Securities code: 300737 securities abbreviation: Keshun Waterproof Technologies Co.Ltd(300737) Announcement No.: 2022-010 Keshun Waterproof Technologies Co.Ltd(300737)
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 contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions, and bear individual and joint legal liabilities for the authenticity, accuracy and integrity of the contents.
Whereas Keshun Waterproof Technologies Co.Ltd(300737) (hereinafter referred to as “the company”), the first grant conditions specified in the 2021 restricted stock incentive plan (Draft) (hereinafter referred to as “the plan” or “the incentive plan”) have been fulfilled, according to the authorization of the third extraordinary general meeting of shareholders in 2021, The company held the 10th meeting of the third board of directors on January 17, 2022, deliberated and approved the proposal on granting restricted shares to incentive objects for the first time, and agreed to grant 16 million restricted shares to 359 eligible incentive objects (excluding the reserved part) for the first time on January 17, 2022. The relevant matters are hereby announced as follows:
1、 Brief description of restricted stock incentive plan in 2021 and relevant approval procedures performed
(I) brief description of restricted stock incentive plan in 2021
The incentive plan and its summary have been deliberated and adopted at the third extraordinary general meeting of shareholders in 2021, and the main contents are as follows:
1. Type of underlying stock: the underlying stock of the plan is restricted stock of the company.
2. Source of underlying stock: the source of restricted stock is the company’s A-share common stock repurchased from the secondary market or the company’s A-share common stock issued by the company.
3. Incentive objects: the total number of incentive objects granted for the first time in the plan is 359, all of which are middle-level managers in the company at the time of announcement of the plan.
4. Description of restricted stock ownership arrangement:
(1) The validity period of the incentive plan is from the date of the first grant of restricted shares to the date of the ownership or invalidation of all the restricted shares granted to the incentive object, which shall not exceed 60 months. (2) Ownership arrangement of restricted shares
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. The restricted shares obtained by directors and senior managers shall not be vested in the following periods:
① 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 to 1 day before the announcement;
② 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 stipulated by the CSRC and Shenzhen Stock Exchange.
The ownership proportion of each batch of restricted shares granted for the first time under the incentive plan is shown in the table below:
Vesting time and proportion of the first vesting arrangement
The first 12 months after the date of corresponding grant of restricted shares
40% within 24 trading days from the date of corresponding grant of restricted shares in the first vesting period
End of the last trading day in the month
The first 24 months after the date of corresponding grant of restricted shares
The second vesting period is from trading days to 36 30% from the date of corresponding grant of restricted shares
End of the last trading day in the month
The first 36 months after the date of corresponding grant of restricted shares
The third vesting period is from trading days to 48 30% from the date of corresponding grant of restricted shares
End of the last trading day in the month
The ownership proportion of each batch of restricted shares reserved for grant is shown in the table below:
Vesting time and proportion of reserved vesting arrangement
The first 12 months after the date of grant of reserved restricted shares
50% from the first trading day of the first vesting period to the date of grant of reserved restricted shares
Ending on the last trading day of the month
The first day after 24 months from the date of grant of reserved restricted shares
36.50% from the trading day of the second vesting period to the date of grant of reserved restricted shares
Ending on the last trading day of the month
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 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 due to the above reasons shall not be vested and shall be invalid.
5. The grant price of restricted shares granted for the first time is 8.5 yuan per share.
6. Performance assessment requirements for the ownership of restricted shares
(1) Company level performance assessment requirements
The assessment year for the first grant of restricted shares in the incentive plan is three fiscal years from 2022 to 2024, and the assessment year for the reserved grant of restricted shares is two fiscal years from 2023 to 2024, one assessment in each fiscal year. The annual performance assessment objectives of the first grant are shown in the following table:
Performance assessment objectives for the first vesting period
The first vesting period is based on the net profit in 2021, and the net profit in 2022 is no less than 25% higher than that in 2021; And the net operating cash flow of the company in 2022 is greater than zero.
The second vesting period is based on the net profit in 2021, and the net profit in 2023 is no less than 56% higher than that in 2021; And the net operating cash flow of the company in 2023 is greater than zero.
The third vesting period is based on the net profit in 2021, and the net profit in 2024 is no less than 95% higher than that in 2021; And the net operating cash flow of the company in 2024 is greater than zero.
The annual performance assessment objectives of restricted shares reserved for grant are shown in the table below:
Reserved performance assessment objectives for vesting period
The first vesting period is based on the net profit in 2021, and the net profit in 2023 is no less than 56% higher than that in 2021; And the net operating cash flow of the company in 2023 is greater than zero.
The second attribution period is based on the net profit in 2021, and the net profit in 2024 is no less than 95% higher than that in 2021; And the net operating cash flow of the company in 2024 is greater than zero.
In the above “net profit” indicators, the net profit in 2021 refers to the net profit attributable to the shareholders of the listed company after deducting non recurring profits and losses, and the net profit in 2022, 2023 and 2024 refers to the net profit attributable to the shareholders of the listed company after excluding the impact of equity incentive costs. notes
Note: on January 17, 2022, the 10th meeting of the third board of directors of the company deliberated and adopted the proposal on Amending the company’s restricted stock incentive plan (Draft) in 2021 and some provisions of its summary. The above proposal needs to be submitted to the general meeting of shareholders for deliberation. If approved by the general meeting of shareholders, The above “net profit” index will be revised to “net profit in 2021 is attributable to shareholders of listed companies after deducting non recurring profits and losses, and deducting receivables (including accounts receivable and notes receivable) withdrawn individually in the current year of 2021” Net profit after bad debt provision, net profit in 2022, 2023 and 2024 refers to the net profit attributable to shareholders of listed companies and excluding the impact of equity incentive cost “.
The costs arising from this equity incentive will be disbursed in the management expenses.
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 assessment requirements at the individual level of incentive objects
The performance appraisal at the individual level adopts the method of 70% of individual performance + 30% evaluated by the salary Committee.
Personal performance achievement salary committee evaluation comprehensive score corresponding attribution proportion of comprehensive score
Annual performance is a / B; Or 80-100% of the industry, more than 90% of the performance = 70, and the remuneration committee gives encouragement to all employees
The annual performance is C, or 70-79% of the work performance of the performance incentive personnel is achieved, more than 80% = 50 evaluation and correction score: 0-30
Annual performance of D and below, points
Or achievement less than 80% = 0 69 points or less 0
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.
(II) relevant approval procedures for 2021 restricted stock incentive plan
1. On November 8, 2021, the company held the ninth meeting of the third board of directors and the eighth meeting of the third board of supervisors, deliberated and adopted the proposal on the company’s restricted stock incentive plan in 2021 (Draft) and its summary, and the proposal on formulating the company’s measures for the assessment and management of the implementation of the restricted stock incentive plan in 2021. The independent directors of the company express independent opinions on whether 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. Beijing Zhonglun (Shenzhen) law firm (hereinafter referred to as “Zhonglun lawyer”) issued a legal opinion.
2. The company has publicized the list of incentive objects granted for the first time internally from November 9, 2021 to November 18, 2021. During the publicity period, the board of supervisors of the company has not received any written objection or adverse reaction from any organization or individual. In addition, the board of supervisors checked the list of incentive objects granted for the first time in the incentive plan, and issued the statement on publicity and verification opinions of the board of supervisors on the list of incentive objects granted for the first time in the restricted stock incentive plan in 2021 on November 20, 2021, It also disclosed the self inspection report on the trading of shares of the company by insiders of the restricted stock incentive plan in 2021 and the incentive objects granted for the first time.
3. On November 25, 2021, the company held the third extraordinary general meeting of shareholders in 2021, deliberated and adopted the proposal on the company’s restricted stock incentive plan in 2021 (Draft) and its summary The proposal on the management measures for the implementation and assessment of the company’s restricted stock incentive plan in 2021 and the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the restricted stock incentive plan in 2021. The incentive plan was approved by the third extraordinary general meeting of shareholders in 2021, and the board of directors was authorized to determine the first grant date, When the incentive object meets the conditions for the first time, grant restricted shares to it and handle all matters necessary for the grant of restricted shares.
4. On January 17, 2022, the company held the 10th meeting of the 3rd board of directors and the 9th meeting of the 3rd board of supervisors, deliberated and adopted the proposal on adjusting the matters related to the 2021 restricted stock incentive plan and the proposal on granting restricted shares to incentive objects for the first time. The independent directors of the company issued independent opinions on the above matters, agreed to adjust the relevant matters of the incentive plan, and granted 16 million restricted shares to 359 eligible incentive objects (excluding the reserved part) for the first time on January 17, 2022. Zhonglun lawyer has issued a legal opinion on matters related to the first grant of the incentive plan.
2、 Is there any difference between the equity incentive plan implemented this time and the disclosed equity incentive plan
Whereas, among the first granted incentive objects involved in the company’s incentive plan, 32 employees voluntarily give up subscribing for the company’s restricted shares due to resignation or personal reasons. According to the measures for the administration of equity incentive of listed companies (hereinafter referred to as the “measures”) and the incentive plan and the authorization of the third extraordinary general meeting of shareholders in 2021, the board of directors of the company adjusted the incentive objects and the number of restricted shares granted for the first time in the incentive plan. After adjustment, the number of incentive objects granted for the first time in the incentive plan is adjusted from 391 to 359. The total number of restricted shares to be granted in the incentive plan remains unchanged, of which the number of restricted shares to be granted for the first time is adjusted from 17.44 million shares to 16 million shares. In addition to the above adjustments, the list of incentive objects and the number of restricted shares granted by the company this time are consistent with the list of incentive objects and the number of restricted shares granted in the incentive plan and its summary deliberated and approved by the third extraordinary general meeting of shareholders in 2021, and the incentive standards are consistent without difference.
In addition to the above adjustments, the equity incentive plan implemented this time is consistent with the incentive plan deliberated and approved by the third extraordinary general meeting of shareholders in 2021.
The above adjustments have been deliberated at the 10th meeting of the third board of directors and the 9th meeting of the third board of supervisors
