Securities code: 300715 securities abbreviation: Jiangsu Canlon Building Materials Co.Ltd(300715) Announcement No.: 2022-013 Jiangsu Canlon Building Materials Co.Ltd(300715)
On terminating the implementation of the restricted stock incentive plan in 2021
Announcement on repurchase and cancellation of relevant restricted 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.
Jiangsu Canlon Building Materials Co.Ltd(300715) (hereinafter referred to as “the company” or “the company”) held the 14th meeting of the 4th board of directors and the 11th meeting of the 4th board of supervisors on February 15, 2022, deliberated and adopted the proposal on terminating the implementation of the 2021 restricted stock incentive plan and repurchase and cancellation of relevant restricted stocks, and agreed to terminate the implementation of the 2021 restricted stock incentive plan, And repurchased and cancelled all the restricted shares granted to 134 incentive objects but not yet lifted, totaling 4.7676 million shares. At the same time, the reserved restricted shares and the administrative measures for the implementation of the restricted stock incentive plan in 2021 implemented in conjunction with the restricted stock incentive plan in 2021 were cancelled. This proposal still needs to be submitted to the first extraordinary general meeting of the company in 2022 for deliberation. The specific situation is hereby announced as follows:
1、 Relevant approval procedures for 2021 restricted stock incentive plan
1. On March 23, 2021, the second meeting of the Fourth Board of directors and the second meeting of the Fourth Board of supervisors deliberated and adopted the proposal on the company’s restricted stock incentive plan in 2021 (Draft) and its summary, and the proposal on the company’s assessment and management measures for the implementation of the restricted stock incentive plan in 2021 The proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s restricted stock incentive plan in 2021 and the proposal on verifying the list of some incentive objects granted by the company’s restricted stock incentive plan for the first time. Yin Junming, the independent director of the company, solicited voting rights from all shareholders on the proposal related to the incentive plan submitted to the general meeting of shareholders for deliberation, Beijing Guofeng law firm issued a legal opinion.
2. The company has publicized the incentive objects granted this time within the company, and the publicity period is from March 24, 2021 to April 2, 2021. As of the expiration of the publicity period, the board of supervisors of the company has not received any objection to the proposed incentive object. The board of supervisors checked the list of incentive objects of the incentive plan and disclosed the self inspection report on the insider information of the company’s restricted stock incentive plan in 2021 and the purchase and sale of the company’s shares by incentive objects on April 3, 2021.
3. On April 9, 2021, the company held the first extraordinary general meeting of shareholders in 2021, deliberated and adopted the proposal on the company’s restricted stock incentive plan in 2021 (Draft) and its summary, and the proposal on the company’s measures for the assessment and management of the implementation of the restricted stock incentive plan in 2021 The proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s restricted stock incentive plan in 2021, and the announcement on the resolution of the first extraordinary general meeting of shareholders in 2021 was disclosed on cninfo.com, the designated information disclosure media of the company Legal opinion of the first extraordinary general meeting of shareholders in 2021 and self inspection report on the trading of company shares by insiders and incentive objects of the company’s restricted stock incentive plan in 2021.
4. On June 4, 2021, the sixth meeting of the Fourth Board of directors and the fifth meeting of the Fourth Board of supervisors deliberated and approved the proposal on adjusting the incentive plan of restricted stocks in 2021 and the proposal on granting restricted stocks in 2021 to incentive objects for the first time. The independent directors of the company expressed their independent opinions, The board of supervisors issued verification opinions on this, and Beijing Guofeng law firm issued a legal opinion.
5. On June 23, 2021, the company disclosed the announcement on the completion of the first grant registration of the restricted stock incentive plan in 2021. The company completed the grant registration of the incentive plan and granted 5.016 million restricted shares to 136 incentive objects at the grant price of 11.07 yuan / share on June 4, 2021, The listing date of the restricted shares granted is June 24, 2021.
6. On August 26, 2021, the ninth meeting of the Fourth Board of directors and the seventh meeting of the Fourth Board of supervisors of the company deliberated and adopted the proposal on repurchase and cancellation of some restricted shares in the 2021 restricted stock incentive plan. Due to the resignation of two incentive objects, the repurchase and cancellation of 234000 restricted shares that have been granted but have not been lifted, the independent directors of the company issued an independent opinion, the board of supervisors issued a verification opinion, and Beijing Guofeng law firm issued a legal opinion.
On September 13, 2021, the third extraordinary general meeting of the company in 2021 deliberated and approved the proposal on repurchase and cancellation of some restricted shares in the 2021 restricted stock incentive plan.
7. On February 15, 2022, the company held the 14th meeting of the 4th board of directors and the 11th meeting of the 4th board of supervisors, deliberated and adopted the proposal on terminating the implementation of the 2021 restricted stock incentive plan and repurchase and cancellation of relevant restricted stocks. The independent directors of the company issued the independent opinions agreed, the board of supervisors issued the verification opinions, and Beijing Guofeng law firm issued the legal opinion.
2、 Reasons for terminating the incentive plan and subsequent arrangements
1. Reason for termination
Given that the current internal and external environment and macroeconomic situation have changed greatly compared with the time when the equity incentive plan was formulated, and there is a deviation between the expected operation of the company and the setting of assessment indicators of the equity incentive plan, it is difficult to achieve the expected purpose and effect by continuing to implement the equity incentive plan. In order to fully implement the employee incentive mechanism and protect the interests of the company, employees and all shareholders, the board of directors of the company decided to terminate the implementation of the restricted stock incentive plan in 2021 after careful study in order to facilitate the long-term development of the company and protect the enthusiasm of the core team, And repurchased and cancelled all the restricted shares granted to 134 incentive objects but not yet lifted, totaling 4.7676 million shares. At the same time, the reserved restricted shares and the administrative measures for the implementation of the restricted stock incentive plan in 2021 implemented in conjunction with the restricted stock incentive plan in 2021 were cancelled.
2. Follow up arrangements
According to the provisions of the measures for the administration of equity incentive of listed companies, the company’s proposal to terminate the implementation of the restricted stock incentive plan and repurchase and cancel relevant restricted shares needs to be submitted to the general meeting of shareholders for deliberation. The company promises not to review and disclose the draft equity incentive plan within 3 months from the date of announcement of the resolution of the general meeting of shareholders. After the approval of the general meeting of shareholders of the company, the board of directors of the company will timely apply for the repurchase and cancellation procedures of restricted shares that have been granted but not lifted, modify the articles of association accordingly for the change of the company’s registered capital, and handle the registration of the change of the company’s registered capital.
The company will continue to fully mobilize the enthusiasm of the company’s management and business backbone by improving the performance appraisal system and optimizing the salary system. The company will also continue to consider and study effective incentive methods in combination with relevant laws and regulations and its own actual situation, so as to promote the long-term and healthy development of the company.
3、 The number of restricted shares cancelled in this repurchase, repurchase price, total repurchase amount and capital source
1. Number of repurchases written off
According to Chapter 15 of the equity incentive plan: “After the restricted shares granted to the incentive object are registered, if the company has matters affecting the total share capital or the price of the company’s shares, such as the conversion of capital reserve into share capital, the distribution of stock dividends, the splitting of shares, the allotment or reduction of shares, and the distribution of dividends, the company shall adjust the repurchase quantity and repurchase price of the restricted shares that have not been lifted.”
The company completed the first grant registration of the restricted stock incentive plan in 2021 in June 2021, and the number of granted shares was 5.016 million; In November 2021, the company completed the repurchase and cancellation of 234000 restricted shares granted to two incentive objects but not meeting the unlocking conditions. From the registration date of the first grant to the date of this announcement, the company has not had any adjustment to the number of repurchases specified in the equity incentive plan. Therefore, the number of restricted stock repurchases this time is the number of shares granted for the first time minus the number of shares repurchased and cancelled, that is, the number of repurchases is 4.7676 million shares. It accounts for 1.22% of the total share capital of the company.
2. Repurchase price
According to Chapter 15 of the equity incentive plan: “If the company repurchases or cancels restricted shares according to the provisions of this plan, unless otherwise agreed in this plan, the repurchase price is the grant price, except that the repurchase price needs to be adjusted according to this plan. After the restricted shares granted to the incentive object are registered, if the company has capital reserve converted into share capital, distribution of stock dividends, division of shares, allotment or reduction of shares, dividend distribution, etc If matters affecting the total share capital of the company or the stock price of the company are affected, the company shall make corresponding adjustments to the repurchase quantity and repurchase price of restricted shares that have not been lifted. “
The company completed the registration of the first grant of the restricted stock incentive plan in 2021 in June 2021. The price of the restricted stock granted for the first time in this incentive plan is 11.07 yuan / share. From the registration date of the first grant to the date of this announcement, the company has not had any event to adjust the repurchase price specified in the equity incentive plan. Therefore, the repurchase price of this restricted stock is the grant price, that is, the repurchase price is 11.07 yuan / share.
3. Total repurchase amount and source of funds
After the company terminates the implementation of the restricted stock incentive plan in 2021, it will repurchase and cancel the restricted shares granted to the above 134 incentive objects with its own funds, totaling 4.7676 million shares, and the required funds are 52.777332 million yuan.
4、 Changes in the company’s share capital structure after the completion of the repurchase and cancellation
Before and after this change
Nature of shares
Quantity (share) proportion quantity (share) quantity (share) proportion
1、 Shares with limited sales conditions 111741125 28.68% – 4767600 106973525 27.79%
2、 Shares with unlimited sales conditions 277936103 71.32% 277936103 72.21%
3、 Total shares 389677228 100.00% 384909628 100%
Note: the difference in mantissa of the sum of the above proportions is caused by rounding.
After the cancellation of this repurchase, the controlling shareholder and actual controller of the company will not change, and the equity distribution of the company still meets the listing conditions.
5、 Impact of termination of equity incentive plan on the company
The company’s termination of the implementation of the restricted stock incentive plan in 2021 will not damage the interests of the company and all shareholders or violate the mandatory provisions of relevant laws and regulations, will not have a significant impact on the company’s daily operation and operating performance, and will not affect the diligence of the company’s management and core backbone.
6、 Opinions of independent directors
The company’s termination of the implementation of the restricted stock incentive plan in 2021 and the repurchase and cancellation of the restricted shares granted but not yet lifted comply with the relevant provisions of the company law, the securities law, the measures for the administration of equity incentive of listed companies and other relevant laws and regulations, and the repurchase quantity, repurchase price and termination procedures are legal and compliant, There is no situation that damages the interests of the company and all shareholders and will not have a significant impact on the daily operation of the company. Therefore, we agree with the decision of the board of directors on terminating the implementation of the restricted stock incentive plan in 2021 and repurchasing and cancelling 4.7676 million restricted shares granted to 134 incentive objects but not yet lifted the restrictions on sales and cancelling the reserved restricted shares, and agree to submit the proposal to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation. 7、 Opinions of the board of supervisors
The company’s termination of the restricted stock incentive plan in 2021 and the repurchase and cancellation of the restricted shares granted but not lifted this time comply with the relevant laws and regulations such as the measures for the administration of equity incentive of listed companies and the articles of association. There is no harm to the interests of the company and all shareholders and will not have a significant impact on the daily operation of the company. It is agreed to terminate the implementation of the restricted stock incentive plan in 2021, repurchase and cancel all the restricted shares granted to 134 incentive objects but not yet lifted, totaling 4.7676 million shares. At the same time, the reserved restricted shares and the administrative measures for the implementation of the restricted stock incentive plan in 2021 implemented in conjunction with the restricted stock incentive plan in 2021 are cancelled.
8、 Lawyer’s legal opinion and concluding observations
Beijing Guofeng law firm believes that: Jiangsu Canlon Building Materials Co.Ltd(300715) the procedures for the termination of the implementation and the cancellation of repurchase comply with the relevant provisions of the management measures and the equity incentive plan, and need to be deliberated and approved by the general meeting of shareholders of the company to fulfill the corresponding obligation of information disclosure; The cancellation of this repurchase still needs to go through the procedures of share cancellation and capital reduction in accordance with the company law and relevant regulations; The reason for the termination, the cancellation price and quantity of this repurchase are determined in accordance with the administrative measures and other laws and regulations and the relevant provisions of the equity incentive plan.
9、 Documents for future reference
1. Jiangsu Canlon Building Materials Co.Ltd(300715) resolution of the 14th meeting of the Fourth Board of directors;
2. Jiangsu Canlon Building Materials Co.Ltd(300715) resolution of the 11th meeting of the Fourth Board of supervisors;
3. Independent opinions of independent directors on matters related to the 14th meeting of the Fourth Board of directors;
4. Beijing Guofeng law firm’s 2021 deadline for Jiangsu Canlon Building Materials Co.Ltd(300715) termination
