Securities code: 300466 securities abbreviation: Saimo Technology Co.Ltd(300466) Announcement No.: 2022-002 Saimo Technology Co.Ltd(300466)
The company and all members of the board of directors guarantee that the content of information disclosure is true, accurate and complete
False records, misleading statements or material omissions.
Saimo Technology Co.Ltd(300466) (formerly known as "Seymour Electric Co., Ltd.; hereinafter referred to as" the company ") held the ninth meeting of the second board of directors and the third extraordinary general meeting of shareholders in 2015 on November 18, 2015 and December 16, 2015, The proposal on the 2015 first phase employee stock ownership plan of Seymour Electric Co., Ltd. (Draft) (way of subscribing non-public shares) and its summary were reviewed and passed, and it was agreed that the company would implement the first phase employee stock ownership plan and be managed by the company itself. The Management Committee of the first phase of the company's employee stock ownership plan held meetings on January 22, 2020 and January 25, 2021 respectively to consider and approve the extension of the duration of the first phase of the employee stock ownership plan. The first phase of the employee stock ownership plan is currently extended to July 26, 2022. For details, see the relevant announcements issued by the company on the information disclosure media designated by the CSRC on November 19, 2015, December 17, 2015, January 24, 2020 and January 26, 2021.
According to the guidance on the pilot implementation of ESOP by listed companies and other relevant laws and rules of the CSRC, in view of the fact that the duration of the first phase of the company's ESOP will expire on July 26, 2022, the relevant information before the expiration of the duration of the first phase of the ESOP is hereby explained and decided by the Management Committee of the first phase of the ESOP, It is proposed to extend the duration of phase I ESOP to
July 26, 2024. The relevant information is hereby announced as follows:
1、 Basic information of the company's phase I employee stock ownership plan
On April 27, 2016, the company received the reply on approving Saimo Electric Co., Ltd. to issue shares to Lu Yongjun and others to purchase assets and raise supporting funds (zjxk [2016] No. 922) issued by the China Securities Regulatory Commission. The company issued 5476451 new shares of common shares in RMB to the first phase of the employee stock ownership plan, with an issue price of 9.13 yuan / share, The shares were issued and listed on July 28, 2016. From that date, the lock-in period of the first phase of the employee stock ownership plan is 36 months and the duration is 48 months.
On July 12, 2017, the implementation of the company's 2016 equity distribution plan was completed: Based on the total share capital of the company at that time 296855618 shares, 0.3 yuan in cash was distributed to all shareholders for every 10 shares, and 8 shares were added to all shareholders for every 10 shares with the capital reserve. After the implementation of this equity distribution, the first phase of the employee stock ownership plan received a cash dividend of RMB 164293.53, and the number of shares held by the company increased to 9857612 shares.
On June 19, 2018, the company's 2017 equity distribution plan was implemented: Based on the total share capital of 552749359 shares at that time, the company distributed 0.1 yuan in cash to all shareholders for every 10 shares. After the implementation of this equity distribution, the first phase of the employee stock ownership plan received a cash dividend of 98576.12 yuan, and the number of shares held by the company remained unchanged.
On August 30, 2019, the company released the suggestive announcement on the listing and circulation of some non-public development banks' restricted shares on the information disclosure media designated by the CSRC. The shares held in the first phase of the employee stock ownership plan were lifted on September 4, 2019, and the number of circulating shares was 9857612.
As of the date of this announcement, 7537906 shares have been sold in the first phase of the employee stock ownership plan, with 2319706 remaining shares, accounting for 0.43% of the current total share capital of the company. There is no case that the cumulative number of company shares held by the employee stock ownership plan exceeds 10% of the total share capital of the company and the number of company shares corresponding to the share of the employee stock ownership plan held by any holder exceeds 1% of the total share capital of the company. The company's shares purchased by the company's employee stock ownership plan have not been mortgaged, pledged, guaranteed or used to repay debts; No third party other than the company's employee stock ownership plan has made any claim on the shares and funds of the employee stock ownership plan.
2、 Relevant arrangements before the expiration of the duration of phase I employee stock ownership plan
Before the expiration of the first phase of the company's employee stock ownership plan, the stock ownership plan management committee will decide whether to sell shares according to the arrangement of the employee stock ownership plan and market conditions. Unless otherwise stipulated by the CSRC, Shenzhen Stock Exchange and other regulatory authorities, the company's shares shall not be sold during the following periods: (1) if the announcement date is delayed due to special reasons within 30 days before the announcement of the company's periodic report, it shall be from 30 days before the original announcement date to the final announcement date; (2) Within 10 days before the announcement of the company's performance forecast and performance express; (3) From the date of major events that may have a significant impact on the company's stock trading price or in the decision-making process to 2 trading days after disclosure according to law. (4) Other circumstances under which the company's shares may not be traded as stipulated by relevant laws and regulations, the CSRC and the Shenzhen Stock Exchange.
If relevant laws, regulations and normative documents make restrictive provisions on the transfer of the underlying shares, resulting in that the underlying shares cannot be fully realized before the expiration of the duration of the employee stock ownership plan, or the underlying shares cannot be fully realized before the expiration of the duration due to market reasons such as insufficient stock liquidity, the duration of the employee stock ownership plan will be extended accordingly, The specific extension period shall be determined by the ESOP Management Committee.
3、 Extension and deliberation of phase I ESOP
According to the provisions of the 2015 first phase employee stock ownership plan (Draft) of Seymour Electric Co., Ltd. and other relevant documents, the duration of the stock ownership plan can be extended after the decision of the Employee Stock Ownership Plan Management Committee. Considering the current situation of the securities market, several provisions on the reduction of shares held by shareholders, directors, supervisors and senior managers of listed companies and the detailed rules for the implementation of the reduction of shares held by shareholders, directors, supervisors and senior managers of listed companies of Shenzhen Stock Exchange, based on the confidence in the future development of the company and to protect the interests of all holders to the greatest extent, Give full play to the purpose and incentive role of the implementation of the employee stock ownership plan. The Management Committee of the first phase of the employee stock ownership plan held a meeting on January 26, 2022 and decided to extend the duration of the first phase of the employee stock ownership plan to July 26, 2024. In the new duration, if all the company's shares held by the employee stock ownership plan are sold, the employee stock ownership plan can be terminated in advance. If the shares are not fully sold before the expiration of the two-year extension, the Management Committee of the first phase of the employee stock ownership plan will hold a meeting to consider subsequent relevant matters.
4、 Other relevant instructions
The company will strictly abide by the market trading rules, continuously pay attention to the implementation progress of the company's employee stock ownership plan, and timely fulfill the obligation of information disclosure in accordance with the provisions of relevant laws and regulations.
It is hereby announced.
Saimo Technology Co.Ltd(300466) board of directors
January 27, 2022
