Securities code: 002960 securities abbreviation: Jade Bird Fire Co.Ltd(002960) Announcement No.: 2022-011
Announcement on cancellation of some stock options granted but not yet exercised
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.
Jade Bird Fire Co.Ltd(002960) (hereinafter referred to as “the company”) held the 66th meeting of the third board of directors and the 25th meeting of the third board of supervisors on February 25, 2022, deliberated and adopted the proposal on canceling some granted but not exercised stock options respectively, and agreed to cancel some granted but not exercised stock options. The specific matters are announced as follows:
1、 Decision making procedures and approval of equity incentive plan
(I) on March 8, 2020, the 20th meeting of the third board of directors of the company deliberated and adopted the proposal on the company’s incentive plan for the first phase of stock options and restricted stocks in 2020 (Draft) and its summary, and the proposal on the management measures for the implementation and assessment of the company’s incentive plan for the first phase of stock options and restricted stocks in 2020 Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive. The seventh meeting of the third board of supervisors of the company deliberated and adopted relevant proposals, and the independent directors of the company expressed independent opinions.
(II) on April 22, 2020, the 23rd Meeting of the third board of directors of the company deliberated and adopted the proposal on the company’s incentive plan for the first stock option and restricted stock in 2020 (Revised Draft) and its summary, and the proposal on the measures for the implementation and assessment of the company’s incentive plan for the first stock option and restricted stock in 2020 (Revised Draft) Proposal on convening the 2019 annual general meeting of shareholders of the company. The eighth meeting of the third board of supervisors of the company deliberated and adopted relevant proposals, and the independent directors of the company expressed independent opinions.
(III) from March 9, 2020 to March 19, 2020, the company publicized the names and positions of the incentive objects to be reserved and granted in the incentive plan on the company’s official website. As of the expiration of the publicity period, the board of supervisors of the company has not received any objection from anyone to the proposed incentive objects. On May 8, 2020, the board of supervisors of the company issued the review opinions and publicity statement of the board of supervisors on the list of incentive objects of the company’s first stock option and restricted stock incentive plan in 2020.
(IV) on May 15, 2020, the 2019 annual general meeting of shareholders of the company deliberated and passed the proposal on the company’s incentive plan for the first phase of stock options and restricted stocks in 2020 (Revised Draft) and its summary, and the proposal on the management measures for the implementation and assessment of the company’s incentive plan for the first phase of stock options and restricted stocks in 2020 (Revised Draft) 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 first phase of 2020 stock option and restricted stock incentive plan has been approved, and the board of directors is authorized to determine the grant date, grant stock options and restricted stocks to the incentive objects when the incentive objects meet the conditions, and handle all matters necessary for the grant; At the same time, the company disclosed the Jade Bird Fire Co.Ltd(002960) self inspection report on the trading of the company’s shares by insiders with insider information on the first stock option and restricted stock incentive plan in 2020 according to the verification of the trading of the company’s shares by insiders.
(V) on May 19, 2020, the 27th meeting of the third board of directors and the 10th meeting of the third board of supervisors deliberated and adopted the proposal on reserving and granting stock options and restricted shares to incentive objects. The board of supervisors verified the list of incentive objects reserved for grant and expressed their consent, and the independent directors of the company expressed their independent opinions.
(VI) on June 16, 2020, the company completed the registration of stock options and restricted shares, and the final number of stock options and restricted shares was 4.685 million and 6.21 million respectively.
(VII) on October 30, 2020, the 52nd meeting of the third board of directors and the 21st Meeting of the third board of supervisors deliberated and adopted the proposal on adjusting the price of equity granted for the first time in the 2020 stock option and restricted stock incentive plan. The independent directors of the company expressed their independent opinions on this.
(VIII) on April 28, 2021, the 48th meeting of the third board of directors and the 18th meeting of the third board of supervisors deliberated and adopted the proposal on the achievement of exercise conditions of stock options in the first exercise period of the first stock option and restricted stock incentive plan in 2020 The proposal on canceling the stock options granted but not exercised to some incentive objects of the first stock option and restricted stock incentive plan in 2020, and the proposal on the achievement of the conditions for the release of restricted shares in the first release period of restricted shares granted by the first stock option and restricted stock incentive plan in 2020, The independent directors of the company expressed independent opinions on the above matters.
(IX) on May 14, 2021, the 49th meeting of the third board of directors and the 19th meeting of the third board of supervisors deliberated and adopted the proposal on granting reserved stock options and restricted shares to incentive objects. The board of supervisors verified the list of incentive objects reserved for grant and expressed their consent, and the independent directors of the company expressed their independent opinions.
(x) on June 3, 2021, the 52nd meeting of the third board of directors and the 21st Meeting of the third board of supervisors considered and adopted the proposal on adjusting the number and price of relevant rights and interests granted and reserved for the first phase of 2020 stock option and restricted stock incentive plan. Due to the equity distribution of the company in 2020, It is agreed that the company will adjust the number of stock options and exercise prices, the number of restricted shares and grant / repurchase prices granted and reserved for the first phase of 2020 stock option and restricted stock incentive plan.
（11） On August 11, 2021, the 55th meeting of the third board of directors and the 22nd Meeting of the third board of supervisors deliberated and adopted the proposal on canceling some granted but not exercised stock options. Because one incentive object resigned and did not meet the incentive conditions, the company agreed to cancel all granted but not exercised stock options.
（12） The company held the 60th meeting of the third board of directors and the 24th Meeting of the third board of supervisors on October 26, 2021, and the first extraordinary general meeting of shareholders in 2021 on November 12, 2021, respectively, which reviewed and approved the proposal on repurchase and cancellation of some restricted shares granted but not lifted, It is agreed that the company repurchases and cancels 146063 shares of restricted shares granted for the first time in the first phase of 2020 stock option and restricted stock incentive plan, and the repurchase price is adjusted to 8.49 yuan / share, plus the bank deposit interest in the same period on the date when the board of directors implements the repurchase and cancellation.
The company disclosed the announcement on repurchasing and cancelling some restricted shares and notifying creditors on November 13, 2021. The repurchase and cancellation of this part of restricted shares was completed on January 14, 2022.
（13） On February 25, 2022, the company held the 66th meeting of the third board of directors and the 25th meeting of the third board of supervisors, deliberated and approved the proposal on canceling some granted but not exercised stock options, and agreed to cancel 75550 granted but not exercised stock options of one resigned incentive object; At the same time, the proposal on repurchasing and cancelling part of the restricted shares that have been granted but have not been lifted was reviewed and approved, and the company was agreed to cancel 419721 shares of restricted shares that have been granted but have not been lifted by one resigned incentive object. The repurchase and cancellation of restricted shares needs to be submitted to the general meeting of shareholders of the company for deliberation.
2、 Reasons and quantity of partial options cancelled this time
In accordance with the measures for the administration of equity incentive of listed companies and other relevant laws, regulations and normative documents, as well as the articles of association, the first stock option and restricted stock incentive plan in 2020 (Revised Draft), the measures for the administration of the implementation and assessment of the first stock option and restricted stock incentive plan in 2020 and other relevant provisions, In view of the fact that one of the incentive objects of stock options granted by the company for the first time in this incentive plan resigned due to personal reasons and did not meet the incentive conditions, the company will cancel all 75550 stock options granted but not exercised.
3、 Impact of this cancellation on the company
The cancellation of some stock options complies with the relevant provisions of the measures for the administration of equity incentive of listed companies, the first stock option and restricted stock incentive plan in 2020 (Revised Draft), and the measures for the administration of the implementation and assessment of the first stock option and restricted stock incentive plan in 2020 (revised draft), It will not have a material impact on the company’s financial status and operating results. The management team of the company will still be diligent and conscientious, actively promote the realization of the company’s development strategy and business objectives, and promote the long-term sustainable development of the company.
4、 Opinions of independent directors
The independent directors of the company believe that the cancellation of stock options granted to one incentive object but not exercised by the company this time complies with the administrative measures for equity incentive of listed companies and other laws The deliberation procedures of the board of directors are legal and compliant with the relevant provisions of laws and regulations and the company’s “2020 first issue stock option and restricted stock incentive plan (Revised Draft)” and “2020 first issue stock option and restricted stock incentive plan implementation assessment management measures (Revised Draft)”. The cancellation of some stock options will not have a significant impact on the company’s operating performance, and there is no damage to the interests of the company’s shareholders. Therefore, we agree to cancel some stock options this time.
5、 Opinions of the board of supervisors
After review, the number of stock options to be cancelled and the list of incentive objects are listed. The board of supervisors believes that the cancellation of stock options granted to one incentive object but not exercised by the company this time complies with the administrative measures for equity incentive of listed companies and other laws Regulations and relevant provisions of the company’s 2020 first issue stock option and restricted stock incentive plan (Revised Draft) and the management measures for the implementation and assessment of 2020 first issue stock option and restricted stock incentive plan (Revised Draft). The board of supervisors agreed to cancel 75550 stock options granted to one incentive object but not yet exercised.
6、 Legal opinions issued by lawyers
This cancellation complies with relevant laws and regulations and the provisions of the incentive plan (Revised Draft), which is legal and effective.
7、 Documents for future reference
1. Resolutions of the 66th meeting of the third board of directors;
2. Resolutions of the 25th meeting of the third board of supervisors;
3. Independent opinions of independent directors on matters related to the 66th meeting of the third board of directors;
4. Legal opinion.
It is hereby announced.
Jade Bird Fire Co.Ltd(002960) board of directors
February 25, 2022
