Stock abbreviation: Autek China Inc(300595) securities code: 300595 No.: 2022-001 Autek China Inc(300595)
About the first grant of restricted stock incentive plan in 2019
Phase II suggestive announcement on lifting the listing and circulation of restricted shares
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement.
Special tips:
1. Autek China Inc(300595) (hereinafter referred to as "the company" or " Autek China Inc(300595) ") granted the restricted stock incentive plan in 2019 for the first time. There are 21 incentive objects in this batch, including 20 incentive objects who meet 100% of the conditions for lifting the restrictions and 1 incentive object who meets the conditions for breaking down the restrictions. The number of restricted shares that can apply for lifting the restrictions on sales is 476957 shares, accounting for 0.0561% of the current total share capital of 850508170 shares of the company.
2. The date of lifting the restrictions on the sale of restricted shares this time, i.e. the listing and circulation date, is January 18, 2022.
1、 Specific circumstances of lifting the restrictions on the sale of shares obtained by equity incentive
The company held the 19th meeting of the third board of directors on December 31, 2021, The proposal on adjusting the number of shares granted for the first time under the 2019 restricted stock incentive plan, the proposal on lifting the restrictions on sales in the second phase of the first grant of the 2019 restricted stock incentive plan, and the proposal on adjusting the repurchase price and number of shares granted for the first time under the 2019 restricted stock incentive plan were reviewed and approved The proposal on the proposed repurchase and cancellation of the first granted shares of part of the 2019 restricted stock incentive plan agrees to handle the matters related to the lifting of the sales restriction in the second phase of the first granted part of the 2019 restricted stock incentive plan in accordance with the relevant provisions of the company's 2019 restricted stock incentive plan (revised in 2021) (hereinafter referred to as "2019 incentive plan").
The incentive objects of the company's restricted stock incentive plan in 2019 are 21 for the first time, and the number of restricted shares granted is 765200. Since the company implemented the 2019 annual equity distribution plan (5 shares for every 10 shares) in May 2020, the number of restricted shares granted for the first time increased from 765200 shares to 1147800 shares. Since the company implemented the 2020 annual equity distribution plan in May 2021 (every 10 years)
3.5 bonus shares, converted into 0.5 shares), and the number of restricted shares originally granted for the first time increased from 1147800 shares to 1606920 shares (including shares to be repurchased).
There are 21 incentive objects who meet the conditions for lifting the sales restriction this time, including 20 incentive objects who meet the 100% conditions for lifting the sales restriction this time, and one incentive object who meets the conditions for partially lifting the sales restriction. The number of restricted shares that can apply for lifting the restrictions on sales is 476957 shares (30% of the total number of restricted shares after the distribution of rights and interests granted for the first time, excluding the number of shares to be repurchased and cancelled), accounting for 0.0561% of the current total share capital of the company of 850508170 shares.
The board of directors' implementation of the lifting of the restrictions on sales has been authorized by the company's first extraordinary general meeting of shareholders in 2019 and does not need to be submitted to the general meeting of shareholders for deliberation.
2、 Relevant approval procedures for restricted stock incentive plan
1. On September 30, 2019, the company held the 25th meeting of the second board of directors, The proposal on and its summary, the proposal on < Autek China Inc(300595) 2019 restricted stock incentive plan assessment management measures, and the proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to the company's 2019 restricted stock incentive plan were reviewed and adopted. The independent directors of the company have expressed their independent opinions on this restricted stock incentive plan. The lawyer issued a legal opinion.
2. On September 30, 2019, the company held the 24th Meeting of the second board of supervisors, The proposal on and its summary, the proposal on < Autek China Inc(300595) 2019 restricted stock incentive plan assessment management measures, and the proposal on verifying the list of incentive objects of < Autek China Inc(300595) 2019 restricted stock incentive plan were reviewed and adopted. The board of supervisors checked the incentive objects of the incentive plan and considered that the subject qualification of the incentive objects was legal and effective.
3. On October 31, 2019, the company held the 27th meeting of the second board of directors, deliberated and approved the proposal on Amending the company's 2019 restricted stock incentive plan (Draft) and some provisions of its summary, and the proposal on Amending the company's measures for the implementation and assessment of the company's 2019 restricted stock incentive plan, and agreed to modify the incentive plan. The independent directors of the company expressed independent opinions on this amendment. The lawyer issued a legal opinion.
4. On October 31, 2019, the company held the 26th meeting of the second session of the board of supervisors, deliberated and adopted the proposal on Amending the company's 2019 restricted stock incentive plan (Draft) and some provisions of its summary, and the proposal on Amending the company's measures for the implementation and assessment of 2019 restricted stock incentive plan.
5. On November 12, 2019, the company held the first extraordinary general meeting of shareholders in 2019, The proposal on and its summary, the proposal on , and the proposal on Amending the company's and its summary were reviewed and adopted Proposal on Amending the company's measures for the assessment and management of the implementation of the restricted stock incentive plan in 2019. The lawyer issued a legal opinion.
6. On November 15, 2019, the company held the 28th meeting of the second board of directors, deliberated and approved the proposal on granting restricted shares to some incentive objects for the first time in the 2019 restricted stock incentive plan, and decided to grant 765200 restricted shares to 21 incentive objects on November 15, 2019, The grant price is 23.90 yuan / share. The independent directors of the company have expressed their independent opinions on this restricted stock grant. The lawyer issued a legal opinion.
7. On November 15, 2019, the company held the 27th meeting of the second board of supervisors, deliberated and adopted the proposal on granting restricted shares to some incentive objects for the first time in the 2019 restricted stock incentive plan.
8. On September 1, 2020, the company held the fifth meeting of the third board of directors, deliberated and adopted the proposal on granting reserved parts of the restricted stock incentive plan in 2019. The independent directors of the company expressed their independent opinions on the reserved granting of restricted shares.
9. On September 1, 2020, the company held the fourth meeting of the third board of supervisors, deliberated and adopted the proposal on the reserved part of the 2019 restricted stock incentive plan.
10. On November 11, 2020, the company held the seventh meeting of the third board of directors, deliberated and adopted the proposal on Amending the company's 2019 restricted stock incentive plan and some of its abstract provisions, and the proposal on Amending the company's measures for the implementation and assessment of the 2019 restricted stock incentive plan. The lawyer issued a legal opinion.
11. On November 11, 2020, the company held the sixth meeting of the third board of supervisors, deliberated and approved the proposal on Amending the company's 2019 restricted stock incentive plan and some provisions of its summary, and the proposal on Amending the company's measures for the implementation and assessment of 2019 restricted stock incentive plan.
12. On November 27, 2020, the company held the first extraordinary general meeting of shareholders in 2020, deliberated and approved the proposal on Amending the company's 2019 restricted stock incentive plan and some provisions of its summary, and the proposal on Amending the company's measures for the assessment and management of 2019 restricted stock incentive plan. The lawyer issued a legal opinion.
13. On January 8, 2021, the company held the ninth meeting of the third board of directors, The proposal on adjusting the number of shares granted for the first time under the restricted stock incentive plan in 2019, the proposal on lifting the restrictions on sales in the first phase of the first grant of the restricted stock incentive plan in 2019, and the proposal on adjusting the repurchase price and number of shares granted for the first time under the restricted stock incentive plan in 2019 were reviewed and approved Proposal on the proposed repurchase and cancellation of some shares granted for the first time under the 2019 restricted stock incentive plan. The lawyer issued a legal opinion. 14. On January 8, 2021, the company held the eighth meeting of the third board of supervisors, The proposal on adjusting the number of shares granted for the first time under the restricted stock incentive plan in 2019, the proposal on lifting the restrictions on sales in the first phase of the first grant of the restricted stock incentive plan in 2019, and the proposal on adjusting the repurchase price and number of shares granted for the first time under the restricted stock incentive plan in 2019 were reviewed and approved Proposal on the proposed repurchase and cancellation of some shares granted for the first time under the 2019 restricted stock incentive plan, etc.
15. On October 25, 2021, the company held the 17th meeting of the third board of directors and the 16th meeting of the third board of supervisors, deliberated and adopted the proposal on adjusting the reserved grant amount of the restricted stock incentive plan in 2019 and the proposal on lifting the sales restriction in the first phase of the reserved grant part of the restricted stock incentive plan in 2019, The independent directors of the company have expressed their independent opinions on this, and they all believe that the conditions for lifting the restrictions on sales in the first phase of the reserved grant part of the company's restricted stock incentive plan in 2019 have been achieved. The independent director expressed his independent opinion. The lawyer issued a legal opinion.
16. On December 15, 2021, the company held the 18th meeting of the third board of directors and the 17th meeting of the third board of supervisors, The proposal on Amending the company's 2019 restricted stock incentive plan (revised in 2020) and some provisions of its summary and the proposal on Amending the company's assessment management measures for 2019 restricted stock incentive plan (revised in 2020) were reviewed and approved. The independent director expressed his independent opinion. The lawyer issued a legal opinion.
17. On December 31, 2021, the company held the second extraordinary general meeting of shareholders in 2021, deliberated and approved the proposal on Amending the company's 2019 restricted stock incentive plan (revised in 2020) and some provisions of its abstract, and the proposal on Amending the company's assessment and management measures for 2019 restricted stock incentive plan (revised in 2020). The lawyer issued a legal opinion.
18. On December 31, 2021, the company held the 19th meeting of the third board of directors, The proposal on adjusting the number of shares granted for the first time under the 2019 restricted stock incentive plan, the proposal on lifting the restrictions on sales in the second phase of the first grant of the 2019 restricted stock incentive plan, and the proposal on adjusting the repurchase price and number of shares granted for the first time under the 2019 restricted stock incentive plan were reviewed and approved Proposal on the proposed repurchase and cancellation of some shares granted for the first time under the 2019 restricted stock incentive plan. The independent director expressed his independent opinion. The lawyer issued a legal opinion.
To sum up, the company has obtained the necessary approval and authorization for the adjustment of the number of incentive plans and the lifting of sales restrictions at this stage, which is in line with the company law of the people's Republic of China, the securities law of the people's Republic of China, the measures for the Administration of equity incentive of listed companies (hereinafter referred to as the "administrative measures") and other relevant laws and regulations Normative documents and relevant provisions of the articles of association and 2019 incentive plan.
3、 Matters concerning the adjustment of the grant quantity
The number of restricted shares granted by the company's 2019 restricted stock incentive plan for the first time is 765200 shares. In May 2020, the company implemented the 2019 annual equity distribution plan (5 shares for every 10 shares), and the number of restricted shares granted for the first time increased from 765200 shares to 1147800 shares. In May 2021, the company implemented the 2020 annual equity distribution plan (3.5 shares for every 10 dividend shares, converted into 0.5 shares), and the number of restricted shares originally granted for the first time increased from 1147800 shares to 1606920 shares.
The adjustment of the number of restricted shares granted for the first time in the incentive plan is due to the implementation of the equity distribution plan by the company. The above adjustment is in line with the management measures and other relevant laws, regulations and normative documents, as well as the articles of association and the 2019 incentive plan.
4、 Explanation on the achievement of lifting the restrictions on sales of restricted stock incentive plan
1. Explanation on the expiration of the second release period of the first granted part of the restricted stock incentive plan in 2019
According to the 2019 incentive plan and the relevant announcement of the first grant part disclosed by the company on cninfo.com, the restricted shares granted for the first time in this restricted stock incentive plan will be lifted in three phases. The specific arrangements are as follows:
Release of restriction arrangement release of restriction time
Sales ratio
The first delivery of restricted shares granted for the first time shall be made 12 months after the completion of the registration of the first grant
From the first day of lifting the sales restriction to the first day
