Securities code: 002446 securities abbreviation: Guangdong Shenglu Telecommunication Tech.Co.Ltd(002446) Announcement No.: 2022-005 bond Code: 128041 bond abbreviation: Shenglu convertible bond
Guangdong Shenglu Telecommunication Tech.Co.Ltd(002446)
Announcement on the completion of the repurchase and cancellation of some restricted shares and the non adjustment of the price of convertible bonds into shares
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, and are liable for false records, misleading statements or major omissions in the announcement.
Special tips:
1. The total number of restricted shares granted but not lifted in the 2020 stock option and restricted stock incentive plan is 972000, accounting for 0.11% of the total share capital of the company before the repurchase and cancellation. The repurchase price is 4.02 yuan / share, involving 9 incentive objects.
2. As of the 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.
3. Since the shares repurchased and cancelled this time account for a small proportion of the total share capital of the company, after calculation, the share conversion price of "Shenglu convertible bonds" will not be adjusted, and the share conversion price is still 6.82 yuan / share.
1、 Brief description of equity incentive plan
1. On September 9, 2020, Guangdong Shenglu Telecommunication Tech.Co.Ltd(002446) (hereinafter referred to as "the company") held the second meeting of the Fifth Board of directors, which deliberated and adopted the proposal on the company's 2020 stock option and restricted stock incentive plan (Draft) and its summary, the proposal on the measures for the implementation and assessment of the company's 2020 stock option and restricted stock incentive plan Proposal on requesting the general meeting of shareholders to authorize the board of directors and persons authorized by the board of directors to handle matters related to equity incentive of the company, and related directors avoided voting on the above proposal. The independent directors of the company expressed their independent opinions on the incentive plan.
2. On September 9, 2020, the second meeting of the Fifth Board of supervisors held by the company deliberated and adopted the proposal on the company's 2020 stock option and restricted stock incentive plan (Draft) and its summary, the proposal on the measures for the implementation and assessment of the company's 2020 stock option and restricted stock incentive plan Proposal on verifying the list of incentive objects first granted by the company's 2020 stock option and restricted stock incentive plan.
3. On September 10, 2020, the company disclosed Guangdong Shenglu Telecommunication Tech.Co.Ltd(002446) notice on convening the second extraordinary general meeting of shareholders in 2020 and Guangdong Shenglu Telecommunication Tech.Co.Ltd(002446) report on public solicitation of voting rights by independent directors on cninfo.com and other designated information disclosure media, Mr. Fu Hengshan, the independent director of the company, solicited the entrusted voting rights from all shareholders on the relevant proposals of the incentive plan considered at the second extraordinary general meeting of shareholders in 2020.
4. From September 10, 2020 to September 19, 2020, the company has publicized the list of incentive objects within the company. After the expiration of the publicity, the board of supervisors checked the list of incentive objects of the equity incentive plan and explained the publicity.
5. On September 25, 2020, the second extraordinary general meeting of shareholders held by the company in 2020 deliberated and approved the proposal on the company's 2020 stock option and restricted stock incentive plan (Draft) and its summary, the proposal on the measures for the implementation and assessment of the company's 2020 stock option and restricted stock incentive plan Proposal on requesting the general meeting of shareholders to authorize the board of directors and persons authorized by the board of directors to handle matters related to equity incentive of the company. The implementation of the equity incentive plan of the company is approved, and the board of directors is authorized to determine the equity grant date, grant rights and interests to the incentive object when the incentive object meets the conditions, and handle all matters necessary for the grant of rights and interests. 6. On September 25, 2020, the third meeting of the Fifth Board of directors and the third meeting of the Fifth Board of supervisors respectively considered and adopted the proposal on the first grant of stock options and restricted shares to incentive objects, and determined that the first grant date of this incentive plan was September 25, 2020, And agreed to grant 8.93 million stock options and 9.4 million restricted shares to 165 incentive objects who meet the grant conditions. The related directors have avoided voting on the above proposal. The independent directors of the company expressed independent opinions on this. The board of supervisors issued verification opinions on the first grant date of stock option and restricted stock incentive plan in 2020 and the list of incentive objects.
7. On August 25, 2021, the 12th meeting of the 5th board of directors and the 11th meeting of the 5th board of supervisors respectively considered and approved the proposal on granting reserved stock options and restricted stocks to incentive objects. The board of directors considered that the reserved granting conditions of stock options and restricted stocks in the company's incentive plan had been met, It is agreed to determine the reserved grant date as August 25, 2021, and grant 1.07 million stock options and 600000 restricted shares to the three incentive objects who meet the grant conditions respectively. On September 23, 2021, the company has completed the reservation grant registration.
8. On November 19, 2021, the 14th meeting of the 5th board of directors and the 13th meeting of the 5th board of supervisors held by the company deliberated and adopted the proposal on the achievement of the first exercise period / lifting of restrictions on sales of stock options and restricted stock incentive plan in 2020, The company's 2020 stock option and restricted stock incentive plan has met the conditions for the exercise of stock options in the first exercise period and the conditions for the release of restricted shares in the first release period. The independent directors of the company expressed independent opinions on this.
At the same time, the meeting deliberated and approved the proposal on canceling some stock options and the proposal on repurchasing and canceling some restricted shares. In view of the fact that 12 incentive objects granted stock options in the company's 2020 stock option and restricted stock incentive plan have resigned and no longer have the qualification of incentive objects, The company cancels 778000 stock options granted but not exercised; Among the incentive objects granted restricted shares, 9 incentive objects resigned and no longer qualified as incentive objects. The Company repurchased and cancelled 972000 restricted shares granted but not lifted. The independent directors of the company expressed independent opinions on this.
9. On December 6, 2021, the second extraordinary general meeting of shareholders held by the company in 2021 deliberated and approved the proposal on repurchase and cancellation of some restricted shares, and agreed that the company would repurchase and cancel 972000 restricted shares granted but not meeting the conditions for lifting the restrictions.
2、 Cancellation of some restricted shares in this repurchase
(I) reasons and quantity of repurchase
According to the provisions of the 2020 stock option and restricted stock incentive plan of the company, the incentive object does not hold relevant positions in the company due to resignation and layoffs of the company. The restricted shares granted to the incentive object but not lifted shall not be lifted and shall be cancelled by the company according to the repurchase price.
In view of the fact that 9 of the incentive objects granted restricted shares in the company's equity incentive plan resigned and no longer qualified as incentive objects, the board of directors of the company decided to repurchase and cancel 972000 restricted shares granted but not meeting the conditions for lifting the restrictions, accounting for 0.11% of the total share capital of 909382404 shares before cancellation.
(II) repurchase price and capital source
The repurchase price is the first grant price of 4.02 yuan / share, and the total amount of funds used for this repurchase is 3907440 yuan. The source of funds for this repurchase of restricted shares is the company's own funds.
(III) capital verification
Asia Pacific (Group) Certified Public Accountants (special general partnership) verified the reduction of registered capital and share capital of the company as of December 10, 2021 and issued the capital verification report (yahyyz (2022) No. 0167001). After verification, as of December 10, 2021, the company has paid a total of 3907440 yuan in monetary funds for the incentive repurchase of restricted shares, thus reducing the share capital by 972000 yuan.
(IV) completion of repurchase cancellation
As of the date of this announcement, the company has completed the repurchase and cancellation procedures of the above shares in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd.
3、 Changes in share capital after the repurchase and cancellation of some restricted shares
Share nature before this change and repurchase quantity after this change
Number (share) proportion (%) (share) number (share) proportion (%)
1、 Restricted conditions: 73101928 8.04 972000 72129928 7.94 tradable shares / non tradable shares
Executive lock up shares 67515928 7.42 0 67515928 7.43
Equity incentive restricted shares 5586000 0.61 972000 4614000 0.51
2、 Non sale conditions 836280476 91.96 0 836280476 92.06 tradable shares
3、 Total share capital 909382404 100.00 972000 908410404 100.00
4、 Impact on the company's performance
This repurchase and cancellation of some restricted stocks is the company's treatment of unqualified restricted stocks according to the 2020 stock option and restricted stock incentive plan. This repurchase will not have a great impact on the company's financial status and operating results, nor will it affect the enthusiasm and stability of the company's management team. The company's management team will continue to be diligent and conscientious, earnestly perform their duties and create value for shareholders.
5、 Impact on the conversion price of convertible corporate bonds
According to the relevant provisions of the company's prospectus for public issuance of convertible corporate bonds, after the issuance of "Shenglu convertible bonds", when the company's shares change due to the distribution of stock dividends, conversion to share capital, issuance of new shares or allotment of shares, distribution of cash dividends, etc. (excluding the increased share capital due to the conversion of convertible corporate bonds issued this time), The conversion price will be adjusted according to the following formula (keep two decimal places and round the last one):
Distribution of stock dividends or conversion to share capital: P1 = P0 / (1 + n);
Additional shares or allotment: P1 = (P0 + a) × k）/（1+k）；
The above two items shall be carried out simultaneously: P1 = (P0 + a) × k）/（1+n+k）；
Cash dividend: P1 = p0-d;
The above three items shall be carried out simultaneously: P1 = (p0-d + a) × k）/（1+n+k）。
Where: P0 refers to the transfer price before adjustment, n refers to the share dividend or share capital conversion rate, K refers to the new share price or allotment rate, a refers to the new share price or allotment price, D refers to the cash dividend per share, and P1 refers to the transfer price after adjustment.
When the above shares and / or shareholders' equity changes, the company will adjust the conversion price in turn, publish the announcement of the resolution of the board of directors on the information disclosure media of listed companies designated by the CSRC, and specify the date of conversion price adjustment, adjustment method and suspension period (if necessary). When the adjustment date of the conversion price is on or after the application date for conversion of convertible bonds issued this time and before the registration date of conversion shares, the application of the holder for conversion of shares shall be executed according to the adjusted conversion price of the company.
When the company may have share repurchase, merger, division or any other circumstances, which may change the class, quantity and / or shareholders' equity of the company's shares, which may affect the creditor's rights and interests of the holders of convertible bonds issued this time or the derivative rights and interests of convertible bonds, the company will be fair, just and The conversion price shall be adjusted in accordance with the principle of fairness and the principle of fully protecting the rights and interests of the holders of convertible bonds issued this time. At that time, the relevant laws and regulations of the state will be formulated to adjust the price of stock transfer and the relevant national laws and regulations.
According to the relevant provisions on the price adjustment of convertible bonds, the repurchase and cancellation of restricted shares is applicable to the above formula for issuing new shares or allotment of shares. After the completion of this repurchase and cancellation, the conversion price of Shenglu convertible bonds is P1 = (P0 + a) × k) / (1 + k) = 6.82 yuan / share (P0 = 6.82 yuan / share, a = 4.02 yuan / share, k = - 972000 / 909382404)
After calculation, after the completion of this restricted stock repurchase and cancellation, the price of Shenglu convertible bonds and shares has not changed, which is still 6.82 yuan / share.
It is hereby announced.
Guangdong Shenglu Telecommunication Tech.Co.Ltd(002446) board of directors February 18, 2002
