal control evaluation report is issued with negative opinions or unable to express opinions by certified public accountants;
(5) Failure to distribute profits in accordance with laws and regulations, the articles of association and public commitments within the last 36 months after listing;
(6) Equity incentive is not allowed according to laws and regulations;
(7) Other circumstances recognized by the CSRC.
2. The incentive object does not have any of the following situations:
(1) Economic responsibility audit and other results show that they fail to perform their duties effectively or seriously neglect or derelict their duties; (2) Violating the relevant laws and regulations of the state and the provisions of the articles of Association;
(3) During his term of office, he has taken bribes, embezzled and stole, disclosed the company’s business and technical secrets, carried out related party transactions, damaged the company’s interests and reputation and had a significant negative impact on the company’s image, and has been punished;
(4) Failing to perform or correctly perform their duties, resulting in large asset losses and other serious adverse consequences to the company;
(5) Being identified as inappropriate by the stock exchange within the last 12 months;
(6) It has been identified as an inappropriate candidate by the CSRC and its dispatched offices within the last 12 months; (7) Being administratively punished by the CSRC and its dispatched offices or taking market entry prohibition measures for major violations of laws and regulations within the last 12 months;
(8) Those who are not allowed to serve as directors or senior managers of the company as stipulated in the company law;
(9) Those who are not allowed to participate in equity incentive of listed companies according to laws and regulations;
(10) Other circumstances recognized by the CSRC.
After verification, the board of Directors believes that the grant conditions of the incentive plan have been met.
3、 Award of this incentive plan
1. Grant date: January 11, 2022
2. Grant price: 12.80 yuan / share
3. Source of restricted shares, number of shares granted and distribution of granted objects
(1) Source of restricted stock: issue A-share common stock to the incentive object. (2) Number of shares granted: 9161500 restricted shares, accounting for about 0.93% of the company’s current total share capital of 988302944 shares.
(3) Distribution of restricted shares granted to incentive objects
Name and Title: restricted shares granted account for restricted shares granted account for current total shares
Number of votes (10000 shares) proportion of total votes
Qin Yongming, general manager 14 1.53% 0.01%
Du Zhixi, deputy general manager and Secretary of the board of directors 11 1.20% 0.01%
Li pingkun, Deputy General Manager 11 1.20% 0.01%
Zhou Ying, deputy general manager and chief financial officer 12 1.31% 0.01%
Core management, business, technology and skills backbone employees 868.15 94.76% 0.88%
(268 persons)
Total (272 persons) 916.15 100.00% 0.93%
Note: the number of awards agreed in the incentive plan shall not exceed 301, and the final number of participants is 272, which is in line with the provisions of the incentive plan and does not belong to this adjustment; Since the data shall be rounded during calculation, there is a mantissa difference between the sum of the above shares and the total value.
4. Sales restriction period and release period of restricted shares:
The restricted stock granted by the incentive plan is restricted for 24 months from the date when the restricted stock grant registration is completed to the date when the restricted stock can be lifted. The release period of restricted shares granted this time 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 first release period is from the first trading day after 24 months from the date of completion of registration of the grant to 33% of the grant
On the last trading day within 36 months from the date of completion of registration
From the first trading day after 36 months from the date of completion of registration of grant to the date of grant
33% in the second lifting period
On the last trading day within 48 months from the date of completion of registration
From the first trading day after 48 months from the date of completion of registration of grant to the date of grant
34% in the third release period
On the last trading day within 60 months from the date of completion of registration
5. The performance conditions for the release of restricted shares are as follows:
The restricted shares granted under the plan shall be subject to annual performance evaluation and the restriction shall be lifted in the three fiscal years during the period of lifting the restriction, so as to meet the performance evaluation objectives as the conditions for lifting the restriction. The annual performance assessment of the company is as follows:
Performance evaluation conditions for lifting the sales restriction period
The return on net assets in 2022 shall not be lower than 3.45% and 75% of the benchmark enterprise
The first quantile or the average performance level of the same industry; Based on the performance in 2020, 2022
The compound annual net profit growth rate during the period of lifting the restrictions on sales shall not be less than 9.5%, and shall not be less than 75 points for the benchmarking enterprise
Bit value or average performance level of the same industry; △ EVA in 2022 is greater than o;
The return on net assets in 2023 shall not be less than 3.70% and not less than 75% of the benchmark enterprise
The second quantile or the average performance level of the same industry; Based on the performance in 2020, 2023
The compound annual net profit growth rate during the period of lifting the restrictions on sales shall not be less than 10%, and shall not be lower than the 75th percentile of the benchmarking enterprise
Value or average performance level of the same industry; △ EVA in 2023 is greater than o;
The return on net assets in 2024 shall not be lower than 4.05% and 75% of the benchmark enterprise
The third quantile or the average performance level of the same industry; Based on the performance in 2020, 2024
The compound annual net profit growth rate during the period of lifting the sales restriction shall not be less than 10.5%, and shall not be less than 75 points for the benchmarking enterprise
Bit value or average performance level of the same industry; △ EVA in 2024 is greater than o.
Note: net profit refers to the net profit attributable to the shareholders of the listed company after deducting non recurring profits and losses. The return on net assets is the weighted average return on net assets attributable to the shareholders of the listed company after deducting non recurring profits and losses. When calculating these two indicators, the new net asset value due to non-public offering of shares or debt to equity swap during the implementation of the incentive plan is excluded. If the company issues shares to acquire assets during the implementation of the incentive plan, the impact of the acquired assets shall be excluded from the calculation of the above indicators. The industry is Shenwan industry classification standard “national defense military industry aviation equipment” industry. The average performance level of the same industry under the net profit compound growth rate index is the compound growth rate of the sum of the net profits of all listed companies in the industry in each assessment year relative to the benchmark year.
The restricted shares of the current period can be released only if the performance appraisal of the corresponding appraisal year meets the conditions. The individual performance appraisal coefficient and the release proportion are determined according to the individual performance appraisal results of the accounting year corresponding to the performance appraisal at the company level, and the specific provisions are subject to the restricted stock grant agreement signed by the company and the incentive object.
See the following table for the relationship between individual annual performance appraisal results and the proportion of lifting sales restrictions:
Assessment grade A (excellent) B (good) C (normal) d (to be improved) e (poor)
Assessment score 95 ≤ x ≤ 100 90 ≤ x < 95 80 ≤ x < 90 70 ≤ x < 80 x < 70
Assessment coefficient 1.0 0.6 0
Only after passing the annual assessment can the incentive object be qualified to lift the restriction on the sale of restricted shares in the current period. The actual amount of individual lifting the restriction in the current period = individual performance assessment coefficient × The individual plans to lift the sales restriction limit in the current period. The restricted shares that cannot be lifted in the current period shall be repurchased by the company according to the lower value of the grant price and the market price of the shares. The market price is the average trading price of the company’s underlying stock on the trading day before the announcement of the resolution of the board of directors to consider the repurchase.
4、 Explanation on whether there is any difference between this grant and the incentive plan approved by the general meeting of shareholders. Due to the slight adjustment of the number of employees participating in the subscription of restricted shares in the incentive plan compared with the initial plan, the number of restricted shares to be granted in the incentive plan is adjusted from 9.46 million shares to 9.1615 million shares. Other matters granted this time are related to the company
