Securities code: 300308 securities abbreviation: Zhongji Innolight Co.Ltd(300308) Announcement No.: 2022-009 Zhongji Innolight Co.Ltd(300308)
About some restricted shares granted but not lifted
Announcement on completion of repurchase cancellation
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.
Special tips:
1. According to the relevant provisions of the company’s first phase (2017-2021) restricted stock incentive plan (Draft), 18 incentive objects granted for the first time and 8 incentive objects reserved for the grant of restricted shares have resigned, and the performance appraisal result of incentive objects granted for the first time and 1 incentive object reserved for the grant of restricted shares is C, A total of 431843 restricted shares (including 280643 shares granted for the first time and 151200 shares reserved for grant, accounting for 0.05% of the total share capital of the company before the repurchase and cancellation) failed to meet the unlocking conditions of the above 27 incentive objects (because one incentive object participated in the initial grant and reserved grant at the same time, the total number involved in this cancellation is 27), The company will repurchase and cancel the shares according to the repurchase price. The repurchase price of the restricted shares granted for the first time is 13.644 yuan / share, and the repurchase price of the reserved restricted shares is 22.279 yuan / share.
2. The company completed the repurchase cancellation in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. on February 23, 2022. After the completion of the repurchase and cancellation of restricted shares, the total number of shares of the company was changed to 799664438 shares. 1、 Relevant approval procedures for equity incentive plan
1. On August 21, 2017, the company held the second meeting of the third board of directors and the second meeting of the third board of supervisors, deliberated and adopted the proposal on the first phase (2017-2021) restricted stock incentive plan (Draft) and its summary of Shandong Zhongji Electrical Equipment Co., Ltd. and its related matters, The independent directors of the company expressed their independent opinions and believed that the incentive plan was conducive to the sustainable development of the company and did not harm the interests of the company and all shareholders. Zhan Shuping, the then independent director of the company, solicited voting rights from all shareholders on the relevant proposals of the incentive plan submitted to the general meeting of shareholders for deliberation. Beijing Zhonglun (Shanghai) law firm (hereinafter referred to as “Zhonglun law firm”) issued the legal opinion on the first phase (2017-2021) restricted stock incentive plan (Draft) of Shandong Zhongji Electrical Equipment Co., Ltd. Gf Securities Co.Ltd(000776) (hereinafter referred to as ” Gf Securities Co.Ltd(000776) “) issued the independent financial adviser’s report on the first phase (2017-2021) restricted stock incentive plan (Draft) of Shandong Zhongji Electrical Equipment Co., Ltd.
2. On September 6, 2017, the company held the second extraordinary general meeting of shareholders in 2017, deliberated and approved the proposal on the first phase (2017-2021) restricted stock incentive plan (Draft) and its summary of Shandong Zhongji Electrical Equipment Co., Ltd. and its related matters, On September 1, 2017, the company disclosed the self inspection report on the insider information of the company’s phase I (2017-2021) restricted stock incentive plan and the purchase and sale of the company’s shares by incentive objects.
3. On September 13, 2017, the company held the fourth meeting of the third board of directors and the fourth meeting of the third board of supervisors, deliberated and adopted the proposal on adjusting the list of incentive objects and the number of awards of the company’s phase I (2017-2021) restricted stock incentive plan The proposal on granting restricted shares to the incentive objects of the company’s phase I (2017-2021) restricted stock incentive plan determines that September 13, 2017 is the grant date of the incentive plan, and 14862520 restricted shares are granted to 355 eligible incentive objects. The independent directors of the company expressed their independent opinions, and the board of supervisors verified the list of incentive objects granted this time. Zhonglun law firm has issued a legal opinion on matters related to the adjustment of the incentive plan and stock grant, and Gf Securities Co.Ltd(000776) has issued an independent financial consultant report on matters related to the adjustment and grant of rights and interests of the incentive plan. The grant date of 148625200 restricted shares granted by the company to 355 incentive objects for the first time is September 13, 2017 and the listing date is September 25, 2017.
4. On August 10, 2018, the company held the 15th meeting of the 3rd board of directors and the 14th meeting of the 3rd board of supervisors, deliberated and adopted the proposal on granting restricted shares reserved in the first phase of the company’s restricted stock incentive plan to incentive objects, and determined that the grant date of reserved restricted shares was August 10, 2018, 1652000 restricted shares were granted to 216 incentive objects at a price of 31.60 yuan / share. The independent directors of the company issued independent opinions, Zhonglun law firm issued legal opinions on relevant matters, and Gf Securities Co.Ltd(000776) issued an independent financial advisory report on matters related to the grant of reserved restricted shares. The 1647000 reserved restricted shares actually granted by the company to 211 incentive objects were reviewed and registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. on August 31, 2018, and the listing date was September 3, 2018.
5. On September 10, 2018, the company held the 16th meeting of the third board of directors The 15th meeting of the third session of the board of supervisors deliberated and approved the proposal on the achievement of the first lifting of the restrictions on the sale of the company’s phase I restricted stock incentive plan, the proposal on the repurchase and cancellation of restricted shares granted to some incentive objects but not lifted the restrictions on the sale, and the proposal on adjusting the repurchase price of the company’s phase I restricted stock incentive plan, 352 incentive objects who meet the conditions for the first lifting of restrictions on sales, and the number of shares lifted is 3699626; At the same time, due to the resignation of 3 of the 355 incentive objects and the performance appraisal score of 3 incentive objects is C, the company repurchases and cancels the 48250 restricted shares granted to the above 6 incentive objects but not lifted according to the repurchase price, Due to the occurrence of dividend distribution, the repurchase price of restricted shares was adjusted from 19.55 yuan / share to 19.512 yuan / share. The independent directors of the company expressed their independent opinions on the above matters, the board of supervisors of the company checked the matter, and Zhonglun law firm issued a legal opinion on relevant matters.
6. On August 22, 2019, the company held the 28th meeting of the third board of directors and the 26th meeting of the third board of supervisors, deliberated and approved the proposal on the achievement of the first lifting of the restrictions on the sale of restricted shares reserved in the first phase of the company’s restricted stock incentive plan. As seven of the incentive objects resigned and two incentive objects scored C in the performance appraisal, Therefore, there are 204 incentive objects who meet the conditions for the first lifting of the restrictions on the sale of reserved restricted shares, and the number of shares lifted is 656775 (the number is the number after the adjustment of the company’s equity distribution in 2018). The independent directors of the company expressed their independent opinions on the above matters, and the board of supervisors of the company checked the relevant matters, Zhonglun law firm has issued a legal opinion on the above related matters.
7. On September 20, 2019, the company held the 29th meeting of the third board of directors The 27th meeting of the third session of the board of supervisors deliberated and approved the proposal on the achievement of the second lifting of the restrictions on the sale of restricted shares granted by the company’s phase I restricted stock incentive plan for the first time, the proposal on adjusting the repurchase price and repurchase quantity of the company’s phase I restricted stock incentive plan, and According to the proposal on repurchase and cancellation of restricted shares granted to some incentive objects but not yet lifted, since 12 incentive objects leave their jobs and one incentive object has a C assessment result, 340 incentive objects meet the conditions for the second lifting of restricted shares granted for the first time, The number of shares released from the restriction is 5023023 shares (the number is the number after the adjustment of the company’s equity distribution in 2018); At the same time, due to the company’s equity distribution in 2018, the company adjusted the repurchase price of restricted shares granted for the first time from 19.512 yuan / share to 13.849 yuan / share, and the repurchase price of reserved restricted shares from 31.60 yuan / share to 22.484 yuan / share; In addition, the company will repurchase and cancel 602245 restricted shares held by the above 22 incentive objects who have been granted but have not yet lifted the restrictions on sales (including 490350 shares granted for the first time and 111895 reserved shares) in accordance with the regulations. The independent directors of the company expressed their independent opinions on the above matters, the board of supervisors of the company checked the relevant matters, and Zhonglun law firm issued a legal opinion on the above related matters. On January 16, 2020, the company completed the repurchase cancellation procedures in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd.
8. On August 25, 2020, the company held the second meeting of the Fourth Board of directors and the second meeting of the Fourth Board of supervisors, which deliberated and approved the proposal on the achievement of the second lifting of the restrictions on the sale of restricted shares reserved in the first phase of the company’s restricted stock incentive plan. As 8 incentive objects resigned and 2 incentive objects got a C in performance appraisal, Therefore, 196 incentive objects met the conditions for the second lifting of the restrictions on the sale of reserved restricted shares, and the number of shares lifted was 639135. The independent directors of the company expressed their independent opinions on the above matters, the board of supervisors of the company checked the relevant matters, and Zhonglun law firm issued a legal opinion on the above related matters. 9. On September 14, 2020, the company held the third meeting of the Fourth Board of directors The third meeting of the fourth session of the board of supervisors deliberated and approved the proposal on the achievement of the third lifting of restrictions on the first granting of restricted shares by the company’s phase I restricted stock incentive plan, the proposal on adjusting the repurchase price of the company’s phase I restricted stock incentive plan, and According to the proposal on repurchase and cancellation of restricted shares granted to some incentive objects but not yet lifted, because four incentive objects leave their jobs and one incentive object has a C assessment result, 336 incentive objects meet the conditions for the third lifting of restrictions on restricted shares granted for the first time, and the number of shares lifted is 49348; At the same time, due to the company’s equity distribution in 2019, the company adjusted the repurchase price of restricted shares granted for the first time from 13.849 yuan / share to 13.765 yuan / share, and the repurchase price of reserved restricted shares from 22.484 yuan / share to 22.40 yuan / share; In addition, the company will repurchase and cancel 148855 restricted shares that have been granted but have not been lifted held by the above 13 incentive objects who granted and reserved restricted shares for the first time (because 2 incentive objects participated in the first grant and reserved grant at the same time, the total number involved in this cancellation is 13) (including 104300 shares granted for the first time and 44555 reserved shares). The independent directors of the company expressed their independent opinions on the above matters, the board of supervisors of the company checked the relevant matters, and Zhonglun law firm issued a legal opinion on the above related matters. The repurchase cancellation has been deliberated and approved by the second extraordinary general meeting of shareholders in 2020 held on December 2, 2020. On February 26, 2021, the company has completed the repurchase cancellation procedures in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd.
10. On August 24, 2021, the company held the 15th meeting of the 4th board of directors and the 14th meeting of the 4th board of supervisors, which deliberated and approved the proposal on the achievement of the third lifting of restrictions on the sale of restricted shares reserved in the first phase of the company’s restricted stock incentive plan. As eight incentive objects resigned and one incentive object’s performance appraisal score was C, Therefore, 188 incentive objects met the conditions for the third lifting of the restrictions on the sale of reserved restricted shares, and the number of shares lifted was 702240. The independent directors of the company expressed their independent opinions on the above matters, the board of supervisors of the company checked the relevant matters, and Zhonglun law firm issued a legal opinion on the above related matters.
11. On September 9, 2021, the company held the 16th meeting of the Fourth Board of directors The 15th meeting of the 4th board of supervisors deliberated and approved the proposal on the achievement of the fourth lifting of the restrictions on the sale of restricted shares for the first time in the first phase of the company’s restricted stock incentive plan, the proposal on adjusting the repurchase price of the company’s first phase of restricted stock incentive plan, and According to the proposal on repurchase and cancellation of restricted shares granted to some incentive objects but not yet lifted, as 18 incentive objects leave their jobs and one incentive object has a C assessment result, 318 incentive objects meet the conditions for the fourth lifting of restricted shares granted for the first time, and the number of shares lifted is 4712837; At the same time, due to the implementation of equity distribution in 2020, the company adjusted the repurchase price of restricted shares granted for the first time from 13.765 yuan / share to 13.644 yuan / share, and the repurchase price of reserved restricted shares from 22.40 yuan / share to 22.279 yuan / share; In addition, the company will repurchase and cancel 431843 restricted shares (including 280643 shares granted for the first time and 151200 reserved shares) held by the above 27 incentive objects who granted and reserved restricted shares for the first time (one incentive object participated in the first grant and reserved grant at the same time). The independent directors of the company expressed their independent opinions on the above matters, the board of supervisors of the company checked the relevant matters, and Zhonglun law firm issued a legal opinion on the above related matters. The cancellation of this repurchase has been completed in 2021
