Securities code: 000534 securities abbreviation: Wedge Industrial Co.Ltd(000534) Announcement No.: 2022-011 Wedge Industrial Co.Ltd(000534)
About the company’s 2021 equity incentive plan
Announcement on the completion of the registration of the grant of restricted shares
The company and all members of the board of directors guarantee that the information disclosed is true, accurate, complete and free from falsehood
Records, misleading statements or material omissions.
Special tips:
Number of restricted shares registered: 4.995 million shares
Number of restricted stock registrants: 151
Listing date of restricted shares: January 27, 2022
Wedge Industrial Co.Ltd(000534) (hereinafter referred to as “the company”, “the company” or ” Wedge Industrial Co.Ltd(000534) “) in accordance with the measures for the administration of equity incentive of listed companies (hereinafter referred to as “the measures”), Shenzhen Stock Exchange and Shenzhen Branch of China Securities Depository and Clearing Co., Ltd, The company has completed the grant registration of restricted shares in the 2021 equity incentive plan (hereinafter referred to as the “incentive plan”), and the relevant matters are hereby announced as follows:
1、 The company’s 2021 equity incentive plan has fulfilled relevant approval procedures
1. On November 22, 2021, the company held the 38th meeting of the 10th board of directors and the 25th meeting of the 10th board of supervisors. The meeting deliberated and adopted the proposal on the company’s 2021 equity incentive plan (Draft) and its summary and other proposals. On the same day, the independent directors of the company issued independent opinions on the Wedge Industrial Co.Ltd(000534) 2021 equity incentive plan (Draft).
2. From November 22, 2021 to December 2, 2021, the company publicizes the names and positions of incentive objects within the company through the company’s website. Within the time limit of publicity, the board of supervisors did not receive any objection or adverse reaction from any organization or individual, and there was no feedback record. On December 4, 2021, the company disclosed the review opinions and publicity statement of the Wedge Industrial Co.Ltd(000534) board of supervisors on the list of incentive objects of the company’s 2021 equity incentive plan (Announcement No.: 2021-069).
3. On November 29, 2021, the company held the 39th meeting of the 10th board of directors, which agreed to cancel the proposal on the company’s 2021 equity incentive plan (Draft) and its summary and the proposal on the measures for the implementation and assessment of the company’s 2021 equity incentive plan, which were proposed to be submitted to the fourth extraordinary general meeting of shareholders in 2021, The proposal on the company’s 2021 equity incentive plan (Draft) (Revised Version) and its summary (hereinafter referred to as the “incentive plan”) and the proposal on the management measures for the implementation and assessment of the company’s 2021 equity incentive plan (Revised Version) were reviewed and adopted. On the same day, the independent directors of the company expressed independent opinions on the incentive plan of the company.
On the same day, Wanze Group Co., Ltd., the controlling shareholder of the company holding more than 3% of the company’s shares, submitted the letter on proposing to add the interim proposal of ” Wedge Industrial Co.Ltd(000534) the fourth extraordinary general meeting of shareholders in 2021″ to the board of directors of the company, Put forward the proposal to the fourth extraordinary general meeting of the company in 2021 to add the “2021 equity incentive plan (Draft) (Revised)” and its summary “and the” management measures for the implementation and assessment of the company’s 2021 equity incentive plan (Revised) “.
4. On November 29, 2021, the company held the 26th meeting of the 10th board of supervisors, which deliberated and approved the proposal on the company’s 2021 equity incentive plan (Draft) (Revised) and its summary and the proposal on the measures for the implementation and assessment of the company’s 2021 equity incentive plan (Revised).
5. On December 9, 2021, The fourth extraordinary general meeting of the company in 2021 deliberated and approved the proposal on the company’s 2021 equity incentive plan (Draft) (Revised) and its summary, the proposal on the measures for the implementation and assessment of the company’s 2021 equity incentive plan (Revised), and the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive.
6. On December 10, 2021, the company disclosed the Wedge Industrial Co.Ltd(000534) self inspection report on the trading of shares of the company by insiders of the company’s 2021 equity incentive plan and incentive objects (Announcement No.: 2021-073).
7. On January 5, 2022, the 41st meeting of the 10th board of directors and the 27th meeting of the 10th board of supervisors deliberated and adopted the proposal on granting restricted shares to the incentive objects of the company’s 2021 equity incentive plan. The independent directors of the company expressed their independent opinions on this and believed that the grant conditions specified in the incentive plan have been met, the subject qualification of the incentive object is legal and effective, and the determined grant date meets the relevant provisions.
2、 The granting of restricted shares in this incentive plan
1. Restricted stock grant date: January 5, 2022.
2. The stock source of this incentive plan: the company issues A-share common shares to the incentive object. 3. Number of restricted shares: 155 incentive objects are planned to be granted 5 million restricted shares in this incentive plan. Because the board of directors of the company voluntarily gave up the subscription of 5000 restricted shares for personal reasons, a total of 151 incentive objects are actually granted this time, The number of restricted shares actually granted totaled 4.995 million shares.
The distribution of restricted shares actually granted in this incentive plan among incentive objects is shown in the table below:
Name and position proportion of the number of restricted shares granted to the total number of restricted shares granted to the total number of days (10000 shares) of the announcement of the incentive plan proportion of the total share capital of the company
Bi Tianxiao, director and general manager 12.00 2.40% 0.024%
Chen Lan, director and deputy general manager 20.00 4.00% 0.040%
Cai Yongfeng, deputy general manager and Secretary of the board of directors 12.00 2.40% 0.024%
Lin Liyun, CFO 12.00 2.40% 0.024%
Core technology (business) backbone staff (147 persons) 443.50 88.79% 0.895%
Total 499.50 100% 1.008%
Note: the difference in mantissa between the sum of the total of the above parts and each detailed number is caused by rounding.
4. The grant price of restricted shares: 7.70 yuan / share.
5. Restriction period and lifting arrangement of restricted shares
The restricted shares granted by this incentive plan are restricted for 15 months and 27 months from the date of completion of the registration of the grant of restricted shares. The restricted shares granted to the incentive object under this incentive plan shall not be transferred, used for guarantee or debt repayment before the restriction is lifted. The restricted shares granted to the incentive object, the shares obtained due to the conversion of capital reserve into share capital, stock dividend and stock subdivision, shall be restricted at the same time, and shall not be sold in the secondary market or transferred in other ways. The release period of such shares is the same as that of restricted shares.
After the expiration of the restriction, the company will handle the lifting of the restriction for the incentive objects who meet the conditions for lifting the restriction. The restricted shares held by the incentive objects who do not meet the conditions for lifting the restriction will be repurchased and cancelled by the company according to the principles specified in this incentive plan.
The release period of restricted shares and the release schedule of each period are shown in the table below:
Release period release time release proportion
The first release period is from the first trading day 15 months after the completion of the grant registration to 50% of the grant
The last trading day within 27 months from the date of completion of registration
The second release period is from the first trading day 27 months after the completion of the grant registration to 50% of the grant
The last trading day within 48 months from the date of completion of registration
The restricted shares that have not applied for the lifting of the restriction within the above agreed period or the restricted shares of this period that cannot apply for the lifting of the restriction due to the failure to meet the conditions for the lifting of the restriction shall not be lifted or deferred to the lifting of the restriction in the next period. The company will repurchase and note the corresponding restricted shares of the incentive object that have not been lifted according to the principles specified in this incentive plan.
6. Conditions for lifting the restrictions on the sale of restricted shares
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:
(1) The company is not under any of the following circumstances:
① The financial and accounting report of the most recent fiscal year is an audit report with a negative opinion or unable to express an opinion issued by a certified public accountant;
② The internal control of the financial report of the latest fiscal year is an audit report with a negative opinion or unable to express an opinion issued by a certified public accountant;
③ Within the last 36 months after listing, there have been cases of failure to make profit distribution in accordance with laws and regulations and the company’s articles of Association;
④ Equity incentive is not allowed according to laws and regulations;
⑤ Other circumstances recognized by the CSRC.
In case of any of the circumstances specified in article (1) above, all restricted shares granted to incentive objects under this incentive plan but not yet lifted shall be repurchased and cancelled by the company at the grant price.
(2) The incentive object does not have any of the following situations:
① Being identified as an inappropriate candidate by the stock exchange within 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 Being administratively punished by the CSRC and its dispatched offices or taking market entry prohibition measures for major violations of laws and regulations in the last 12 months;
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 the equity incentive of listed companies according to laws and regulations;
⑥ Other circumstances recognized by the CSRC.
If any of the circumstances specified in article (2) above occurs to the incentive object, the restricted shares granted to the incentive object under the incentive plan but not lifted shall be repurchased and cancelled by the company at the grant price. (3) Company level performance assessment requirements
The evaluation period of the incentive plan is from 2022 to 2023, and the time span is two accounting years. The evaluation is conducted once in each accounting year. The first evaluation period is 2022 and the second evaluation period is 2023. Meeting the performance evaluation goal is the condition for lifting the restriction on the sale of restricted stocks.
The performance assessment objectives of restricted stocks in each assessment period are shown in the table below:
Performance assessment objectives during the lifting of sales restrictions
The company shall meet one of the following two conditions:
The first sales restriction lifting period (1) takes the operating income in 2020 as the base, and the growth rate of operating income in 2022 shall not be less than 25.44%;
(2) Based on the deduction of non net profit in 2020, the growth rate of deduction of non net profit in 2022 shall not be less than 25.44%.
In the second lifting period, the company shall meet one of the following two conditions:
(1) Based on the operating income in 2020, the growth rate of operating income in 2023 shall not be less than 40.49%;
(2) Based on the deduction of non net profit in 2020, the growth rate of deduction of non net profit in 2023 shall not be less than 40.49%.
The above deducted non net profit refers to the deducted non net profit attributable to the shareholders of the listed company before deducting the incentive cost. The incentive cost generated by this equity incentive plan will be disbursed in the management expenses.
If the conditions for lifting the restrictions on the sale of restricted shares are met, the restricted shares held by the incentive object shall apply for lifting the restrictions according to the proportion specified in the plan; On the contrary, if the conditions for lifting the restrictions on sale are not met, the restricted shares that can be lifted in the corresponding assessment year of all incentive objects shall not be lifted, and the restricted shares shall be repurchased and cancelled by the company according to the relevant provisions of the plan.
(4) Performance appraisal requirements at individual level
The individual assessment of incentive objects is carried out annually, and the assessment results are determined according to the individual performance assessment indicators. In principle, the performance assessment results are divided into two grades: up to standard and not up to standard. The assessment and evaluation form is applicable to the assessment of all incentive objects involved in this incentive plan.
Whether the assessment grade meets the standard or not
Personal standard coefficient 1 0
The incentive object can only meet the restriction after reaching the standard in the assessment of the previous year
