Securities code: 002912 securities abbreviation: Shenzhen Sinovatio Technology Co.Ltd(002912) Announcement No.: 2022-006
Shenzhen Sinovatio Technology Co.Ltd(002912)
Announcement on the completion of 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.
Special tips:
1. The number of restricted shares to be repurchased and cancelled this time is 2001472 shares, accounting for 1.1432% of the total share capital of the company before repurchasing and cancellation. The repurchase price of restricted shares granted for the first time is 35.7125 yuan / share, and the repurchase price of restricted shares reserved for grant is 24.0900 yuan / share.
2. On February 23, 2022, the company completed the repurchase cancellation procedures in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. After the cancellation of this repurchase, the total share capital of the company was changed from 175071680 shares to 173070208 shares.
This repurchase cancellation complies with the company law of the people's Republic of China, the securities law of the people's Republic of China, the measures for the administration of equity incentive of listed companies, the articles of association, the restricted stock incentive plan for 2019 (Revised Draft) > and its abstract and other relevant provisions.
1、 The company's 2019 restricted stock incentive plan has fulfilled the approval procedures
1. On December 16, 2019, the proposal on and its summary and other relevant proposals were considered and adopted at the eighth meeting of the second board of directors and the seventh meeting of the second board of supervisors of Shenzhen Sinovatio Technology Co.Ltd(002912) (hereinafter referred to as "the company" or "the company"). The independent directors of the company expressed their independent opinions on the matter, the independent financial consultant Shanghai Rongzheng Investment Consulting Co., Ltd. also issued an independent financial consultant report on the matter, and Beijing JUNHE (Shenzhen) law firm also issued a legal opinion on the matter.
2. On December 31, 2019, the company received the reply on matters related to Shenzhen Sinovatio Technology Co.Ltd(002912) implementing the 2019 restricted stock incentive plan issued by the controlling shareholder Shenzhen Innovation Investment Group Co., Ltd. (shenchuangxin letter [2019] No. 52). Shenzhen Innovation Investment Group Co., Ltd. agreed in principle to implement the 2019 restricted stock incentive plan.
3. On April 9, 2020, the ninth meeting of the second board of directors and the eighth meeting of the second board of supervisors considered and adopted the proposal on and its summary and other relevant proposals. The independent directors of the company have expressed their independent opinions on relevant matters, the independent financial consultant Shanghai Rongzheng Investment Consulting Co., Ltd. has also issued an independent financial consultant report on this matter, and Beijing JUNHE (Shenzhen) law firm has also issued a legal opinion on this matter.
4. From April 9, 2020 to April 19, 2020, the company publicized the names and positions of the incentive objects in the company's internal forum. During the publicity period, the board of supervisors of the company did not receive any objection against the incentive objects of the company. On April 21, 2020, the company disclosed the verification opinions and publicity statement of the board of supervisors on the list of incentive objects (after adjustment) first granted by the restricted stock incentive plan in 2019.
5. On April 27, 2020, the first extraordinary general meeting of the company in 2020 deliberated and approved the proposal on and its summary Proposal on the management measures for the implementation and assessment of restricted stock incentive plan in 2019 and proposal on submitting the general meeting of shareholders of the company to authorize the board of directors to handle matters related to equity incentive. On April 28, 2020, 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 2019. The company conducted a self inspection on the trading of the company's shares by insiders and incentive objects within 6 months before the announcement of the incentive plan, No insider or incentive object is found to have used the insider information related to the incentive plan to buy and sell the company's shares or disclose the insider information.
6. On May 15, 2020, the 11th meeting of the second board of directors and the 10th meeting of the second board of supervisors respectively deliberated and approved the proposal on adjusting the list and number of incentive objects granted for the first time under the 2019 restricted stock incentive plan and the proposal on granting restricted shares to incentive objects for the first time. The independent directors of the company have expressed their independent opinions on relevant matters, the independent financial consultant Shanghai Rongzheng Investment Consulting Co., Ltd. has also issued an independent financial consultant report on this matter, and Beijing JUNHE (Shenzhen) law firm has also issued a legal opinion on this matter.
7. On March 26, 2021, the 15th meeting of the second board of directors and the 14th meeting of the second board of supervisors respectively deliberated and adopted the proposal on adjusting the number of reserved shares in the 2019 restricted stock incentive plan and the proposal on granting reserved restricted shares to incentive objects. The independent directors of the company have expressed their independent opinions on relevant matters, the independent financial consultant Shanghai Rongzheng Investment Consulting Co., Ltd. has also issued an independent financial consultant report on this matter, and Beijing JUNHE (Shenzhen) law firm has also issued a legal opinion on this matter.
8. On April 28, 2021, the 16th meeting of the second board of directors and the 15th meeting of the second board of supervisors respectively deliberated and adopted the proposal on adjusting the repurchase price of some restricted shares granted for the first time in the 2019 restricted stock incentive plan and the proposal on repurchase cancellation of some restricted shares granted for the first time in the 2019 restricted stock incentive plan. The independent directors of the company have expressed their independent opinions on relevant matters, and Beijing JUNHE (Shenzhen) law firm has also issued a legal opinion.
9. On May 28, 2021, the 2020 annual general meeting of shareholders of the company deliberated and approved the proposal on repurchase and cancellation of some restricted shares granted for the first time under the 2019 restricted stock incentive plan. On May 29, 2021, the company disclosed the announcement on repurchase and cancellation of some restricted shares, reduction of registered capital and notification to creditors.
10. On June 30, 2021, the company disclosed the announcement on the completion of the repurchase and cancellation of some restricted shares. Since 22 original incentive objects among the incentive objects granted for the first time have resigned and no longer meet the conditions of the incentive objects in the incentive plan, the Company repurchased and cancelled 207360 restricted shares that have been granted but have not been released.
On June 28, 2021, the company completed the repurchase cancellation procedures in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. After the cancellation of this repurchase, the total share capital of the company was changed from 175279040 shares to 175071680 shares.
11. December 24, 2021, The fourth meeting of the third board of directors and the third meeting of the third board of supervisors of the company respectively deliberated and adopted the proposal on the failure of lifting the restrictions on sales in the first lifting period of the restricted stock incentive plan in 2019 and the repurchase and cancellation of some restricted stocks, and the proposal on adjusting the repurchase price of restricted stocks in the restricted stock incentive plan in 2019. The independent directors of the company have expressed their independent opinions on relevant matters, and Beijing JUNHE (Shenzhen) law firm has also issued a legal opinion.
12. The proposal on the cancellation of the restricted share repurchase plan of the company in 2022 was approved at the first meeting of shareholders in 2022. On January 12, 2022, the company disclosed the announcement on repurchase and cancellation of some restricted shares, reduction of registered capital and notification to creditors.
2、 Description of cancellation of this repurchase
(I) reason and quantity of this repurchase cancellation
Since the company's performance assessment in 2019 and 2020 did not meet the conditions for the lifting of the restrictions during the first lifting period of the restricted stock incentive plan in 2019 (hereinafter referred to as the "incentive plan"), and 52 original incentive objects resigned for personal reasons, the Company repurchased and cancelled 2001472 shares of its authorized but not lifted restricted shares, It accounts for about 46.3338% of the total number of restricted shares that have not been lifted in the company's incentive plan, and about 1.1432% of the total share capital of the company before repurchase and cancellation.
(II) price and pricing basis of this repurchase
According to the provisions of the incentive plan, if the company repurchases or cancels restricted shares according to the provisions of the incentive plan, unless otherwise agreed in the incentive plan, the repurchase price is the grant price. After the restricted shares granted to the incentive object are registered, if the company has matters that affect the total amount of the company's share capital or the company's stock price, such as the conversion of capital reserve into share capital, the distribution of stock dividends, the division of shares, the allotment or reduction of shares, and the distribution of dividends, the company shall adjust the repurchase price of the restricted shares that have not been lifted.
The 2019 annual general meeting of shareholders of the company deliberated and approved the proposal on 2019 annual profit distribution plan, which distributed a cash dividend of 6.50 yuan (including tax) to all shareholders for every 10 shares based on 109044400 shares of the company's total share capital; At the same time, the capital reserve shall be used to increase 6 shares for every 10 shares to all shareholders; No bonus shares. The company implemented and completed the above profit distribution plan on July 3, 2020.
The 2020 annual general meeting of shareholders of the company deliberated and approved the proposal on 2020 annual profit distribution plan. Based on the total share capital on the equity registration date of 2020 annual profit distribution, the company will distribute cash dividends of 4.00 yuan (including tax) to all shareholders for every 10 shares, without bonus shares or converting accumulation fund into share capital. The company implemented and completed the above profit distribution plan on July 9, 2021.
Therefore, the repurchase price of restricted shares granted for the first time in the incentive plan shall be adjusted from 58.4300 yuan / share to 35.7125 yuan / share after the completion of the above profit distribution, and the repurchase price of restricted shares reserved for grant shall be adjusted from 24.4900 yuan / share to 24.0900 yuan / share after the completion of the above profit distribution.
(III) source of this repurchase fund
The source of funds used by the company for this restricted stock repurchase is the company's own funds.
3、 Capital verification
Suya Jincheng Certified Public Accountants (special general partnership) issued the capital verification report (Suya Yan [2022] No. 2) on January 24, 2022 to verify the reduction of registered capital and paid in capital (share capital) as of January 20, 2022, as follows:
1. As of January 20, 2022, the company has reduced the total contribution of the above 458 incentive objects by 67341818.40 yuan, and all the monetary funds have been returned to the employee's personal account through the RMB account 755903237810803 opened by the company in China Merchants Bank Co.Ltd(600036) Nanjing Branch tulip road sub branch.
2. The paid in capital (share capital) of the company after the change is RMB 173070208.00, a decrease of RMB 2001472.00 compared with that before the application for change, and the registered capital after the change reaches the minimum limit of legal registered capital.
4、 Completion of this repurchase cancellation
The company applied to China Securities Depository and Clearing Co., Ltd. Shenzhen Branch for the repurchase and cancellation of the above restricted shares. After examination and confirmation by China Securities Depository and Clearing Co., Ltd. Shenzhen Branch, the repurchase and cancellation of the above restricted shares was completed on February 23, 2022.
5、 Changes in the company's equity structure after the cancellation of this repurchase
The Company repurchased and cancelled 2001472 restricted shares this time. After the repurchase and cancellation, the total number of shares of the company will be adjusted from 175071680 shares to 173070208 shares. The details are as follows:
Before this change, this repurchase, after this change
Number of shares proportion of cancelled shares (shares) number of shares proportion of shares (shares) (shares)
1、 Limited sales terms 58376709 33.34% 2001472 56375237 32.57% of outstanding shares
2、 Unlimited sales terms 116694971 66.66% 67.43% outstanding shares
Total share capital 175071680 100.00% 2001472 173070208 100.00%
After the cancellation of this repurchase, the controlling shareholder and actual controller of the company will not change, and the equity distribution of the company still meets the listing conditions. At the same time, the incentive plan of the company will continue to be implemented in accordance with the requirements of laws and regulations.
6、 Impact of this repurchase cancellation on the company
The repurchase and cancellation of some restricted shares will not have a material impact on the company's operating results, nor will it affect the diligence of the company's management team. Company management
