Securities code: 000589 securities abbreviation: Gui Zhou Tyre Co.Ltd(000589) Announcement No.: 2022-006 Gui Zhou Tyre Co.Ltd(000589)
About 2019 restricted stock incentive plan
Announcement on the achievement of the conditions for lifting the restrictions in the first lifting period
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. The company's restricted stock incentive plan in 2019 has achieved the conditions for lifting the restrictions in the first lifting period. There are 444 incentive objects of the company, a total of 443 people meet the conditions for lifting the restrictions this time, and the number of restricted shares that can be lifted is 7.352 million shares, accounting for 0.77% of the current total share capital of the company;
2. The lifting of the restrictions on the sale of restricted shares still needs to go through the procedures for lifting the restrictions in relevant departments. After the procedures are completed and before listing and circulation, the company will issue relevant prompt announcements. Please pay attention to them.
Gui Zhou Tyre Co.Ltd(000589) (hereinafter referred to as "the company" or " Gui Zhou Tyre Co.Ltd(000589) ") held the 30th meeting of the 7th board of directors and the 23rd Meeting of the 7th board of supervisors on January 24, 2022, The proposal on the achievement of lifting the restrictions during the first lifting period of the restricted stock incentive plan in 2019 (this proposal has been authorized by the fourth extraordinary general meeting of shareholders in 2019 and does not need to be submitted to the general meeting of shareholders of the company for deliberation). The relevant information is hereby announced as follows:
1、 Brief introduction to the implementation of restricted stock incentive plan in 2019
1. On December 9, 2019, the company held the 9th meeting of the 7th board of directors and the 6th meeting of the 7th 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 company's assessment and management measures for the implementation of 2019 restricted stock incentive plan Proposal on requesting the general meeting of shareholders of the company to authorize the board of directors to handle matters related to the company's 2019 restricted stock incentive plan, proposal on verifying the list of incentive objects of the company's 2019 restricted stock incentive plan, etc. The independent directors of the company gave their independent opinions, and the lawyers hired by the company issued relevant legal opinions. For details, see the relevant announcement issued by the company on cninfo.com on December 10, 2019.
2. On December 11, 2019, the independent financial consultant hired by the company issued the independent financial consultant report. 3. On December 13, 2019, the state owned assets supervision and Administration Commission of Guiyang issued the reply on the request for instructions of Guiyang industrial and Commercial Investment Group Co., Ltd. on Gui Zhou Tyre Co.Ltd(000589) implementing the restricted stock incentive plan, which agreed in principle to the company's implementation of the restricted stock incentive plan in 2019.
4. From December 10, 2019 to December 20, 2019, the company publicized the names and positions of the list of incentive objects within the company. During the publicity period, the board of supervisors of the company did not receive any objection related to the incentive objects. On December 24, 2019, the board of supervisors of the company disclosed the review opinions and publicity statement of the board of supervisors on the list of incentive objects of the company's 2019 restricted stock incentive plan.
5. On December 30, 2019, the company held the fourth extraordinary general meeting of shareholders in 2019, deliberated and adopted the proposal on the company's 2019 restricted stock incentive plan (Draft) and its summary Proposal on the management measures for the implementation and assessment of the company's restricted stock incentive plan in 2019 and proposal on submitting the general meeting of shareholders of the company to authorize the board of directors to handle matters related to the company's restricted stock incentive plan in 2019.
6. On December 31, 2019, the company disclosed the Gui Zhou Tyre Co.Ltd(000589) self inspection report on the trading of the company's shares by insiders of the company's restricted stock incentive plan in 2019.
7. On January 16, 2020, the company held the 10th meeting of the 7th board of directors and the 7th Meeting of the 7th board of supervisors, deliberated and adopted the proposal on adjusting the list and number of incentive objects of the company's 2019 restricted stock incentive plan and the proposal on granting restricted shares to incentive objects, The board of supervisors verified the list of incentive objects granted restricted shares this time, and the independent directors of the company expressed independent opinions on relevant matters. The lawyer hired by the company has issued relevant legal opinions, and the independent financial consultant hired by the company has issued an independent financial consultant report.
8. On February 10, 2020, the company issued the announcement on the completion of the grant registration of the restricted stock incentive plan in 2019. After examination and confirmation by Shenzhen Stock Exchange and Shenzhen Branch of China Securities Depository and Clearing Co., Ltd., the company has completed the grant registration procedures of the restricted stock incentive plan in 2019. The company granted 22125000 restricted shares to 444 incentive objects. The grant date of this incentive plan is January 16, 2020, and the listing date of the restricted shares granted this time is February 11, 2020.
9. On January 24, 2022, the company held the 30th meeting of the 7th board of directors and the 23rd Meeting of the 7th board of supervisors, deliberated and adopted the proposal on the achievement of lifting the restrictions during the first lifting period of the restricted stock incentive plan in 2019 The independent directors of the company issued clear independent opinions on the proposal on repurchase and cancellation of some restricted shares in the 2019 restricted stock incentive plan and adjustment of repurchase price. The lawyer hired by the company issued a legal opinion, and the independent financial consultant hired by the company issued an independent financial consultant report.
2、 Description of the achievement of the conditions for lifting the restrictions in the first lifting period of the company's restricted stock incentive plan in 2019
According to the provisions of the company's restricted stock incentive plan in 2019, the board of directors of the company reviewed the conditions specified in the first lifting period of the restricted stock incentive plan in 2019. The conditions for lifting the restrictions in the first lifting period of the company's restricted stock incentive plan in 2019 have been met, and a total of 443 incentive objects meet the conditions for lifting the restrictions this time, The number of restricted shares that can be lifted is 7.352 million, accounting for 0.77% of the current total share capital of the company. The details are as follows:
(I) description of the expiration of the first period for lifting the restrictions on sales
The restricted shares granted by the company's restricted stock incentive plan in 2019 are restricted for 24 months, 36 months and 48 months from the date of completion of grant registration, as follows:
Lifting of restrictions on sales arrangement lifting of restrictions on sales time lifting of restrictions on sales proportion
24 months from the date of completion of registration of the grant of restricted shares granted
From the first trading day of the first lifting of the restriction period to 1 / 3 of the date when the registration of the grant of restricted shares is completed
Ending on the last trading day within 36 months
36 months from the date of completion of registration of the grant of restricted shares granted
From the first trading day of the second release period to 1 / 3 of the date when the registration of the grant of restricted shares is completed
Ending on the last trading day within 48 months
48 months from the date of completion of registration of the grant of restricted shares granted
From the first trading day of the third release period to 1 / 3 of the date of completion of the registration of the grant of restricted shares
Ending on the last trading day within 60 months
The listing date of restricted shares granted by the company is February 11, 2020. The first restricted sale period of restricted shares granted by this incentive plan will expire on February 10, 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 arrangement are met
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 over the financial report of the most recent fiscal year was removed from the company by a certified public accountant, and the above-mentioned circumstances did not occur, which satisfied the cancellation of the audit report with negative opinions or unable to express opinions; Restricted conditions.
(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.
Description of whether the conditions for lifting the restriction arrangement are met
2. No incentive object has any of the following circumstances: (1) it has been identified as an inappropriate candidate by the stock exchange in the last 12 months; (2) In the last 12 months, it has been identified as an inappropriate candidate by the CSRC and its dispatched offices; (3) Within the last 12 months, the CSRC and its incentive objects have not met the above-mentioned circumstances due to major violations of laws and regulations, and the local offices have met the administrative punishment or taken market entry prohibition measures; Lift the restrictions on sales.
(4) Having the circumstances stipulated in the company law that they are not allowed to serve as directors and senior managers of the company; (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.
According to the audited 2020 financial report of the company:
(1) After deducting the compensation for house expropriation and the share expenses generated by the company's equity incentive plan. 3. The impact of the fees required for the company's performance evaluation, the company's net profit is the first release period of the restricted shares granted, and the company's performance needs to meet the following 569.4071 million yuan, Compared with 2018, the following indicators: an increase of 545.78%. Net profit growth rate (1) based on the net profit in 2018, the net profit growth rate of the company in 2020 is higher than 50%, reaching the 75th percentile of the benchmarking enterprise not lower than 50%, and not lower than the 75th percentile of the benchmarking enterprise in 2020 or the same value and ranking second, and exceeding the average level of the same industry; Average level (175.91%), in line with this item (2) taking the return on net assets in 2018 as the base, the company's net asset performance assessment index in 2020. The growth rate of property yield shall not be less than 38%, and shall not be less than 75 (2) of the benchmarking enterprise in 2020 after deducting the housing levy compensation and the centimeter value or the average level of the same industry; (3) after the proportion of the company's main business income in the operating income in 2020 is not less than the impact of paying expenses, the company's net assets will receive 85%. The profit rate was 13.27%, compared with 2018. Note: "same industry" refers to rubber and plastic products in the industry classification of the CSRC, an increase of 406.50%. Return on net assets. If the growth rate of the company's public offering or non-public offering and house expropriation compensation in the current year is higher than 38%, reaching the behavior that affects the net assets and net profits, such as the events of the target enterprise, the company will rank second according to the newly increased net assets and 75th percentile value, and exceed the industry average level (7.89%) that the same net profit will not be included in the increase of net assets and net profits in the current year and future years, In line with the calculation, the above calculation of net profit and return on net assets shall deduct the performance evaluation index of the company's equity incentive.
The impact of share based payment fees arising from the incentive plan. (3) The proportion of the company's main business income in the operating income is 99.33%, no less than 85%, which meets the performance evaluation index. In conclusion, the company's performance meets the above indicators and meets the conditions for lifting the sales restriction.
4. The individual performance assessment is required to be carried out in accordance with the measures for the administration of the implementation of the company's 2019 restricted stock incentive plan. The incentive objects whose individual assessment grades are excellent, good and qualified can be assessed. According to the company's 2019 restricted stock image, the assessment management measures for the plan and incentive plan in the unlocking period can be implemented according to the corresponding proportion of the release of restrictions of each grade, All or part of the restricted shares except the restricted shares shall be lifted. The specific appraisal company's incentive plan for this restricted stock
