Xiamen R&T Plumbing Technology Co.Ltd(002790)
Announcement on the completion of repurchase and cancellation of some 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.
Special tips:
1. Reasons for repurchase and cancellation: Xiamen R&T Plumbing Technology Co.Ltd(002790) (hereinafter referred to as “the company”) one incentive object granted for the first time in the 2020 restricted stock incentive plan is qualified due to the personal performance appraisal results in 2020. There are 6000 restricted shares that can be released in the first release period, and some of which are not allowed to be unlocked will be repurchased and cancelled by the company, The repurchase price is 3.05 yuan / share; And six incentive objects (including the above-mentioned one incentive object) no longer have the qualification of incentive objects due to resignation. The company will repurchase and cancel 311500 restricted shares held by the six incentive objects that have been granted but have not been lifted, and the repurchase price is 3.00 yuan / share. After the deliberation and approval of the company’s 2020 annual general meeting and the first extraordinary general meeting of shareholders in 2021, the Company repurchased and cancelled a total of 317500 restricted shares held by the above six incentive objects that did not meet the conditions for lifting the restrictions, accounting for 0.08% of the company’s total share capital of 418329000 shares before repurchasing and cancellation. After the cancellation, the total share capital of the company was changed from 4184329000 shares to 418011500 shares.
2. Upon examination and confirmation by Shenzhen Branch of China Securities Depository and Clearing Corporation Limited, the cancellation of this restricted stock repurchase was completed on February 17, 2022.
1、 Implementation of this restricted stock incentive plan
1. On January 10, 2020, the 10th meeting of the third board of directors of the company deliberated and adopted the proposal on Xiamen R&T Plumbing Technology Co.Ltd(002790) 2020 restricted stock incentive plan (Draft) and its summary The proposal on the measures for the administration of the implementation and assessment of the restricted stock incentive plan in 2020 and the proposal on requesting 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 their independent opinions on the relevant proposals of the incentive plan.
2. On January 10, 2020, the proposal on Xiamen R&T Plumbing Technology Co.Ltd(002790) 2020 restricted stock incentive plan (Draft) and its summary was considered and adopted at the 8th meeting of the third board of supervisors of the company The proposal on Xiamen R&T Plumbing Technology Co.Ltd(002790) 2020 restricted stock incentive plan implementation and assessment management measures and the proposal on verifying the list of incentive objects of the company’s 2020 restricted stock incentive plan agree with the company’s implementation of this incentive plan.
3. From January 14, 2020 to February 2, 2020, the company was on cninfo.com（ http://www.cn.info.com.cn. ）And the company announced the list of incentive objects first granted under the 2020 restricted stock incentive plan, and publicized the names and positions of the proposed incentive objects of the company for a period of not less than 10 days. During the publicity period, the company’s employees can give feedback to the company’s board of supervisors. At the expiration of the publicity period, the board of supervisors of the company did not receive any objection to the proposed incentive object. On February 3, 2020, the company held the ninth meeting of the third board of supervisors, deliberated and approved the proposal on the verification opinions and publicity of the list of incentive objects granted for the first time in the Xiamen R&T Plumbing Technology Co.Ltd(002790) 2020 restricted stock incentive plan, and considered that the subject qualification of the incentive objects in this incentive plan was legal and effective. 4. On February 10, 2020, the first extraordinary general meeting of the company in 2020 deliberated and approved the proposal on Xiamen R&T Plumbing Technology Co.Ltd(002790) 2020 restricted stock incentive plan (Draft) and its summary The proposal on the management measures for the implementation and assessment of the restricted stock incentive plan in 2020 and the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive, and disclosed the self inspection report on the trading of shares of the company by insiders of the restricted stock incentive plan in 2020, The company conducted a self-examination on the trading of the company’s shares by insiders within 6 months before the announcement of the company’s incentive plan, and did not find that relevant insiders used the insider information related to the incentive plan to buy and sell shares.
5. On February 10, 2020, the company held the 11th meeting of the 3rd board of directors and the 10th meeting of the 3rd board of supervisors. The meeting deliberated and adopted the proposal on Xiamen R&T Plumbing Technology Co.Ltd(002790) granting restricted shares to incentive objects for the first time. The independent directors of the company expressed their independent opinions on the proposal, and the board of supervisors expressed their consent on the matters related to the grant.
6. On March 12, 2020, the company issued the announcement on the completion of the registration of the first grant of the 2020 restricted stock incentive plan. After examination and confirmation by Shenzhen Stock Exchange and Shenzhen Branch of China Securities Depository and Clearing Corporation Limited, Xiamen R&T Plumbing Technology Co.Ltd(002790) has completed the first grant registration of the restricted stock incentive plan in 2020. The company finally granted 8.873 million restricted shares to 114 incentive objects, accounting for about 2.17% of the total share capital of the listed company before grant. Granted by the company this time
Listing date of restricted shares: March 13, 2020.
7. On October 29, 2020, the company held the 17th meeting of the third board of directors and the 15th meeting of the third board of supervisors, and deliberated and adopted the proposal on repurchase and cancellation of some restricted shares respectively. The board of directors agreed to repurchase and cancel 144000 shares of restricted shares granted to 3 incentive objects who have resigned for personal reasons and no longer have incentive qualification in the 2020 restricted stock incentive plan, but the restriction on sales has not been lifted, and the repurchase price is 3.15 yuan / share. The independent directors of the company issued independent opinions and the lawyers issued legal opinions.
8. On November 16, 2020, the company held the fourth extraordinary general meeting of shareholders in 2020, deliberated and approved the proposal on repurchase and cancellation of some restricted shares, and issued the announcement on repurchase and cancellation of some restricted shares, reduction of registered capital and notification to creditors (Announcement No.: 2020-078), Perform the procedure of notifying creditors of the cancellation of this share repurchase in accordance with the law. During the reporting period, no creditor has declared to require the company to pay off its debts or provide corresponding guarantee.
9. On January 29, 2021, the company completed the cancellation of some restricted stock repurchase after being reviewed and confirmed by Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. After the cancellation of this repurchase, the total number of shares of the company was changed from 418473000 shares to 418329000 shares.
10. On February 3, 2021, the company issued the announcement on the invalidation of the reserved rights and interests of the 2020 restricted stock incentive plan, announcing that 2 million restricted shares reserved by the 2020 restricted stock incentive plan will not be granted, and the reserved rights and interests will become invalid.
11. On April 16, 2021, the company held the 18th (regular) meeting of the third board of directors and the 16th (regular) meeting of the third board of supervisors, deliberated and adopted the proposal on the achievement of lifting the restrictions during the first lifting period of the restricted stock incentive plan in 2020 and the proposal on repurchase, cancellation of some restricted shares and adjustment of repurchase price. The board of Directors believes that the conditions for lifting the restrictions on the sale of restricted shares granted by the company’s restricted stock incentive plan for the first time in 2020 have been met. The board of directors agrees to handle 111 incentive objects who meet the conditions for lifting the restrictions on the sale. The restricted shares that can be lifted in the first lifting period are 2612700 shares, accounting for 0.62% of the total share capital of the company at that time. The independent directors of the company issued independent opinions and the lawyers issued legal opinions.
12. On May 14, 2021, the company held the 2020 annual general meeting of shareholders, deliberated and approved the proposal on repurchase and cancellation of some restricted shares and adjustment of repurchase price; At the same time, the announcement on repurchase and cancellation of some restricted shares, reduction of registered capital and notification to creditors (Announcement No.: 2021-045) was issued to perform the procedure of notifying creditors in accordance with the law on the share repurchase and cancellation. During the reporting period, no creditor has declared to require the company to pay off its debts or provide corresponding guarantee. As of the disclosure date of this announcement, the cancellation procedures of this part of restricted shares have been completed.
13. On October 28, 2021, the third meeting of the Fourth Board of directors and the third meeting of the Fourth Board of supervisors deliberated and adopted the proposal on repurchase and cancellation of some restricted shares. The board of directors agreed to repurchase and cancel 311500 shares of restricted shares granted to 6 incentive objects who have resigned for personal reasons and no longer have incentive qualification in the 2020 restricted stock incentive plan, but the restriction on sales has not been lifted, and the repurchase price is 3.00 yuan / share. The independent directors of the company issued independent opinions and the lawyers issued legal opinions.
14. On November 15, 2021, the company held the first extraordinary general meeting of shareholders in 2021, deliberated and approved the proposal on repurchase and cancellation of some restricted shares, and issued the announcement on repurchase and cancellation of some restricted shares, reduction of registered capital and notification to creditors (Announcement No.: 2021-076), Perform the procedure of notifying creditors of the cancellation of this share repurchase in accordance with the law. During the reporting period, no creditor has declared to require the company to pay off its debts or provide corresponding guarantee. As of the disclosure date of this announcement, the cancellation procedures of this part of restricted shares have been completed.
2、 Cancellation of this restricted stock repurchase
1. Reasons for repurchase cancellation
Fan Guangzhao, the incentive object of the company’s 2020 restricted stock incentive plan, is qualified in the personal performance appraisal results in 2020.
According to the Xiamen R&T Plumbing Technology Co.Ltd(002790) 2020 restricted stock incentive plan: “On the premise of the achievement of the company’s performance objectives, if the individual performance appraisal result of the incentive object in the previous year is qualified, the company will lift the restriction on the sale of 60% of the restricted shares it plans to lift in the corresponding appraisal year in accordance with the provisions of this incentive plan. The restricted shares that cannot be lifted by the incentive object will be repurchased by the company according to the sum of the grant price and the deposit interest of the people’s Bank of China in the same period Log off. “
Fan Guangzhao, fan Zhenlin, Hong Qicheng, Cui Yun, Xu Qingyuan and Gan Liang, the incentive objects of the company’s 2020 restricted stock incentive plan, have resigned for personal reasons. The company has agreed to their resignation application and completed the resignation procedures. According to the Xiamen R&T Plumbing Technology Co.Ltd(002790) 2020 restricted stock incentive plan: “if the incentive object’s contract expires and will not be renewed or resigns voluntarily, the shares whose restriction has been lifted will not be handled. The restricted shares that have been granted but have not been lifted will not be lifted, and the company will repurchase and cancel them at the granted price.”
2. Repurchase cancellation quantity
Since the implementation of the company’s restricted stock incentive plan in 2020, the company has not changed its capital reserve into share capital, distributed stock dividends or split shares. The number of restricted shares granted but not unlocked by the incentive object to be repurchased and cancelled will not be adjusted.
The Company repurchased and cancelled 6000 shares of restricted shares granted but not unlocked to the eligible incentive objects in 2020, 311500 shares of restricted shares granted but not unlocked to the resigned incentive objects, and 317500 shares of restricted shares were repurchased and cancelled in total. It is expected that after the completion of this repurchase and cancellation, the total number of shares of the company will be changed from 418329000 shares to 418011500 shares.
3. Repurchase price and pricing basis
According to the Xiamen R&T Plumbing Technology Co.Ltd(002790) 2020 restricted stock incentive plan: “When the company makes cash dividends, the cash dividends that should be obtained by the incentive object for the restricted shares granted to it shall be enjoyed by the incentive object after withholding and paying personal income tax. In principle, the company shall collect them on behalf of the incentive object, and return them to the incentive object when the restriction on the sale of this part of the restricted shares is lifted; if the restriction on the sale of this part of the restricted shares is not lifted, the corresponding cash dividends shall be recovered by the company and made corresponding adjustments Accounting treatment is required. “
According to the Xiamen R&T Plumbing Technology Co.Ltd(002790) 2020 restricted stock incentive plan: “Principle of repurchase and cancellation of restricted shares: after the restricted shares granted to the incentive object are registered, if the company has matters such as capital reserve conversion to share capital, distribution of stock dividends, share splitting, allotment or reduction of shares, dividend distribution, etc., the company shall, according to the adjusted quantity, purchase the restricted shares granted to the incentive object but not lifted the restriction on sale and the restricted shares based on this part Buy back the company’s shares. If the repurchase price and quantity need to be adjusted according to the plan, they shall be adjusted accordingly according to the following methods. “
The adjustment method of the repurchase price is as follows:
“P＝P0-V
Where: P0 is the grant price before adjustment; V is the dividend per share; P is the adjusted repurchase price. After dividend adjustment, P must still be greater than 1. “
Since the implementation of the company’s restricted stock incentive plan in 2020, the company has implemented the 2019 annual equity distribution and 2020 annual equity distribution. The two phases of equity distribution have paid dividends, and there have been no capital reserve converted into share capital, stock dividends and stock split.
The 2019 annual general meeting of shareholders of the company reviewed and approved the 2019 annual profit distribution plan, and implemented the 2019 annual equity distribution on June 23, 2020, The company’s profit distribution plan for 2019 is: “based on the existing total share capital of 418473000 shares, the company plans to distribute cash dividends of RMB 2.00 (including tax) to all shareholders for every 10 shares, with a total of RMB 83694600.00 (including tax).”
The 2020 annual shareholders’ meeting of the company deliberated and approved the 2020 annual profit distribution plan, and implemented the 2020 annual equity distribution on June 30, 2021
