Citic Securities Company Limited(600030) . AVIC Securities Co., Ltd
About Avic Jonhon Optronic Technology Co.Ltd(002179)
A-share restricted stock incentive plan (phase II)
Verification opinions on unlocking and listing in the first unlocking period
Citic Securities Company Limited(600030) and AVIC Securities Co., Ltd. (hereinafter referred to as "co sponsor") as the co sponsor of Avic Jonhon Optronic Technology Co.Ltd(002179) (hereinafter referred to as " Avic Jonhon Optronic Technology Co.Ltd(002179) " or "company") non-public issuance of A-Shares in 2021, in accordance with the measures for the administration of securities issuance and listing recommendation business and the stock listing rules of Shenzhen Stock Exchange According to the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and other relevant laws and regulations, the unlocking and listing of the first unlocking period of the company's A-share restricted stock incentive plan (phase II) have been verified, and the verification opinions are as follows:
1、 Brief description of the company's A-share restricted stock incentive plan (phase II)
On November 18, 2019, the 31st meeting of the 5th board of directors and the 23rd Meeting of the 5th board of supervisors deliberated and adopted the proposal on the draft and summary of the company's A-share restricted stock incentive plan (phase II) The independent directors expressed their independent opinions on the incentive plan in accordance with the proposal on the management measures for the implementation of the company's restricted stock 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 A-share restricted stock incentive plan (phase II).
On December 6, 2019, the company received the reply on the second grant scheme of Avic Jonhon Optronic Technology Co.Ltd(002179) restricted stock incentive plan from China Aviation Industry Group Co., Ltd. (Zi [2019] No. 54). The company's restricted stock incentive plan (phase II) was approved by AVIC. On December 9, 2019, the 32nd meeting of the 5th board of directors and the 24th Meeting of the 5th board of supervisors deliberated and adopted the proposal on the company's A-share restricted stock incentive plan (phase II) (Revised Draft) and its summary, and the independent directors expressed independent opinions on the modification of the incentive plan.
On December 25, 2019, the third extraordinary general meeting of the company in 2019 deliberated and approved the proposal on the company's A-share restricted stock incentive plan (phase II) (Revised Draft) and its summary Proposal on the measures for the implementation and assessment of the company's restricted stock incentive plan and proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to the company's A-share restricted stock incentive plan (phase II).
On December 26, 2019, the 33rd meeting of the 5th board of directors of the company deliberated and approved the proposal on granting restricted shares to the incentive objects of the company's A-share restricted stock incentive plan (phase II), and the independent directors and the board of supervisors expressed clear opinions on whether the granting conditions were met, The board of supervisors verified the list of incentive objects (Revised Version) of the company's A-share restricted stock incentive plan (phase II) on the grant date. On January 15, 2020 and January 20, 2020, the company announced the announcement on the completion of share grant of A-share restricted stock incentive plan (phase II) on the designated information disclosure media, According to the company's A-share restricted stock incentive plan (phase II) (Revised Draft) and the authorization of the general meeting of shareholders to the board of directors to handle matters related to the implementation of the restricted stock plan (phase II), the board of directors of the company has completed the share grant and registration of the A-share restricted stock incentive plan (phase II), The granted shares were listed on Shenzhen Stock Exchange on January 17, 2020.
On March 27, 2020, the second meeting of the sixth board of directors of the company deliberated and adopted the proposal on repurchase and cancellation of some restricted shares. The second meeting of the sixth board of supervisors of the company considered the above proposal and verified the repurchase and cancellation of restricted shares held by some resigned equity incentive objects that have been granted but not unlocked. The independent directors of the company expressed independent opinions on this and determined that the above matters comply with the provisions of relevant laws and regulations. The lawyer gave corresponding legal opinions. On April 21, 2020, the 2019 annual general meeting of shareholders of the company deliberated and approved the proposal on repurchase and cancellation of some restricted shares. On May 14, 2020, the company issued the announcement on the completion of repurchase and cancellation of restricted shares, which repurchased and cancelled 10000 restricted shares of one incentive object's restricted stock incentive plan (phase II), and the repurchase price was 23.43 yuan / share. On March 29, 2021, the 11th meeting of the sixth board of directors of the company deliberated and adopted the proposal on repurchase and cancellation of some restricted shares in the restricted stock incentive plan. The 9th meeting of the 6th board of supervisors of the company considered the above proposal and verified the repurchase and cancellation of some restricted shares held by equity incentive objects who participated in the incentive plan of subsidiaries, retired and resigned for personal reasons. The independent directors of the company expressed independent opinions on this and determined that the above matters comply with the provisions of relevant laws and regulations. The lawyer gave corresponding legal opinions. On April 21, 2021, the company's 2020 annual general meeting of shareholders deliberated and adopted the above proposal. On June 4, 2021, the company issued the announcement on the completion of repurchase and cancellation of restricted shares, which repurchased and cancelled 938625 restricted shares of 54 incentive objects under the restricted stock incentive plan (phase II), The restricted shares that have not been unlocked for the incentive objects participating in the incentive plan of subsidiaries and retiring shall be repurchased and cancelled by the company at the grant price plus the interest rate of time deposit published by the people's Bank of China, that is, 23.43 yuan / share, plus the bank time deposit interest rate. For the incentive objects who leave their jobs for personal reasons, the grant price shall be 23.43 yuan / share.
On December 27, 2021, the 19th meeting of the sixth board of directors and the 14th meeting of the sixth board of supervisors deliberated and adopted the proposal on the achievement of unlocking conditions in the first unlocking period of the company's A-share restricted stock incentive plan (phase II). Both the board of directors and the board of supervisors believe that the conditions for lifting the restrictions on the sale of restricted shares in the first lifting period set in the incentive plan have been achieved. The unlocking matters handled by the board of directors of the company have been authorized by the third extraordinary general meeting of shareholders of the company in 2019 and need not be submitted to the general meeting of shareholders of the company for deliberation.
2、 Description of the achievement of unlocking conditions in the first unlocking period of A-share restricted stock incentive plan (phase II) (I) the unlocking period has expired
According to the incentive plan, 24 months from December 26, 2019, the date on which restricted shares are granted to the incentive object, 3 years (36 months) from the next day of the expiration of the prohibition period, is the unlocking period of restricted shares, and the first unlocking period is from the first trading day after 24 months from the first granting date to the last trading day within 36 months from the first granting date, 33.3% of the total number of shares awarded can be applied for unlocking.
By December 26, 2021, the first unlocking period of restricted shares granted by the company to incentive objects has reached.
(II) description of unlocking conditions
The company has reviewed the unlocking conditions agreed in the first unlocking period of the incentive plan. See the table below for details:
No. unlocking condition achievement
1. The company is not under any of the following circumstances:
(1) The financial and accounting report of the latest fiscal year was registered with the board
The auditor issues an audit report with a negative opinion or unable to express an opinion
Report;
(2) The company whose internal control over the financial report of the most recent fiscal year has not undergone the above-mentioned circumstances, which meets the requirements of Volume 1 of the unlocking article. The accountant issues a negative opinion or cannot express an opinion.
Accounting report;
(3) Failure to comply with laws, regulations and public regulations within 36 months after listing
The company's 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.
2. The incentive object does not have any of the following situations:
(1) Within the last 12 months and within the year, it has been recognized by the stock exchange as not
Suitable person;
(2) In the last 12 months, the incentive objects of the CSRC and its dispatched offices have not met the above circumstances, and they are considered as inappropriate candidates; Lock condition.
(3) In the last 12 months, he was arrested by China for major violations of laws and regulations
The CSRC and its dispatched offices may impose administrative penalties or impose market prohibitions
Entry measures;
(4) Those who have the provisions of the company law shall not serve as directors of the company
No. unlocking condition achievement
The situation of senior managers;
(5) Laws and regulations shall not participate in equity incentive of listed companies
of
(6) Other circumstances recognized by the CSRC
Net profit attributable to shareholders of listed companies and net profit attributable to shareholders of listed companies net of non recurring profits and losses in 2019 (1071086932.00 yuan and 1034124625.66 yuan respectively) are higher than the average level of the last three fiscal years before the grant date (i.e. 2016-2018) (836627670.29 yuan and 781847109.03 yuan respectively) and shall not be negative, meeting the conditions for the performance of restricted shares in the lock up period to belong to the listed company in each year during the lock up period;
3. The net profit of Dongdong and the net profit attributable to the shareholders of the listed company after deducting the regular profits and losses attributable to the shareholders of the listed company in 2020 shall not be lower than the average level of the last three net profits and the accounting years attributable to the shareholders of the listed company before the grant date, and shall not be negative. The net profit after deducting non recurring profit and loss (1439082431.84 yuan and 1379398036.26 yuan respectively) was higher than that in the last three fiscal years before the grant date The average level (i.e. 2016-2018) (836627670.29 yuan and 781847109.03 yuan respectively) shall not be negative and meet the performance conditions of the lock-in period.
(1) In 2020, the company's weighted average return on net assets after deducting non recurring profits and losses, the company's performance conditions unlocked in the first unlocking period of the incentive plan: 15.41%, excluding the impact of convertible bonds to shares on the return on net assets of the financial year before the net unlocking date is not lower than assets, 18.12%, 13.60% higher than the solution and not lower than the 75th percentile of the benchmarking enterprise; 13.60% of the lock conditions and 9.05% of the 75th percentile value attributable to the shareholders of the listed company in the financial year before the unlocking date of the benchmarking enterprise. Unlock condition reached. The net profit after deducting non recurring profit and loss is a compound increase compared with that in 2018. (2) the company's deduction 4 growth rate in 2020 is not less than 10.00% compared with that in 2018, and is not less than the compound growth level of the net profit of the benchmark enterprise with 75 points of non recurring profit and loss;
