Securities code: Sunresin New Materials Co.Ltd Xi’An(300487) securities abbreviation: Sunresin New Materials Co.Ltd Xi’An(300487) Announcement No.: 2022021 bond Code: 123027 bond abbreviation: Lanxiao convertible bond
Sunresin New Materials Co.Ltd Xi’An(300487)
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 restricted shares of Sunresin New Materials Co.Ltd Xi’An(300487) (hereinafter referred to as ” Sunresin New Materials Co.Ltd Xi’An(300487) ” or “the company”) repurchased and cancelled this time involve 4 people, and the total number of shares repurchased and cancelled is 111000, accounting for 0.05% of the total share capital of the company before repurchase. The repurchase price of restricted shares granted in this equity incentive is 12.50 yuan / share, and the total repurchase fund is 1387500 yuan.
2. The restricted shares repurchased this time will be cancelled in Shenzhen Branch of China Securities Depository and Clearing Corporation Limited on March 1, 2022.
3. The repurchase and cancellation of shares resulted in the reduction of the total share capital of the company, and the price of convertible corporate bonds was adjusted. The price of “Lanxiao convertible bonds” was adjusted from 29.02 yuan / share to 29.03 yuan / share.
1、 Overview of restricted stock incentive plan in 2019
1. On January 4, 2019, the 13th meeting of the third board of directors deliberated and approved the proposal on the company’s 2019 restricted stock incentive plan (Draft) and its summary. The eighth meeting of the third board of supervisors deliberated and approved the above proposal and verified the list of incentive objects of the company’s stock incentive plan, The independent directors of the company expressed independent opinions on whether the equity incentive plan is conducive to the sustainable development of the company and whether there is any situation damaging the interests of the company and all shareholders.
2. On January 24, 2019, the company’s first extraordinary general meeting of shareholders in 2019 deliberated and approved the proposal on the company’s 2019 restricted stock incentive plan (Draft) and its summary, and the proposal on the company’s assessment and management measures for 2019 restricted stock incentive plan Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s restricted stock incentive plan and other relevant proposals.
3. On March 12, 2019, part of the incentives determined in the company’s 2019 restricted stock incentive plan held six meetings and deliberated and adopted the proposal on adjusting the 2019 restricted stock incentive plan. The board of directors of the company adjusted the incentive objects granted and the number of restricted shares granted. The number of incentive objects granted for the first time in this incentive plan was adjusted from 159 to 158, and the total amount of equity granted for the first time was 4.15 million shares. 4. On March 12, 2019, the 16th meeting of the third board of directors and the 11th meeting of the third board of supervisors deliberated and adopted the proposal on adjusting the incentive plan of restricted shares in 2019, and determined that March 12, 2019 would be the grant date of restricted shares of the company, and 4.15 million restricted shares would be granted to 158 incentive objects at the price of 12.50 yuan / share. The independent directors of the company expressed independent opinions on this and believed that the method for confirming the subject qualification of incentive objects was legal and effective, and the determined grant date met the relevant provisions. The listing date of the restricted shares granted is March 25, 2019.
5. On July 16, 2019, the company held the 22nd Meeting of the third board of directors and the 16th meeting of the third board of supervisors, and deliberated and adopted the proposal on granting some reserved restricted shares to incentive objects. According to the provisions of the incentive plan of the listed company on July 16, 2019 and the provisions of the restricted stock management plan, the first part of the incentive plan of the listed company has been granted by the board of directors on July 16, 2019, Grant 110000 restricted shares to Jean Marc vesselle at the price of 16.35 yuan / share.
6. On January 20, 2020, the company held the 25th meeting of the third board of directors and the 19th meeting of the third board of supervisors, which respectively deliberated and adopted the proposal on granting some reserved restricted shares to incentive objects, and the independent directors of the company expressed their independent opinions on relevant matters. It is agreed to grant 30000 restricted shares to two incentive objects at the price of 19.47 yuan / share on January 20, 2020.
7. On January 24, 2020, according to the relevant provisions of the company’s 2019 restricted stock incentive plan, the incentive object of the reserved grant part shall be determined within 12 months after the incentive plan is approved by the general meeting of shareholders. If the incentive object is not specified for more than 12 months, the reserved rights and interests shall become invalid. As of January 24, 2020, the 2019 restricted stock incentive plan has been deliberated and approved by the company’s first extraordinary general meeting of shareholders in 2019 for more than 12 months. Some incentive objects reserved by the company are not clear, so the reserved 710000 restricted shares have become invalid.
8. On April 28, 2020, the company held the 26th meeting of the third board of directors and the 20th meeting of the third board of supervisors, which respectively deliberated and approved the proposal on repurchase and cancellation of some restricted shares and the proposal on achievement of unlocking conditions in the first unlocking period of the first part of the restricted stock incentive plan in 2019.
The board of Directors believes that two of the incentive objects granted for the first time left for personal reasons and no longer have incentive cancellation.
The board of Directors believes that the unlocking conditions of the first unlocking period set in the company’s 2019 incentive plan have been achieved. The board of supervisors checked the list of incentive objects and unlocking qualification, and the independent directors expressed independent opinions on this.
9. On May 12, 2020, the 2019 restricted stock incentive plan granted part of the unlocked shares in the first unlocking period for the first time and completed the listing and circulation.
10. On December 21, 2020, the company completed the repurchase and cancellation of 10000 restricted shares granted but not lifted.
11. On April 23, 2021, the company held the second meeting of the Fourth Board of directors and the second meeting of the Fourth Board of supervisors, which respectively deliberated and adopted the proposal on the achievement of unlocking conditions in the second unlocking period of the first granting of part of the restricted stock incentive plan in 2019 Proposal on the achievement of unlocking conditions for the first unlocking period of some reserved shares in the 2019 restricted stock incentive plan and proposal on repurchase and cancellation of some restricted shares in the 2019 restricted stock incentive plan.
The board of Directors believes that the company’s restricted stock incentive plan in 2019 is granted to 158 people for the first time. The performance of the company in 2020 has reached the assessment target, the performance assessment of 153 incentive objects has met the unlocking conditions, and the unlocking conditions of the second unlocking period of the first granting of restricted shares have been achieved.
153 people and 1626000 shares were unlocked in the second phase of the company’s restricted stock incentive plan.
The company reserved part of the restricted stock incentive plan for 2019, with a total of 3 awarding objects. The performance of the company in 2020 has reached the assessment target, and the unlocking conditions of the first unlocking period reserved for the restricted shares of the company in 2019 have been achieved. One incentive object who meets the unlocking conditions this time. Therefore, one person and 55000 shares were unlocked in the company’s restricted stock incentive plan.
The board of directors approved the company to repurchase 67000 restricted shares held by 4 original incentive objects for repurchase and cancellation.
The board of supervisors checked the list of incentive objects and unlocking qualification, and the independent directors expressed independent opinions on this.
The board of Directors believes that the unlocking conditions for the second unlocking period of the first granting part and the first unlocking period of the reserved granting part of the 2019 incentive plan set by the company have been achieved, and the company handles the unlocking related matters in accordance with the relevant provisions of the 2019 incentive plan.
12. On July 30, 2021, the company held the third meeting of the Fourth Board of directors and the third meeting of the Fourth Board of supervisors, which respectively deliberated and adopted the proposal on modifying the number of unlocked shares in the second unlocking period of the first part of the 2019 restricted stock incentive plan Proposal on the achievement of unlocking conditions in the first unlocking period of some reserved shares in the restricted stock incentive plan in 2019.
The board of Directors believes that due to the resignation of one incentive object, the number of unlocking personnel is adjusted from 153 to 152, and the number of unlocking shares is adjusted from 1626000 shares to 1582000 shares.
A total of 3 persons are reserved for granting part of the company’s restricted stock incentive plan in 2019 (one of whom has been considered and approved at the second meeting of the Fourth Board of directors). The performance of the company in 2020 has reached the assessment target, and the unlocking conditions of the first unlocking period reserved for the restricted shares of the company in 2019 have been achieved. There are 2 incentive objects who meet the unlocking conditions this time. Therefore, the company’s restricted stock incentive plan unlocked 2 persons and 15000 shares.
The board of supervisors checked the list of incentive objects and unlocking qualification, and the independent directors expressed independent opinions on this.
In combination with the company’s assessment system, the Remuneration Committee assessed 152 incentive objects granted for the first time and 2 reserved incentive objects to meet the unlocking conditions. The board of Directors believes that the unlocking conditions for the second unlocking period of the first granting part and the first unlocking period of the reserved granting part of the 2019 incentive plan set by the company have been achieved, and the company handles the unlocking related matters in accordance with the relevant provisions of the 2019 incentive plan.
Note: since the four objects do not meet the unlocking conditions, the 111000 restricted shares they hold in total will be repurchased and cancelled after the company performs the corresponding approval procedures.
13. On August 19, 2021, the company held the fourth meeting of the Fourth Board of directors and the fourth meeting of the Fourth Board of supervisors, which respectively deliberated and adopted the proposal on repurchase and cancellation of some restricted shares under the 2019 restricted stock incentive plan. Repurchase and cancel the 44000 shares granted to one incentive object that have not yet been unlocked. 14. On October 8, 2021, the company issued the “capital reduction company on repurchase and cancellation of some restricted shares” (Announcement No.: 2021088). The company will apply to China Securities Depository and Clearing Co., Ltd. Shenzhen Branch for cancellation of 111000 restricted shares held by the above four persons. After the completion of this repurchase and cancellation, the total share capital of the company will be reduced by 111000 shares and the registered capital will be reduced by 111000 yuan.
2、 Cancellation of restricted shares in this repurchase
1. Reasons for repurchase
According to the relevant provisions of the company’s restricted stock incentive plan in 2019 and the authorization of the first extraordinary general meeting in 2019, four of the incentive objects granted for the first time resigned for personal reasons and no longer qualified as incentive objects. The Company repurchased and cancelled a total of 111000 restricted shares that had been granted but not lifted.
The second meeting of the Fourth Board of directors considered and approved the repurchase and cancellation of 67000 shares; The fourth meeting of the Fourth Board of directors considered and approved the repurchase and cancellation of 44000 shares; The third extraordinary general meeting of shareholders in 2021 deliberated and approved the repurchase and cancellation of 111000 restricted shares held by four incentive objects.
2. Repurchase quantity and price
According to the provisions of the company’s restricted stock incentive plan in 2019: “if the incentive object’s contract expires and will not be renewed or resigns voluntarily, the restricted shares whose sales restrictions have been lifted will not be handled, and the restricted shares granted but not yet lifted will not be lifted, and the company will repurchase and cancel them at the grant price” “If the cash dividend obtained by the incentive object due to the restricted shares granted is collected by the company, it shall be paid to the incentive object as the dividend payable when the restricted shares are lifted, and the repurchase price of the restricted shares that have not been lifted will not be adjusted.”.
To sum up, it is necessary to repurchase and cancel 111000 restricted shares that have been granted but not lifted, and the repurchase price is 12.50 yuan / share.
3. Capital verification
ShineWing certified public accountants verified the cancellation of the restricted stock repurchase and issued the capital verification report no. xyzh / 2021xaaa10275.
4. Completion of repurchase cancellation
The Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. confirmed that the above-mentioned repurchase and cancellation of restricted shares of the company had been completed on March 1, 2022.
3、 Changes in the company’s share capital structure after the cancellation of this repurchase
Before and after this change
Number of shares proportion number of shares proportion of number of shares
1、 Restricted tradable shares 9142162541.60% – 111 Zhejiang Qianjiang Motorcycle Co.Ltd(000913) 1062541.57%
Restricted shares after IPO: 51944102.36%
Executive lock up shares 8525521538.79% 8525521538.81%
Equity incentive restricted shares 9720000.44% – 111 Guangdong Highsun Group Co.Ltd(000861) 0000.39%
2、 Tradable shares with unlimited sales conditions 12836381658.40% 12836381658.43%
Total 219785441100.00% – 1110 Zhejiang Founder Motor Co.Ltd(002196) 74441100%
Note: the share capital structure before this change is the share capital issued by China Securities Depository and Clearing Co., Ltd. as of December 31, 2021
