Securities code: 002927 securities abbreviation: Guizhou Taiyong-Changzheng Technology Co.Ltd(002927) Announcement No.: 2022-004 Guizhou Taiyong-Changzheng Technology Co.Ltd(002927)
Announcement on cancellation of some stock options and repurchase and cancellation of some restricted shares
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.
Guizhou Taiyong-Changzheng Technology Co.Ltd(002927) (hereinafter referred to as “the company”) held the fourth meeting of the third board of directors and the fourth meeting of the third board of supervisors on February 23, 2022. The meeting deliberated and adopted the proposal on canceling some granted stock options and the proposal on repurchasing and canceling some granted restricted shares. Among them, the proposal on repurchase and cancellation of some granted restricted shares needs to be submitted to the general meeting of shareholders of the company for deliberation. The relevant matters are hereby announced as follows:
1、 Overview of this equity incentive plan
1. On November 25, 2019, the company held the 11th meeting of the second board of directors, deliberated and passed the proposal on and its summary, and the proposal on Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive. The independent directors of the company expressed independent opinions on this. The lawyer issued a legal opinion.
2. On November 25, 2019, the company held the 9th meeting of the second board of supervisors, deliberated and passed the proposal on and its summary, and the proposal on < Guizhou Taiyong-Changzheng Technology Co.Ltd(002927) 2019 stock option and restricted stock incentive plan implementation assessment management measures Proposal on verifying the list of incentive objects granted by the company's 2019 stock option and restricted stock incentive plan.
3. From November 27, 2019 to December 8, 2019, the company publicized the names and positions of the incentive objects to be granted by the 2019 stock option and restricted stock incentive plan (hereinafter referred to as “the incentive plan” or “the incentive plan”) through the internal publicity system. During the publicity period, the board of supervisors of the company did not receive any objection related to the proposed incentive objects of the incentive plan. On December 11, 2019, the company held the 10th meeting of the second board of supervisors, deliberated and approved the proposal on the review opinions and publicity of the list of incentive objects of the company’s 2019 stock option and restricted stock incentive plan. The board of supervisors of the company believes that the personnel listed in the list of incentive objects of this incentive plan meet the conditions specified in relevant laws, regulations and normative documents, meet the scope of incentive objects specified in the incentive plan, and they are legal and effective as the incentive objects of this stock option and restricted stock incentive plan.
4. On December 16, 2019, the company held the fifth extraordinary general meeting of shareholders in 2019, deliberated and approved the proposal on and its summary, and the proposal on < Guizhou Taiyong-Changzheng Technology Co.Ltd(002927) 2019 stock option and restricted stock incentive plan implementation and assessment management measures Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive. The company's implementation of the incentive plan is approved, and the board of directors is authorized to determine the grant date of stock options and restricted shares, grant stock options / restricted shares to incentive objects when incentive objects meet the conditions, and handle all matters necessary for granting stock options / restricted shares. On December 17, 2019, the company disclosed the self inspection report on the trading of the company's shares by insiders of the 2019 stock option and restricted stock incentive plan. Through self-examination, no insider of the incentive plan was found to use the insider information of the incentive plan to buy and sell the company's shares within 6 months before the first public disclosure of the draft incentive plan.
5. On January 6, 2020, the company held the 12th meeting of the second board of directors and the 11th meeting of the second board of supervisors, which deliberated and adopted the proposal on granting stock options and restricted shares to incentive objects. The independent directors of the company expressed their independent opinions on this, believing that the conditions for granting stock options and restricted shares have been met, the subject qualification of incentive objects is legal and effective, and the determined grant date meets the relevant regulations. The board of supervisors verified the list of incentive objects (grant date) and expressed its consent.
6. On February 10, 2020, the company completed the grant registration of stock options in the 2019 stock option and restricted stock incentive plan, and 263000 stock options were granted to 19 incentive objects. On February 11, 2020, the company completed the grant registration of restricted shares in the 2019 stock option and restricted stock incentive plan, On February 11, 2020, 1353000 restricted shares granted to 70 incentive objects were listed. The total share capital of the company increased from 170716000.00 shares to 172069000.00 shares.
7. On August 28, 2020, the company held the 18th meeting of the second board of directors and the 16th meeting of the second board of supervisors. The meeting deliberated and adopted the proposal on Canceling Part of the granted stock options and the proposal on repurchasing and canceling part of the granted restricted shares, Agree to cancel 50000 stock options granted but not yet approved to be exercised by the three resignation incentive objects; Repurchase and write off 26000 restricted shares granted to a resignation incentive object but not yet lifted. Among them, the
The proposal on canceling some granted restricted shares was deliberated and adopted at the second extraordinary general meeting of shareholders in 2020 on September 15, 2020. The company disclosed the capital reduction announcement on repurchase and cancellation of some restricted shares on September 18, 2020. On November 19, 2020, China Securities Depository and Clearing Co., Ltd. Shenzhen Branch completed the repurchase and transfer procedures and option cancellation of the above restricted shares, and the total share capital of the company was reduced to 223663700 shares.
8. On April 21, 2021, the company held the 20th meeting of the second board of directors and the 18th meeting of the second board of supervisors. The meeting deliberated and adopted the proposal on Canceling Part of the granted stock options and the proposal on repurchasing and canceling part of the granted restricted shares, Agree to cancel 20000 stock options granted to one resignation incentive object but not yet approved to exercise; Repurchase and cancel the 308100 restricted shares granted to 10 resignation incentive objects but not lifted.
Among them, the proposal on repurchase and cancellation of some granted restricted shares was deliberated and adopted at the 2020 annual general meeting of shareholders on May 18, 2021. The company disclosed the capital reduction announcement on repurchase and cancellation of some restricted shares on May 19, 2021; The company disclosed the announcement on the completion of cancellation of some stock options on June 4, 2021; The company disclosed the announcement on the completion of the repurchase and cancellation of some restricted shares on August 24, 2021.
9. On June 1, 2021, the company held the 21st Meeting of the second board of directors and the 19th meeting of the second board of supervisors. The meeting deliberated and adopted the proposal on adjusting the exercise price and quantity of stock options in 2019 stock option and restricted stock incentive plan The proposal on the exercise of stock options and restricted stock incentive plan in 2019 and the achievement of the conditions for lifting the restrictions during the first exercise period and lifting the restrictions on sales agreed to adjust the number of stock options in the incentive plan from 193000 to 250900, and adjust the exercise price of stock options in the incentive plan from 20.08 yuan / share to 15.16 yuan / share, It is also agreed that the first exercise period of the incentive plan and the exercise / release conditions of the release period have been fulfilled. On June 11, 2021, the company disclosed the suggestive announcement on the independent exercise of stock options in the first exercise period of stock options and restricted stock incentive plan in 2019 and the suggestive announcement on the listing and circulation of restricted shares in the first release period of restricted shares in stock options and restricted stock incentive plan in 2019.
10. On February 23, 2022, the company held the fourth meeting of the third board of directors and the fourth meeting of the third board of supervisors. The meeting deliberated and adopted the proposal on Canceling Part of the granted stock options and the proposal on repurchasing and canceling part of the granted restricted shares, and agreed to cancel 8892 stock options that had resigned and had not been exercised in the first phase; Buy back and cancel 1465100 restricted shares granted to 10 resignation incentive objects but not yet lifted the restrictions on sales. Among them, the proposal on repurchase and cancellation of some granted restricted shares needs to be submitted to the general meeting of shareholders of the company for deliberation.
2、 The reason, quantity, price and capital source of the cancellation of stock options and the repurchase and cancellation of restricted shares
(I) cancellation of stock options
1. The incentive object does not meet the incentive qualification due to resignation
In the company’s incentive plan, two original incentive objects granted stock options have resigned from the company due to personal reasons and do not meet the qualification conditions of incentive objects. The board of directors of the company decided to cancel 136500 stock options granted but not exercised.
2. The incentive object fails to complete the independent exercise of rights upon expiration
In the first exercise period of stock options granted by the company in the incentive plan, the number of incentive objects that meet the exercise conditions is 7527. As of the expiration of the first exercise period (February 10, 2022), the incentive objects actually exercise 0 and give up 7527, which will be cancelled by the company.
To sum up, a total of 889200 stock options will be cancelled this time. After the cancellation, the number of incentive objects of stock options granted will be adjusted from 15 to 13, and the number of stock options will be adjusted from 250900 to 1619800. (II) repurchase and cancellation of restricted shares
1. Reasons for repurchase cancellation
In the company’s incentive plan, 10 original incentive objects granted restricted shares have resigned from the company due to personal reasons and do not meet the qualification conditions of incentive objects. The board of directors of the company decided to repurchase and cancel the restricted shares granted but not lifted.
2. Repurchase quantity and price
After the registration of the rights granted in the incentive plan is completed, the company will implement the annual rights and interests distribution in 2019 and 2020. The rights and interests distribution plan in 2019 is “to distribute cash dividends of RMB 2.15 (including tax) for every 10 shares to all shareholders registered on the equity registration date, and the capital reserve will be converted into 3 shares for every 10 shares”, In 2020, the equity distribution plan is “to distribute cash dividends of RMB 1.20 (including tax) to all shareholders registered on the equity registration date for every 10 shares”, and the cash dividends received by the incentive objects have been collected by the company. According to the relevant provisions of the measures for the administration of equity incentive of listed companies and the incentive plan, the number and price of granted rights and interests shall be adjusted. According to the adjustment method specified in the incentive plan, the number of restricted shares granted by the company in this incentive plan is adjusted from 1353000 shares to 1758900 shares, the number of repurchases is adjusted from 112700 shares to 146510 shares, and the repurchase price of restricted shares in this repurchase is adjusted from 10.04 yuan to 7.723077 yuan / share. The total number of restricted shares to be repurchased and cancelled this time is 146510, accounting for 0.07% of the total share capital before repurchasing and cancellation. This note
After the cancellation is completed, the number of incentive objects granted with restricted shares will be adjusted from 59 to 49, and the number of restricted shares granted will be increased
The number of shares was adjusted from 1424800 shares (excluding the number of restricted shares repurchased and cancelled) to 127829 shares.
3. Source of repurchase funds
The repurchase price of restricted shares is the company’s own funds.
3、 Proposed changes in share capital structure
Nature of shares before this change, increase or decrease after this change
Proportion of quantity (shares) (%) (+, -) proportion of quantity (shares) (%)
1、 Shares with limited sales conditions 997360 0.45 – 146510 850850 0.38
2、 Shares with unlimited sales conditions 222358240 99.55 0 222358240 99.62
3、 Total shares 223355600 100.00 – 146510 223209090 100.00
Note: the final change of share capital shall be issued in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. after the completion of repurchase and cancellation
The share capital structure table shall prevail.
4、 Impact of this repurchase cancellation on the company
The cancellation of some stock options and the repurchase and cancellation of some restricted shares will not affect the company’s financial statements
It will have a substantial impact on the company’s operating conditions and operating results, and will not affect the company’s management
