Securities code: Saturday Co.Ltd(002291) securities abbreviation: Saturday Co.Ltd(002291) Announcement No.: 2022017 Saturday Co.Ltd(002291)
About 2021 stock option and restricted stock incentive plan
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. Among the incentive objects of restricted shares granted by the company's stock option and restricted stock incentive plan in 2021, 23 resigned for personal reasons and did not meet the incentive conditions. The Company repurchased and cancelled a total of 91440 restricted shares granted but not lifted. The number of restricted shares sold in this repurchase accounted for 0.01% of the total share capital before repurchase and cancellation, The repurchase price is 9.11 yuan / share, and the total repurchase fund is 83301840 yuan.
2. As of the date of this announcement, the above restricted shares have completed the repurchase and cancellation procedures in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd.
3. After the cancellation of this repurchase, the registered capital of the company will be reduced from 909841215 yuan to 909749775 yuan, and the total number of shares will be reduced from 909841215 shares to 909749775 shares.
1、 Relevant procedures performed in this incentive plan
(I) on January 12, 2021, the 28th meeting of the Fourth Board of directors of the company deliberated and adopted the proposal on the company's 2021 stock option and restricted stock incentive plan (Draft) and its summary, and the proposal on the company's measures for the administration of the implementation and assessment of the 2021 stock option and restricted stock incentive plan In the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive and the proposal on convening the second extraordinary general meeting of shareholders in 2021, 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 are circumstances damaging the interests of the company and all shareholders, And solicit entrusted voting rights from all shareholders on the equity incentive plan; The 18th meeting of the 4th board of supervisors of the company deliberated and adopted relevant proposals; Guohao law firm (Nanjing) issued a legal opinion on the draft equity incentive plan, and Shanghai Rongzheng Investment Consulting Co., Ltd. issued an independent financial consultant report on the draft equity incentive plan.
(II) on January 13, 2021, the company made a statement on cninfo (www.cn. Info. Com. CN.) The list of incentive objects of Saturday Co.Ltd(002291) 2021 stock option and restricted stock incentive plan was announced on the website, and the names and positions of incentive objects were publicized on the company's website for at least 10 days from January 13, 2021 to January 22, 2021. During the publicity period, the company's employees can give feedback to the board of supervisors. As of the expiration of the publicity period on January 22, 2021, the board of supervisors of the company has not received any objection. On January 30, 2021, the company disclosed the review opinions and publicity statement of the board of supervisors on the list of incentive objects of 2021 stock option and restricted stock incentive plan.
(III) the company conducted a self-examination on the trading of the company's shares by insiders and incentive objects of the incentive plan within 6 months before the public disclosure of the incentive plan (Draft) (i.e. from July 13, 2020 to January 12, 2021), and disclosed the self-examination report on the trading of the company's shares by insiders and incentive objects on February 4, 2021.
(IV) on February 3, 2021, the second extraordinary general meeting of the company in 2021 deliberated and passed the proposal on the company's stock option and restricted stock incentive plan in 2021 (Draft) and its summary, and the proposal on the company's measures for the administration of the implementation of stock option and restricted stock incentive plan in 2021 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 2021 stock option and restricted stock incentive plan was approved, and the board of directors was authorized to determine the grant date, grant stock options and restricted shares to the incentive objects when the incentive objects meet the conditions, and handle all matters necessary for the grant.
(V) on February 4, 2021, the 30th meeting of the 4th board of directors and the 19th meeting of the 4th board of supervisors considered and approved the proposal on adjusting the list of incentive objects and the number of rights and interests granted under the 2021 stock option and restricted stock incentive plan and the proposal on granting stock option and restricted stock to incentive objects. The independent directors of the company expressed independent opinions on this and believed that the subject qualification of the incentive object was legal and effective, and the determined grant date met the relevant provisions. The board of supervisors of the company verified the adjusted list of incentive objects again.
(VI) on March 30, 2021, upon confirmation by Shenzhen Branch of China Securities Depository and Clearing Corporation Limited, the company completed the registration of granting stock options, and actually granted 47847888 million stock options to 208 people, with an exercise price of 16.40 yuan / share.
(VII) on April 30, 2021, after confirmation by Shenzhen Branch of China Securities Depository and Clearing Corporation Limited, the company completed the registration of granting restricted shares, and actually granted 5316432 shares of restricted shares to 208 people, with the grant price of 9.11 yuan / share.
(VIII) on December 29, 2021, the company held the 44th meeting of the 4th board of directors and the 27th meeting of the 4th board of supervisors, deliberated and adopted the proposal on repurchase and cancellation of some restricted shares in the 2021 stock option and restricted stock incentive plan, It is agreed to repurchase and cancel 91440 restricted shares granted to 23 resignation incentive objects but not lifted.
(IX) on January 14, 2022, the company held the first extraordinary general meeting of shareholders in 2022, deliberated and approved the proposal on repurchase and cancellation of some restricted shares in 2021 stock option and restricted stock incentive plan, and agreed to repurchase and cancel 91440 shares of restricted shares granted to 23 resigned incentive objects but not lifted. On January 15, 2022, the company disclosed the announcement on repurchase and cancellation of some restricted shares, reduction of registered capital and notification to creditors.
2、 Cancellation of restricted shares in this repurchase
(I) reasons for cancellation of restricted shares in this repurchase
According to the relevant provisions of the company's 2021 stock option and restricted stock incentive plan (Draft) (hereinafter referred to as "incentive plan" or "this incentive plan") and the authorization of the second extraordinary general meeting of shareholders in 2021, in view of the fact that 23 of the incentive objects granted restricted shares in this incentive plan have resigned and are no longer qualified as incentive objects, The company plans to repurchase all the restricted shares granted but not yet lifted from the above 23 incentive objects.
(II) type, quantity and proportion of repurchased shares
The type of shares repurchased this time is equity incentive restricted shares. The total number of restricted shares cancelled in this repurchase is 91440, accounting for about 1.72% of the total amount of restricted shares granted, and about 0.01% of the total share capital of the company before the repurchase.
(III) repurchase price and pricing basis
The repurchase price is 9.11 yuan / share, which is determined according to the relevant provisions of the incentive plan.
(IV) source and total amount of repurchase funds
The source of funds for this repurchase of restricted shares is the company's own funds, and the total repurchase funds are 83301840 yuan.
(V) capital verification
Dahua Certified Public Accountants (special general partnership) verified the cancellation of the restricted stock repurchase and issued the capital verification report (Dahua Yan Zi [2022] No. 000085).
(VI) completion of repurchase cancellation
After examination and confirmation by Shenzhen Branch of China Securities Depository and Clearing Co., Ltd., some restricted shares repurchased by the company have been cancelled on March 3, 2022. After the cancellation of this repurchase, the registered capital of the company will be reduced from 909841215 yuan to 909749775 yuan, and the total number of shares will be reduced from 909841215 shares to 909749775 shares.
3、 Statement of changes in share capital structure
Unit: shares
Before and after this change
Number of shares (shares) proportion (%) change number (shares) number of shares (shares) proportion (%)
1、 Shares with limited sales conditions 29517133632.442 - 9144029507989632.435
2、 Shares without sale conditions 61466987967.558 061466987967.565
3、 Total number of shares 909841215100 - 91440909749775100
4、 Impact on the company's performance
The repurchase and cancellation of some restricted shares 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. The company's management team will continue to earnestly perform their duties and strive to create value for shareholders.
It is hereby announced.
Saturday Co.Ltd(002291) board of directors March 3, 2002
