Securities code: 002605 securities abbreviation: Shanghai Yaoji Technology Co.Ltd(002605) Announcement No.: 2022-006 Shanghai Yaoji Technology Co.Ltd(002605)
About some restricted stocks in the second phase of 2020 equity incentive plan
Announcement on completion of repurchase cancellation
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. Shanghai Yaoji Technology Co.Ltd(002605) (hereinafter referred to as “the company” and “the company”) this repurchase and cancellation of 50000 restricted shares that have been granted but have not been lifted due to resignation of the incentive object who does not have the incentive qualification in the phase II equity incentive plan in 2020, accounting for 0.012% of the total share capital of the company before repurchase and cancellation. The total repurchase and cancellation amount of restricted shares this time is 845000 yuan.
2. As of the disclosure date of this announcement, the company has completed the repurchase and cancellation procedures of 50000 restricted shares in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd.
3. After the cancellation of this repurchase, the total share capital of the company was adjusted from 404899587 shares to 404849587 shares.
On August 26, 2021, the company held the 25th meeting of the 5th board of directors, deliberated and approved the proposal on repurchase and cancellation of some restricted shares and the proposal on adjusting the repurchase price of restricted shares in the second phase of 2020 equity incentive plan, Since one incentive object in the restricted stock grant object of the company’s phase II equity incentive plan in 2020 resigned for personal reasons, the company agreed to repurchase and write off a total of 50000 restricted shares granted but not lifted at the adjusted repurchase price of 16.90 yuan / share. The company plans to use its own funds to pay for the repurchase of restricted shares this time, The total repurchase price is 845000 yuan. On September 15, 2021, the company held the second extraordinary general meeting of shareholders in 2021 to consider and approve the matter. For details, see the announcement on adjusting the repurchase price of restricted shares and repurchasing and canceling some restricted shares disclosed by the company on August 30, 2021 and the announcement on repurchasing and canceling some restricted shares, reducing registered capital and notifying creditors disclosed on September 16, 2021.
As of the disclosure date of this announcement, the company has completed the repurchase and cancellation procedures of the above restricted shares in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd., and the specific conditions are hereby announced as follows:
1、 Approval procedures for the second phase of 2020 equity incentive plan
1. On July 27, 2020, the company held the fifth meeting of the Fifth Board of directors, which deliberated and adopted the proposal on the second phase of 2020 equity incentive plan (Draft) and its summary, the proposal on the measures for the implementation and assessment of the second phase of 2020 equity incentive plan, and the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive. On the same day, the independent directors of the company issued independent opinions on the second phase of 2020 equity incentive plan (Draft).
2. On July 27, 2020, the company held the fifth meeting of the Fifth Board of supervisors, deliberated and approved the proposal on the second phase of 2020 equity incentive plan (Draft) and its summary, the proposal on the implementation and assessment management measures of the second phase of 2020 equity incentive plan, and the proposal on verifying the list of incentive objects granted by the second phase of 2020 equity incentive plan.
3. From July 27, 2020 to August 7, 2020, the company publicized the names and positions of the incentive objects on the company’s website. During the publicity period, the board of supervisors of the company did not receive any objection related to the incentive objects proposed in the incentive plan. On August 7, 2020, the board of supervisors of the company issued the review opinions and publicity statement of the board of supervisors on the list of incentive objects in the second phase of 2020 equity incentive plan of the company. 4. On August 13, 2020, the third extraordinary general meeting of the company in 2020 deliberated and passed the proposal on the second phase of 2020 equity incentive plan (Draft) and its summary, the proposal on the measures for the implementation and assessment of the second phase of 2020 equity incentive plan, and the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive, It also disclosed the self inspection report on the trading of company shares by insiders with inside information of the second phase of 2020 equity incentive plan.
5. On August 14, 2020, the sixth meeting of the Fifth Board of directors and the sixth meeting of the Fifth Board of supervisors deliberated and approved the proposal on adjusting the list of incentive plan objects and the number of rights and interests granted in the second phase of 2020 equity incentive plan and the proposal on granting stock options to incentive objects in the second phase of 2020 equity incentive plan. The independent directors of the company expressed independent opinions on this. The board of directors of the company adjusted the number and number of stock options granted in the incentive plan. The total number of incentive objects granted with stock options was adjusted from 55 to 53, and the number of stock options granted was adjusted from 3.105 million to 3.095 million.
6. On August 26, 2020, the 8th meeting of the 5th board of directors and the 8th meeting of the 5th board of supervisors deliberated and adopted the proposal on granting restricted shares to the incentive objects of the second phase of 2020 equity incentive plan. The independent directors of the company expressed independent opinions on this. The number of people granted this time is 2, and the number of granted copies is 200000.
7. On June 22, 2021, the 23rd Meeting of the 5th board of directors and the 22nd Meeting of the 5th board of supervisors deliberated and adopted the proposal on adjusting the exercise price of stock options in the second phase of equity incentive plan in 2020, on which the independent directors expressed independent opinions. The board of directors adjusted the exercise price of stock options in the second phase of equity incentive plan in 2020, and the exercise price was adjusted from 34.78 yuan per share to 34.28 yuan per share.
8. August 26, 2021, The 25th meeting of the 5th board of directors and the 24th Meeting of the 5th board of supervisors of the company deliberated and approved the proposal on adjusting the list of stock option objects and the number of granted rights and interests of the company’s phase II equity incentive plan in 2020 and the proposal on the achievement of exercise conditions of stock options in the first exercise period of phase II equity incentive plan in 2020, Independent directors expressed independent opinions on this. In 2020, the total number of incentive objects of stock options in the second phase of the equity incentive plan will be adjusted from 53 to 40, and the number of stock options granted will be adjusted from 3095000 to 2305000. At the same time, the board of directors confirmed the achievement of exercise conditions in the first exercise period of stock options in the second phase of equity incentive plan in 2020.
9. On August 26, 2021, the 25th meeting of the 5th board of directors and the 24th Meeting of the 5th board of supervisors of the company deliberated and adopted the proposal on the achievement of lifting the restrictions on the sale of restricted shares in the first lifting period of the second phase equity incentive plan in 2020 The independent directors expressed independent opinions on the proposal on adjusting the repurchase price of restricted shares in the second phase of 2020 equity incentive plan and the proposal on repurchase and cancellation of some restricted shares. Confirm that the conditions for lifting the restrictions on the sale of restricted shares in the first lifting period of the company’s phase II equity incentive plan in 2020 have been met. At the same time, the company plans to buy back and cancel 50000 restricted shares granted to one resignation incentive object but not lifted, and adjust the repurchase price to 16.90 yuan / share.
10. On September 15, 2021, the company held the second extraordinary general meeting of shareholders in 2021, deliberated and approved the proposal on repurchase and cancellation of some restricted shares. On the same day, the company issued the announcement on repurchase and cancellation of some restricted shares, reduction of registered capital and notification to creditors, and fulfilled the obligation of creditors’ notification.
2、 Cancellation of this restricted stock repurchase
1. Reason and quantity of repurchase cancellation
According to the relevant provisions of the company’s 2020 phase II equity incentive plan, if the incentive object resigns and terminates the labor relationship with the company for personal reasons, the restricted shares granted to the incentive object but not lifted according to the plan shall be repurchased and cancelled by the company according to the adjusted grant price. Since one incentive object has resigned due to personal reasons and is no longer eligible for incentive, the company repurchases and cancels all the restricted shares granted to the above incentive object but not lifted, totaling 50000 shares.
2. Repurchase price
According to the relevant provisions of the incentive plan, the repurchase price is the adjusted repurchase price of the original grant price, i.e. RMB 16.90/share.
3. Source of funds for repurchase
The total repurchase price payable by the company for this repurchase is 845000 yuan, and the required funds come from the company’s own funds.
4. Capital verification report
Lixin Certified Public Accountants (special general partnership) issued the capital verification report (xksbz [2021] No. za15963) on December 16, 2021. As of November 25, 2021, the company has paid 845000 yuan for the repurchase of 50000 restricted shares to the repurchase object.
3、 Completion of this repurchase cancellation
1. After examination and confirmation by Shenzhen Branch of China Securities Depository and Clearing Corporation Limited, the above-mentioned repurchase and cancellation of 50000 restricted shares has been completed.
4、 Changes in the company’s share capital structure after the cancellation of this repurchase
Before and after this change
Increase or decrease
Proportion of shares (shares) proportion of shares
Shares with limited sales conditions 78934828 19.49% – 50000 78884828 19.48%
Executive locking shares 78603828 19.41% 0 78603828 19.42%
Equity incentive restricted shares 331000 0.08% – 50000 281000 0.07%
Shares with unlimited sales conditions 325964759 80.51% 0 325964759 80.52%
Total shares 404899587 100% – 50000 404849587 100.00%
5、 The impact of the repurchase and cancellation of some restricted shares on the company
The repurchase and cancellation of some restricted shares will not have a material impact on the company’s financial status and operating performance, and will not affect the diligence of the company’s management team and other incentive objects. The company’s management team will continue to adhere to the company’s strategic development plan, earnestly perform their duties and create the maximum value return for shareholders. 6、 Documents for future reference
1. Capital verification report issued by Lixin Certified Public Accountants
It is hereby announced.
Shanghai Yaoji Technology Co.Ltd(002605) board of directors February 15, 2022
