Securities code: Weihai Guangwei Composites Co.Ltd(300699) securities abbreviation: Weihai Guangwei Composites Co.Ltd(300699) Announcement No.: 2022042 Weihai Guangwei Composites Co.Ltd(300699)
About the incentive objects of restricted stock incentive plan in 2022
Announcement of the first grant of 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. Dong
Important content tips:
1. First grant date of restricted shares: May 20, 2022
2. Number of restricted shares granted for the first time: 4.98 million shares
3. Initial grant price of restricted stock: 26.67 yuan / share
4. Equity incentive tool: the second type of restricted stock
Weihai Guangwei Composites Co.Ltd(300699) (hereinafter referred to as “the company” and ” Weihai Guangwei Composites Co.Ltd(300699) “) held the 11th meeting of the 3rd board of directors and the 10th meeting of the 3rd board of supervisors on May 20, 2022, deliberated and adopted the proposal on adjusting the incentive plan for restricted stocks in 2022 and the proposal on granting restricted stocks to incentive objects for the first time, The board of Directors considers that the restricted stock grant conditions specified in the 2022 restricted stock incentive plan (hereinafter referred to as the “incentive plan” or the “incentive plan”) have been met, and agrees to determine May 20, 2022 as the first grant date according to the authorization of the company’s 2021 annual general meeting of shareholders, At the grant price of 26.67 yuan / share, 4.98 million restricted shares were granted to 137 incentive objects who met the conditions for the first grant. The relevant matters are explained as follows:
1、 Brief introduction of restricted stock incentive plan in 2022
On May 18, 2022, the company held the 2021 annual general meeting of shareholders, deliberated and approved the proposal on the 2022 restricted stock incentive plan (Draft) and its summary and other relevant proposals, the main contents are as follows: 1. The incentive form adopted in this incentive plan is the second type of restricted stock. The stock source is the company’s RMB A-share common stock issued by the company to the incentive object.
2. The number of restricted shares to be granted to the incentive objects in the incentive plan is 6.25 million shares, accounting for 1.21% of the total share capital of 518.35 million shares on the announcement date of the draft incentive plan. Among them, 5 million restricted shares were granted for the first time, accounting for about 0.96% of the total share capital of 518.35 million shares on the announcement date of the draft incentive plan and 80.00% of the total number of restricted shares to be granted in the incentive plan; 1.25 million restricted shares are reserved, accounting for about 0.24% of the company’s total share capital of 518.35 million shares on the announcement date of the draft incentive plan and 20.00% of the total number of restricted shares to be granted in the incentive plan.
3. The incentive price of the restricted shares granted for the first time in the plan is 26.67 yuan. 4. A total of 138 incentive objects are granted for the first time in the incentive plan, including the core backbone personnel who worked in the company (including holding subsidiaries) when the company announced the incentive plan, excluding Weihai Guangwei Composites Co.Ltd(300699) independent directors, supervisors, foreign employees, shareholders or actual controllers holding more than 5% of the shares alone or in total and their spouses, parents and children. The list of incentive objects granted for the first time and the distribution of rights and interests to be granted are as follows:
Proportion of restricted shares granted by position in the number of rights and interests granted by the incentive plan in the number of announcement tickets (10000 shares) of the incentive plan proportion of total daily share capital
Core backbone personnel 500.00 80.00% 0.96%
(138 persons in total)
Reserve 125.00 20.00% 0.24%
Total 625.00 100.00% 1.21%
5. Validity period, grant date, ownership arrangement and lock up period of restricted stock incentive plan
(1) Period of validity
The validity period of this incentive plan is from the date of granting restricted shares to the date when all the restricted shares granted to the incentive object are vested or invalid, and the longest period shall not exceed 72 months.
(2) Grant date
After the incentive plan is reviewed and approved by the general meeting of shareholders of the company, the company will convene the board of directors to grant rights and interests to the incentive objects in accordance with relevant regulations within 60 days (if there are conditions for granting rights and interests, calculated from the achievement of the conditions), and complete the announcement and other relevant procedures. If the company fails to complete the above work within 60 days, it shall timely disclose the reasons for the failure and announce the termination of the incentive plan. According to the measures for the administration of equity incentive of listed companies (hereinafter referred to as the “measures”) and the self regulatory guidelines for companies listed on the gem of Shenzhen Stock Exchange No. 1 – business handling (hereinafter referred to as the “self regulatory guidelines”), the period during which rights and interests cannot be granted shall not be counted within 60 days.
The reserved granting date of some restricted shares shall be confirmed by the board of directors of the company within 12 months after the deliberation and approval of the general meeting of shareholders.
The grant date shall be determined by the board of directors of the company after the incentive plan is deliberated and approved by the general meeting of shareholders of the company. The grant date must be a trading day. If the date determined according to the above principles is a non trading day, the grant date shall be postponed to the first trading day thereafter.
(3) Attribution arrangement
The restricted shares granted under the incentive plan shall be vested in several times according to the agreed proportion after 12 months from the date of grant (the restricted shares reserved for grant shall be vested 12 months from the date of reserved grant) and after the incentive object meets the corresponding attribution conditions. The attribution date must be the trading day within the validity period of the incentive plan, but shall not be vested in the following periods:
① Within 30 days before the announcement of the company’s annual report and semi annual report, if the announcement date is delayed due to special reasons, it shall be calculated from 30 days before the original scheduled announcement date;
② Ten days before the announcement of the company’s quarterly report, 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 the date of disclosure according to law;
④ Other periods prescribed by the CSRC and the stock exchange.
The ownership arrangement of restricted shares granted for the first time is shown in the table below:
Vesting arrangement vesting proportion during vesting period
The first 12 months after the date of granting some restricted shares for the first time
24.25% from the first trading day of the first vesting period to the date of granting some restricted shares for the first time
Ending on the last trading day of the month
The first day after 24 months from the date of granting some restricted shares for the first time
36.25% from the trading day of the second vesting period to the date of granting some restricted shares for the first time
Ending on the last trading day of the month
The first time after 36 months from the date of granting some restricted shares for the first time
48.25% from the trading day of the third vesting period to the date of granting some restricted shares for the first time
Ending on the last trading day of the month
The first day after 48 months from the date of granting some restricted shares for the first time
60 25% from the trading day of the fourth vesting period to the date of the first grant of some restricted shares
Ending on the last trading day of the month
If the reserved part is granted before the disclosure of the third quarter report of 2022, the vesting period of the reserved part and the vesting schedule of each period are shown in the table below:
Vesting arrangement vesting proportion during vesting period
The first 12 months after the date of reserved grant of some restricted shares
24.25% from the first trading day of the first vesting period to the date of reserved grant of some restricted shares
Ending on the last trading day of the month
The first day after 24 months from the date of the reserved grant of some restricted shares
36.25% from the trading day of the second vesting period to the date of reserved grant of some restricted shares
Ending on the last trading day of the month
The first day after 36 months from the date of the reserved grant of some restricted shares
48.25% from the trading day of the third vesting period to the date of reserved grant of some restricted shares
Ending on the last trading day of the month
The first day after 48 months from the date of the reserved grant of some restricted shares
60 25% from the trading day of the fourth vesting period to the date of reserved grant of some restricted shares
Ending on the last trading day of the month
If the reserved part is granted after the disclosure of the third quarter report of 2022, the vesting period of the reserved part and the vesting schedule of each period are shown in the table below:
Vesting arrangement vesting proportion during vesting period
The first 12 months after the date of reserved grant of some restricted shares
24-30% from the first trading day of the first vesting period to the date of reserved grant of some restricted shares
Ending on the last trading day of the month
The first day after 24 months from the date of the reserved grant of some restricted shares
36.30% from the trading day of the second vesting period to the date of reserved grant of some restricted shares
Ending on the last trading day of the month
The first day after 36 months from the date of the reserved grant of some restricted shares
48.40% from the trading day of the third vesting period to the date of reserved grant of some restricted shares
Ending on the last trading day of the month
During the above agreed period, the restricted shares that have not achieved the vesting conditions shall not be vested or deferred to the next vesting period, and shall be invalidated by the company in accordance with the provisions of this incentive plan.
After meeting the vesting conditions of restricted shares, the company will uniformly handle the vesting of restricted shares that meet the vesting conditions.
(4) Lock up period
After the restricted shares granted to the incentive objects through the incentive plan are vested, there is no additional lock up period. The lock up provisions are implemented in accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”) and other relevant laws, administrative regulations, normative documents and the Weihai Guangwei Composites Co.Ltd(300699) articles of Association (hereinafter referred to as the “articles of association”), The details are as follows:
① If the incentive objects are directors and senior managers of the company, their shares transferred each year during their tenure shall not exceed 25% of the total shares of the company they hold; The company’s shares held by him shall not be transferred within half a year after his resignation;
② If the incentive objects are directors and senior managers of the company and their spouses, parents and children, they will sell their shares of the company within 6 months after buying, or buy them again within 6 months after selling, and the resulting income will belong to the company, and the board of directors of the company will recover their income;
③ During the validity period of this incentive plan, if there are changes in the relevant laws, administrative regulations, normative documents and the articles of association on the transfer of shares held by the company’s directors and senior managers in the company law, securities law and other relevant laws, regulations, rules and regulations, the transfer of the company’s shares held by these incentive objects shall comply with the revised Company Law, securities law and other relevant laws, regulations Provisions of normative documents and the articles of association.
6. Grant price of restricted shares
The grant price of restricted shares granted for the first time in the incentive plan is 26.67 yuan per share, that is, after meeting the grant conditions and attribution conditions, the incentive object can purchase the company’s shares at the price of 26.67 yuan per share.
7. Performance assessment requirements
① Performance assessment requirements at the company level:
The incentive plan will assess the company’s performance indicators by year in the fiscal year from 2022 to 2025, so as to achieve the performance assessment goal as one of the ownership conditions of the incentive object in the current year. The company level performance assessment objectives of restricted shares granted by the incentive plan are shown in the table below:
Based on 2021, the ownership arrangement of the corresponding assessment year corresponds to the net profit growth rate of the corresponding assessment year
target value
