Securities code: 002111 securities abbreviation: Weihai Guangtai Airport Equipment Co.Ltd(002111) Announcement No.: 2022-003 Weihai Guangtai Airport Equipment Co.Ltd(002111)
About the first grant of restricted stock incentive plan in 2020
Announcement on the achievement of the conditions for lifting the restrictions in the first lifting period
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 total number of incentive objects meeting the conditions for lifting the restrictions on sales is 126, and the number of restricted shares that can be lifted is 3035200 shares, accounting for 0.57% of the current total share capital of the company.
2. Relevant formalities shall be handled with relevant institutions for the lifting of sales restrictions this time. Relevant matters will be announced separately at that time. Please pay attention to investors.
Weihai Guangtai Airport Equipment Co.Ltd(002111) (hereinafter referred to as "the company" and " Weihai Guangtai Airport Equipment Co.Ltd(002111) ") the first release period of the first grant specified in the 2020 restricted stock incentive plan (hereinafter referred to as "equity incentive plan") and the release conditions have been met. The company held the 32nd meeting of the sixth board of directors on January 12, 2022, The proposal on the achievement of the first lifting of restrictions during the first lifting of restrictions on sales granted by the restricted stock incentive plan in 2020 was reviewed and approved. The relevant matters are described as follows:
1、 Relevant approval procedures for equity incentive plan
1. On November 20, 2020, the company held the 21st Meeting of the 6th board of directors and the 22nd Meeting of the 6th board of supervisors respectively, deliberated and adopted the proposal on the company's 2020 restricted stock incentive plan (Draft) and its summary, and the proposal on the company's assessment management measures for the implementation of 2020 restricted stock incentive plan The proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the 2020 restricted stock incentive plan, and the independent directors of the company expressed independent opinions on matters related to the equity incentive plan.
2. The company has publicized the names and positions of the list of incentive objects granted within the company for a period of time
From November 23, 2020 to December 2, 2020. During the publicity period, the board of supervisors of the company did not receive any objection about the proposed incentive objects, and disclosed the explanation and verification opinions of the board of supervisors on the publicity of the list of persons granted to some incentive objects for the first time under the 2020 restricted stock incentive plan on December 5, 2020. 3. On December 10, 2020, the company held the first extraordinary general meeting of shareholders in 2020, deliberated and adopted the proposal on the company's 2020 restricted stock incentive plan (Draft) and its summary, and the proposal on the company's measures for the assessment and management of the implementation of 2020 restricted stock incentive plan The proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the 2020 restricted stock incentive plan was approved.
4. Authorized by the general meeting of shareholders of the company, on December 14, 2020, the company held the 22nd Meeting of the 6th board of directors and the 23rd Meeting of the 6th board of supervisors respectively, deliberated and passed the proposal on granting restricted shares to incentive objects for the first time, and the board of directors agreed to grant 5.5 million restricted shares to 130 incentive objects, The grant date of restricted shares is December 14, 2020. The independent directors of the company expressed independent opinions on this.
5. Authorized by the general meeting of shareholders of the company, on January 11, 2021, the company held the 24th Meeting of the 6th board of directors and the 25th meeting of the 6th board of supervisors respectively, deliberated and adopted the proposal on adjusting the list and number of incentive objects granted for the first time. The independent directors of the company expressed independent opinions on this. 6. On January 21, 2021, the company issued the announcement on the completion of the registration of the first grant of the 2020 restricted stock incentive plan on cninfo.com, and actually granted 5.48 million restricted shares to 128 eligible incentive objects. The listing date of the granted restricted shares is January 20, 2021.
7. On March 29, 2021, the company held the second extraordinary general meeting of shareholders in 2021, deliberated and passed the proposal on adjusting the list and number of incentive objects granted for the first time, and agreed to change the number of incentive objects granted for the first time from 130 to 128, and the number of restricted shares granted from 5.5 million to 5.48 million, The reserved part was changed from 125892 shares to 127892 shares, accounting for 18.92% of the total equity granted this time.
8. Authorized by the general meeting of shareholders of the company, on May 20, 2021, the company held the 28th meeting of the 6th board of directors and the 29th meeting of the 6th board of supervisors respectively, deliberated and passed the proposal on granting reserved restricted shares to incentive objects, and the board of directors agreed to grant 127892 reserved restricted shares to 48 incentive objects, The grant date of reserved restricted shares is May 20, 2021. The independent directors of the company expressed independent opinions on this.
9. The company has publicized the names and positions of the reserved list of persons to be encouraged within the company
The time shown is from June 10, 2021 to June 19, 2021. During the publicity period, the board of supervisors of the company did not receive
Objection to the proposed incentive object.
10. On June 28, 2021, the company released the report on 2020 restricted shares on cninfo.com
The incentive plan reserves the announcement on the completion of grant registration, and actually grants 127.892 to 48 eligible incentive objects
Million restricted shares, and the listing date of the granted restricted shares is June 25, 2021.
11. Authorized by the general meeting of shareholders of the company, the company held the sixth session of the board of directors on January 12, 2022
The 32nd meeting and the 32nd meeting of the 6th board of supervisors deliberated and adopted the proposal on the achievement of lifting the restrictions during the first lifting period of the restricted stock incentive plan in 2020, the proposal on adjusting the repurchase price and quantity of restricted stocks in 2020, and the proposal on repurchase and cancellation of some restricted stocks.
2、 Description of the achievement of lifting the restrictions in the first lifting period of the first grant of restricted stock incentive plan in 2020
(I) the first sales restriction period is about to expire
According to the company's 2020 restricted stock incentive plan (Draft) and its summary, the first restricted sale period of the first grant of the company's 2020 restricted stock incentive plan is 12 months from the date of completion of registration of the first grant, and the proportion of lifting the restricted sale is 40% of the total number of restricted shares granted.
The registration date of the restricted shares first granted under the incentive plan is January 20, 2021, and the first restricted sale period of the company's restricted shares first granted under the incentive plan will expire on January 19, 2022.
（2） Description of the first release period meeting the release conditions
During the release period, the restricted shares granted to the incentive object can be released only when the following conditions are met:
Achievements in lifting restrictions on sales
1. The company is not under any of the following circumstances:
(1) An audit report with a negative opinion or unable to express an opinion on the financial and accounting report of the most recent fiscal year issued by a certified public accountant;
(2) The internal control of the financial report of the most recent fiscal year has been given a negative opinion by the certified public accountant. The company has not met the above circumstances, and the audit report is full or unable to express an opinion; Sufficient conditions for lifting the sales restrictions.
(3) Failure to distribute profits in accordance with laws and regulations, the 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 does not have any of the following circumstances: the incentive object does not have the above circumstances (1) it has been identified as an inappropriate candidate by the stock exchange within the last 12 months; Form, meeting the conditions for lifting the restrictions. (2) It has been identified as an inappropriate candidate by the CSRC and its dispatched offices within the last 12 months;
(3) 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;
(4) Those who are not allowed to serve as directors or senior managers of the company as stipulated in the company law;
(5) Those who are not allowed to participate in equity incentive of listed companies according to laws and regulations;
(6) Other circumstances recognized by the CSRC.
3. Performance assessment requirements at the company level: excluding the real estate industry in 2020, the company takes the performance in 2019 as the base, and the growth rate of operating revenue in 2020 shall not be less than 10%. The operating income after the business is 2878 million yuan. Note: the operating income is the operating income after the consolidated financial statements, and does not include the real estate business income of 100 million yuan. Compared with the operating income in 2019, the operating income excluding the real estate business in 2019 is 2.327 billion yuan, the same below. The income growth rate was 23.68%, and the company's performance met the assessment requirements.
4. Performance appraisal requirements at individual level:
The individual level assessment of incentive objects shall be organized and implemented in accordance with the company's current performance management implementation plan, detailed rules for performance management implementation plan and other relevant provisions on salary and assessment. The salary and evaluation committee will score the comprehensive evaluation of the incentive objects in each evaluation year. At that time, the actual sales restriction lifting limit of the incentive objects will be determined according to the personal performance evaluation results of 126 incentive objects in the table below: the evaluation score is more than 80, and the current period is
The sales restriction coefficient of performance appraisal score is 1.0.
Score ≥ 80 1.0
60 ≤ score < 80 0.7
Score < 60 0
Note: according to the audit report on financial statements of Weihai Guangtai Airport Equipment Co.Ltd(002111) 2020 consolidated and parent company (zths Zi (2021) No. 030320) issued by zhongxinghua certified public accountants, the operating revenue of Weihai Guangtai Airport Equipment Co.Ltd(002111) 2020 was 2.965 billion yuan. According to the audit report on 2020 financial statements of Weihai Guangtai Airport Equipment Co.Ltd(002111) Real Estate Development Co., Ltd. (zths Zi (2021) No. 030047) issued by zhongxinghua certified public accountants, the operating income of Guangtai real estate in 2020 is 87 million yuan, which can be obtained by subtracting the two. The operating income of the company after excluding real estate business in 2020 is 2.878 billion yuan.
To sum up, the board of Directors believes that the conditions for lifting the restrictions on sales have been met in the first lifting period of the company's restricted stock incentive plan for the first time in 2020, and agrees that the company will handle matters related to lifting the restrictions on sales for eligible incentive objects in accordance with the relevant provisions of the incentive plan.
3、 In 2020, the restricted stock incentive plan is granted for the first time, and the restrictions can be lifted in the first lifting period
There are 126 incentive objects who meet the conditions for lifting the restrictions, and the number of restricted shares that can be lifted is 3035200, accounting for 0.57% of the current total share capital of the company, as follows:
Restricted sales restrictions were granted, and the remaining sales restrictions were not lifted
Name position number of shares (10000 shares) number of institutional shares number of restricted shares
(after capital reserve is converted into share capital) (10000 shares) (10000 shares)
Li Qin, director and deputy general manager 16.8 6.72 10.08
Yu Honglin, director 14 5.6 8.4
Wang Mingliang, deputy general manager 16.8 6.72 10.08
Luo Feng, deputy general manager and Secretary of the board of directors 16.8 6.72 10.08
Shang Yu, deputy general manager 14 5.6 8.4
Middle managers and core backbone personnel 680.4 272.16 408.24 (121 persons)
Total (126 persons) 758
