Securities code: 003021 securities abbreviation: Shenzhen Zhaowei Machinery&Electronic Co.Ltd(003021) Announcement No.: 2022-011 Shenzhen Zhaowei Machinery&Electronic Co.Ltd(003021)
Announcement on repurchasing and canceling some restricted stocks and canceling some stock options in the 2021 restricted stock and stock option incentive plan and adjusting the repurchase price
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 Zhaowei Machinery&Electronic Co.Ltd(003021) (hereinafter referred to as “the company”) held the 11th meeting of the second board of directors and the 11th meeting of the second board of supervisors on February 21, 2022, deliberated and adopted the proposal on repurchase and cancellation of some restricted shares and cancellation of some stock options, As the company’s restricted stock and stock option incentive plan in 2021 (Revised Draft) granted the incentive objects Zhang Yang and Tang Wenhua for the first time, and their resignation for personal reasons does not meet the conditions of incentive objects, the company plans to repurchase and cancel the restricted shares granted but not lifted and cancel the stock options granted but not exercised, The proposal shall be submitted to the general meeting of shareholders of the company for deliberation. Relevant matters are hereby announced as follows: I. relevant approval procedures for the incentive plan of restricted shares and stock options in 2021
(I) January 30, 2021, The company held the 23rd Meeting of the first board of directors and deliberated and adopted the proposal on the company’s 2021 restricted stock and stock option incentive plan (Draft) and its summary and the proposal on the company’s assessment and management method for the implementation of 2021 restricted stock and stock option incentive plan Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive and proposal on requesting the convening of the second extraordinary general meeting of shareholders in 2021. The independent directors of the company expressed independent opinions on this.
(II) January 30, 2021, The company held the 15th meeting of the first board of supervisors, deliberated and approved the proposal on the company’s incentive plan for restricted stocks and stock options in 2021 (Draft) and its summary, and the proposal on the measures for the implementation and assessment of the company’s incentive plan for restricted stocks and stock options in 2021 Proposal on verifying the list of incentive objects first granted by the company’s restricted stock and stock option incentive plan in 2021.
(III) from February 7, 2021 to February 17, 2021, the company publicized the names and positions of the incentive objects granted for the first time in the incentive plan. During the publicity period, the board of supervisors of the company did not receive any objection and no feedback record. On February 20, 2021, the company disclosed the announcement and verification report of the board of supervisors on the list of incentive objects first granted by the company’s restricted stock and stock option incentive plan in 2021. On February 26, 2021, the company disclosed the verification opinions of the board of supervisors on the list of incentive objects first granted by the company’s restricted stock and stock option incentive plan in 2021 (grant date).
(IV) on February 25, 2021, the company disclosed the self inspection report on the trading of the company’s shares by insiders and incentive objects of the restricted stock and stock option incentive plan in 2021.
(V) February 25, 2021, The company held the second extraordinary general meeting of shareholders in 2021, deliberated and approved the proposal on the company’s incentive plan for restricted stocks and stock options in 2021 (Draft) and its summary, and the proposal on the measures for the implementation and assessment of the company’s incentive plan for restricted stocks and stock options in 2021 Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive.
(VI) after the conclusion of the general meeting of shareholders on February 25, 2021, the company held the first meeting of the second board of directors and the first meeting of the second board of supervisors, and deliberated and adopted the proposal on granting restricted stocks and stock options to the incentive objects of the company’s restricted stock and stock option incentive plan in 2021 for the first time. The independent directors of the company expressed independent opinions on this.
(VII) on April 12, 2021, the company held the fourth meeting of the second board of directors and the fourth meeting of the second board of supervisors, deliberated and adopted the proposal on adjusting the incentive plan of restricted stocks and stock options in 2021. The board of supervisors of the company issued verification opinions on relevant matters, and Beijing Jinchengtongda (Shenzhen) law firm issued legal opinions.
(VIII) on April 20, 2021, after examination and confirmation by Shenzhen Stock Exchange and Shenzhen Branch of China Securities Depository and Clearing Co., Ltd., the company completed the first grant registration of restricted stock and stock option incentive plan in 2021, On April 21, 2021, the announcement on the completion of the registration of the first grant of restricted stock and stock option incentive plan in 2021 was disclosed.
(IX) on May 20, 2021, the company held the sixth meeting of the second board of directors and the sixth meeting of the second board of supervisors, deliberated and adopted the proposal on adjusting the reserved number of restricted shares, the number of stock options and the exercise price of the company’s 2021 equity incentive plan. The independent directors of the company issued independent opinions on the above matters, the board of supervisors of the company issued verification opinions on relevant matters, and Beijing Jinchengtongda (Shenzhen) law firm issued a legal opinion. (x) on January 8, 2022, the company held the 10th meeting of the second board of directors and the 10th meeting of the second board of supervisors, The proposal on the company’s 2021 restricted stock and stock option incentive plan (Revised Draft) and its summary and the proposal on the measures for the implementation and assessment of the company’s 2021 stock option and restricted stock incentive plan (Revised Draft) were reviewed and approved. The independent directors of the company expressed independent opinions on the above matters, and Beijing Jinchengtongda (Shenzhen) law firm issued a legal opinion.
（11） On January 26, 2022, the company held the first extraordinary general meeting of shareholders in 2022, deliberated and approved the proposal on the company’s 2021 restricted stock and stock option incentive plan (Revised Draft) and its summary, and the proposal on the measures for the implementation and assessment of the company’s 2021 stock option and restricted stock incentive plan (Revised Draft). （12） On February 21, 2022, the company held the 11th meeting of the second board of directors, deliberated and approved the proposal on granting restricted shares and stock options reserved in the 2021 restricted stock and stock option incentive plan to incentive objects, and the proposal on repurchase and cancellation of some restricted shares and cancellation of some stock options; The independent directors of the company expressed independent opinions on the above matters, and Beijing Jinchengtongda (Shenzhen) law firm issued a legal opinion.
On the same day, The company held the 11th meeting of the second board of supervisors, deliberated and approved the proposal on granting restricted shares and stock options to incentive objects in 2021, and the proposal on verifying the list of incentive objects in 2021 The board of supervisors issued verification opinions on the above matters in the proposal on repurchase and cancellation of some restricted shares and cancellation of some stock options. 2、 Reasons, quantity, price and source of funds for the cancellation of some restricted shares in this repurchase (I) reasons for the cancellation of repurchase
According to the Shenzhen Zhaowei Machinery&Electronic Co.Ltd(003021) 2021 restricted stock and stock option incentive plan (Revised Draft) (hereinafter referred to as “incentive plan (Revised Draft)”): the incentive object leaves the company due to resignation, layoffs and expiration of labor contract. The stock options granted to the incentive object but not exercised shall not be exercised and shall be cancelled by the company; The restricted shares granted to the incentive object but not yet lifted shall not be lifted, and shall be repurchased and cancelled by the company at the grant price.
Up to now, the company’s incentive objects Zhang Yang and Tang Wenhua have resigned for personal reasons and do not meet the conditions of incentive objects. The company plans to repurchase and cancel the restricted shares granted but not lifted. (II) repurchase price and quantity
According to the relevant provisions of the incentive plan (Revised Draft), 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 distribution of dividends, the company shall adjust the repurchase price and quantity of restricted shares that have not been lifted. Since the company completed the annual equity distribution in 2020 in May 2021, it is necessary to adjust the repurchase price and repurchase quantity of restricted shares of incentive objects that have not been lifted. The specific adjustment methods are as follows:
1. Adjustment method of repurchase price
(1) Conversion of capital reserve into share capital, distribution of stock dividends and stock splitting
P＝P0÷(1＋n)
Where: P0 is the grant price of restricted shares per share; N is the ratio of conversion of reserve fund per share into share capital, distribution of stock dividends and stock subdivision (i.e. the number of shares increased after conversion, distribution or stock subdivision of each share); P is the adjusted repurchase price of restricted shares per share.
According to the above calculation rules, the repurchase price of restricted shares in the company’s 2021 restricted stock and stock option incentive plan is 22.27 yuan / share.
2. Adjustment method of repurchase quantity
(1) Conversion of capital reserve into share capital, distribution of stock dividends and stock splitting
Q＝Q0 × (1＋n)
Where: Q0 is the number of restricted stocks before adjustment; N is the ratio of capital reserve per share converted into share capital, dividend distribution and stock subdivision (i.e. the number of shares increased after conversion, share distribution or subdivision of each share); Q is the adjusted number of restricted shares.
According to the above calculation rules, the number of restricted shares to be repurchased by the company this time is 9600 shares.
(III) sources of repurchase funds
The source of funds for the repurchase and cancellation of restricted shares is the company’s own funds. 3、 Reasons and quantity of some stock options cancelled this time
According to the incentive plan (Revised Draft): the incentive object leaves the company due to resignation, layoffs and expiration of the labor contract. The stock options granted to the incentive object but not exercised shall not be exercised and shall be cancelled by the company; The restricted shares granted to the incentive object but not yet lifted shall not be lifted, and shall be repurchased and cancelled by the company at the grant price.
Up to now, the company’s incentive objects Zhang Yang and Tang Wenhua have resigned for personal reasons and do not meet the conditions of incentive objects. The company plans to cancel a total of 24000 stock options granted but not exercised. 4、 Expected changes in the company’s share capital structure after the cancellation of this repurchase
Before and after this change
Class of shares
Number of shares (shares) proportion change number of shares (shares) number of shares (shares) proportion
Shares with limited sales conditions 111162720 64.84% – 9600 111153120 64.84%
Shares without sale conditions 60272000 35.16% 0 60272000 35.16%
Total number of shares 171434720 100% – 9600 171425120 100%
Note: the share data before this change in the above table is the statistical data as of the date of this announcement; On February 21, 2022, the company held the 11th meeting of the second board of directors and the 11th meeting of the second board of supervisors, deliberated and adopted the proposal on granting restricted shares and stock options reserved for the incentive plan of 2021 restricted shares and stock options to incentive objects, and the company plans to cancel the repurchase after the grant of reserved restricted shares is completed, After the grant of reserved restricted shares and the cancellation of this repurchase, it is expected that the total share capital of the company will be adjusted to 171574400 shares, and the shares with limited sales conditions of the company will be adjusted to 111302400 shares, accounting for 64.87% of the total share capital of the company; It is expected that the company’s shares with no sale conditions will be adjusted to 60272000 shares, accounting for 35.13% of the company’s total share capital; The specific share data in the above table will be subject to the actual situation. 5、 Impact on the company
The repurchase and cancellation of some restricted shares and the cancellation of some stock options will not have a substantive impact on the company’s financial status and operating results, nor will it affect the implementation of the company’s incentive plan for restricted shares and stock options in 2021 and the diligence of the company’s management team. The company’s management team will continue to earnestly perform its duties and strive to create value for shareholders. 6、 Opinions of independent directors
The independent directors of the company believe that the repurchase and cancellation of the restricted shares granted but not yet lifted by the company’s two resigned incentive objects and the cancellation of their granted but not exercised stock options will not have a material impact on the company’s financial status and operating results, and there is no situation that will damage the interests of the listed company and all shareholders. The deliberation procedures of the board of directors on the repurchase and cancellation of some restricted shares and the cancellation of some stock options comply with the provisions of the company law, the securities law, the measures for the administration of equity incentive of listed companies, the incentive plan (Revised Draft) and other relevant laws, regulations and normative documents. To sum up, the independent directors unanimously agreed that the Company repurchased and cancelled 9600 shares of restricted shares granted but not yet lifted by the two resigned incentive objects and 24000 shares of stock options granted but not yet exercised, and agreed to submit the matter to the general meeting of shareholders of the company for deliberation. 7、 Opinions of the board of supervisors
The board of supervisors of the company believes that up to now, the two incentive objects Zhang Yang and Tang Wenhua of the company have gone through relevant resignation procedures, resulting in that they no longer meet the incentive object conditions of the incentive plan (Revised Draft). The company plans to repurchase and cancel 9600 restricted shares that have been granted but have not been lifted, And plans to cancel the 24000 stock options granted but not yet exercised. The board of supervisors has verified the repurchase and cancellation of some restricted shares, the cancellation of some stock options and the list of incentive objects, and the repurchase and cancellation of some restricted shares
