002115 Sunwave Communications Co.Ltd(002115)
Securities code: 002115 securities abbreviation: Sunwave Communications Co.Ltd(002115) Announcement No.: 2022-018 Sunwave Communications Co.Ltd(002115)
Announcement on completing the repurchase and cancellation of performance commitment compensation shares
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. According to the performance of Jiangxi Juwang Technology Co., Ltd. (hereinafter referred to as "Juwang technology") in 2020, 1307310 compensated shares of Zheng Jianbo were repurchased and cancelled, accounting for 0.1597% of the total share capital of the company before cancellation. After the completion of repurchase and cancellation, the total share capital of the company was reduced from 818658565 shares to 817351255 shares. 2. 1307310 shares compensated this time shall be repurchased by the company at a total price of 1 yuan.
3. The company has completed the repurchase cancellation procedures at Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. on the date of this announcement.
Sunwave Communications Co.Ltd(002115) (hereinafter referred to as " Sunwave Communications Co.Ltd(002115) " or "the company") held the 19th meeting of the sixth board of directors on January 4, 2022. The meeting deliberated and adopted the proposal on adjusting the performance compensation amount of Jiangxi Juwang Technology Co., Ltd. in 2020. For details, see the announcement on cninfo.com on January 5, 2022, The above proposal has been deliberated and approved by the company's first extraordinary general meeting in 2022. At present, the company has completed the repurchase and cancellation of the above performance commitment compensation shares, and the relevant matters are announced as follows: I. brief description of the repurchase and cancellation of performance commitment compensation shares
1. On January 23, 2020, the third meeting of the sixth board of directors of the company deliberated and approved the proposal on the signing of performance award and compensation agreement and related party transactions between the company and the counterparty of major asset restructuring in 2017. The independent directors of the company issued a prior approval opinion on the matter and agreed to the related party transaction.
2. On January 23, 2020, the third meeting of the sixth board of supervisors of the company deliberated and approved the proposal on the signing of performance award and compensation agreement and related party transactions between the company and the counterparty of major asset restructuring in 2017.
3. On February 19, 2020, the second extraordinary general meeting of the company in 2020 deliberated and approved the proposal on the signing of performance award and compensation agreement and related party transactions between the company and the counterparty of major asset restructuring in 2017.
002115 Sunwave Communications Co.Ltd(002115)
4. According to the verification report on Performance Award and compensation of Jiangxi Juwang Technology Co., Ltd. (TJs [2021] No. 5071) issued by Tianjian Certified Public Accountants (special general partnership), the net profit attributable to the owner of the parent company after deducting non recurring profits and losses in 2020 was 83995672.69 yuan, which was lower than the trigger performance compensation of 130000000 yuan, If the performance commitment for 2020 is not fulfilled, the amount to be compensated is 46004327.31 yuan, and the number of shares to be compensated is 5227764.
5. On May 13, 2021, the 13th meeting of the sixth board of directors of the company deliberated and approved the proposal on the description of performance award and compensation of Jiangxi Juwang Technology Co., Ltd. in 2020.
6. On May 31, 2021, the second extraordinary general meeting of the company in 2021 deliberated and approved the proposal on the explanation of performance award and compensation of Jiangxi Juwang Technology Co., Ltd. in 2020.
7. On December 27th, 2021, the proposal on performance compensation of the company and the supplementary agreement on performance compensation of the company were reviewed and approved at the 6th meeting of the 18th board of directors. The independent directors of the company issued a prior approval opinion on the matter and agreed to the related party transaction.
8. On December 27, 2021, the 15th meeting of the sixth board of supervisors of the company deliberated and adopted the proposal on signing the supplementary agreement to the performance award and compensation agreement and related party transactions.
9. On January 4, 2022, the 19th meeting of the sixth board of directors of the company deliberated and approved the proposal on adjusting the performance compensation amount of Jiangxi Juwang Technology Co., Ltd. in 2020 and the proposal on changing the registered capital of the company and amending the articles of association.
10. On January 4, 2022, the 16th meeting of the sixth board of supervisors of the company deliberated and adopted the proposal on adjusting the performance compensation amount of Jiangxi Juwang Technology Co., Ltd. in 2020.
11. On January 20, 2022, the first extraordinary general meeting of the company in 2022 deliberated and approved the proposal on signing the supplementary agreement of performance award and compensation agreement and related party transactions, the proposal on adjusting the performance compensation amount of Jiangxi Juwang Technology Co., Ltd. in 2020, and the proposal on changing the registered capital of the company and amending the articles of association, The lawyer issued the corresponding legal opinion.
2、 Basic contents of supplementary agreement to performance award and compensation agreement
(I) adjust the compensation amount in 2020 and 2021
Sunwave Communications Co.Ltd(002115) (Party A) and Zheng Jianbo (Party B) agree that after the effectiveness of this supplementary agreement, the total amount of promised net profit triggering performance compensation for Zheng Jianbo in 2020 and 2021 will be adjusted from 260 million yuan to 215.5 million yuan, and the reduced amount will be 44.5 million yuan, accounting for 17.12% of the total amount of promised net profit triggering performance compensation in 2020 and 2021. Commitment to trigger performance compensation by year in 2020 and 2021
002115 Sunwave Communications Co.Ltd(002115)
The adjustment of net profit is as follows:
1. In 2020, the promised net profit amount of Zheng Jianbo triggering performance compensation was adjusted from 130 million yuan to 95.5 million yuan, the amount to be compensated in 2020 = 95.5 million yuan - the actual net profit of Juwang technology at the end of the current period (the actual net profit in 2020 was 83995672.69 yuan), and the amount to be compensated in 2020 was adjusted to 11504327.31 yuan, The number of shares to be compensated is adjusted to 1307310 shares.
2. In 2021, the promised net profit amount triggered by Zheng Jianbo's performance compensation was adjusted from 130 million yuan to 120 million yuan. The amount to be compensated in 2021 = 215.5 million yuan - the accumulated actual net profit of Juwang technology as of the end of the current period - the compensated amount.
(II) other agreements
1. Party B voluntarily waives the unpaid part of the annual salary of 1 million yuan in 2020 and 2021 under article 2.2 of the performance reward and compensation agreement.
2. This supplementary agreement is an integral part of the performance award and compensation agreement. In case of any inconsistency between this supplementary agreement and the performance award and compensation agreement, this supplementary agreement shall prevail; If there is no agreement in this supplementary agreement, it shall still be implemented in accordance with the performance award and compensation agreement. This supplementary agreement has fully considered the impact of epidemic situation on Juwang technology in 2020 and 2021. Therefore, after this supplementary agreement takes effect, Party B shall perform in strict accordance with the performance reward and compensation agreement and this supplementary agreement, and shall not require Party A to reduce the performance compensation amount in 2020 and 2021 for any reason The supplementary amount of accounts receivable under Article 4.1 of the performance award and compensation agreement.
3. Unless otherwise agreed in this supplementary agreement or in accordance with the provisions of relevant laws and regulations or the requirements of government regulatory authorities, the change or termination of this supplementary agreement shall be subject to the written change or termination agreement signed by both parties to this agreement. 4. The conclusion and performance of this supplementary agreement shall be governed by and interpreted in accordance with Chinese law. Any dispute arising from or in connection with this supplementary agreement shall first be settled through friendly negotiation. If it cannot be settled through negotiation, either party may bring a lawsuit to the people's court with jurisdiction in the place of Sunwave Communications Co.Ltd(002115) . Except for the clauses related to disputes, the validity of other clauses of this supplementary agreement shall not be affected during the settlement of disputes.
5. This supplementary agreement shall be established from the date of signing by Party A and Party B. this supplementary agreement shall come into force after being deliberated and approved by the general meeting of shareholders of the listed company.
3、 Adjusted performance compensation scheme of Juwang technology in 2020
Amount to be compensated in 2020 = 95.5 million yuan - attributable to Juwang technology after deducting non recurring profits and losses through audit
002115 Sunwave Communications Co.Ltd(002115)
Net profit after tax of the parent company
The number of shares to be compensated is the compensation amount ÷ stock price (8.80 yuan), and the stock price is 2019
The annual average stock price was 8.80 yuan.
According to the report on Jiangxi Juwang Technology Co., Ltd. issued by Tianjian Certified Public Accountants (special general partnership)
Assurance report on Performance Award and compensation of the company (TJs [2021] No. 5071), Juwang technology 2020
The accumulated net profit attributable to the owner of the parent company after deducting non recurring profits and losses in the year is 83995672.69
Yuan, compared with the accumulated committed net profit of 95500000.00 yuan, the difference is 11504327.31 yuan.
According to the above formula, the number of shares to be compensated in the current period = 11504327.31 ÷ 8.80 ≈ 1307310
Shares. The part of the stock insufficient for compensation shall be made up in cash to the bank account designated by the company. The company will pay 1% of the total price
The price of yuan to receive the above compensation shares of Mr. Zheng Jianbo.
As of the date of this announcement, the company has paid Zheng Jianbo the compensation share price of RMB 1.
4、 Changes in the company's share capital structure after repurchase and cancellation
Before this change, this repurchase note after this change
Nature of shares number of shares (shares) proportion% number of shares sold (shares) proportion%
Tradable shares / non tradable shares 225276991 27.52 - 1307310 223969681 27.40
Including: executive locking shares 123581345 15.10 - 1307310 122274035 14.96
Restricted shares after IPO 101695646 12.42 0 101695646 12.44
Non tradable shares 593381574 72.48 0 593381574 72.60
Total share capital 818658565 100.00 - 1307310 817351255 100.00
5、 Impact of this repurchase cancellation on the company
The cancellation of this repurchase will not have a significant impact on the company's operating performance and financial status. Company management
The management team will continue to earnestly perform their duties and make every effort to create value for shareholders.
6、 Opinions of lawyers on the cancellation of this repurchase
Sunwave Communications Co.Ltd(002115) on signing the supplementary agreement to the performance award and compensation agreement and adjusting the amount of performance compensation
And the internal approval procedures for this repurchase cancellation are legal and effective, and the company has fulfilled the requirements for this repurchase cancellation at this stage
When the procedures are fulfilled, the number of shares cancelled in this repurchase complies with the relevant agreements signed between Sunwave Communications Co.Ltd(002115) and Zheng Jianbo
Our agreement.
It is hereby announced.
Sunwave Communications Co.Ltd(002115) board of directors
February 15, 2022
