Securities code: Sichuan Development Lomon Co.Ltd(002312) securities abbreviation: Sichuan Development Lomon Co.Ltd(002312) Announcement No.: 2022078
Sichuan Development Lomon Co.Ltd(002312)
About the first release period of restricted stock incentive plan in 2020
Suggestive announcement on lifting the listing and circulation of restricted shares
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, and are jointly and severally liable for false records, misleading statements or major omissions in the announcement.
Special tips:
1. The company’s restricted stock incentive plan in 2020 has fulfilled the conditions for lifting the restrictions in the first lifting period. A total of 590 incentive objects meet the conditions for lifting the restrictions, and the number of restricted shares that can be lifted is 24450000, accounting for 1.39% of the total share capital of the company.
2. In 2020, the restricted stock incentive plan will be released in the first restricted stock release period. The listing and circulation time of the restricted stock released is May 25, 2022.
Sichuan Development Lomon Co.Ltd(002312) (hereinafter referred to as “the company”) held the 19th meeting of the 6th board of directors and the 15th meeting of the 6th board of supervisors on April 11, 2022. The meeting deliberated and adopted the proposal on the completion of the lifting of the restrictions in the first lifting period of the restricted stock incentive plan in 2020. The number of incentive objects that can be lifted is 590, and the number of restricted shares that can be lifted is 24450000, It accounts for 1.39% of the total share capital of the company.
In accordance with the relevant provisions of the measures for the administration of equity incentive of listed companies and the 2020 restricted stock incentive plan of Chengdu Santai Holding Group Co., Ltd. (the company has changed its name, hereinafter referred to as the “2020 restricted stock incentive plan”), the company has completed the listing and circulation procedures of shares involved in the first release period of the 2020 restricted stock incentive plan, 590 incentive objects who meet the conditions for lifting the restrictions can lift the restrictions on the sale of a total of 24450000 restricted shares. The relevant information is hereby announced as follows:
1、 Basic information of restricted stock incentive plan in 2020
1. On January 17, 2020, the 27th meeting of the Fifth Board of directors of the company deliberated and adopted the proposal on the 2020 restricted stock incentive plan (Draft) and its summary of Chengdu Santai Holding Group Co., Ltd The proposal on the management measures for the implementation and assessment of the 2020 restricted stock incentive plan of Chengdu Santai Holding Group Co., Ltd. and the proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive. The independent directors of the company expressed independent opinions on the relevant proposals of the incentive plan and agreed to implement the incentive plan.
2. On January 17, 2020, the 13th meeting of the 5th board of supervisors of the company deliberated and adopted the proposal on the 2020 restricted stock incentive plan (Draft) and its summary of Chengdu Santai Holding Group Co., Ltd The proposal on the management measures for the implementation and assessment of the 2020 restricted stock incentive plan of Chengdu Santai Holding Group Co., Ltd. and the proposal on the verification of the list of incentive objects granted by the company’s 2020 restricted stock incentive plan agree with the company’s implementation of this incentive plan.
3. The company was posted on cninfo.com on January 18, 2020（ http://www.cn.info.com.cn. ）The list of incentive objects of 2020 restricted stock incentive plan was announced on the website, and the list of incentive objects of 2020 restricted stock incentive plan was released through the company’s OA system to publicize the names and positions of the proposed incentive objects of the company from January 18, 2020 to January 28, 2020 for 11 days. During the publicity period, the company’s employees can give feedback to the company’s board of supervisors. At the expiration of the publicity period, the board of supervisors of the company did not receive any objection from any person or organization to the proposed incentive object. On February 3, 2020, the company disclosed the announcement and verification opinions of the board of supervisors on the list of incentive objects first granted by the company’s 2020 restricted stock incentive plan.
4. On February 5, 2020, the first extraordinary general meeting of the company in 2020 deliberated and approved the proposal on the 2020 restricted stock incentive plan (Draft) of Chengdu Santai Holding Group Co., Ltd. and its summary The proposal on the management measures for the implementation and assessment of the 2020 restricted stock incentive plan of Chengdu Santai Holding Group Co., Ltd. and the proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive, and disclosed the self inspection report on the trading of the company’s shares by insiders of the 2020 restricted stock incentive plan, The company conducted a self-examination on the trading of the company’s shares by insiders within 6 months before the announcement of the company’s incentive plan, and did not find that relevant insiders used the insider information related to the incentive plan to buy and sell shares.
5. On February 6, 2020, the company held the 29th meeting of the 5th board of directors and the 15th meeting of the 5th board of supervisors. The meeting deliberated and adopted the proposal on adjusting the granting objects and quantity of 2020 restricted stock incentive plan and the proposal on granting restricted shares to incentive objects. The independent directors of the company expressed their independent opinions on the above-mentioned proposal, The board of supervisors verified the list of incentive objects after adjustment, and expressed consent to the adjustment and grant.
6. On May 18, 2020, the registration procedures for the grant of restricted shares involved in the incentive plan were completed. The company actually granted 49690641 restricted shares to 610 incentive objects. The granted restricted shares were listed on May 15, 2020, and the total number of shares of the company was 1378091733.
7. On June 7, 2021, the company held the third meeting of the sixth board of directors and the third meeting of the sixth board of supervisors. The meeting deliberated and approved the proposal on repurchase and cancellation of some restricted shares in the 2020 restricted stock incentive plan, and agreed to repurchase and cancel 760641 restricted shares granted to 16 resigned and 1 deceased incentive objects but not lifted the restriction, The repurchase price is the sum of the grant price (2.14 yuan / share) and the deposit interest of the bank in the same period. The independent directors of the company gave their independent opinions on the proposal and the board of supervisors gave their verification opinions. On June 29, 2021, the company held the 2020 annual general meeting of shareholders, which deliberated and approved the proposal on repurchase and cancellation of some restricted shares in the 2020 restricted stock incentive plan, and completed the cancellation procedures of the above repurchased shares in Shenzhen Branch of China Securities Depository and Clearing Corporation on August 27, 2021.
8. On April 11, 2022, the company held the 19th meeting of the 6th board of directors and the 15th meeting of the 6th board of supervisors. The meeting deliberated and approved the proposal on repurchase and cancellation of some restricted shares in the 2020 restricted stock incentive plan, and agreed to repurchase and cancel 30000 restricted shares granted to three resigned incentive objects but not lifted the restriction on sales, The repurchase price is the sum of the grant price (2.14 yuan / share) and the deposit interest of the bank in the same period. The independent directors of the company gave their independent opinions on the proposal and the board of supervisors gave their verification opinions. At the same time, the proposal on the achievement of lifting the restrictions during the first lifting period of the restricted stock incentive plan in 2020 was deliberated and adopted. The independent directors and supervisors of the company expressed their consent. For details, please refer to the company’s website (www.cn. Info. Com. CN.) on April 13, 2022 Relevant announcements of disclosure.
2、 Description of the first release period of the company’s restricted stock incentive plan in 2020 meeting the conditions for the release of restrictions
(I) explanation on the expiration of the first restricted sale period of the restricted stock incentive plan in 2020
In the 2020 restricted stock incentive plan, all restricted shares granted to the incentive object shall be subject to different restricted sales periods, which are 24 months and 36 months respectively, which shall be calculated from the date of completion of registration of the restricted shares granted to the incentive object
Count. The arrangements for lifting the restrictions on the sale of restricted shares are shown in the table below:
The proportion of sales restrictions lifted during the lifting of sales restrictions
The first trading day after 24 months from the date of completion of the grant of restricted shares
The last 50% within 36 months from the first release period to the date of completion of the grant of restricted shares
End of trading day
The first trading day after 36 months from the date of completion of the grant of restricted shares
The last 50% within 48 months from the second release period to the date of completion of the grant of restricted shares
End of trading day
The listing date of restricted shares granted by the company’s 2020 restricted stock incentive plan is may 2020
On May 15, the first restricted sale period of restricted shares expired on May 14, 2022.
(II) description of the achievement of the conditions for the first lifting of the sales restriction period
Description of whether the conditions for lifting the restriction period meet the conditions for lifting the restriction
1. The company has not encountered any of the following circumstances: (1) the financial accounting report of the latest fiscal year has been issued with a negative opinion or an audit report that cannot express an opinion by the certified public accountant; (2) The internal control of the financial report of the latest fiscal year was given a negative opinion by the certified public accountant or
Audit reports that cannot express opinions; The company does not meet the conditions for lifting the sales restriction under the above circumstances. (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 objects are not under any of the following circumstances: a total of 610 incentive objects are granted in the incentive plan, (1) they have been identified as inappropriate candidates by the stock exchange in the last 12 months; Before the expiration of the first sales restriction period, a total of 19 incentive objects (2) have been identified as inappropriate candidates by the CSRC and its dispatched offices in the last 12 months; Leaving the company for personal reasons, one incentive object died of illness, (3) being punished by China Securities Regulatory Commission and its dispatched offices for major violations of laws and regulations in the last 12 months. The above 20 incentive objects do not meet the conditions for lifting the sales restriction, and are subject to political punishment or market entry prohibition measures; The restricted shares that have been granted but have not yet been lifted do not (4) have the situation that they are not allowed to serve as directors and senior managers of the company as stipulated in the company law; The restriction on sales may be lifted and the company shall repurchase and cancel it. (5) Those who are not allowed to participate in the equity incentive of listed companies according to laws and regulations;
(6) Other circumstances recognized by the CSRC. The company has completed the repurchase and cancellation of restricted shares granted to 16 leaving incentive objects and 1 deceased incentive object, and a total of 760641 restricted shares have been repurchased and cancelled; The 30000 shares that have been granted but have not yet been lifted for the remaining three incentive objects who have resigned need to be restricted
Repurchase and cancellation of non tradable shares.
To sum up, the 590 incentive objects of the company did not meet the conditions for lifting the sales restriction.
3. Company level unlock performance conditions:
In the fiscal year 20202022, the incentive plan will evaluate the performance indicators of the company by year
Conduct assessment and take the achievement of performance assessment objectives as one of the conditions for the lifting of sales restrictions of the incentive object in the current year.
Performance test
