Securities code: 002925 securities abbreviation: Xiamen Intretech Inc(002925) Announcement No.: 2022-014 Xiamen Intretech Inc(002925)
About the incentive objects to the restricted stock incentive plan in 2021
Announcement on granting reserved restricted shares
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.
Important content tips:
Reserved grant date: January 14, 2022
Number of restricted shares granted: 555900 shares
Grant price: 16.84 yuan / share.
The reserved grant conditions specified in Xiamen Intretech Inc(002925) 2021 restricted stock incentive plan (Draft) (hereinafter referred to as “incentive plan (Draft)”) have been fulfilled. According to the authorization of Xiamen Intretech Inc(002925) (hereinafter referred to as “the company”) at the first extraordinary general meeting in 2021, the company held the 17th meeting of the Fourth Board of directors on January 13, 2022 The 17th meeting of the 4th board of supervisors deliberated and adopted the proposal on granting reserved restricted shares to the incentive objects of the restricted stock incentive plan in 2021, determined that the reserved grant date of restricted shares was January 14, 2022, and 555900 restricted shares were granted to 175 incentive objects who met the grant conditions. The relevant matters are described as follows: I. award of the incentive plan
(I) relevant approval procedures and information disclosure performed
1. On January 4, 2021, the company held the fifth meeting of the Fourth Board of directors, The proposal on the company’s 2021 restricted stock incentive plan (Draft) and its summary, the proposal on the measures for the implementation and assessment of the company’s 2021 restricted stock incentive plan, and the proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive were reviewed and approved. The independent directors of the company expressed independent opinions on whether the restricted stock incentive plan in 2021 (hereinafter referred to as “the incentive plan”) is conducive to the sustainable development of the company and whether there is any situation damaging the interests of the company and all shareholders. On the same day, the company held the fifth meeting of the Fourth Board of supervisors, The proposal on the company’s restricted stock incentive plan in 2021 (Draft) and its summary, the proposal on the company’s measures for the implementation and assessment of the restricted stock incentive plan in 2021 and the proposal on the list of some incentive objects granted by the company’s restricted stock incentive plan for the first time in 2021 were reviewed and approved, The board of supervisors of the company verified the relevant matters of the incentive plan and issued opinions.
2. From January 6, 2021 to January 15, 2021, the company publicized the names and positions of the incentive objects to be granted for the first time in the incentive plan through the internal publicity system. During the publicity period, the board of supervisors of the company did not receive any objection related to the proposed incentive objects of the incentive plan. On January 16, 2021, the board of supervisors of the company disclosed the review opinions and publicity statement of the board of supervisors on the list of some incentive objects first granted by the company’s restricted stock incentive plan in 2021.
3. On January 21, 2021, the company held the first extraordinary general meeting of shareholders in 2021, The proposal on the company’s 2021 restricted stock incentive plan (Draft) and its summary, the proposal on the measures for the implementation and assessment of the company’s 2021 restricted stock incentive plan, and the proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive were reviewed and approved. The company’s implementation of the incentive plan is approved, and the board of directors is authorized to determine the grant date of restricted shares, grant restricted shares to incentive objects when incentive objects meet the conditions, and handle all matters necessary for the grant of restricted shares. On January 22, 2021, the board of directors of the company disclosed the announcement on the resolution of the first extraordinary general meeting of shareholders in 2021 and 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.
4. On January 21, 2021, the company held the 6th meeting of the 4th board of directors and the 6th meeting of the 4th board of supervisors, deliberated and adopted the proposal on adjusting the list and number of incentive objects granted for the first time in the 2021 restricted stock incentive plan and the proposal on granting restricted shares to incentive objects of the 2021 restricted stock incentive plan for the first time. The independent directors of the company expressed independent opinions on the above proposal and believed that the conditions for the first grant had been achieved, the subject qualification of the incentive object was legal and effective, and the determined grant date met the relevant provisions. The board of supervisors verified the list of some incentive objects granted for the first time and issued verification opinions. On February 3, 2021, the company completed the grant registration of restricted shares whose shares come from fixed increase, and disclosed the announcement on the completion of the first grant registration of the 2021 restricted stock incentive plan (fixed increase part); On February 5, 2021, the company completed the grant registration of restricted shares whose shares came from repurchase, and disclosed the announcement on the completion of the first grant registration of the 2021 restricted stock incentive plan (repurchase part).
5. On April 22, 2021, the company held the 9th meeting of the 4th board of directors and the 9th meeting of the 4th board of supervisors, deliberated and adopted the proposal on the repurchase and cancellation of restricted shares that have been granted to some incentive objects of the restricted stock incentive plan in 2021 but have not been lifted. The independent directors of the company expressed independent opinions on relevant matters.
6. On May 12, 2021, the company held the third extraordinary general meeting of shareholders in 2021, deliberated and approved the proposal on repurchase and cancellation of restricted shares that have been granted to some incentive objects of the restricted stock incentive plan in 2021 but have not been lifted, and disclosed the announcement on repurchase and cancellation of restricted shares, capital reduction and notifying creditors on May 13, 2021.
7. On October 25, 2021, the company held the 14th meeting of the 4th board of directors and the 14th meeting of the 4th board of supervisors, deliberated and adopted the proposal on the repurchase and cancellation of restricted shares that have been granted to some incentive objects of the restricted stock incentive plan in 2021 but have not been lifted. The independent directors of the company expressed independent opinions on relevant matters.
8. On November 18, 2021, the company held the fourth extraordinary general meeting of shareholders in 2021, deliberated and approved the proposal on repurchase and cancellation of restricted shares that have been granted to some incentive objects of the restricted stock incentive plan in 2021 but have not been lifted, and disclosed the announcement on repurchase and cancellation of restricted shares, capital reduction and notifying creditors on November 19, 2021.
9. On January 13, 2022, the company held the 17th meeting of the 4th board of directors and the 17th meeting of the 4th board of supervisors, deliberated and adopted the proposal on adjusting the number of reserved restricted shares in the 2021 restricted stock incentive plan and the proposal on granting reserved restricted shares to the incentive objects of the 2021 restricted stock incentive plan. The independent directors of the company expressed independent opinions on the above proposal and believed that the reserved grant conditions have been achieved, the subject qualification of the incentive object is legal and effective, and the determined grant date meets the relevant regulations. The board of supervisors verified the list of some incentive objects reserved for grant and issued verification opinions.
(II) relevant explanations of the board of directors on whether the grant meets the conditions
According to the provisions of the conditions for granting restricted shares in the incentive plan, the restricted shares granted to the incentive object shall meet the following conditions at the same time:
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 is an audit report with a negative opinion or unable to express an opinion issued by a certified public accountant;
(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 situations:
(1) Being identified as inappropriate by the stock exchange within the last 12 months;
(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.
After careful verification, the board of directors of the company determines that neither the company nor the incentive object has any of the above circumstances, nor other circumstances that cannot be granted or become the incentive object, and considers that the reserved granting conditions of the incentive plan have been achieved.
(III) reserved grants of restricted shares in the incentive plan
1. Reserved grant date: January 14, 2022.
2. Number of shares granted: 555900 shares.
3. Number of persons granted: 175.
4. Grant price: 16.84 yuan / share.
The grant price of reserved restricted shares shall not be lower than the par value of the shares, and shall not be lower than the higher of the following prices: (1) 50% of the average trading price of the company’s shares (total stock transactions in the previous trading day / total stock transactions in the previous trading day) of RMB 33.67 per share on the previous trading day before the announcement of the resolution of the board of directors on the grant of reserved restricted shares is RMB 16.84 per share;
(2) 50% of the company’s average stock trading price (total stock trading volume in the first 60 trading days / total stock trading volume in the first 60 trading days) of RMB 33.09 per share in the 60 trading days before the announcement of the resolution of the board of directors on the granting of reserved restricted shares is RMB 16.55 per share.
5. Stock source: the company issues A-share common stock to the incentive object.
6. Validity period, sales restriction period and lifting of sales restriction arrangement
(1) The validity period of the restricted shares reserved and granted in the incentive plan is from the date of completion of the registration of the restricted shares reserved and granted to the date of lifting the restrictions on the sale or repurchase cancellation of all restricted shares, which shall not exceed 37 months at most.
(2) Restriction period and lifting of restriction arrangement
The restricted sale period of restricted shares reserved and granted in the incentive plan is 13 months and 25 months respectively from the date of completion of registration of restricted shares. The restricted shares granted to the incentive object under the incentive plan shall not be transferred, used for guarantee or debt repayment before the restriction is lifted.
After the expiration of the restriction, the company shall handle the lifting of the restriction for the incentive objects who meet the conditions for lifting the restriction, and the restricted shares held by the incentive objects who do not meet the conditions for lifting the restriction shall be repurchased and cancelled by the company.
The release period of restricted shares reserved for grant 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
13 from the date of completion of the registration of the grant of restricted shares reserved for grant
From the first trading day of months after the reserved restricted shares are granted to the reserved restricted shares
50% of the last trading day within 25 months from the date of completion of the first release of the restriction period and the grant registration
End of the day
25 from the date of completion of the registration of the grant of restricted shares reserved for grant
From the first trading day of months after the reserved restricted shares are granted to the reserved restricted shares
50% of the last trading day within 37 months from the date of completion of the registration of the second release period
End of the day
For the restricted shares that have not applied for lifting the restriction within the above agreed period or cannot apply for lifting the restriction due to failure to meet the conditions for lifting the restriction, the company will repurchase and cancel the corresponding restricted shares of the incentive object that have not been lifted according to the principles specified in this incentive plan.
The restricted shares granted to the incentive object, the shares obtained due to the conversion of capital reserve into share capital, stock dividend and share subdivision, shall be restricted at the same time, and shall not be sold in the secondary market or transferred in other ways. The release period of such shares is the same as that of restricted shares. If the company repurchases and cancels the restricted shares that have not been lifted, such shares will be repurchased and cancelled together.
(3) During the release period, in addition to meeting the conditions for the above incentive objects to be granted restricted shares, the following assessment conditions shall also be met before the restricted shares granted to the incentive objects can be released.
1) Company level performance assessment requirements
The assessment year for the release of restrictions on the sale of some restricted shares reserved for grant in the incentive plan is two fiscal years from 2022 to 2023, one assessment in each fiscal year, and the performance assessment objectives of each year are shown in the table below:
Performance assessment objectives during the lifting of sales restrictions
The restricted shares reserved for grant shall be based on the average operating income from 2018 to 2020, and the growth rate of operating income in 2022 shall not be less than 50% of the first lifting of restrictions; The restricted shares reserved for grant shall be based on the average operating income from 2018 to 2020, and the growth rate of operating income in 2023 shall not be less than 60% in the second lifting period.
Note: the above “operating income” is subject to the audited consolidated statements of the company.
If the company’s performance appraisal fails to meet the above conditions, the restricted shares that can be lifted in the corresponding appraisal year of all incentive objects shall not be lifted and shall be repurchased and cancelled by the company
