Securities code: 002738 securities abbreviation: Sinomine Resource Group Co.Ltd(002738) Announcement No.: 2022-007 bond Code: 128111 bond abbreviation: China Mining convertible bond
Sinomine Resource Group Co.Ltd(002738)
About 2020 stock option and restricted stock incentive plan
Postpone the granting of some restricted shares and the first lifting of restrictions
Suggestive announcement on lifting the listing and circulation 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.
Special tips:
1. In 2020, the company's stock option and restricted stock incentive plan (hereinafter referred to as the "incentive plan") suspended the grant of some restricted shares. In the first lifting period, there were 3 incentive objects who met the conditions for lifting the restrictions, and the number of restricted shares that can be lifted was 186000, accounting for 0.0572% of the company's current total share capital. 2. The listing and circulation date of the restricted shares lifted this time is January 24, 2022.
3. There is no difference between the equity incentive plan implemented this time and the disclosed equity incentive plan.
Sinomine Resource Group Co.Ltd(002738) (hereinafter referred to as "the company") held the 15th meeting of the 5th board of directors and the 13th meeting of the 5th board of supervisors on November 9, 2021, The proposal on the achievement of the first release period of restricted shares granted for the first time by the company's stock option and restricted stock incentive plan in 2020 and the release conditions of the first release period of deferred grant were reviewed and approved. The board of Directors considers that the conditions for the first release of restricted shares granted for the first time and the first release of restricted shares granted with suspension set in the incentive plan of the company have been met, and agrees that the company shall handle matters related to the release of restricted shares for qualified incentive objects in accordance with the relevant provisions of the incentive plan after the expiration of the restricted shares of corresponding batches. With the approval of Shenzhen Stock Exchange and Shenzhen Branch of China Securities Depository and Clearing Co., Ltd., the incentive plan has suspended the granting of some restricted shares for the first time, and the procedures for lifting the restrictions have been completed by Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. The number of incentive objects handling the procedures for lifting the restrictions on sales this time is 3, and the number of shares lifted the restrictions and applied for listing and circulation is 186000 shares, accounting for 0.0572% of the current total share capital of the company. The relevant matters are described as follows:
1、 Incentive plan overview
1. On November 4, 2020, the 7th Meeting of the 5th board of directors of the company deliberated and adopted the proposal on the company's 2020 stock option and restricted stock incentive plan (Draft) and its summary, and the proposal on the assessment and management measures for the implementation of the company's 2020 stock option and restricted stock incentive plan The independent directors of the company expressed independent opinions on the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the equity incentive plan. The lawyer issued a legal opinion and the financial adviser issued an independent financial adviser's report.
2. On November 4, 2020, the sixth meeting of the Fifth Board of supervisors of the company deliberated and adopted the proposal on the company's 2020 stock option and restricted stock incentive plan (Draft) and its summary, and the proposal on the measures for the assessment and management of the implementation of the company's 2020 stock option and restricted stock incentive plan Proposal on verifying the list of incentive objects first granted by the company's 2020 stock option and restricted stock incentive plan, etc. 3. From November 9, 2020 to November 19, 2020, the company publicized the names and positions of the list of incentive objects in the company. During the publicity period, the board of supervisors of the company did not receive any objection related to the incentive objects proposed in the incentive plan. On November 19, 2020, the company disclosed the announcement and verification opinions of the board of supervisors on the list of incentive objects first granted under the 2020 stock option and restricted stock incentive plan. The board of supervisors of the company believes that the personnel listed in the list of incentive objects of the incentive plan meet the incentive object conditions specified in the administrative measures for equity incentive of listed companies and other documents, and meet the incentive object conditions specified in the incentive plan.
4. On November 23, 2020, the first extraordinary general meeting of the company in 2020 deliberated and passed the proposal on the company's 2020 stock option and restricted stock incentive plan (Draft) and its summary, and the proposal on the management measures for the implementation and review of the company's 2020 stock option and restricted stock incentive plan Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive and its related matters.
5. On November 26, 2020, the 8th meeting of the 5th board of directors and the 7th Meeting of the 5th board of supervisors deliberated and adopted the company's proposal on adjusting the list and number of incentive objects granted for the first time under the 2020 stock option and restricted stock incentive plan, and the company's proposal on granting stock options and restricted stocks to incentive objects for the first time. It is determined to grant 7.7 million stock options to 43 incentive objects on November 26, 2020 for the first time, and the exercise price is 19.97 yuan / share; 2.53 million restricted shares were granted to 90 incentive objects at a price of 9.99 yuan / share. The independent directors of the company expressed their independent opinions on this and believed that the method for confirming the subject qualification of incentive objects was legal and effective, the determined grant date met the relevant provisions, and lawyers and other intermediaries issued corresponding reports.
6. On December 8, 2020, the company disclosed the announcement on the completion of the registration of the first grant of stock options under the 2020 stock option and restricted stock incentive plan and the announcement on the completion of the registration of the grant of restricted shares under the 2020 stock option and restricted stock incentive plan, The 7.7 million stock options first granted by the company were registered in Shenzhen Branch of China Securities Depository and Clearing Corporation Limited on December 4, 2020, and the listing date of 2.53 million restricted shares first granted by the company was December 10, 2020.
7. On January 7, 2021, the 9th meeting of the 5th board of directors and the 8th meeting of the 5th board of supervisors deliberated and adopted the proposal on granting restricted shares to incentive objects whose grant is suspended. It is determined to grant 620000 restricted shares to 3 incentive objects whose grant is suspended on January 7, 2021, with the grant price of 9.99 yuan / share. The independent directors of the company expressed their independent opinions on this and believed that the method for confirming the subject qualification of incentive objects was legal and effective, the determined grant date met the relevant provisions, and the financial consultants, lawyers and other intermediaries issued corresponding reports.
8. On January 20, 2021, the company disclosed the announcement on the completion of the registration of the suspension of the grant of some restricted shares under the 2020 stock option and restricted stock incentive plan. The listing date of 620000 restricted shares suspended by the company is January 22, 2021.
9. On September 30, 2021, the 13th meeting of the 5th board of directors and the 11th meeting of the 5th board of supervisors deliberated and adopted the proposal on granting stock options reserved for 2020 stock option and restricted stock incentive plan to incentive objects. It is determined that 600000 reserved stock options will be granted to 5 incentive objects on September 30, 2021, and the exercise price is 55.84 yuan / share. The independent directors of the company expressed their independent opinions on this and believed that the method for confirming the subject qualification of incentive objects was legal and effective, the determined grant date met the relevant provisions, and the financial consultants, lawyers and other intermediaries issued corresponding reports.
10. On October 16, 2021, the company disclosed the announcement on the completion of the grant registration of reserved stock options of 2020 stock options and restricted stock incentive plan. The 600000 stock options reserved and granted by the company completed the grant registration in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. on October 15, 2021. 11. On November 9, 2021, the 15th meeting of the 5th board of directors and the 13th meeting of the 5th board of supervisors considered and adopted the proposal on adjusting the exercise price of stock options in the company's 2020 stock option and restricted stock incentive plan, the proposal on canceling some stock options in the company's 2020 stock option and restricted stock incentive plan Proposal on the achievement of exercise conditions in the first exercise period of stock options granted for the first time by the company's stock option and restricted stock incentive plan in 2020. It is agreed to adjust the exercise price of stock options granted for the first time to RMB 19.92/share and cancel 251500 stock options. The board of Directors believes that the exercise conditions of the first exercise period for the first grant of stock options set in the incentive plan of the company have been met, and the number of stock options that can be applied for exercise this time is 2128500. The independent directors of the company expressed independent opinions on relevant proposals. The board of supervisors verified the list of exercisable incentive objects and issued verification opinions. Financial advisers, lawyers and other intermediaries shall issue corresponding reports.
12. On November 9, 2021, the 15th meeting of the 5th board of directors and the 13th meeting of the 5th board of supervisors considered and adopted the proposal on adjusting the repurchase price of restricted shares and repurchase and cancellation of some restricted shares in the company's 2020 stock option and restricted stock incentive plan Proposal on the achievement of the first release period of restricted shares granted for the first time by the company's stock option and restricted stock incentive plan in 2020 and the release conditions of the first release period of partial suspension of grant. It is agreed to adjust the repurchase price of restricted shares to 9.94 yuan / share, and repurchase and cancel 23600 restricted shares. The board of Directors believes that the conditions for lifting the restrictions on the sale of restricted shares in the first lifting period set by the company's incentive plan have been met, and the number of restricted shares that can apply for lifting the restrictions on the sale this time is 935400 shares. The independent directors of the company expressed independent opinions on relevant proposals. The board of supervisors verified the list of incentive objects whose sales restrictions can be lifted and issued verification opinions. Financial advisers, lawyers and other intermediaries shall issue corresponding reports.
13. On December 10, 2021, with the approval of Shenzhen Stock Exchange and Shenzhen Branch of China Securities Depository and Clearing Co., Ltd., the incentive plan granted some restricted shares for the first time. The first lifting of the restriction period has been completed by Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. The number of incentive objects who handled the procedures for lifting the restrictions on sales was 89, and the number of restricted shares lifted and listed for circulation was 749400.
2、 Description of the achievement of the conditions for the release of restricted shares in the first release period set by the incentive plan
1. Explanation on the expiration of the sales restriction period
According to the provisions of the incentive plan, different restricted sales periods are applicable to all restricted shares granted to the incentive object, namely 12 months, 24 months and 36 months, which are calculated from the date when the restricted shares granted to the incentive object are registered. The first release period of the incentive plan starts from the first trading day after 12 months from the date of listing of restricted shares to the last trading day within 24 months from the date of listing of restricted shares, and the release proportion is 30% of the total number of restricted shares granted.
The listing date of the restricted shares first granted under the incentive plan is December 10, 2020, and the first restricted sale period will expire on December 10, 2021.
The listing date of some restricted shares granted under the incentive plan is January 22, 2021, and the first restricted sale period will expire on January 22, 2022.
2. Description of the achievement of lifting the sales restriction conditions
No. achievements in lifting the restrictions on sales
The company does not have any of the following circumstances: the company does not have the above circumstances (1) the financial and accounting report of the latest fiscal year has been formed and meets the conditions for lifting the sales restriction. Certified Public Accountants issue negative opinions or cannot express opinions
Audit report;
(2) Internal control over financial report of the latest fiscal year
1. The system is given a negative opinion by the certified public accountant or cannot be expressed
Audit report of opinions;
(3) Failure to comply with the law in the last 36 months after listing
Profit distribution according to laws and regulations, articles of association and public commitment
The situation of the;
(4) Equity incentive is not allowed according to laws and regulations;
(5) Other circumstances recognized by the CSRC.
The incentive object is not under any of the following circumstances: before the incentive object occurs, (1) the incentive object is identified as the above circumstances by the stock exchange within the last 12 months, and it is inappropriate to meet the lifting of the restriction on sales; Pieces.
(2) Within the last 12 months, it has been dispatched by the CSRC and its
Out of the Organization identified as inappropriate candidates;
(3) Major violations of laws and regulations in the last 12 months
2. Being subjected to administrative punishment or mining by the CSRC and its dispatched offices
Take market entry prohibition measures;
(4) Those who have the provisions of the company law shall not serve as public servants
Directors and senior managers of the company;
(5) The company shall not participate in the shares of listed companies according to laws and regulations
Right incentive;
(6) Other circumstances recognized by the CSRC.
Performance assessment requirements at the company level: excluding this and other incentives, take the average net profit of the company from 2017 to 2019 as the shadow base of incentive plan share based payment expenses, and the net profit growth rate in 2020 shall not be less than 50%. After the announcement, the above "net profit" of the company in 2020 refers to the audited net profit attributable to the shareholders of the listed company and the net profit of the shareholders of the company. However, excluding this and other incentives, it is calculated as 177335400 yuan, and the value of the impact of the planned share based payment expenses is used as the calculation basis. Net profit of the company from 2017 to 2019
