Securities code: 300648 securities abbreviation: Fujian Nebula Electronics.Ltd(300648) Announcement No.: 2022-008 Fujian Nebula Electronics.Ltd(300648)
Announcement on granting restricted shares to incentive objects for the first time
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:
First grant date of restricted shares: January 14, 2022
Number of restricted shares granted for the first time: 4047470 shares
Equity incentive method: the second type of restricted stock
Initial grant price of restricted shares: 55.24 yuan / share
The conditions for the first grant of Restricted Shares specified in the Fujian Nebula Electronics.Ltd(300648) 2021 restricted stock incentive plan (Draft) (hereinafter referred to as the "incentive plan") have been fulfilled, According to the authorization of the general meeting of shareholders to the board of directors in the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive deliberated and adopted by the first extraordinary general meeting of shareholders in 2022, the company held the 17th meeting of the third board of directors on January 14, 2022, The proposal on granting restricted shares to incentive objects for the first time was reviewed and approved, and it was agreed to grant 4047470 class II restricted shares to 350 eligible incentive objects at the grant price of 55.24 yuan / share on January 14, 2022. The relevant matters are described as follows: I. brief description of equity incentive plan and relevant approval procedures performed
(I) brief description of restricted stock incentive plan
On January 14, 2022, the company held the first extraordinary general meeting of shareholders in 2022, deliberated and passed the proposal on the company's restricted stock incentive plan in 2021 (Draft) > and its summary. The main contents of the company's restricted stock incentive plan in 2021 (hereinafter referred to as "this incentive plan", "this plan" and "this incentive plan") are as follows:
1. Type of underlying stock: common stock A shares of the company.
2. Source of underlying stock: the company issues A-share common stock to the incentive object.
3. Initial grant price: 55.24 yuan / share.
4. Incentive objects: some incentive objects granted by the incentive plan for the first time are the company (including holding subsidiaries)
Directors, senior managers, middle managers and key employees of core technology (business) (excluding independent employees)
Directors, supervisors and expatriates). The specific distribution is as follows:
Serial number name nationality position proportion of restricted shares granted to restricted shares granted to the total number of votes (10000 shares) at the time of announcement of the incentive plan proportion of the total share capital of the company
1、 Directors and senior management
1 Liu Zuobin, director and general manager of China 10.0000 2.32% 0.07%
2 Xu Longfei, Secretary of the board of directors of China, 5.0000 1.16% 0.03%
Vice General Manager
3 Tang Ciquan, deputy general manager of China 5.0000 1.16% 0.03%
2、 Other incentive objects
Middle management and core technical (business) backbone 384.7470 89.08% 2.60%
Workers (347 persons)
Subtotal of restricted shares granted for the first time (350 persons) 404.7470 93.71% 2.74%
Reserved part 27.1600 6.29% 0.18%
Total 431.9070 100.00% 2.92%
Note: (1) the shares of the company granted to any of the above incentive objects through all the equity incentive plans within the validity period
None of the votes exceeds 1% of the total share capital of the company. The total number of underlying shares involved in all equity incentive plans of the company within the validity period
The cumulative amount shall not exceed 20% of the total share capital of the company when the incentive plan is submitted to the general meeting of shareholders for deliberation.
(2) Among the above incentive objects, Mr. Liu Zuobin is a shareholder who separately holds more than 5% of the shares of the listed company and is also a shareholder of the company
One of the controlling shareholders and actual controllers. Except for Mr. Liu Zuobin, the incentive objects granted by the plan for the first time do not include the independent of the company
Directors, supervisors, expatriates, other shareholders who individually or jointly hold more than 5% of the shares of the listed company, actual shareholders of the listed company
The controller and his / her spouse, parents and children.
(3) The incentive object of the reserved part shall be determined within 12 months after the incentive plan is reviewed and approved by the general meeting of shareholders of the company
The board of directors of the company proposes, the independent directors and the board of supervisors express clear opinions, lawyers express professional opinions and issue legal opinions
After, the company shall disclose the relevant information of the current incentive object in time on the designated information disclosure website as required. Not clear for more than 12 months
The reserved rights and interests of the incentive object shall become invalid. The standard for determining the reserved incentive object shall refer to the standard granted for the first time and shall be determined according to the standard after the company
Continue to determine the actual development.
(4) If the total number in the above table is inconsistent with the mantissa of the sum of the sub item values, it is caused by rounding.
5. Validity period and ownership arrangement of incentive plan:
(1) Validity of this incentive plan
The validity period of the incentive plan shall be no more than 48 months from the date of the first grant of restricted shares to the date when all the restricted shares granted to the incentive object are vested or invalid.
(2) Ownership arrangement of the incentive plan
The restricted shares granted by the incentive plan will be vested in several times according to the agreed proportion after the incentive object meets the corresponding vesting conditions. The vesting date must be the trading day, and the acquired restricted shares shall not be vested in the following periods: ① within 30 days before the announcement of the company's periodic report, if the announcement date of the periodic report is delayed due to special reasons, it shall be calculated from 30 days before the original scheduled announcement date, 1 day before the announcement;
② Within 10 days before the announcement of the company's performance forecast and performance express;
③ From the date of major events that may have a great impact on the trading price of the company's shares and their derivatives or the date of entering the decision-making process to 2 trading days after disclosure according to law;
④ Other periods prescribed by the CSRC and Shenzhen Stock Exchange.
The above "major events" are transactions or other major events that the company shall disclose in accordance with the Listing Rules of Shenzhen Stock Exchange gem (hereinafter referred to as the "Listing Rules").
The ownership proportion of each batch of restricted shares granted for the first time by the incentive plan is shown in the table below:
Vesting arrangement vesting time number of vested interests in Grant
Proportion to total equity
12 months from the date of grant of the corresponding part of restricted shares
30% of restricted shares granted from the first trading day after the first vesting period to the corresponding part
The last trading day within 24 months from the date of grant
24 months from the date of grant of the corresponding part of restricted shares
30% of restricted shares granted from the first trading day after the second vesting period to the corresponding part
The last trading day within 36 months from the date of grant
36 months from the date of grant of the corresponding part of restricted shares
40% of restricted shares granted from the first trading day after the third vesting period to the corresponding part
The last trading day within 48 months from the date of grant
The ownership arrangement of reserved restricted shares is shown in the table below:
Vesting arrangement vesting time number of vested interests in Grant
Proportion to total equity
12 months from the date of grant of reserved restricted shares
From the first trading day after the first vesting period to 50% of the reserved restricted shares
The last trading day within 24 months from the date of grant
24 months from the date of grant of reserved restricted shares
From the first trading day after the second vesting period to 50% of the reserved restricted shares
The last trading day within 36 months from the date of grant
Restricted shares that have not been vested within the above agreed period or that cannot be applied for vesting due to failure to meet the vesting conditions shall not be vested, invalid and invalid.
The restricted shares granted to the incentive object but not yet vested, and the increased shares due to the conversion of the company's capital reserve into share capital, share distribution and other circumstances, are also subject to the vesting conditions, and shall not be transferred, used for guarantee or debt repayment before vesting. If the restricted shares cannot be vested at that time, the shares obtained for the above reasons shall not be vested, and shall be invalid.
6. Performance assessment requirements for the ownership of restricted shares
(1) Company level performance assessment requirements
The assessment year for the first granting of restricted shares is three fiscal years from 2022 to 2024, one assessment in each fiscal year, and the performance assessment objectives of each year are shown in the table below:
Performance assessment objectives in attribution period
In the first vesting period, the operating revenue in 2022 shall not be less than 1.3 billion yuan;
In the second vesting period, the accumulated operating revenue in 2022 and 2023 shall not be less than 3.3 billion yuan;
In the third vesting period, the cumulative operating income in 2022, 2023 and 2024 shall not be less than 6.3 billion yuan.
Note: the above "operating income" is calculated based on the data of the company's audited consolidated financial statements.
The assessment year of reserved restricted shares is two fiscal years from 2023 to 2024, one assessment in each fiscal year, and the performance assessment objectives of each year are shown in the table below:
Performance assessment objectives in attribution period
In the first vesting period, the accumulated operating revenue in 2022 and 2023 shall not be less than 3.3 billion yuan;
In the second vesting period, the cumulative operating income in 2022, 2023 and 2024 shall not be less than 6.3 billion yuan.
Note: the above "operating income" is calculated based on the data of the company's audited consolidated financial statements.
If the company fails to meet the above performance assessment objectives, the restricted shares of all incentive objects planned to be vested in the current year shall not be vested or deferred to the next period, and shall become invalid.
(2) Performance appraisal requirements at individual level
The individual level performance appraisal of all incentive objects is divided into five grades: s, a, B, C and d according to the appraisal methods formulated by the company. At that time, the actual number of shares of incentive objects will be determined according to the corresponding individual level ownership proportion in the following appraisal rating table:
Assessment results B and above C and D
(including s, a, B,)
Personal ownership ratio 100% 60% 0
If the company level performance assessment meets the standard, the number of restricted shares actually owned by the incentive object in the current year = the number of shares planned to be owned by the individual in the current year × Ownership ratio at the individual level.
If the restricted shares that the incentive object plans to belong to in the current period cannot be attributed or cannot be fully attributed due to assessment reasons, they shall be invalid and shall not be deferred to future years.
If the company / company's shares change due to economic situation, market conditions and other factors, and it is difficult to continue to implement the incentive plan to achieve the incentive purpose, the board of directors and / or the general meeting of shareholders may decide to cancel the ownership or terminate the incentive plan for a batch / batches of restricted shares that have not been vested in the incentive plan after deliberation and confirmation.
(II) relevant approval procedures performed
1. On December 27, 2021, the company held the 16th meeting of the third board of directors, which was deliberated and adopted
Proposal on the company's 2021 restricted stock incentive plan (Draft) and its summary
