Securities code: 600060 securities abbreviation: Hisense Visual Technology Co.Ltd(600060) Announcement No.: pro 2022-002 Hisense Visual Technology Co.Ltd(600060)
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: 1. In view of the fact that three incentive objects in Hisense Visual Technology Co.Ltd(600060) (hereinafter referred to as the “company”) restricted stock incentive plan in 2021 (hereinafter referred to as the “incentive plan”) do not meet the incentive conditions due to resignation or job adjustment, according to the relevant provisions of the incentive plan, A total of 220000 restricted shares held by the above-mentioned personnel that have been granted but have not been lifted shall be repurchased and cancelled by the company (hereinafter referred to as “repurchase and cancellation”). 2. Relevant information about the cancellation of shares:
Number of shares repurchased number of shares cancelled date of cancellation
220000 shares 220000 shares February 18, 2022
1、 Decision making and information disclosure of this restricted stock repurchase and cancellation
1. According to the authorization of the company’s second extraordinary general meeting in 2021, the company held the ninth meeting of the ninth board of directors and the eighth meeting of the ninth board of supervisors on December 24, 2021, deliberated and approved the proposal on repurchase and cancellation of restricted shares granted to some incentive objects but not yet lifted, and agreed that the company should, in accordance with the relevant provisions of the incentive plan, A total of 220000 restricted shares granted to the three incentive objects but not yet lifted were repurchased and cancelled (hereinafter referred to as “this repurchase cancellation”). The independent directors of the company expressed their independent opinions on this. Beijing JUNHE (Qingdao) law firm issued a legal opinion on this. See Hisense Visual Technology Co.Ltd(600060) announcement on repurchase and cancellation of restricted shares granted to some incentive objects but not lifted (No.: pro 2021-057) disclosed by the company on December 25, 2021 for details.
2. The announcement on the cancellation of the company’s registered capital on December 202051} has been disclosed (the notice on the cancellation of the company’s registered capital on December 202051}). Within the prescribed time limit for declaration of creditor’s rights, no creditor has declared creditor’s rights, or asked the company to pay off its debts or provide corresponding guarantee. 2、 Cancellation of this restricted stock repurchase
(I) reasons and basis for the repurchase and cancellation of restricted shares
1. Repurchase cancellation due to resignation of incentive object
According to the provisions of the company’s restricted stock incentive plan (Draft) for 2021, if the incentive object terminates or terminates the labor contract with the company due to resignation, the restricted shares granted but not lifted will be repurchased and cancelled by the company according to the grant price. Due to the resignation of one incentive object granted by the company’s incentive plan, 50000 restricted shares that have been granted but not lifted shall be repurchased and cancelled by the company.
2. Repurchase and cancellation due to job adjustment of incentive object
According to the provisions of the company’s 2021 restricted stock incentive plan (Draft), if the incentive object no longer meets the job requirements of participating in the plan after demotion, the restricted shares granted but not lifted will be repurchased and cancelled by the company according to the grant price. Due to the demotion of two incentive objects granted by the company’s restricted stock incentive plan in 2021, they no longer meet the job requirements of participating in the restricted stock incentive plan in 2021. A total of 170000 restricted shares that have been granted but not yet lifted shall be repurchased and cancelled by the company.
(II) relevant personnel and quantity of this repurchase cancellation
The repurchase and cancellation of restricted shares involves three incentive objects, with a total of 220000 restricted shares to be repurchased and cancelled; After the cancellation of this repurchase, the remaining equity incentive restricted shares are 19180000. (III) repurchase cancellation arrangement
The company has opened a special securities account for repurchase at China Securities Depository and Clearing Co., Ltd. Shanghai Branch (hereinafter referred to as “zhongdeng company”), and applied to zhongdeng company for the repurchase and transfer of 220000 restricted shares granted but not lifted for the above three incentive objects. It is expected that this part of the shares will be cancelled on February 18, 2022. After the cancellation is completed, the company will go through the relevant industrial and commercial change registration procedures according to law. 3、 Changes in the company’s share structure after repurchase and cancellation of restricted shares
After the cancellation of this repurchase, the changes of the company’s share capital structure are as follows:
Unit: shares
Before category change and after this change
Shares with limited sales conditions 19400000 – 220000 19180000
Shares with unlimited sales conditions 1289081222 – 1289081222
Total shares 1308481222 – 220000 1308261222
4、 Description and commitment
The board of directors of the company explained that the decision-making procedures and information disclosure involved in this repurchase and cancellation comply with the provisions of laws and regulations, the measures for the administration of equity incentive of listed companies, the company’s restricted stock incentive plan (Draft) in 2021 and the arrangement of 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 that the objects, number of shares, cancellation date and other information involved in the repurchase and cancellation are true, accurate and complete, 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
Beijing JUNHE (Qingdao) law firm issued a legal opinion on the cancellation of the company’s repurchase, holding that the company has obtained the necessary approval and authorization at this stage and performed the corresponding procedures, Comply with the relevant provisions of the company law, the securities law, the measures for the administration of equity incentive of listed companies, the articles of association and the 2021 restricted stock incentive plan (Draft); The reason, quantity and price of this repurchase cancellation of the company comply with the relevant provisions of the measures for the administration of equity incentive of listed companies and the 2021 restricted stock incentive plan (Draft). The company still needs to perform the obligation of information disclosure and perform the corresponding legal procedures for the cancellation of this repurchase in accordance with the company law, the articles of association and other relevant provisions.
It is hereby announced.
Hisense Visual Technology Co.Ltd(600060) board of directors February 16, 2022
