Jade Bird Fire Co.Ltd(002960) : Announcement on repurchase and cancellation of some restricted shares granted but not lifted

Securities code: 002960 securities abbreviation: Jade Bird Fire Co.Ltd(002960) Announcement No.: 2022-012

Jade Bird Fire Co.Ltd(002960)

Announcement on repurchase and cancellation of some restricted shares granted but not lifted

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, and deliberated and adopted the proposal on repurchase and cancellation of some restricted shares granted but not lifted, It is agreed that the company will repurchase and cancel part of the restricted shares granted for the first time in 2020 under the stock option and restricted stock incentive plan, but the restrictions on sales have not been lifted. This matter can only be implemented after being submitted to the general meeting of shareholders for deliberation and approval. 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 39th meeting of the third board of directors and the 15th meeting of the third board of supervisors deliberated and adopted the proposal on adjusting the price of equity granted for the first time in 2020 under the first 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、 Reason, quantity and price of repurchase cancellation

1. Reasons for repurchase cancellation

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 restricted stock incentive objects granted by the company for the first time in this incentive plan resigned through consultation with the company, which has not met the incentive conditions, the company plans to cancel all 419721 restricted shares granted but not lifted.

2. Quantity, price and adjustment of repurchase cancellation

In view of the implementation of the company’s 2019 equity distribution plan and 2020 equity distribution plan, the 39th meeting of the third board of directors and the 15th meeting of the third board of supervisors deliberated and adopted the proposal on adjusting the first equity price granted under the first phase of 2020 stock option and restricted stock incentive plan, the 52nd meeting of the third board of directors The 21st Meeting of the third session of the board of supervisors deliberated and approved the proposal on adjusting the number and price of relevant rights and interests granted and reserved for grant in the first phase of 2020 stock option and restricted stock incentive plan, and agreed to adjust the number and repurchase / grant price of restricted shares granted in the first phase of 2020 stock option and restricted stock incentive plan, The repurchase / grant price of restricted shares granted for the first time was adjusted to 8.49 yuan / share.

According to the provisions of the company’s 2020 first stock option and restricted stock incentive plan (Revised Draft): “The incentive object leaves the company due to resignation, layoffs, expiration of labor contract and other reasons,… The restricted shares granted to the incentive object but not lifted shall not be lifted, and the company shall repurchase and cancel them at the grant price plus the interest of bank deposits in the same period.”, The actual price of this repurchase is 8.49 yuan / share, plus the bank deposit interest in the same period on the date when the board of directors cancels the repurchase.

3. Source of funds

The funds used for the repurchase and cancellation of restricted shares are the company’s own funds.

3、 Changes in the company’s share capital structure after the cancellation of this repurchase

As of the trading day before the disclosure of this announcement, the total share capital of the company was 348864611 shares. After the repurchase and cancellation of restricted shares, the total share capital of the company will be reduced by 419721 shares. The changes in the share capital structure of the company are as follows:

Nature of shares before repurchase cancellation after repurchase cancellation

Number of shares (share) proportion% number of shares (share) proportion%

1、 Restricted conditions: tradable shares / non tradable shares 168475111.00 48.29 168055390.00 48.23

60419.00 419.00 shares of senior executives

Equity incentive restricted shares 7384990.00 2.12 6965269.00 2.00

Pre IPO restricted shares 128485972.00 36.83 128485972.00 36.87

2、 Tradable shares without sale conditions 180389500.00 51.71 180389500.00 51.77

3、 Total share capital 348864611.00 100.00 348444890.00 100.00

Note: the share capital structure before repurchase and cancellation is the share capital of the company on the previous trading day disclosed in this announcement. The share capital structure after repurchase and cancellation is actually completed shall be subject to the issuer’s share capital structure table provided by China Securities Depository and Clearing Co., Ltd. Shenzhen Branch. 4、 The impact of the repurchase and cancellation of some restricted shares on the company

The repurchase and cancellation of some restricted shares granted but not yet lifted by the company will not lead to changes in the controlling shareholders of the company, and the equity distribution of the company still meets the listing conditions; It will not damage the interests of the company and all shareholders, have a great impact on the company’s financial situation and operating results, and will not affect the enthusiasm and stability of the company’s management team. The company’s management team will continue to be diligent and conscientious, earnestly perform their duties and create value for shareholders. This matter can only be implemented after being submitted to the general meeting of shareholders for deliberation and approval.

5、 Opinions of independent directors

After verification, the independent directors believe that the repurchase and cancellation of some restricted shares is in line with the relevant provisions of the measures for the administration of equity incentive of listed companies, the 2020 first stock option and restricted stock incentive plan (Revised Draft), and the measures for the administration of the implementation and assessment of the 2020 first stock option and restricted stock incentive plan (Revised Draft), It does not damage the rights and interests of the company and all shareholders, and will not have a material impact on the company’s financial status and operating results, nor will it affect the diligence of the company’s management team. We agree that the company’s repurchase and cancellation of some restricted shares this time needs to be submitted to the general meeting of shareholders for deliberation.

6、 Opinions of the board of supervisors

After reviewing the number of restricted shares to be cancelled and the list of incentive objects, the board of supervisors believes that the repurchase and cancellation of restricted shares granted but not lifted by one incentive object by the company this time is in line with the administrative measures for equity incentive of listed companies and the first phase of stock option and restricted stock incentive plan in 2020 (Revised Draft) Relevant regulations such as the administrative measures for the implementation and assessment of the 2020 first stock option and restricted stock incentive plan (Revised Version), the procedures are legal and compliant, and there is no infringement on all shareholders

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