Securities code: 600565 securities abbreviation: Dima Holdings Co.Ltd(600565) Announcement No.: Lin 2022-008 Dima Holdings Co.Ltd(600565)
Announcement on the implementation of equity incentive restricted stock repurchase and cancellation
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Important content tips:
Reasons for repurchase and cancellation: according to the provisions of the 2020 restricted stock incentive plan (Draft), some incentive objects have resigned and no longer meet the incentive conditions. After deliberation at the 31st meeting of the seventh board of directors, it is agreed to repurchase and cancel a total of 1500000 restricted shares that have been granted but not lifted.
Relevant information about the cancellation of shares
Number of shares repurchased number of shares cancelled date of cancellation
1500000 February 18, 2022
1、 Decision making and information disclosure of this restricted stock repurchase and cancellation
1. On July 6, 2020, the company held the 13th meeting of the 7th board of directors, deliberated and adopted the proposal on and its summary, the administrative measures for the implementation and assessment of Dima Holdings Co.Ltd(600565) 2020 restricted stock 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, The independent directors of the company expressed independent opinions on the relevant proposals of the incentive plan.
2. On July 6, 2020, the company held the 10th meeting of the 7th board of supervisors, deliberated and adopted the proposal on and its summary, the measures for the administration of the implementation and assessment of Dima Holdings Co.Ltd(600565) 2020 restricted stock incentive plan Proposal on verification opinions on the list of incentive objects of Dima Holdings Co.Ltd(600565) 2020 restricted stock incentive plan.
3. From July 8, 2020 to July 17, 2020, the company publicized the list of incentive objects granted this time within the company. During the publicity period, the board of supervisors of the company did not receive the list of incentive objects proposed in the incentive plan
Any objections related to. On July 24, 2020, the board of supervisors of the company disclosed the statement on the review and publicity of the list of incentive objects of the equity incentive plan (Lin 2020-049).
4. On August 10, 2020, the company held the fourth extraordinary general meeting of shareholders in 2020, deliberated and approved the proposal on and its summary, the administrative measures for the implementation and assessment of Dima Holdings Co.Ltd(600565) 2020 restricted stock incentive plan, and the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive, It also disclosed the self-examination report on the trading of the company's shares by insiders within six months before the announcement of the Dima Holdings Co.Ltd(600565) 2020 restricted stock incentive plan (Draft).
5. On August 24, 2020, the 16th meeting of the seventh board of directors of the company deliberated and approved the proposal on the adjustment of the grant price of the company's 2020 restricted stock incentive plan. According to the implementation of the annual equity distribution in 2019, it was agreed to adjust the grant price of restricted shares in the 2020 restricted stock incentive plan from 1.54 yuan / share to 1.48 yuan / share. Independent directors express independent opinions on the above price adjustment.
6. On August 24, 2020, the 16th meeting of the seventh board of directors of the company deliberated and approved the proposal on the granting of restricted shares by the company to incentive objects. According to the measures for the administration of equity incentive of listed companies, the relevant provisions of the company's 2020 restricted stock incentive plan and the authorization of the fourth extraordinary general meeting of shareholders in 2020, The granting conditions stipulated in this restricted stock incentive plan have been fulfilled. The board of directors and the board of supervisors agreed to grant a total of 134.36 million restricted shares to 123 incentive objects meeting the grant conditions at the grant price of 1.48 yuan / share on August 24, 2020.
Independent directors express independent opinions on the above-mentioned granting matters, and the board of supervisors issues verification opinions on the above-mentioned granting matters.
7. On September 10, 2020, the registration procedures of equity incentive shares were completed, and 128.76 million restricted shares were registered. China Securities Depository and Clearing Co., Ltd. Shanghai Branch issued the certificate of securities change registration.
8. On December 7, 2020, the 20th meeting of the seventh board of directors of the company deliberated and approved the proposal on the proposed repurchase and cancellation of some granted but not unlocked restricted shares in 2020, and agreed that the company would repurchase and cancel 300000 granted but not unlocked restricted shares held by the resignation incentive object with 1.48 yuan / share, Independent directors and supervisors express independent opinions and opinions on the above matters. At present, the above-mentioned procedures for repurchase and cancellation of restricted shares have been completed.
9. On March 10, 2021, the 22nd Meeting of the seventh board of directors of the company deliberated and approved the proposal on the proposed repurchase and cancellation of part of the granted and unlocked restricted shares in 2020, and agreed that the company would repurchase and cancel the 3.35 million granted and unlocked restricted shares held by the resignation incentive objects at a price of 1.48 yuan / share, Independent directors and supervisors express independent opinions and opinions on the above matters. At present, the above-mentioned procedures for repurchase and cancellation of restricted shares have been completed.
10. On June 9, 2021, the 26th meeting of the seventh board of directors of the company deliberated and approved the proposal on adjusting the repurchase price of restricted shares in 2020 and the proposal on the proposed repurchase and cancellation of some granted but not unlocked restricted shares in 2020. According to the implementation of annual equity distribution in 2020, Agree to adjust the restricted stock repurchase price of the 2020 restricted stock incentive plan from 1.48 yuan / share to 1.40 yuan / share; It is agreed that the company will buy back and cancel the 5.6 million shares of restricted shares that have been granted but not unlocked held by the resignation incentive objects at a price of 1.40 yuan / share. Independent directors express independent opinions on the above price adjustment and repurchase cancellation. At present, the above-mentioned procedures for repurchase and cancellation of restricted shares have been completed.
11. On August 27, 2021, the 28th meeting of the seventh board of directors of the company deliberated and approved the proposal on the proposed repurchase and cancellation of some granted but not unlocked restricted shares in 2020, and agreed that the company would repurchase and cancel 850000 granted but not unlocked restricted shares held by the leaving incentive objects at a price of 1.40 yuan / share.
Independent directors express independent opinions on repurchase and cancellation. At present, the above-mentioned procedures for repurchase and cancellation of restricted shares have been completed.
12. On September 10, 2021, the 29th meeting of the seventh board of directors of the company deliberated and approved the proposal on the proposed repurchase and cancellation of some granted but not unlocked restricted shares in 2020, and agreed that the company would repurchase and cancel 800000 granted but not unlocked restricted shares held by the resignation incentive objects at a price of 1.40 yuan / share. Independent directors express independent opinions on repurchase and cancellation. At present, the above-mentioned procedures for repurchase and cancellation of restricted shares have been completed.
13. On October 29, 2021, the 30th meeting of the seventh board of directors of the company deliberated and approved the proposal on the proposed repurchase and cancellation of some granted but not unlocked restricted shares in 2020, and agreed that the company would repurchase and cancel 650000 granted but not unlocked restricted shares held by the leaving incentive objects at a price of 1.40 yuan / share. Independent directors express independent opinions on repurchase and cancellation. At present, the above-mentioned procedures for repurchase and cancellation of restricted shares have been completed.
14. On December 13, 2021, the 31st meeting of the seventh board of directors of the company deliberated and approved the proposal on the proposed repurchase and cancellation of some granted but not unlocked restricted shares in 2020, and agreed that the company would repurchase and cancel the 1.5 million granted but not unlocked restricted shares held by the leaving incentive objects at a price of 1.40 yuan / share. Independent directors express independent opinions on repurchase and cancellation.
2、 Cancellation of this restricted stock repurchase
(I) reasons and basis for the repurchase and cancellation of restricted shares
According to the relevant provisions of the 2020 restricted stock incentive plan (Draft) and the authorization of the fourth extraordinary general meeting of shareholders in 2020, in view of the fact that five incentive objects of the company are no longer qualified as incentive objects due to resignation, the company repurchases and cancels a total of 1.5 million restricted shares that have been granted and unlocked, and the repurchase price is 1.40 yuan / share.
(II) relevant personnel and quantity of this repurchase cancellation
The repurchase and cancellation of restricted shares involves 5 incentive objects, with a total of 1500000 restricted shares to be repurchased and cancelled; After the cancellation of this repurchase, the remaining equity incentive restricted shares that have not yet been lifted total 56780000 shares.
(III) repurchase cancellation arrangement
The company has opened a special securities repurchase account in Shanghai Branch of China Securities Depository and Clearing Co., Ltd; It has also applied to the Shanghai Branch of China Securities Depository and Clearing Corporation for the repurchase and transfer of 1500000 restricted shares.
It is expected that the restricted shares will be cancelled on February 18, 2022.
3、 Changes in the company's share structure after repurchase and cancellation of restricted shares
After the repurchase and cancellation of restricted shares, the changes in the capital structure of the company are as follows:
Before and after change
Non tradable shares 2491506284 2491506284
Restricted tradable shares 58280000 - 1500000 56780000
Total 2549786284 - 1500000 2548286284
4、 Description and commitment
The board of directors of the company explained that the decision-making procedures and information disclosure involved in the repurchase and cancellation of restricted shares comply with the provisions of laws and regulations, the measures for the administration of equity incentive of listed companies, the arrangement of the company's equity incentive plan and restricted stock grant agreement, and there is no situation that damages the legitimate rights and interests of incentive objects and creditors. The company promises that it has verified and guaranteed the authenticity, accuracy and completeness of the objects involved in the repurchase and cancellation of restricted shares, the number of shares, the cancellation date and other information, and has fully informed the relevant incentive objects of the repurchase and cancellation, and the relevant incentive objects have not expressed any objection to the repurchase and cancellation. In case of any dispute with relevant incentive objects due to the cancellation of this repurchase, the company will bear the relevant legal liabilities arising therefrom.
5、 Concluding observations of legal opinions
Shanghai jintiancheng (Chongqing) law firm believes that: Dima Holdings Co.Ltd(600565) the reason, quantity, price and procedures performed so far for the repurchase and cancellation of restricted shares comply with the measures for the administration of equity incentive of listed companies and other relevant laws and regulations and the relevant provisions of the 2020 restricted stock incentive plan; The company still needs to perform the follow-up information disclosure obligations for the cancellation of this repurchase, go through the relevant settlement procedures with China Securities Depository and Clearing Corporation, and perform the corresponding capital reduction procedures.
6、 Online announcement attachment
Legal opinion of Shanghai jintiancheng (Chongqing) law firm on Dima Holdings Co.Ltd(600565) repurchase and cancellation of some restricted shares.
It is hereby announced.
Dima Holdings Co.Ltd(600565) board of directors February 15, 2022
