Securities code: Konfoong Materials International Co.Ltd(300666) securities abbreviation: Konfoong Materials International Co.Ltd(300666) Announcement No.: 2022069 bond Code: 123123 bond abbreviation: Jiangfeng convertible bond
Konfoong Materials International Co.Ltd(300666)
Announcement on the achievement of exercise conditions in the third exercise period of the first stock option incentive plan
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. The incentive objects that meet the exercise conditions of the third exercise period of stock options granted for the first time in the first phase of the stock option incentive plan (hereinafter referred to as the "incentive plan") are 188, and the number of exercisable stock options is 4.236 million, accounting for 1.83% of the current total share capital of the company.
2. This stock option adopts the independent exercise mode.
3. This exercise can only be carried out after the formalities of relevant institutions are completed. At that time, it will be announced separately. Please pay attention to it.
Konfoong Materials International Co.Ltd(300666) (hereinafter referred to as "the company") held the 21st Meeting of the third board of directors and the 19th meeting of the third board of supervisors on April 25, 2022, deliberated and adopted the proposal on the achievement of exercise conditions in the third exercise period of stock options first granted by the first phase of stock option incentive plan. The relevant matters are hereby announced as follows:
1、 The relevant incentive plan approval procedures have been fulfilled
1. On February 15, 2019, the company held the 11th meeting of the second board of directors and the 11th meeting of the second board of supervisors, deliberated and adopted the proposal on the company's first stock option incentive plan (Draft) and its summary The independent directors of the company expressed their independent opinions on the proposal on the management measures for the implementation and assessment of the first stock option incentive plan of the company and the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to the first stock option incentive plan of the company, Mr. Guo Baitao, an independent director of the company, solicited voting rights from all shareholders on the relevant proposals of the stock option incentive plan submitted to the general meeting of shareholders for deliberation. Guohao law firm (Shanghai) issued the legal opinion of Guohao law firm (Shanghai) on the incentive plan of Konfoong Materials International Co.Ltd(300666) first stock option.
2. The company publicized the names and positions of the list of incentive objects to be granted within the company from February 18, 2019 to March 7, 2019. During the publicity period, the company has not received any objection about the proposed incentive object. The board of supervisors of the company checked the list of incentive objects of the incentive plan, and disclosed the verification opinions and publicity statement of the board of supervisors on the list of incentive objects of the first stock option incentive plan on March 8, 2019.
3. On March 15, 2019, the company held the second extraordinary general meeting of shareholders in 2019, which deliberated and passed the proposal on the company's first stock option incentive plan (Draft) and its summary, the proposal on the company's measures for the implementation and assessment of the first stock option incentive plan, and the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company's first stock option incentive plan, It also disclosed the self inspection report on the insider information of the first stock option incentive plan, the insider and the incentive object's purchase and sale of the company's shares.
4. On March 15, 2019, the company held the 12th meeting of the second board of directors and the 12th meeting of the second board of supervisors, deliberated and approved the proposal on adjusting the list and number of incentive objects granted rights and interests for the first time in the company's first stock option incentive plan and the proposal on granting stock options to incentive objects. After adjustment, 200 incentive objects were granted stock options for the first time, and 14.64 million stock options were granted. The independent directors of the company expressed their independent opinions, and the board of supervisors verified the list of incentive objects granted stock options this time. Guohao law firm (Shanghai) issued the legal opinion of Guohao law firm (Shanghai) on the first grant of stock options under the Konfoong Materials International Co.Ltd(300666) first stock option incentive plan. Option abbreviation: Jiangfeng jlci, option Code: 036347, grant date of stock option: March 15, 2019, registration completion date of granted stock option: April 2, 2019, exercise price of stock option: 39.50 yuan / share.
5. On April 23, 2020, the company held the 25th meeting of the second board of directors and the 22nd Meeting of the second board of supervisors, deliberated and adopted the proposal on canceling some granted stock options under the first stock option incentive plan, the proposal on adjusting the exercise price of stock options granted for the first time under the first stock option incentive plan Proposal on the achievement of exercise conditions in the first exercise period of stock options granted by the first stock option incentive plan for the first time. Since 10 incentive objects have resigned and the personal performance appraisal results of 2 incentive objects can only be partially exercised, it is agreed to cancel the 406000 stock options granted to the above incentive objects but not yet approved to exercise; In view of the completion of equity distribution in 2018, it is agreed to adjust the exercise price of stock options granted for the first time from 39.5 yuan / share to 39.44 yuan / share; According to the relevant provisions of the first stock option incentive plan of the company, the exercise conditions of the first exercise period of stock options granted for the first time have been met, and the number of exercisable stock options of 190 incentive objects who agreed to meet the exercise conditions of the first exercise period is 5.684 million. The remuneration and assessment committee of the board of directors and the board of supervisors issued the agreed verification opinions, the independent directors issued the agreed independent opinions, and Guohao law firm (Shanghai) issued the legal opinion of Guohao law firm on matters related to the first exercise of stock options granted for the first time in Konfoong Materials International Co.Ltd(300666) phase I stock option incentive plan.
6. On August 7, 2020, the company held the 31st meeting of the second board of directors and the 27th meeting of the second board of supervisors, deliberated and adopted the proposal on adjusting the exercise price of stock options granted for the first time in the first stock option incentive plan. In view of the completion of the implementation of equity distribution in 2019, the company agreed to adjust the exercise price of stock options granted for the first time from 39.44 yuan / share to 39.38 yuan / share. The board of supervisors of the company issued the agreed verification opinions, the independent directors issued the agreed independent opinions, and Guohao law firm (Shanghai) issued the legal opinion of Guohao law firm on adjusting the exercise price of stock options under Konfoong Materials International Co.Ltd(300666) phase I stock option incentive plan.
7. On April 15, 2021, the company held the fifth meeting of the third board of directors and the fifth meeting of the third board of supervisors, deliberated and adopted the proposal on cancellation of stock options that have not been exercised at the expiration of the first stock option incentive plan, the proposal on cancellation of some granted stock options in the first stock option incentive plan Proposal on the achievement of exercise conditions in the second exercise period of stock options granted for the first time by the first stock option incentive plan.
In view of the resignation of one incentive object, it is agreed to cancel the 48000 stock options granted to the incentive object but not exercised; At the same time, since the two incentive objects have not exercised their rights at the expiration of the first exercise period, it is agreed to cancel a total of 24000 stock options that have not been exercised at the expiration of the exercise period of the above incentive objects; According to the relevant provisions of the first stock option incentive plan of the company, the exercise conditions of the second exercise period for the first grant of stock options have been met, and the number of exercisable stock options of 189 incentive objects who agreed to meet the exercise conditions of the second exercise period is 4.251 million. The remuneration and assessment committee of the board of directors and the board of supervisors issued the agreed verification opinions, the independent directors issued the agreed independent opinions, and Guohao law firm (Shanghai) issued the legal opinion of Guohao law firm on the cancellation of expired outstanding stock options in Konfoong Materials International Co.Ltd(300666) phase I stock option incentive plan Legal opinion of Guohao law firm (Shanghai) on matters related to the second exercise of stock options granted for the first time in the Konfoong Materials International Co.Ltd(300666) first stock option incentive plan.
8. On May 28, 2021, the company held the sixth meeting of the third board of directors and the sixth meeting of the third board of supervisors, deliberated and approved the proposal on adjusting the exercise price of stock options first granted under the first stock option incentive plan, and agreed to adjust the exercise price of stock options first granted under the first stock option incentive plan from 39.38 yuan / share to 39.24 yuan / share from the ex dividend date of equity distribution in 2020. The board of supervisors of the company issued the agreed verification opinions, the independent directors issued the agreed independent opinions, and Guohao law firm (Shanghai) issued the legal opinion of Guohao law firm on adjusting the exercise price of stock options under Konfoong Materials International Co.Ltd(300666) phase I stock option incentive plan.
9. On April 25, 2022, the company held the 21st Meeting of the third board of directors and the 19th meeting of the third board of supervisors, deliberated and adopted the proposal on cancellation of stock options that have not been exercised at the expiration of the exercise period of the first stock option incentive plan, the proposal on cancellation of some granted stock options of the first stock option incentive plan Proposal on the achievement of exercise conditions in the third exercise period of stock options granted for the first time by the first stock option incentive plan. In view of the resignation of one incentive object, it is agreed to cancel a total of 15000 stock options granted to the incentive object but not exercised; At the same time, since the five incentive objects have not exercised their rights at the expiration of the second exercise period, it is agreed to cancel a total of 87000 stock options that have not been exercised at the expiration of the exercise period of the above incentive objects; According to the relevant provisions of the first stock option incentive plan of the company, the exercise conditions of the third exercise period of stock options granted for the first time have been met, and the number of exercisable stock options of 188 incentive objects who agreed to meet the exercise conditions of the third exercise period is 4.236 million. The remuneration and assessment committee of the board of directors and the board of supervisors issued the agreed verification opinions, the independent directors issued the agreed independent opinions, and Guohao law firm (Shanghai) issued the legal opinion of Guohao law firm on the cancellation of expired outstanding stock options in Konfoong Materials International Co.Ltd(300666) phase I stock option incentive plan Legal opinion of Guohao law firm (Shanghai) on matters related to the third exercise of stock options granted for the first time in the Konfoong Materials International Co.Ltd(300666) first stock option incentive plan.
2、 Statement on the achievement of exercise conditions in the third exercise period of stock options granted for the first time
1. Expiration of waiting period
According to the relevant provisions of the first stock option incentive plan of the company, the third exercise period starts from the first trading day 36 months after the completion of the registration of the first stock option granted to the last trading day within 48 months after the completion of the registration of the first stock option granted, and the proportion of exercisable rights is 30%.
The first grant date of stock option in this incentive plan is March 15, 2019, and the registration date of stock option grant is April 2, 2019. Therefore, the third exercise period of stock option granted for the first time starts from April 2, 2022.
2. Description of the achievement of exercise conditions in the third exercise period
Description of whether the exercise conditions meet the exercise conditions
(1) The company has not been under any of the following circumstances: ① the financial and accounting report of the latest fiscal year has been issued with a negative opinion or an audit report that cannot express an opinion by the certified public accountant; ② The internal control of the financial report of the latest fiscal year was denied by the certified public accountant
Opinions or audit reports that cannot express opinions; The company does not meet the exercise conditions under the above circumstances. ③ Failure to distribute profits in accordance with laws and regulations, articles of association and public commitments within the last 36 months after listing; ④ Equity incentive is not allowed according to laws and regulations; ⑤ Other circumstances recognized by the CSRC. (2) The incentive object is not under any of the following circumstances: ① it has been identified as an inappropriate candidate by the stock exchange in 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 Being administratively punished by the CSRC and its dispatched offices or taking market entry prohibition measures for major violations of laws and regulations in the last 12 months; ④ Those who are not allowed to serve as directors and senior managers of the company as stipulated in the company law, and the incentive objects of the company do not meet the above circumstances; Exercise conditions.
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. In case of any of the circumstances specified in article (1) above, the stock options granted but not exercised by all incentive objects according to the incentive plan shall be cancelled by the company; If one of the circumstances specified in article (2) above occurs to an incentive object, the stock options granted but not exercised by the incentive object according to the incentive plan shall be cancelled by the company.
Performance assessment requirements of the company's audited business (3) companies in 2016, 2017 and 2018
The business income is 44280874802 yuan respectively. The third exercise period of stock options granted for the first time shall meet the following requirements: Based on the business income from 2016 to 2018
Based on the average of RMB 55 Shenzhen Aoto Electronics Co.Ltd(002587) 03 and 64968324458, the operating income in 2021
