Securities code: 300724 securities abbreviation: Shenzhen S.C New Energy Technology Corporation(300724) Announcement No.: 2022-013 Shenzhen S.C New Energy Technology Corporation(300724)
On repurchase cancellation, some incentive objects have been granted
Announcement of restricted stocks that have not yet been unlocked
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.
Shenzhen S.C New Energy Technology Corporation(300724) (hereinafter referred to as “the company”) held the 9th meeting of the 4th board of directors and the 7th Meeting of the 4th board of supervisors on February 21, 2022, deliberated and adopted the proposal on repurchase and cancellation of restricted shares granted but not unlocked to some incentive objects. According to the measures for the administration of equity incentive of listed companies (hereinafter referred to as the “measures”) and other relevant laws and regulations, as well as the Shenzhen S.C New Energy Technology Corporation(300724) 2019 restricted stock incentive plan (Draft) and other relevant provisions, six incentive objects resigned for personal reasons, The company decided to repurchase and cancel the restricted shares granted but not unlocked in the 2019 restricted stock incentive plan (hereinafter referred to as “this repurchase and cancellation”). 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、 Relevant approval procedures have been performed for this incentive plan
1. On November 28, 2019, the company held the 14th meeting of the third board of directors and the 11th meeting of the third board of supervisors, deliberated and adopted the proposal on and summary and other proposals, The independent directors and supervisors of the company expressed their opinions on whether the incentive plan is conducive to the sustainable development of the company and whether there is any situation that obviously damages the interests of the company and all shareholders, and the lawyer issued a legal opinion on relevant matters.
2. From November 29, 2019 to December 10, 2019, the company publicized the list and positions of the granted incentive objects within the company. During the publicity period, the company did not receive any objection against the incentive objects. The board of supervisors reviewed the list of incentive objects of the incentive plan and explained the publicity.
3. On December 17, 2019, the company held the fifth extraordinary general meeting of shareholders in 2019, deliberated and approved the proposal of and summary, the proposal of 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 2019 and other relevant proposals. The board of directors of the company is authorized to determine the grant date of restricted shares, grant restricted shares to incentive objects when incentive objects meet the conditions, and handle all matters necessary for the grant; At the same time, the company disclosed the self inspection report on the trading of company shares by insiders of restricted stock incentive plan in 2019 and incentive objects according to the verification of insider information insiders and incentive objects.
4. On December 19, 2019, the company held the 15th meeting of the third board of directors and the 12th meeting of the third board of supervisors, and deliberated and adopted the proposal on granting restricted shares to incentive objects. The independent directors of the company gave their independent opinions on the above proposal, and the lawyer issued a legal opinion on relevant matters.
5. On June 9, 2021, the company held 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 adjusting the repurchase price of restricted shares in the 2019 restricted stock incentive plan, the proposal on repurchase and cancellation of restricted shares granted to some incentive objects but not unlocked Proposal on the achievement of unlocking conditions in the first unlocking period of 2019 restricted stock incentive plan. According to the relevant provisions of the Shenzhen S.C New Energy Technology Corporation(300724) 2019 restricted stock incentive plan (Draft), the five incentive objects have resigned for personal reasons and do not meet the incentive conditions. The restricted shares that have been granted but have not been lifted shall not be lifted, and the company shall repurchase and cancel them. Accordingly, the board of directors of the company agreed to repurchase and cancel a total of 11650 restricted shares granted but not unlocked by the above-mentioned personnel, with a repurchase price of 16.23 yuan / share. The independent directors of the company issued independent opinions, the board of supervisors issued verification opinions, and lawyers issued legal opinions on relevant matters.
6. On June 25, 2021, the company held the second extraordinary general meeting of shareholders in 2021, deliberated and approved the proposal on repurchase and cancellation of restricted shares granted to some incentive objects but not yet unlocked, and completed the repurchase and cancellation procedures of the above 11650 restricted shares on October 18, 2021.
7. On February 21, 2022, the company held the 9th meeting of the 4th board of directors and the 7th Meeting of the 4th board of supervisors, deliberated and approved the proposal on repurchase and cancellation of restricted shares granted to some incentive objects but not unlocked, and the proposal on achievement of unlocking conditions in the second unlocking period of 2019 restricted stock incentive plan, The independent directors of the company issued independent opinions, the board of supervisors issued verification opinions, and lawyers issued legal opinions on relevant matters.
2、 Reasons, quantity, price and source of funds for the cancellation of this restricted stock repurchase
(I) reasons and quantity of repurchase cancellation
According to the provisions of item 2 / (III) of Chapter 9 of the 2019 restricted stock incentive plan on the change and termination of the incentive plan: if the incentive object leaves the company due to resignation and layoffs, on the date of occurrence, the salary and assessment committee may decide that the restricted stock granted to the incentive object but not unlocked shall not be unlocked and shall be repurchased and cancelled by the listed company. Due to the resignation of six incentive objects for personal reasons, triggering the repurchase cancellation terms, the company plans to repurchase and cancel a total of 27249 restricted shares that have been granted but not unlocked.
(II) repurchase cancellation price
In accordance with the relevant provisions of Chapter IV of the 2019 restricted stock incentive plan, the specific contents of the incentive plan / item VI / (I), after the restricted stock granted to the incentive object completes the share registration, if the company has matters affecting the total amount of shares or the stock price of the company, such as the conversion of capital reserve into share capital, the distribution of stock dividends, the division of shares, the allotment or reduction of shares, and the distribution of dividends, The company shall make corresponding adjustment to the repurchase price of restricted shares that have not been unlocked. In case of dividend distribution, the adjusted repurchase price = the grant price before adjustment – the dividend per share. Under the restricted stock incentive plan in 2019, the grant price of restricted shares is 16.59 yuan / share; The company implemented and completed the 2019 annual equity distribution on June 24, 2020: Based on the company’s total share capital of 321220000 shares, the company distributed a cash dividend of 1.80 yuan (including tax) to all shareholders for every 10 shares, with a total cash dividend of 57819600.00 yuan (including tax); Implemented on June 4, 2021 and completed the annual equity distribution in 2020: Based on the company’s existing total share capital of 347700245 shares, a cash dividend of 1.80 yuan (tax included) was distributed to all shareholders for every 10 shares, with a total cash dividend of 62586044.10 yuan (tax included).
Therefore, the price of restricted shares granted but not unlocked to some incentive objects of the 2019 restricted stock incentive plan is 16.23 yuan / share.
(III) sources of funds for repurchase and cancellation
The repurchase price paid by the company for this restricted stock repurchase is all the company’s own funds. Calculated according to the current repurchase price, the repurchase amount is 442251.27 yuan.
3、 Changes in the company’s share capital structure after the cancellation of this repurchase
After the cancellation of this repurchase, the total share capital of the company will be changed from 348277595 shares to 348250346 shares. The changes in the capital structure of the company are as follows:
Before and after this change
Nature of shares (shares) number of shares
Number of shares (share) proportion (share) proportion
1、 78801806 22.63% – 27249 78774557 22.62% shares outstanding under Limited sales conditions
Executive lock up shares 77487796 22.25% – 77487796 22.25%
Equity incentive restricted shares 1314010 0 0.38% – 27249 1286761 0.37%
2、 269475789 77.37% – 269475789 77.38% shares outstanding without restrictions
3、 Total share capital 348277595 100.00% – 27249 348250346 100.00%
4、 Impact of this repurchase cancellation on the company
The company’s repurchase and cancellation of some restricted shares will not have a significant impact on the company’s financial status and operating results, nor will it affect the diligence of the company’s management team. The company’s management team will continue to earnestly perform their duties and create value for shareholders. After the completion of the repurchase and cancellation of restricted shares, the equity distribution of the company still meets the listing conditions.
5、 Independent opinions of independent directors
After verification, we agreed that the approval and decision-making procedures for the repurchase and cancellation of the company were legal and compliant. When the board of directors considered the above proposal, the related directors avoided voting on the proposal, which would not affect the continued implementation of the company’s restricted stock incentive plan in 2019, and would not damage the interests of the company and all shareholders, especially small and medium-sized shareholders, Nor will it have a significant impact on the company’s financial position and operating results. Therefore, we unanimously agree that the company will repurchase and cancel 27249 restricted shares granted but not unlocked to the six incentive objects who have resigned this time, and unanimously agree to submit the matter to the general meeting of shareholders of the company for deliberation.
6、 Opinions of the board of supervisors
After examination, the board of supervisors held that the original six incentive objects of the company resigned for personal reasons and no longer qualified as incentive objects. The board of supervisors agreed that the board of directors would repurchase and cancel the restricted shares of the above incentive objects that have not been unlocked in accordance with the relevant provisions of the Shenzhen S.C New Energy Technology Corporation(300724) 2019 restricted stock incentive plan (Draft). The procedures of the board of directors on the repurchase and cancellation of some restricted shares comply with relevant regulations, are legal and effective, and the repurchase and cancellation will not have a significant impact on the company’s financial status and operating results.
7、 Lawyer’s legal opinion and concluding observations
Beijing Kangda law firm believes that the repurchase cancellation of the company has obtained the necessary approval and authorization at this stage, which is in line with the relevant provisions of the company law, the securities law, the management measures and the incentive plan (Draft). The company shall timely perform the obligation of information disclosure on the cancellation of this repurchase, and go through the procedures of capital reduction and share cancellation registration in accordance with relevant regulations.
8、 Documents for future reference
1. Resolutions of the 9th meeting of the 4th board of directors of the company;
2. Resolutions of the 7th Meeting of the 4th board of supervisors of the company;
3. Independent opinions of the company’s independent directors on matters related to the ninth meeting of the Fourth Board of directors;
4. Legal opinion of Beijing Kangda law firm on the achievement of unlocking conditions in the second unlocking period of Shenzhen S.C New Energy Technology Corporation(300724) 2019 restricted stock incentive plan and matters related to the repurchase and cancellation of some restricted shares.
It is hereby announced.
Shenzhen S.C New Energy Technology Corporation(300724) board of directors February 21, 2022
