Securities code: 300707 securities abbreviation: Vt Industrial Technology Co.Ltd(300707) Announcement No.: 2021-132
Bond Code: 123088 bond abbreviation: Weitang convertible bond
Vt Industrial Technology Co.Ltd(300707)
About the shares held by some equity incentive objects that have been granted but have not been lifted
Announcement on completion of cancellation of 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. Vt Industrial Technology Co.Ltd(300707) (hereinafter referred to as ” Vt Industrial Technology Co.Ltd(300707) ” and “the company”) repurchased and cancelled 45000 restricted shares granted by the restricted stock incentive plan in 2020, accounting for 0.03% of the total share capital of the company before repurchase and cancellation. The repurchase price was 8.16 yuan / share, and the repurchase price was 367200 yuan, involving 2 incentive objects in total.
2. On December 23, 2021, the company completed the repurchase and cancellation procedures of restricted shares in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. (hereinafter referred to as “Clearing Company”).
3. After the cancellation of this repurchase, the total share capital of the company was reduced from 157071149 shares to 157026149 shares. Vt Industrial Technology Co.Ltd(300707) the 20th meeting of the second board of directors held on July 15, 2021 and the first extraordinary general meeting of shareholders in 2021 held on August 2, 2021 considered and adopted the proposal on repurchase and cancellation of restricted shares granted to some incentive objects but not lifted, It is agreed that one incentive object who no longer has incentive qualification due to resignation during the first release period of the company’s restricted stock incentive plan in 2020 (Ms. Ling Yunyan) bought back and cancelled a total of 15000 restricted shares that had been granted but had not been lifted; the company’s first lifting of the restricted stock incentive plan in 2020 was approved at the 24th Meeting of the second board of directors held on September 30, 2021 and the second extraordinary general meeting in 2021 held on October 20, 2021 A total of 30000 restricted shares held by one incentive object (Mr. Fang Xiaokun) who resigned after the expiration of the term, which have been granted but have not been lifted, were repurchased and cancelled.
Recently, the company has completed the repurchase and cancellation of 45000 restricted shares, and now the relevant matters are announced as follows:
1、 Summary of implementation of restricted stock incentive plan
1. On April 17, 2020, The company held the 8th meeting of the 2nd board of directors, deliberated and approved the relevant proposals such as the 2020 restricted stock incentive plan (Draft) and its summary, and the measures for the implementation and assessment management of the 2020 restricted stock incentive plan; held the 6th meeting of the 2nd board of supervisors, deliberated and adopted the 2020 restricted stock incentive plan (Draft) and its summary Management measures for the assessment of the implementation of the restricted stock incentive plan in 2020, and measures for the verification of the company
<2020 年限制性股票激励对象名单>
And other relevant proposals; Independent directors of the company expressed independent opinions.
2. From April 20 to April 30, 2020, the company publicized the names and positions of the list of incentive objects of the 2020 restricted stock incentive plan within the company; During the publicity period, the board of supervisors of the company did not receive any objection related to the proposed incentive objects of the incentive plan. On May 8, 2020, the company disclosed the announcement of the board of supervisors on the review opinions and publicity of the list of incentive objects of the company’s 2020 restricted stock incentive plan.
3. On May 12, 2020, The company held the 2019 annual general meeting of shareholders, deliberated and approved the proposal on 2020 restricted stock incentive plan (Draft) and its summary, and the proposal on Authorizing the board of directors to handle matters related to the company’s restricted stock incentive plan, which were disclosed on the same day Self inspection report on the trading of the company’s shares by insiders of the restricted stock incentive plan in 2020.
4. On June 7, 2020, The company held the 10th meeting of the 2nd board of directors, deliberated and adopted relevant proposals such as the revised version and summary of 2020 restricted stock incentive plan (Draft), and the management measures for the implementation and assessment of 2020 restricted stock incentive plan (Revised Version); held the 8th meeting of the 2nd board of supervisors, deliberated and adopted the revised version and summary of 2020 restricted stock incentive plan (Draft) revised draft and its abstract and other relevant proposals; the independent directors of the company expressed independent opinions.
5. On June 23, 2020, the company held the first extraordinary general meeting of shareholders in 2020, deliberated and adopted the revised version and summary of the 2020 restricted stock incentive plan (Draft), the measures for the implementation and assessment of the 2020 restricted stock incentive plan (Revised Version), and the proposal on Authorizing the board of directors to handle matters related to the restricted stock incentive plan.
6. On June 30, 2020, the company held the 12th meeting of the second board of directors and the 10th meeting of the second board of supervisors, deliberated and adopted the proposal on granting restricted shares to incentive objects, the independent directors of the company expressed independent opinions, and the board of supervisors verified the list of incentive objects granted restricted shares this time.
It also disclosed the announcement on the completion of the grant registration of the 2020 restricted stock incentive plan (Announcement No.: 2020-067). After verification, the actual number of restricted shares granted by the company’s 2020 restricted stock incentive plan was 562500 shares. After the completion of the grant registration of restricted shares, the Company repurchased 137500 shares in the special securities account.
8. On August 26, 2020, the 13th meeting of the second board of directors held by the company deliberated and approved the proposal on adjusting the use and cancellation of the remaining shares in the company’s special account for repurchase, which was deliberated and approved by the second extraordinary general meeting of shareholders in 2020 held on September 14, 2020, Agree to adjust the remaining 137500 shares of the company’s repurchase special securities account from the original plan “for equity incentive” to “cancellation to reduce registered capital”; At the same time, according to the company law and other relevant laws and regulations and the relevant provisions of the articles of association, the total share capital of the company was reduced from 157.2 million shares to 157.0625 million shares, and the articles of association were revised. On November 6, 2020, the company completed the cancellation procedures of the above 137500 repurchased shares in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd.
9. On July 15, 2021, the company held the 20th meeting of the second board of directors and the 18th meeting of the second board of supervisors, deliberated and adopted the proposal on the achievement of lifting the restrictions during the first lifting period of the restricted stock incentive plan in 2020 and the proposal on adjusting the repurchase price of the restricted stock incentive plan in 2020 Proposal on repurchase and cancellation of restricted shares granted to some incentive objects but not lifted. Since the annual equity distribution of the company in 2020 has been completed, according to the relevant provisions of the incentive plan and the authorization of the first extraordinary general meeting of shareholders in 2020, the board of directors of the company decided to adjust the grant price of the restricted stock incentive plan in 2020 from 8.19 yuan / share to 8.16 yuan / share; The board of directors of the company considers that the conditions for lifting the sales restriction in the first lifting period of the incentive plan have been met, and agrees that the company shall go through the corresponding procedures for lifting the sales restriction in accordance with relevant regulations. There are 20 incentive objects that can be lifted this time, and the number of restricted shares that can be lifted is 219000 shares, accounting for about 0.14% of the total share capital of the company in the current period; At the same time, the board of directors agreed that the company would cancel the repurchase of a total of 15000 restricted shares held by an incentive object (Ms. Ling Yunyan) who no longer has the incentive qualification due to her resignation during the first release period of the company’s restricted stock incentive plan in 2020. The independent directors of the company expressed their agreed independent opinions.
10. On August 2, 2021, the company held the first extraordinary general meeting of shareholders in 2021, deliberated and approved the proposal on repurchase and cancellation of restricted shares granted to some incentive objects but not lifted, and the proposal on change of registered capital and amendment
<公司章程>
It is agreed to repurchase and cancel a total of 15000 restricted shares held by an incentive object (Ms. Ling Yunyan) who no longer has the incentive qualification due to resignation during the first lifting of the restriction of the company’s restricted stock incentive plan in 2020.
11. On September 30, 2021, the company held the 24th Meeting of the second board of directors, deliberated and adopted the proposal on repurchase and cancellation of restricted shares granted to some incentive objects but not lifted. In view of the resignation of Mr. Fang Xiaokun, the incentive object, for personal reasons, the board of directors agreed that the company would repurchase and cancel a total of 30000 restricted shares that had been granted but not yet lifted. The independent directors of the company expressed their independent opinions.
12. On October 20, 2021, the company held the second extraordinary general meeting of shareholders in 2021, deliberated and approved the proposal on repurchase and cancellation of restricted shares granted to some incentive objects but not lifted, and the proposal on change of registered capital and amendment
<公司章程>
It is agreed to cancel the repurchase of a total of 30000 restricted shares held by an incentive object (Mr. Fang Xiaokun) who no longer has the incentive qualification due to his resignation during the first lifting of the restriction of the company’s restricted stock incentive plan in 2020.
2、 Reasons, quantity and basis for cancellation of restricted shares
(i) Reasons and quantity of some restricted shares cancelled this time
According to “Chapter XII, handling of changes in the company and incentive objects / II. Handling of changes in incentive objects” in the incentive plan (Revised Version) If the incentive object’s contract expires and will not be renewed, or leaves the company due to voluntary resignation and layoffs, the restricted shares granted to the incentive object but not lifted according to the incentive plan shall not be lifted, and the company shall repurchase and cancel them according to the grant price.
Due to the resignation of the above-mentioned two incentive objects for personal reasons, the company’s repurchase and cancellation terms were triggered. After being deliberated and approved by the board of directors and the general meeting of shareholders respectively, the Company repurchased and cancelled a total of 45000 restricted shares that have been granted but not lifted.
（2） The price and adjustment basis of some restricted shares cancelled in this repurchase
Whereas the annual equity distribution of the company in 2020 has been implemented, According to “chapter XIV, repurchase and cancellation procedures of restricted shares” of the incentive plan (Revised Version) After the restricted shares granted to the incentive object are registered, if the company has matters such as capital reserve conversion to share capital, distribution of stock dividends, share splitting, allotment or reduction of shares, dividend distribution, etc., the company shall make corresponding adjustments to the restricted shares granted to the incentive object but not yet lifted and the repurchase price of the company’s shares obtained based on this part of restricted shares, Specific adjustments are as follows:
Dividend distribution: P = p0-v (P = 8.19 yuan / share -0.03 yuan / share = 8.16 yuan / share)
Where: P0 is the grant price before adjustment; V is the dividend per share; P is the adjusted grant price. After the dividend adjustment, P still needs to be greater than 1.
Therefore, the adjusted repurchase price is 8.16 yuan / share. The above adjustment has been deliberated and adopted at the 20th meeting of the second board of directors and the 18th meeting of the second board of supervisors.
（3） The source of funds for the repurchase and cancellation of some restricted shares
The repurchase price paid for the cancellation of some restricted shares in this repurchase is all the company’s own funds.
3、 Changes in share capital structure after this cancellation
As of the disclosure 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. The cancellation of this repurchase has reduced the total share capital of the company by 45000 shares, and the company will go through the formalities for industrial and commercial change of registered capital in accordance with relevant regulations.
After the cancellation of this repurchase, as of the disclosure date of the announcement, the changes in the company’s share capital structure are as follows:
Nature of shares before this change, this repurchase note after this change
Quantity (share) proportion (%) sales change (share) quantity (share) proportion (%)
1、 Restricted tradable shares 4579317429.15-450004574817429.13
Senior management locking shares 4544967428.944544967428.94
Equity incentive restricted shares 3435000.22-450002985000.19
2、 Tradable shares without sale conditions 11127797570.8511127797570.87
3、 Total share capital 157071149100-45000157026149100
Note: the company’s convertible corporate bonds are in the conversion period, and the total share capital after this change is the data of the company’s total share capital as of the trading day before the announcement.
4、 Impact of this repurchase cancellation on the company
Due to the repurchase of restricted shares, the proportion of cancelled shares in the total share capital of the company is small
