Securities code: 300188 securities abbreviation: Xiamen Meiya Pico Information Co.Ltd(300188) Announcement No.: 2022-09
Xiamen Meiya Pico Information Co.Ltd(300188)
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.
Xiamen Meiya Pico Information Co.Ltd(300188) (hereinafter referred to as "the company" or " Xiamen Meiya Pico Information Co.Ltd(300188) ") convened the sixth meeting of the Fifth Board of directors and the fifth meeting of the Fifth Board of supervisors on February 22, 2022, and deliberated and adopted the proposal on canceling some stock options and repurchasing and canceling some restricted shares. Since May 2021, 81 original incentive objects in the company's 2019 stock option and restricted stock incentive plan (hereinafter referred to as the "incentive plan") have failed to meet the equity incentive conditions due to resignation; The company completed the general election of the board of supervisors in August 2021, and Mr. Xu Guangfeng was elected as the employee representative supervisor of the Fifth Board of supervisors of the company. As Mr. Xu Guangfeng is the incentive object of the company's 2019 stock option and restricted stock incentive plan, according to the company law, Shenzhen stock exchange gem stock listing rules (revised in December 2020) and other laws and regulations According to the relevant provisions of normative documents and the company's 2019 stock option and restricted stock incentive plan (Draft), the company's supervisors shall not be the object of equity incentive; Three equity incentive objects of the company applied to withdraw from the incentive plan for personal reasons. Based on the above reasons, according to the relevant provisions of the company's 2019 stock option and restricted stock incentive plan (Draft), the board of directors of the company plans to cancel the stock options granted to the above 85 incentive objects who do not meet the equity incentive conditions and apply for withdrawal from the incentive plan, and repurchase and cancel the restricted shares granted but not lifted. The specific contents are hereby announced as follows:
1、 Brief introduction to the implementation of stock option and restricted stock incentive plan in 2019
1. On March 28, 2019, the sixth meeting of the Fourth Board of directors of the company deliberated and adopted the 2019 stock option and restricted stock incentive plan (Draft) and its summary (hereinafter referred to as "incentive plan (Draft)") Measures for the administration of the implementation and assessment of stock option and restricted stock incentive plan in 2019 (hereinafter referred to as "measures for the administration of equity incentive assessment"), proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive plan, etc; The sixth meeting of the Fourth Board of supervisors of the company considered the above matters and verified the list of incentive objects granted for the first time in the equity incentive plan; The independent directors of the company expressed their independent opinions on whether the equity incentive plan is conducive to the sustainable development of the company and whether there is any situation damaging the interests of the company and all shareholders.
2. From March 30, 2019 to April 8, 2019, the company publicized the names and positions of the incentive objects granted for the first time in the company's internal OA office system and internal mail system. The board of supervisors issued verification opinions on the publicity, and on April 9, 2019, issued the statement and verification opinions of the board of supervisors on the publicity of the list of incentive objects first granted under the 2019 stock option and restricted stock incentive plan.
3. On April 18, 2019, the 2018 annual general meeting of shareholders of the company deliberated and approved the 2019 stock option and restricted stock incentive plan (Draft) and its summary, the management measures for the implementation and assessment of 2019 stock option and restricted stock incentive plan, and the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to the equity incentive plan.
4. On May 16, 2019, the company held the 8th meeting of the 4th board of directors and the 8th meeting of the 4th board of supervisors, deliberated and adopted the proposal on adjusting the list, number and price of incentive objects granted for the first time in 2019 stock option and restricted stock incentive plan and the proposal on granting stock option and restricted stock to incentive objects for the first time. The independent directors of the company expressed their independent opinions on this. The board of supervisors verified the adjusted list of some incentive objects granted for the first time and issued verification opinions.
5. On June 6, 2019, the company issued the announcement on the completion of the registration of the first grant of stock option and restricted stock incentive plan in 2019, and completed the first grant of stock option and restricted stock in the incentive plan on June 11, 2019.
6. On July 17, 2019, the company held the 9th meeting of the 4th board of directors and the 9th meeting of the 4th board of supervisors. On August 2, 2019, the company held the first extraordinary general meeting of shareholders, deliberated and adopted the proposal on canceling some stock options and repurchasing and canceling some restricted shares. This part of stock options / restricted stocks has completed the cancellation / repurchase cancellation procedures in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd.
7. On September 29, 2019, the company held the 12th meeting of the 4th board of directors and the 11th meeting of the 4th board of supervisors. On October 16, 2019, the second extraordinary general meeting of shareholders in 2019 was held, and the proposal on canceling some stock options and repurchasing and canceling some restricted shares was deliberated and adopted. This part of stock options / restricted stocks has completed the cancellation / repurchase cancellation procedures in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd.
8. On January 23, 2020, the company held the 15th meeting of the 4th board of directors and the 14th meeting of the board of supervisors, deliberated and adopted the proposal on granting reserved rights and interests of 2019 stock option and restricted stock incentive plan to incentive objects. The independent directors of the company expressed their independent opinions on this. The board of supervisors verified the list of some incentive objects granted with reserved rights and interests and issued verification opinions.
9. On February 25, 2020, the company issued the announcement on the completion of the registration of the grant of some restricted shares reserved in the 2019 equity incentive plan; On February 26, 2020, the company issued the suggestive announcement on the completion of the registration of granting reserved stock options in 2019 equity incentive plan, and completed the granting of reserved stock options and restricted shares in this incentive plan on February 26, 2020.
10. On March 27, 2020, the company held the 16th meeting of the 4th board of directors and the 15th meeting of the 4th board of supervisors. On April 21, 2020, the 2019 annual general meeting of shareholders was held, and the proposal on cancellation of some stock options and repurchase and cancellation of some restricted shares was deliberated and adopted, This part of stock options / restricted stocks has completed the cancellation / repurchase cancellation procedures in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. 11. On June 1, 2020, the 18th meeting of the 4th board of directors and the 17th meeting of the 4th board of supervisors deliberated and adopted the proposal on adjusting the exercise price of stock options, and the independent directors of the company expressed independent opinions on relevant matters.
On June 16, 2020, the first unlocking period of some restricted shares was granted for the first time to unlock the listing and circulation of shares, and the first vesting period of some stock options was granted for the first time.
12. On August 26, 2020, the company held the 19th meeting of the 4th board of directors and the 18th meeting of the 4th board of supervisors, and the first extraordinary general meeting of shareholders in 2020 was held on December 14, 2020. The proposal on canceling some stock options and repurchasing and canceling some restricted shares was deliberated and adopted. This part of stock options / restricted stocks has completed the cancellation / repurchase cancellation procedures in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd.
13. On November 26, 2020, the company held the 21st Meeting of the 4th board of directors and the 20th meeting of the 4th board of supervisors, and the first extraordinary general meeting of shareholders in 2020 was held on December 14, 2020. The proposal on canceling some stock options and repurchasing and canceling some restricted shares was deliberated and adopted. This part of stock options / restricted stocks has completed the cancellation / repurchase cancellation procedures in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd.
14. On March 29, 2021, the company held the 22nd Meeting of the 4th board of directors and the 21st Meeting of the 4th board of supervisors. On April 20, 2021, the 2020 annual general meeting of shareholders was held, and the proposal on canceling some stock options and repurchasing and canceling some restricted shares was deliberated and adopted. This part of stock options / restricted stocks has completed the cancellation / repurchase cancellation procedures in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd.
15. On June 18, 2021, the company held the 24th Meeting of the 4th board of directors and the 23rd Meeting of the 4th board of supervisors, deliberated and adopted the proposal on the achievement of the conditions for the first granting of part of the second exercisable rights / lifting of the restriction period of the company's stock option and restricted stock incentive plan in 2019 Proposal on the achievement of the conditions for reserving and granting part of the first exercisable right / lifting the restriction period in the company's 2019 stock option and restricted stock incentive plan, proposal on Canceling Part of stock options and repurchasing and canceling part of restricted shares The independent directors of the company expressed their independent opinions on the proposal on canceling the first vesting period of stock options and restricted stock incentive plan in 2019 and the proposal on adjusting the exercise price of stock options. On August 27, 2021, the company held the first extraordinary general meeting of shareholders in 2021, deliberated and approved the proposal on canceling some stock options and repurchasing and canceling some restricted shares.
16. On February 22, 2022, the company held the sixth meeting of the Fifth Board of directors and the fifth meeting of the Fifth Board of supervisors, deliberated and adopted the proposal on canceling some stock options and repurchasing and canceling some restricted shares, and published the capital reduction announcement on repurchasing and canceling restricted shares in the newspaper.
2、 The reason, quantity, price and capital source of the cancellation of stock options and the repurchase and cancellation of restricted shares
1. Cancellation of stock options and repurchase and cancellation of restricted shares this time
(1) Cancellation of stock options
According to the relevant provisions of the company's 2019 stock option and restricted stock incentive plan (Draft), the board of directors of the company plans to cancel all stock options granted but not exercised due to the resignation of 65 incentive objects granted stock options and their application for withdrawal from the incentive plan. The total number of stock options cancelled this time is 133390. Among them, 109140 stock options were granted for the first time and 24250 stock options were reserved for grant.
(2) Repurchase and cancellation of restricted shares
1) Basic information of this repurchase cancellation
According to the relevant provisions of the company's 2019 stock option and restricted stock incentive plan (Draft), the board of directors of the company plans to repurchase and cancel the restricted shares granted but not lifted due to the resignation of 56 incentive objects granted restricted shares, the status of supervisor and the application for withdrawal from the incentive plan. The total number of restricted shares cancelled in this repurchase is 233640, accounting for 0.0289% of the total share capital of the company on the date of this announcement, including 205890 restricted shares granted for the first time and 27750 restricted shares reserved for grant.
2) Repurchase quantity, repurchase price and adjustment basis
According to the relevant provisions of "Chapter V specific contents of incentive plan" (IX) repurchase and cancellation of restricted shares "in the company's 2019 stock option and restricted stock incentive plan (Draft), after the grant date, if Xiamen Meiya Pico Information Co.Ltd(300188) capital reserve is converted into share capital, stock dividends are distributed, shares are split, shares are allotted or reduced In case of dividend distribution and other matters affecting the total share capital or stock price of the company, the company shall adjust the repurchase quantity and repurchase price of restricted shares that have not been lifted.
Since the first grant and reserved grant of restricted shares in the company's 2019 stock option and restricted stock incentive plan (Draft), the company has implemented two equity distributions: on June 3, 2020, the company implemented the 2019 annual equity distribution, sending RMB 0.9 (including tax) to all shareholders for every 10 shares. On June 18, 2021, the company implemented the 2020 annual equity distribution and distributed RMB 1.3 (tax included) in cash to all shareholders for every 10 shares. In addition, the company has no other events affecting the number or price of restricted shares.
The cancellation of restricted stock repurchase does not involve the adjustment of repurchase quantity, but only the adjustment of repurchase price. The adjustment method of dividend distribution repurchase price is as follows:
P = P0 － V, where: P is the adjusted repurchase price and P0 is the grant price before adjustment; V is the dividend per share.
For the first grant of stock option and restricted stock incentive plan in 2019, the grant date is May 16, 2019, the grant price is 8.55 yuan / share, and the repurchase price is adjusted as follows according to the dividend distribution:
P = P0 － v = 8.55 yuan / share -0.09 yuan / share -0.13 yuan / share = 8.33 yuan / share.
The reserved grant part of the 2019 stock option and restricted stock incentive plan is granted on January 23, 2020. The grant price is 10.69 yuan / share, and the repurchase price is adjusted as follows according to the dividend distribution:
P = P0 － v = 10.69 yuan / share -0.09 yuan / share -0.13 yuan / share = 10.47 yuan / share.
3) Total repurchase funds and sources of funds
The repurchase cancelled 205890 shares of restricted shares granted for the first time, with a repurchase price of 8.33 yuan / share and a repurchase fund of 1715063.70 yuan; A total of 27750 restricted shares that have been granted but have not been lifted are repurchased and cancelled. The repurchase price is 10.47 yuan / share and the repurchase fund is 290542.50 yuan. The total repurchase fund is 2005606.20 yuan, and all the repurchase funds are the company's own funds.
3、 Changes in the company's equity structure after the cancellation of this repurchase
Before and after this change
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