Securities code: 300935 securities abbreviation: Beijing Yjk Building Software Co.Ltd(300935) Announcement No.: 2022-004 Beijing Yjk Building Software Co.Ltd(300935)
Announcement on adjusting the grant price of restricted stock incentive plan in 2021
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.
Beijing Yjk Building Software Co.Ltd(300935) (hereinafter referred to as “the company”) deliberated and adopted the proposal on adjusting the grant price of restricted stock incentive plan in 2021 at the ninth meeting of the third board of directors and the eighth meeting of the third board of supervisors held on February 22, 2022, Agree to adjust the grant price of the incentive plan from 38.88 yuan / share to 38.08 yuan / share in accordance with the relevant provisions of the company’s 2021 restricted stock incentive plan (Draft) (hereinafter referred to as the “incentive plan” or the “incentive plan”). The relevant matters are explained as follows:
1、 Relevant approval procedures of the incentive plan have been performed
1. On April 26, 2021, the company held the fifth meeting of the third board of directors and the fourth meeting of the third board of supervisors, deliberated and adopted the proposal on the company’s restricted stock incentive plan in 2021 (Draft) > and its summary and other proposals related to the incentive plan. The independent directors of the company expressed their independent opinions, The board of supervisors checked the list of incentive objects granted restricted shares for the first time.
2. From April 28, 2021 to May 8, 2021, the company publicized the names and positions of incentive objects within the company. During the publicity period, the board of supervisors did not receive any objection related to the incentive object granted for the first time in this incentive plan. On May 13, 2021, the board of supervisors issued the review opinions and publicity statement of the board of supervisors on the list of incentive objects of the company’s restricted stock incentive plan in 2021. On the same day, the company disclosed the self inspection report on the trading of the company’s shares by insiders and incentive objects of the restricted stock incentive plan in 2021.
3. On May 19, 2021, the company held the 2020 annual general meeting of shareholders, The proposal on the company’s 2021 restricted stock incentive plan (Draft) and its summary, the proposal on the measures for the implementation and assessment of the company’s 2021 restricted stock incentive plan, and the proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s equity incentive plan were reviewed and approved.
4. On May 19, 2021, the company held the sixth meeting of the third board of directors and the fifth meeting of the third board of supervisors, deliberated and adopted the proposal on granting restricted shares to incentive objects for the first time. It is agreed to determine May 19, 2021 as the first grant date and grant 601000 class II restricted shares to 94 incentive objects. The independent directors of the company expressed their independent opinions, and the board of supervisors checked the list of incentive objects granted restricted shares for the first time.
5. On February 22, 2022, the company held the 9th meeting of the 3rd board of directors and the 8th meeting of the 3rd board of supervisors, deliberated and approved the proposal on adjusting the grant price of the restricted stock incentive plan in 2021 and the proposal on granting some restricted shares reserved in the restricted stock incentive plan in 2021 to incentive objects. The independent directors of the company expressed their independent opinions, and the board of supervisors checked the list of incentive objects granted and reserved some restricted shares.
2、 Reasons and methods of adjustment
1. Reason for adjustment
On May 19, 2021, the company held the 2020 annual general meeting of shareholders, deliberated and passed the proposal on the 2020 profit distribution plan. Based on the total share capital of the company of 56505000 shares, this profit distribution distributed cash dividends of 8 yuan (tax included) for every 10 shares to all shareholders, with a total cash dividends of 45204000 yuan (tax included), without bonus shares, Capital reserve shall not be converted into share capital. On May 25, 2021, the company disclosed the announcement on the implementation of annual equity distribution in 2020. The equity registration date is May 28, 2021 and the ex right and ex interest date is May 31, 2021.
Considering that the above profit distribution plan has been implemented, according to Article 2 of Chapter IX of the incentive plan, if the company has matters such as capital reserve conversion to share capital, distribution of stock dividends, share splitting, allotment, reduction of shares or dividend distribution from the date of announcement of the incentive plan to the date when the incentive object completes the ownership of restricted shares, The grant price of restricted shares shall be adjusted accordingly.
2. Adjustment method
According to the provisions of the company’s incentive plan, the adjustment method of the grant price is as follows:
P＝P0-V
Where: P0 is the grant price before adjustment; V is the dividend per share; P is the adjusted grant price. After dividend adjustment, P must still be greater than 1.
According to the above formula, the adjusted grant price = 38.88-0.80 = 38.08 yuan / share.
3、 Impact of this adjustment on the company
The company’s adjustment of the grant price of the restricted stock incentive plan in 2021 complies with the relevant provisions of the measures for the administration of equity incentive of listed companies and the company’s incentive plan, and will not have a material impact on the company’s financial status and operating results.
4、 Opinions of independent directors
The independent directors believe that the adjustment of the grant price of restricted shares of the company complies with the provisions on the adjustment method of the grant price in the administrative measures for equity incentive of listed companies and the incentive plan of the company. The adjustment is within the scope of the matters authorized by the board of directors at the 2020 annual general meeting of shareholders of the company, and the necessary approval procedures have been performed, The adjustment of the grant price is legal and effective. The voting procedures comply with the company law of the people’s Republic of China, the securities law of the people’s Republic of China and other relevant laws and regulations, as well as the relevant provisions of the articles of association. We agree that the company will adjust the grant price of the restricted stock incentive plan in 2021.
5、 Opinions of the board of supervisors
The board of supervisors believes that the annual equity distribution of the company in 2020 has been completed on May 31, 2021. The board of directors of the company adjusted the grant price of the company’s restricted stock incentive plan in 2021 according to the authorization of the 2020 annual general meeting of shareholders, and the deliberation procedures are legal and compliant, in line with the measures for the administration of equity incentive of listed companies and other relevant laws, regulations The normative documents and the relevant provisions of the company’s incentive plan do not harm the interests of the company and all shareholders. Therefore, the board of supervisors agreed to adjust the grant price of the restricted stock incentive plan in 2021 from 38.88 yuan / share to 38.08 yuan / share.
6、 Concluding observations of legal opinions
Shanghai jintiancheng (Beijing) law firm believes that as of the date of issuance of this legal opinion, the matters related to this grant of the company have obtained the necessary approval and authorization at this stage; The adjusted grant price, the date of grant and the object of grant are in line with the relevant provisions of the administrative measures and the 2021 restricted stock incentive plan (Draft); As of the grant date of this grant, the grant conditions of this grant have been met. This adjustment and this grant still need to continue to perform the obligation of information disclosure according to law.
7、 Documents for future reference
1. Resolutions of the 9th meeting of the 3rd board of directors;
2. Resolutions of the 8th meeting of the 3rd board of supervisors;
3. Independent opinions of independent directors on matters related to the ninth meeting of the third board of directors;
4. Legal opinion of Shanghai jintiancheng (Beijing) law firm on Beijing Yjk Building Software Co.Ltd(300935) 2021 restricted stock incentive plan, adjustment of grant price and reserved part of grant matters. It is hereby announced.
Beijing Yjk Building Software Co.Ltd(300935) board of directors February 22, 2022
