Securities code: 002140 securities abbreviation: East China Engineering Science And Technology Co.Ltd(002140) Announcement No.: 2022-007 East China Engineering Science And Technology Co.Ltd(002140)
Suggestive announcement on the first release period of the company’s restricted stock incentive plan in 2019
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.
Special tips:
1. In the first restricted stock incentive plan of the company, there are 165 incentive objects who meet the conditions for lifting the restrictions, and the number of restricted shares that can be lifted is 2487500 shares, accounting for 0.4562% of the current total share capital of the company.
2. During the first period of lifting the restrictions on the sale of restricted shares, the listing and circulation date of the restricted shares lifted is January 24, 2022.
East China Engineering Science And Technology Co.Ltd(002140) (hereinafter referred to as “the company” and ” East China Engineering Science And Technology Co.Ltd(002140) “) convened the 16th meeting of the 7th board of directors and the 12th meeting of the 7th board of supervisors on January 7, 2022, and deliberated and adopted the proposal on the achievement of lifting the restrictions during the first lifting period of the company’s restricted stock incentive plan in 2019. In accordance with the measures for the administration of equity incentive of listed companies (hereinafter referred to as the “measures”) and the company’s 2019 restricted stock incentive plan (Revised Draft) (hereinafter referred to as the “incentive plan”), The company has handled the lifting of the restrictions on the sale of 2487500 restricted shares for 165 incentive objects who meet the conditions for lifting the restrictions on the sale of the equity incentive plan. The relevant matters are described as follows:
1、 Relevant approval procedures and information disclosure performed
1. On September 5, 2019, the company held the 20th meeting of the sixth board of directors, deliberated and approved the proposal on the company’s 2019 restricted stock incentive plan (Draft) and its summary, and the proposal on the measures for the implementation and assessment of the company’s 2019 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. 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. On the same day, the company held the 16th meeting of the 6th board of supervisors, deliberated and adopted the proposal on the company’s 2019 restricted stock incentive plan (Draft) and its summary, and the proposal on the measures for the implementation and assessment management of the company’s 2019 restricted stock incentive plan. See East China Engineering Science And Technology Co.Ltd(002140) Announcement No. 2019-064, 2019-065 and 2019-066 for details.
2. From September 20, 2019 to September 30, 2019, the company publicized the names and positions of the incentive objects to be granted through the company’s website and bulletin board, set up a special suggestion box and mailbox for this publicity, and arranged the office of the board of supervisors to collect relevant publicity opinions. During the publicity period, the board of supervisors of the company did not receive any objection from any organization or individual to the proposed incentive object. On December 3, 2019, the company disclosed the announcement of the board of supervisors on the review opinions and publicity of the list of incentive objects of the restricted stock incentive plan in 2019 in the securities times and cninfo.com. See East China Engineering Science And Technology Co.Ltd(002140) announcement 2019-082 for details.
3. On November 29, 2019, the company received the reply on East China Engineering Science And Technology Co.Ltd(002140) implementation of restricted stock incentive plan (gzkp [2019] No. 682) issued by the state owned assets supervision and Administration Commission of the State Council, and agreed in principle to the company’s implementation of restricted stock incentive plan. See East China Engineering Science And Technology Co.Ltd(002140) announcement 2019-077 for details.
4. On December 2, 2019, the company held the 22nd Meeting of the 6th board of directors, deliberated and adopted the proposal on the company’s 2019 restricted stock incentive plan (Revised Draft) and its summary, and the proposal on the measures for the implementation and assessment of the company’s 2019 restricted stock incentive plan (revised draft) Proposal on convening the fourth extraordinary general meeting of shareholders in 2019. 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. On the same day, the company held the 19th meeting of the 6th board of supervisors, deliberated and passed the proposal on the company’s 2019 restricted stock incentive plan (Revised Draft) and its summary, and the proposal on the measures for the implementation and assessment of the company’s 2019 restricted stock incentive plan (Revised Draft). See East China Engineering Science And Technology Co.Ltd(002140) Announcement No. 2019-078, 2019-079, 2019-080 and 2019-081 for details.
5. On December 20, 2019, the fourth extraordinary general meeting of the company in 2019 deliberated and approved the proposal on the company’s 2019 restricted stock incentive plan (Revised Draft) and its summary The proposal on the management measures for the implementation and assessment of the company’s restricted stock incentive plan in 2019 (Revised Draft) and the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive. The company’s implementation of the incentive plan was approved, and the board of directors was authorized to determine the grant date of restricted shares, grant restricted shares to incentive objects when meeting the conditions, and handle all matters necessary for the grant of restricted shares, and disclosed the company’s self inspection report on the trading of company shares by insiders of the restricted stock incentive plan in 2019. See East China Engineering Science And Technology Co.Ltd(002140) Announcement No. 2019-087 and 2019-088 for details.
6. On December 23, 2019, the company held the 23rd Meeting of the 6th board of directors and the 20th meeting of the 6th board of supervisors, deliberated and adopted the proposal on granting restricted shares to the incentive objects of the company’s 2019 restricted stock incentive plan. The independent directors of the company issued independent opinions, and the board of supervisors issued verification opinions, believing that the conditions for granting restricted shares have been met, the subject qualification of the granted incentive object is legal and effective, and the determined grant date meets the relevant regulations. See East China Engineering Science And Technology Co.Ltd(002140) Announcement No. 2019-089, 2019-090 and 2019-091 for details.
7. On January 17, 2020, the company issued the announcement on the completion of the grant registration of the restricted stock incentive plan in 2019, and the listing date of the granted shares is January 22, 2020. See East China Engineering Science And Technology Co.Ltd(002140) Announcement No. 2020-003 for details.
8. On November 6, 2020, the company held the 31st meeting of the 6th board of directors and the 27th meeting of the 6th board of supervisors, deliberated and approved the proposal on adjusting the repurchase price of restricted shares in the 2019 restricted stock incentive plan and the proposal on repurchase and cancellation of some restricted shares in the 2019 restricted stock incentive plan.
The board of directors agrees to repurchase and cancel all restricted shares granted but not yet lifted for the resigned incentive objects, and adjust the repurchase price accordingly. The independent directors and the board of supervisors of the company have expressed their consent to the above proposal. See East China Engineering Science And Technology Co.Ltd(002140) Announcement No. 2020-054, 2020-055, 2020-058 and 2020-059 for details.
9. On November 27, 2020, the company held the first extraordinary general meeting of shareholders in 2020, deliberated and approved the proposal on repurchase and cancellation of some restricted shares in 2019 restricted stock incentive plan, and agreed to repurchase and cancel some restricted shares in 2019 restricted stock incentive plan. See East China Engineering Science And Technology Co.Ltd(002140) Announcement No. 2020-062 and 2020-063 for details.
10. On March 30, 2021, the company disclosed the announcement on the completion of the repurchase and cancellation of some restricted shares in the 2019 restricted stock incentive plan. This repurchase and cancellation of some restricted shares was completed in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. on March 29, 2021. See East China Engineering Science And Technology Co.Ltd(002140) Announcement No. 2021-017 for details.
11. On December 20, 2021, the company held the 15th meeting of the 7th board of directors and the 11th meeting of the 7th board of supervisors, deliberated and approved the proposal on adjusting the repurchase price of restricted shares in the 2019 restricted stock incentive plan and the proposal on repurchase and cancellation of some restricted shares in the 2019 restricted stock incentive plan. The board of directors agrees to repurchase and cancel all restricted shares that have been granted but have not been lifted related to the incentive objects that have changed, and adjust the repurchase price accordingly. The independent directors and the board of supervisors of the company have expressed their consent to the above proposal. See East China Engineering Science And Technology Co.Ltd(002140) Announcement No. 2021-096, 2021-097 and 2021-098 for details.
12. On January 7, 2022, the company held the first extraordinary general meeting of shareholders in 2022, deliberated and approved the proposal on repurchase and cancellation of some restricted shares in 2019 restricted stock incentive plan, and agreed to repurchase and cancel some restricted shares in 2019 restricted stock incentive plan. See East China Engineering Science And Technology Co.Ltd(002140) Announcement No. 2022-002 and 2022-003 for details.
13. On January 7, 2022, the company held the 16th meeting of the 7th board of directors and the 12th meeting of the 7th board of supervisors, deliberated and approved the proposal on the achievement of lifting the restrictions during the first lifting period of the company’s restricted stock incentive plan in 2019. The independent directors and the board of supervisors of the company have expressed their consent to the above proposal. See East China Engineering Science And Technology Co.Ltd(002140) Announcement No. 2022-004, 2022-005 and 2022-006 for details.
2、 Description of the achievement of the conditions for lifting the restrictions in the first lifting period of the restricted stock incentive plan in 2019
(I) the first period for lifting the restrictions on sales is about to expire
According to the provisions of the company’s restricted stock incentive plan in 2019 (Revised Draft), the release period of restricted shares granted in this incentive plan is 24 months, 36 months, 48 months and 60 months respectively from the date of completion of registration of the granted restricted shares. The first period for lifting the restrictions on the sale of restricted shares is from the first trading day 24 months after the completion of the registration of restricted shares to the last trading day within 36 months after the completion of the equity registration. The proportion of lifting the restrictions on the sale of restricted shares is 25% of the total number of restricted shares granted.
The listing date of restricted shares in the company’s incentive plan is January 22, 2020, and the first release period of restricted shares in the company’s incentive plan has expired on January 21, 2022.
(II) description of the achievement of the conditions for lifting the restrictions in the first lifting period
1. During the period of lifting the restriction, the restricted shares granted to the incentive object can be lifted only when the following conditions are met:
Description of whether the conditions for lifting the sales restriction are met
1. The company is not under any of the following circumstances: (1) the financial and accounting report of the latest fiscal year was issued by a certified public accountant
Audit reports with negative opinions or unable to express opinions; The company does not have the above situation, (2) the internal control of financial report in the latest fiscal year is satisfied by the certified public accountant. Issue audit reports with negative opinions or unable to express opinions; (3) In the last 36 months after listing, the company has failed to comply with laws and regulations
Articles of association and public commitment to profit distribution; (4) Equity incentive is not allowed according to laws and regulations; (5) Other circumstances recognized by the CSRC. 2. The company shall meet the following conditions: (1) the corporate governance structure shall be standardized, the shareholders’ meeting, the board of directors and the management shall be well organized and have clear responsibilities. External directors (including independent directors, the same below) account for more than half of the members of the board of directors; (2) The remuneration and assessment committee is composed of external directors, and the remuneration and assessment
The committee system is sound, the rules of procedure are perfect and the operation is standardized; The company meets the above conditions, and (3) the internal control system and performance appraisal system are sound, and the basic management system is sufficient to lift the sales restriction conditions. Standardized and established labor employment, salary and welfare system and performance appraisal system in line with the requirements of market economy and modern enterprise system; (4) The development strategy is clear, the asset quality and financial status are good, and the business performance is stable; No financial violations and bad records in recent three years; (5) Other conditions stipulated by the securities regulatory authority. 3. The incentive object is not under any of the following circumstances: (1) it has been identified as an inappropriate candidate by the stock exchange in the last 12 months; (2) It has been identified as an inappropriate candidate by the CSRC and its dispatched offices within the last 12 months; (3) Within the last 12 months, the incentive objects who have been encouraged by the CSRC for major violations of laws and regulations have not been subject to the above-mentioned circumstances, and their dispatched offices have not been subject to administrative punishment or taken market entry prohibition measures; Form, meeting the conditions for lifting the restrictions. (4) Those who are not allowed to serve as directors or senior managers of the company as stipulated in the company law; (5) Those who are not allowed to participate in equity incentive of listed companies according to laws and regulations; (6) Other circumstances recognized by the CSRC. 4. Comply with the provisions of Article 35 of the Trial Measures for the implementation of equity incentive by state-controlled listed companies (within China), and the incentive object does not have any of the following circumstances: (1) violate the relevant laws and regulations of the state and the articles of association of listed companies; The incentive object did not have the above circumstances (2) during his tenure, he met the conditions for lifting the sales restriction due to bribery, embezzlement, theft and disclosure of the public form of listing. The company’s business and technical secrets, the implementation of related party transactions, damage to the interests and reputation of the listed company and have a significant negative impact on the image of the listed company, and other illegal and disciplinary acts, resulting in losses to the listed company. 5. Performance assessment requirements at the company level: the company needs to meet the following conditions in the first release period: (1) the return on net assets in 2020 shall not be less than 8%, and shall not be lower than the average performance level of the same industry or the 75th percentile level of benchmarking enterprises; (2) Based on the performance in 2018, the compound growth rate of net profit in 2020 is required to be no less than 10% at the company level, no less than the average performance level of the same industry or the standard of benchmarking enterprises, and meet the 75th percentile level of lifting the sales restriction; Pieces. (see the next section for details) (3) the turnover rate of accounts receivable in 2020 shall not be less than 5 times, and shall not be lower than that of peers
