Securities code: 002990 securities abbreviation: Maxvision Technology Corp(002990) Announcement No.: 2022-002 Maxvision Technology Corp(002990)
Announcement on completion of registration of reserved grant of restricted stock incentive plan in 2021
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:
1. Listing date of restricted shares reserved for Grant: January 21, 2022
2. The number of restricted shares reserved for grant this time: 112475
3. The grant price of restricted shares reserved for this grant: 16.035 yuan / share
4. Number of restricted stock grants reserved for this grant: 104
5. The source of restricted stock reserved for grant this time: the company’s A-share common stock issued to the incentive object
6. After the grant of reserved restricted shares is completed, the equity distribution of the company meets the requirements of listing conditions and will not lead to the change of the actual controller of the company.
Maxvision Technology Corp(002990) (hereinafter referred to as “the company”) convened the 28th meeting of the second board of directors and the 18th meeting of the second board of supervisors on December 27, 2021, deliberated and adopted the proposal on granting reserved restricted shares to incentive objects. In accordance with the measures for the administration of equity incentive of listed companies, No. 1 self regulatory guide for listed companies of Shenzhen Stock Exchange – business handling and relevant regulations of Shenzhen Branch of China Securities Depository and Clearing Corporation, the company has completed the registration of reserved grants of the restricted stock incentive plan in 2021 (hereinafter referred to as the “incentive plan”), The specific information is announced as follows: I. relevant approval procedures have been performed for this incentive plan
(I) on May 17, 2021, the company held the 20th meeting of the second board of directors and the 13th meeting of the second board of supervisors, deliberated and adopted the proposal on and its summary and other relevant proposals, and the independent directors of the company expressed independent opinions on the incentive plan, The board of supervisors issued verification opinions on the incentive plan.
(II) from May 18, 2021 to May 27, 2021, the company made internal publicity on the list of incentive objects first granted under the restricted stock incentive plan in 2021. At the expiration of the publicity period, the board of supervisors of the company did not receive any objection related to the incentive plan to be granted to the incentive object for the first time. On May 29, 2021, the company disclosed the review opinions and publicity statement of the board of supervisors on the list of incentive objects first granted by the restricted stock incentive plan in 2021 (Announcement No.: 2021-037).
(III) on June 2, 2021, the company held the first extraordinary general meeting of shareholders in 2021, deliberated and adopted the proposal on and its summary The proposal on the measures for the administration of the implementation and assessment of the restricted stock incentive plan in 2021 and the proposal on submitting the general meeting of shareholders of the company to authorize the board of directors to handle matters related to the restricted stock incentive plan in 2021. The board of directors of the company conducted a self-examination on the trading of the company’s shares by insiders of the incentive plan and incentive objects, and disclosed the self-examination report on the trading of the company’s shares by insiders of the restricted stock incentive plan in 2021 and incentive objects on June 3, 2021 (Announcement No.: 2021-039).
(IV) on June 2, 2021, the company held the 22nd Meeting of the second board of directors and the 14th meeting of the second board of supervisors, deliberated and adopted the proposal on adjusting the matters related to the incentive plan of restricted shares in 2021 and the proposal on granting restricted shares to incentive objects for the first time. According to the authorization of the company’s first extraordinary general meeting in 2021, the board of directors adjusted the relevant matters of the incentive plan and determined that the first grant date was June 2, 2021. The independent directors of the company have expressed independent opinions on the above matters, and the board of supervisors of the company has reviewed the list of incentive objects on the first grant date and the adjustment and first grant matters, and issued verification opinions.
(V) on June 25, 2021, the company completed the registration of the first grant of the restricted stock incentive plan in 2021 and disclosed the announcement on the completion of the registration of the first grant of the restricted stock incentive plan in 2021 (Announcement No.: 2021-047).
(VI) on December 27, 2021, the company held the 28th meeting of the second board of directors and the 18th meeting of the second board of supervisors, deliberated and adopted the proposal on granting reserved restricted shares to incentive objects. According to the authorization of the company’s first extraordinary general meeting in 2021, the board of directors determined that the reserved granting date of the incentive plan was December 27, 2021. The independent directors of the company expressed independent opinions on the above matters, and the board of supervisors reviewed the list of incentive objects and reserved granting matters on the reserved granting date and issued verification opinions.
2、 Grant of reserved part of the incentive plan
(I) grant date: December 27, 2021
(II) number of shares granted: 112475
(III) number of persons granted: 104
(IV) grant price: 16.035 yuan / share
(V) stock source: the company’s A-share common stock issued by the company to the incentive object
(VI) the distribution of restricted shares reserved for grant among incentive objects is shown in the table below:
The proportion of the granted reserved restricted shares in the total number of job-related shares up to the name of this announcement (the proportion of the total share capital of 10000 reserved restricted shares per day)
Lai Shiwu, deputy general manager 3.00 2.67% 0.01%
Qin Cao, deputy general manager and board of directors 4.00 3.56% 0.02%
secretary
Core backbone personnel (102 persons) 105.475 93.78% 0.41%
Total 112.475 100.00% 0.44%
Note: 1 The shares of the company granted by any of the above incentive objects through all effective equity incentive plans do not exceed 1% of the total share capital of the company.
The total number of subject shares involved in all effective incentive plans of the company shall not exceed 10% of the total share capital of the company when the equity incentive plan is submitted to the general meeting of shareholders. 2. The incentive objects of this incentive plan do not include independent directors, supervisors, shareholders or actual controllers who individually or jointly hold more than 5% of the shares of the company and their spouses, parents and children. 3. Any difference in mantissa between the sum of the above total data and each detail is caused by rounding.
(VII) the granting of restricted shares reserved in the company’s incentive plan will not lead to the company’s equity distribution not meeting the listing conditions.
(VIII) the sales restriction period of this incentive plan and the arrangement for lifting the sales restriction
1. Sales restriction period
Restricted shares granted to incentive objects are subject to different restricted sales periods, which are calculated from the listing date. The interval between the grant date and the first release date of the restriction shall not be less than 12 months.
The restricted shares granted to the incentive object under this incentive plan shall not be transferred, used to guarantee or repay debts during the restricted sale period. The restricted shares granted to the incentive object will enjoy the due rights of their shares after being registered by the registration and Clearing Company, including but not limited to the dividend rights, allotment rights, voting rights, etc. During the restricted sale period, the capital reserve obtained by the incentive object due to the granted restricted shares shall be converted into share capital, distributed stock dividends, allotted shares, and the shares allotted to the original shareholders during the additional issuance shall be restricted at the same time, and shall not be sold in the secondary market or transferred in other ways. The deadline of the restricted sale period of these shares is the same as that of the restricted shares.
When the company makes cash dividends, the cash dividends that the incentive object should obtain from the restricted shares granted to it shall be enjoyed by the incentive object after withholding and paying personal income tax. If the restricted shares are not lifted, the company shall deduct the cash dividends that the incentive object has enjoyed when buying back the restricted shares in accordance with the provisions of this incentive plan, And make corresponding accounting treatment.
2. Lifting the sales restriction arrangement
As part of the reserved restricted shares will be granted in 2021, the release period of the restricted shares reserved for this grant and the release arrangements of each period are consistent with the first grant. The details are shown in the table below:
The proportion of sales restrictions lifted during the lifting of sales restrictions
The first 12 months after the listing date of reserved and granted restricted shares
24.30% from the first trading day of the lifting of the restriction period to the listing date of some restricted shares reserved for grant
Ending on the last trading day of the month
The first 24 months after the listing date of reserved and granted restricted shares
36.35% from the trading day of the second lifting of the restriction period to the listing date of some restricted shares reserved for grant
Ending on the last trading day of the month
The first 36 months after the listing date of reserved and granted restricted shares
48.35% from the trading day of the third release period to the listing day of some restricted shares reserved for grant
Ending on the last trading day of the month
During the above agreed period, the restricted shares that fail to meet the conditions for lifting the restrictions shall not be lifted or deferred to the next period. The company will repurchase and cancel the restricted shares of the incentive object that have not been lifted according to the principles specified in the incentive plan.
After meeting the conditions for lifting the restrictions on the sale of restricted shares, the company will uniformly handle the lifting of the restrictions on the sale of restricted shares that meet the conditions for lifting the restrictions.
(IX) performance assessment requirements for unlocking restricted shares
1. Performance assessment requirements at the company level
In this incentive plan, the company’s performance indicators will be assessed annually in the fiscal year from 2021 to 2023, and the achievement of performance assessment objectives will be one of the conditions for the lifting of sales restrictions in the current year.
As part of the reserved restricted shares will be granted in 2021, the performance assessment objectives of the reserved restricted shares granted this time are consistent with those of the first grant. As shown in the following table:
Performance assessment objectives during the lifting of sales restrictions
The company shall meet one of the following two conditions:
1. Based on the average value of operating revenue from 2018 to 2020, the growth rate of operating revenue in 2021 shall not be less than 50% in the first period of lifting the restrictions on sales; 2. Based on the average value of net profit from 2018 to 2020, the growth rate of net profit in 2021 shall not be less than 50%.
The company shall meet one of the following two conditions:
1. Based on the average value of operating revenue from 2018 to 2020, the growth rate of operating revenue in 2022 shall not be less than 75%; 2. Based on the average net profit from 2018 to 2020, the net profit growth rate in 2022 shall not be less than 75%.
The company shall meet one of the following two conditions:
1. Based on the average value of operating income from 2018 to 2020, the number of the third period of lifting the restrictions on sales, and the growth rate of operating income in 2023 shall not be less than 100%; 2. Based on the average net profit from 2018 to 2020, the net profit growth rate in 2023 shall not be less than 100%.
Note: 1 The above “operating income” refers to
