Securities code: 300035 securities abbreviation: Hunan Zhongke Electric Co.Ltd(300035) Announcement No.: 2022-011 Hunan Zhongke Electric Co.Ltd(300035)
On repurchase and cancellation of 2018 restricted stock incentive plan
Announcement of some restricted stocks
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
Hunan Zhongke Electric Co.Ltd(300035) (hereinafter referred to as “the company” or ” Hunan Zhongke Electric Co.Ltd(300035) “) held the 10th meeting of the 5th board of directors and the 10th meeting of the 5th board of supervisors on February 19, 2022. The proposal on repurchase and cancellation of some restricted shares in the 2018 restricted stock incentive plan was deliberated and adopted. This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation. The relevant matters are hereby announced as follows:
1、 The company’s 2018 restricted stock incentive plan has fulfilled the relevant approval procedures
1. On December 12, 2018, the company held the 14th meeting of the 4th board of directors, deliberated and approved the proposal on the company’s 2018 restricted stock incentive plan (Draft) and its summary, and the proposal on the company’s assessment management measures for the implementation of 2018 restricted stock incentive plan The independent directors of the company expressed their independent opinions on the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive. 2. On December 12, 2018, the company held the 10th meeting of the 4th board of supervisors, deliberated and adopted the proposal on the company’s 2018 restricted stock incentive plan (Draft) and its summary, and the proposal on the company’s assessment management measures for the implementation of 2018 restricted stock incentive plan Proposal on verifying the company’s list of some incentive objects granted for the first time under the 2018 restricted stock incentive plan, etc.
3. From December 13, 2018 to December 22, 2018, the company publicized the list of some incentive objects granted by the restricted stock incentive plan in 2018 for the first time through the internal bulletin board. Within the time limit of publicity, no organization or individual raised objections or adverse reactions, and there was no feedback record. On December 24, 2018, the company announced the review opinions and publicity statement of the board of supervisors on the list of some incentive objects granted for the first time by the company’s restricted stock incentive plan in 2018. The board of supervisors checked the list of some incentive objects granted for the first time and explained the publicity.
4. On December 28, 2018, the draft of the company’s incentive plan and its restrictive management plan were reviewed and approved Proposals such as the proposal on requesting 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 company shares by insiders and incentive objects of the company’s 2018 restricted stock incentive plan.
5. On January 18, 2019, the company held the 15th meeting of the 4th board of directors and the 11th meeting of the 4th board of supervisors, deliberated and adopted the proposal on adjusting the list and number of incentive objects granted for the first time in the 2018 restricted stock incentive plan and the proposal on the company granting restricted shares to incentive objects for the first time, The independent directors of the company express their independent opinions on the adjustment and grant of the incentive plan.
6. On February 25, 2019, the company disclosed the announcement on the completion of the registration of the first grant of restricted stock incentive plan in 2018. So far, the company has completed the first grant and registration of restricted stock in 2018. The listing date of restricted shares first granted by the restricted stock incentive plan is February 27, 2019.
7. On December 20, 2019, the company held the 20th meeting of the 4th board of directors and the 16th meeting of the 4th board of supervisors, deliberated and adopted the proposal on granting reserved restricted shares to incentive objects. Take December 20, 2019 as the reserved grant date, and grant 2 million restricted shares to 25 incentive objects at the price of 3.67 yuan / share. The independent directors of the company express their independent opinions on the granting of reserved parts of the incentive plan.
8. On March 9, 2020, the company disclosed the announcement on the completion of the grant registration of the reserved part of the 2018 restricted stock incentive plan. Since the incentive object director Mr. PI Tao reduced his holdings of the company’s non tradable shares through centralized bidding, the grant registration of the restricted shares of the equity incentive plan of Mr. PI Tao was suspended according to relevant regulations, Therefore, the number of registrants of some reserved restricted shares granted this time is 24, and 1.37 million restricted shares have been actually registered this time. The listing date is March 11, 2020.
9. On March 13, 2020, the company held the 21st Meeting of the 4th board of directors and the 17th meeting of the 4th board of supervisors, and deliberated and adopted the proposal on the achievement of lifting the restrictions during the first lifting period of the restricted stock incentive plan in 2018, the proposal on repurchase and cancellation of some restricted stocks in the restricted stock incentive plan in 2018 In the proposal on adjusting the repurchase price of restricted shares under the 2018 restricted stock incentive plan, the independent directors of the company expressed their independent opinions on the relevant proposals.
10. On March 19, 2020, the company disclosed the suggestive announcement on the release of restricted shares in the first release period of the first part of the Restricted Shares Incentive Plan in 2018. According to the authorization of the third extraordinary general meeting of shareholders in 2018 to the board of directors, The company has gone through the listing and circulation procedures of some shares in the first lifting period granted by the restricted stock incentive plan in 2018. There are 124 incentive objects who meet the conditions for lifting the restrictions, and the number of restricted shares lifted this time is 5288400 shares. The listing and circulation date of the restricted shares whose sales restrictions are lifted this time is March 23, 2020.
11. On May 12, 2020, the company held the 2019 annual general meeting of shareholders, deliberated and approved the proposal on repurchasing and canceling some restricted shares under the 2018 restricted stock incentive plan, the proposal on changing the registered capital of the company and amending the corresponding provisions of the articles of association, and disclosed the announcement on Repurchasing and canceling some restricted shares and reducing capital and notifying creditors.
12. On June 18, 2020, the company disclosed the announcement on the completion of the repurchase and cancellation of some restricted shares in the 2018 restricted stock incentive plan. After examination and confirmation by Shenzhen Branch of China Securities Depository and Clearing Corporation, the repurchase and cancellation of some restricted shares (21600 shares) in the 2018 restricted stock incentive plan of the company was completed on June 16, 2020. After the cancellation of this repurchase, the total share capital of the company was changed from 641974424 shares to 641952824 shares.
13. On September 4, 2020, the company disclosed the announcement on the completion of the registration of the reserved part of the 2018 restricted stock incentive plan, and completed the registration of 630000 restricted shares granted to Mr. PI Tao, the director and deputy general manager of the incentive plan. The listing date is September 8, 2020. So far, the company has completed the grant and registration of the reserved portion of restricted shares in 2018, and the total registered share capital of the company has been changed from 641952824 shares to 6425824 shares.
14. On February 26, 2021, the company held the fourth meeting of the Fifth Board of directors and the fourth meeting of the Fifth Board of supervisors, and deliberated and adopted the proposal on the achievement of lifting the restrictions during the second lifting period of the first granting of restricted stock incentive plan in 2018 The proposal on the achievement of the first lifting of the restrictions in the first lifting period of the reserved grant part of the restricted stock incentive plan in 2018, the proposal on the repurchase and cancellation of some restricted stocks in the restricted stock incentive plan in 2018, and the proposal on adjusting the repurchase price of restricted stocks in the restricted stock incentive plan in 2018, The independent directors of the company have expressed their independent opinions on relevant proposals.
15. On March 16, 2021, the company disclosed the suggestive announcement on the release of restricted shares in the second release period of the first grant of Restricted Shares Incentive Plan in 2018. According to the authorization of the third extraordinary general meeting of shareholders in 2018 to the board of directors, The company has gone through the procedures for the listing and circulation of some shares in the second lifting period of the first grant of restricted stock incentive plan in 2018. There are 120 incentive objects who meet the conditions for lifting the restrictions. The number of restricted shares lifted this time is 6.956 million, and the listing and circulation date of restricted shares lifted this time is March 19, 2021; On March 16, 2021, the company disclosed the suggestive announcement on the release of restricted shares during the first release period of the reserved grant part of the restricted stock incentive plan in 2018. According to the authorization of the third extraordinary general meeting of shareholders in 2018 to the board of directors, The company has gone through the procedures for listing and circulation of shares in the first period of lifting the restrictions on sale in the reserved grant part of the restricted stock incentive plan in 2018. There are 24 incentive objects (except Mr. PI Tao, director and deputy general manager) who meet the conditions for lifting the restrictions on sale this time. The number of restricted shares lifted this time is 685000 shares, The listing and circulation date of the restricted shares whose sales restrictions are lifted this time is March 19, 2021.
16. On April 16, 2021, the company disclosed the announcement on the completion of the repurchase and cancellation of some restricted shares in the 2018 restricted stock incentive plan. After examination and confirmation by Shenzhen Branch of China Securities Depository and Clearing Corporation, the repurchase and cancellation of some restricted shares (217000 shares) in the 2018 restricted stock incentive plan of the company was completed on April 15, 2021. After the cancellation of this repurchase, the total share capital of the company was changed from 642582824 shares to 642365824 shares.
17. On September 6, 2021, the company disclosed the suggestive announcement on the release of restricted shares during the first release period of the reserved grant part of the restricted stock incentive plan in 2018. According to the authorization of the third extraordinary general meeting of shareholders in 2018 to the board of directors, The company has gone through the listing and circulation procedures for the first release period of 630000 shares granted to Mr. PI Tao in the 2018 restricted stock incentive plan. The number of restricted shares released this time is 315000 shares, and the listing and circulation date of restricted shares released this time is September 8, 2021.
18. On February 19, 2022, the company held the 10th meeting of the 5th board of directors and the 10th meeting of the 5th board of supervisors, deliberated and adopted the proposal on the achievement of lifting the restrictions during the third lifting period of the first granting of restricted stock incentive plan in 2018 The proposal on the achievement of lifting the restrictions in the second lifting period of the reserved grant part of the restricted stock incentive plan in 2018, the proposal on repurchase and cancellation of some restricted stocks in the restricted stock incentive plan in 2018, and the proposal on adjusting the repurchase price of restricted stocks in the restricted stock incentive plan in 2018. The independent directors of the company have expressed their independent opinions on relevant proposals.
2、 Reason, quantity, price and capital source of this repurchase
1. Reasons and quantity of repurchase cancellation
According to the relevant provisions of “Chapter XIII handling of changes in the company / incentive object” in the company’s 2018 restricted stock incentive plan (Draft): the incentive object resigns for personal reasons, or changes in position due to incompetence, violation of law, violation of professional ethics, disclosure of public driver secrets, dereliction of duty or dereliction of duty and other acts that damage the interests or reputation of the company, Or if the company terminates the labor relationship with the incentive object due to the above reasons, the restricted shares granted to the incentive object but not lifted shall not be lifted, and the company shall repurchase and cancel them.
As five of the first incentive objects granted by the company’s restricted stock incentive plan in 2018 and one of the reserved incentive objects quit for personal reasons and no longer meet the conditions for becoming an incentive object, the company needs to repurchase and cancel a total of 158000 restricted shares granted but not lifted.
Therefore, the company plans to repurchase and cancel 158000 restricted shares of the above six persons, accounting for 0.02% of the company’s current total share capital.
2. Repurchase price
According to the relevant provisions of “chapter XIV principles for repurchase and cancellation of restricted shares” in the company’s 2018 restricted stock incentive plan (Draft): “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 dividend distribution, the company shall adjust the repurchase price of the restricted shares that have not been lifted. Dividend distribution: P = p0-v (where: P is the adjusted repurchase price of restricted shares per share; P0 is the adjusted repurchase price of restricted shares per share; V is the dividend per share; P is the adjusted repurchase price of restricted shares per share) “; “If the company repurchases or cancels restricted shares in accordance with the provisions of this incentive plan, unless otherwise agreed in this plan, the repurchase price shall be the sum of the grant price and the interest of the bank’s fixed deposit in the same period. If the incentive object resigns for personal reasons, the repurchase price shall be the grant price.” (1) Price adjustment of partial repurchase granted for the first time
Whereas the company implemented the 2018 annual equity distribution plan on May 28, 2019, and distributed a cash dividend of RMB 0.3 (tax included) for every 10 shares to all shareholders based on the company’s total 535706058 shares. According to the relevant provisions of the company’s 2018 restricted stock incentive plan (Draft) and the authorization of the company’s third extraordinary general meeting in 2018, The 21st Meeting of the 4th board of directors and the 17th meeting of the 4th board of supervisors held on March 13, 2020 considered and approved the proposal on adjusting the repurchase price of restricted shares under the 2018 restricted stock incentive plan, and decided to adjust the repurchase price of restricted shares granted for the first time under the 2018 restricted stock incentive plan to 2.43 yuan / share. Whereas the company implemented the 2019 equity distribution plan on June 30, 2020, and distributed a cash dividend of RMB 0.6 (including tax) to all shareholders for every 10 shares based on the total registered share capital of 641952824 shares. Therefore, according to the company’s 2018
