Securities code: 300603 stock abbreviation: Leon Technology Co.Ltd(300603) No.: 2022-017 Leon Technology Co.Ltd(300603)
Announcement on the completion of repurchase and cancellation of restricted shares granted but not lifted under the restricted stock incentive plan in 2019 and the change of 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 restricted shares repurchased and cancelled by the company this time involve 58 people. The total number of shares repurchased and cancelled is 6156507, accounting for 1.66% of the total share capital of the company before the repurchase. The repurchase price is 6.4063 yuan / share, and the total repurchase fund is 39440430.79 yuan.
2. After examination and confirmation by Shenzhen Branch of China Securities Depository and Clearing Corporation Limited, the company has completed the cancellation of some restricted stock repurchase.
3. After the cancellation of this repurchase, the total number of shares of the company was changed from 370098349 shares to 363941842 shares.
Leon Technology Co.Ltd(300603) (hereinafter referred to as “the company”) held the 34th meeting of the third board of directors and the 33rd meeting of the third board of supervisors on October 25, 2021, The second extraordinary general meeting of shareholders in 2021 was held on November 12, 2021. The proposal on terminating the implementation of the 2019 restricted stock incentive plan and repurchasing and canceling the restricted shares granted but not yet lifted and the proposal on changing the registered capital of the company and amending the articles of association of the company were considered and adopted, Agree to terminate the implementation of the 2019 restricted stock incentive plan and repurchase and cancel all the restricted shares granted but not lifted by 58 incentive objects, with a total of 6156507 shares. The relevant matters are explained as follows:
1、 Relevant approval procedures for 2019 restricted stock incentive plan
1. On September 16, 2019, the company held the 11th meeting of the third board of directors, deliberated and passed the proposal on and its summary (hereinafter referred to as the “incentive plan”), the proposal on < Leon Technology Co.Ltd(300603) 2019 restricted stock incentive plan implementation assessment management measures Proposal for authorization of the general meeting of shareholders
2. On September 16, 2019, the company held the ninth meeting of the third board of supervisors, deliberated and passed the proposal on and its summary, and the proposal on < Leon Technology Co.Ltd(300603) 2019 restricted stock incentive plan implementation and assessment management measures The proposal on verifying the list of incentive objects granted by the company's restricted stock incentive plan in 2019, and reviewing the list of incentive objects, it is considered that the subject qualification of relevant incentive objects as the incentive objects of the company's restricted stock incentive plan is legal and effective.
3. From September 17, 2019 to September 27, 2019, the company publicized the name and position of the incentive object of the company’s 2019 restricted stock incentive plan through the bulletin board on the company’s official website. After the expiration of the publicity period, the board of supervisors of the company did not receive any objection to the list of proposed incentive objects, and there was no feedback record. On September 30, 2019, the company announced the statement of the board of supervisors on the audit opinions and publicity of the company’s restricted stock incentive objects in 2019, and on the same day, the company announced the self inspection report on the insider of the restricted stock incentive plan in 2019 and the trading of the company’s shares by the incentive objects.
4. On October 9, 2019, the company held the sixth extraordinary general meeting of shareholders in 2019, deliberated and passed the proposal on , the proposal on Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle the company’s restricted stock incentive plan. The incentive plan was approved by the sixth extraordinary general meeting of shareholders in 2019. The board of directors is authorized to determine the grant date of restricted shares, grant restricted shares to incentive objects when they meet the conditions, and handle all matters necessary for the grant of restricted shares.
5. On November 15, 2019, the company held the 15th meeting of the third board of directors and the 13th meeting of the third board of supervisors, and deliberated and adopted the proposal on adjusting the list and number of incentive objects of the 2019 restricted stock incentive plan and the proposal on granting restricted shares to incentive objects. The independent directors, the board of supervisors and the law firm of the company expressed their opinions on the above matters.
6. On December 3, 2020, the company held the 28th meeting of the third board of directors and the 27th meeting of the third board of supervisors, and deliberated and adopted the proposal on the achievement of lifting the restrictions during the first lifting period of the restricted stock incentive plan in 2019 and the proposal on repurchase and cancellation of restricted stock incentive plan in 2019
7. On December 21, 2020, the company held the seventh extraordinary general meeting of shareholders in 2020, deliberated and approved the proposal on repurchase and cancellation of some restricted shares in 2019 restricted stock incentive plan and adjustment of repurchase quantity and price.
8. On October 25, 2021 and November 12, 2021, the company held the 34th meeting of the third board of directors The 33rd meeting of the third board of supervisors and the second extraordinary general meeting in 2021 deliberated and approved the proposal on terminating the implementation of the 2019 restricted stock incentive plan and repurchasing and canceling the restricted shares granted but not yet lifted, and the proposal on changing the registered capital of the company and amending the articles of association The board of supervisors and the law firm expressed their opinions on the company’s termination of the implementation of the 2019 restricted stock incentive plan and repurchase cancellation.
2、 Reasons, quantity and price, source of funds and total amount of funds for repurchase and cancellation of restricted shares
1. Reasons for repurchase and cancellation of some restricted shares
In view of the great changes in the current macroeconomic and market environment and the great fluctuations in the company’s stock price, it will be difficult to achieve the expected incentive purpose and effect if we continue to implement the incentive plan. In order to fully implement the employee incentive mechanism and protect the interests of the company, employees and all shareholders, combined with the company’s future development plan, the board of directors of the company, after careful study, decided to terminate the implementation of the 2019 restricted stock incentive plan, repurchase and cancel all the restricted shares granted but not lifted by 58 incentive objects, with a total of 6156507 shares.
The administrative measures for the implementation and assessment of the restricted stock incentive plan in 2019 and other documents implemented in conjunction with the restricted stock incentive plan in 2019 shall be terminated.
2. The number and price of some restricted shares cancelled in this repurchase
(1) Number of repurchases written off
In this repurchase, 6156507 restricted shares that have been granted but have not yet been lifted held by 58 incentive objects, accounting for 1.66% of the current total share capital of the company, 370098349 shares.
(2) Repurchase price
According to the relevant provisions on the handling of changes in the company / incentive object in Chapter 13 of the Leon Technology Co.Ltd(300603) 2019 restricted stock incentive plan (Draft), if the board of directors of the company considers it necessary to terminate the equity incentive plan, the company shall repurchase and cancel it at the grant price.
The company held the 28th meeting of the third board of directors and the 27th meeting of the third board of supervisors on December 3, 2020 and the seventh extraordinary general meeting of shareholders in 2020 on December 21, 2020, and deliberated and adopted the proposal on repurchase and cancellation of some restricted shares in 2019 restricted stock incentive plan and adjustment of repurchase quantity and price, Since the company has not changed its capital reserve into share capital, distributed stock dividends, split shares, allotted shares or reduced shares from December 21, 2020 to now, the price of this repurchase cancellation shall be implemented with reference to the repurchase price adjusted last time, and the repurchase price is 6.4063 yuan / share.
3. Source of funds and total amount of funds for repurchase and cancellation of some restricted shares
After the company terminated the implementation of the restricted stock incentive plan in 2019, it repurchased and cancelled 6156507 restricted shares granted to the above 58 incentive objects with its own funds, with a total repurchase fund of 39440430.79 yuan.
3、 Completion of the repurchase and cancellation of restricted shares
Lixin Certified Public Accountants (special general partnership) issued the capital verification report (xksbz [2022] No. za10063). As of January 21, 2022, the registered capital after change was 363941842 yuan and the accumulated paid in share capital was 363941842 yuan. The total repurchase price paid for the restricted shares cancelled in this repurchase is 39440430.79 yuan.
After examination and confirmation by Shenzhen Branch of China Securities Depository and Clearing Co., Ltd., the above-mentioned repurchase and cancellation of restricted shares of the company has been completed on February 25, 2022. After the completion of the repurchase and cancellation of some restricted shares, the total share capital of the company was changed from 370098349 shares to 363941842 shares. The company will go through relevant industrial and commercial change registration procedures according to law.
4、 Changes in the company’s share capital after the completion of the repurchase and cancellation of restricted shares
After the completion of the repurchase and cancellation of restricted shares, the total share capital of the company was changed from 370098349 shares to 363941842 shares. The changes in the company’s share capital structure are as follows:
Before and after this change
Nature of shares number of shares (shares) proportion number of shares (shares) proportion
1、 Restricted conditions tradable shares / non tradable shares 119011965 32.16% 113023841 31.06%
Executive locking shares 103538474 27.98% 103706857 28.50%
Restricted shares after IPO 9316984 2.52% 9316984 2.56%
Equity incentive restricted shares 6156507 1.66% 0.00%
2、 Tradable shares without restrictions 251086384 67.84% 250918001 68.94%
3、 Total share capital 370098349 100.00% 363941842 100.00%
5、 Impact of the repurchase and cancellation of restricted shares on the company
According to the relevant provisions of the accounting standards for business enterprises, for the repurchase and cancellation of share based payment corresponding to the termination of the incentive plan and the relevant unlocking period, the accrued share based payment expenses will not be reversed, and the share based payment expenses that should have been recognized in the remaining waiting period will be accelerated in 2021. The termination and cancellation of the incentive plan will not have a significant impact on the company’s financial status and shareholders’ equity. The impact of the final share based payment expenses on the company’s net profit shall be subject to the audit report issued by the accounting firm.
The termination of the restricted stock incentive plan will not have a significant impact on the company’s operating performance, nor will it affect the diligence of the company’s management team. The company’s management team will continue to earnestly perform their duties and try their best to create maximum value for shareholders. After the termination of the equity incentive plan, the company will fully mobilize the enthusiasm of the company’s management and employees and promote the sustainable and healthy development of listed companies by optimizing the salary system, improving the performance appraisal system and timely launching other incentive schemes in accordance with the provisions of relevant laws and regulations, taking full account of the industry and market and in combination with the actual situation of the company.
It is hereby announced.
Leon Technology Co.Ltd(300603) board of directors February 25, 2022
