Securities code: 300799 securities abbreviation: Beijing Zuojiang Technology Co.Ltd(300799) Announcement No.: 2021-075 Beijing Zuojiang Technology Co.Ltd(300799)
Announcement on adjusting the grant price of restricted stock incentive plan in 2021
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.
Beijing Zuojiang Technology Co.Ltd(300799) (hereinafter referred to as “the company”) convened the 24th Meeting of the second board of directors and the 21st Meeting of the second board of supervisors on December 23, 2021, deliberated and adopted the proposal on adjusting the grant price of the restricted stock incentive plan in 2021, and agreed to comply with the company’s restricted stock incentive plan in 2021 (Draft) (hereinafter referred to as “the company”) The relevant provisions of the “incentive plan” or the “incentive plan”) adjust the grant price of the restricted stock incentive plan in 2021, and the reserved grant price of the first type of restricted stock is adjusted from 32.00 yuan / share to 31.865 yuan / share; The grant price (including reserved) of class II restricted shares was adjusted from 32.00 yuan / share to 31.865 yuan / share. The details are as follows:
1、 Decision making procedures and approval of equity incentive plan
(i) On January 25, 2021, the 15th meeting of the second board of directors of the company deliberated and adopted the
<公司 2021 年限制性股票激励计划（草案）>
And its summary
<公司 2021 年限制性股票激励计划实施考核管理办法>
And the proposal on submitting to the general meeting of shareholders of the company to authorize the board of directors to handle matters related to the restricted stock incentive plan in 2021, which were deliberated and adopted at the 13th meeting of the second board of supervisors of the company. The company has publicized the list of incentive objects within the company. After the expiration of the publicity period, the board of supervisors checked the list of incentive objects to be granted under the equity incentive plan and explained the publicity, 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 February 10, 2021, the first extraordinary general meeting of the company in 2021 deliberated and adopted the
<公司 2021 年限制性股票激励计划（草案）>
And its summary
<公司 2021 年限制性股票激励计划实施考核管理办法>
Proposal on submitting to the general meeting of shareholders of the company to authorize the board of directors to handle matters related to the restricted stock incentive plan in 2021. The company’s implementation of the restricted stock incentive plan in 2021 was approved, and the board of directors was authorized to determine the grant date, grant restricted shares to the incentive objects when the incentive objects meet the conditions, and handle all matters necessary for the grant. （3） On February 10, 2021, the 16th meeting of the second board of directors and the 14th meeting of the second board of supervisors deliberated and adopted the proposal on granting restricted shares to incentive objects for the first time. The independent directors of the company expressed independent opinions on this, believing that the subject qualification of incentive objects is legal and effective, and the determined grant date meets relevant regulations.
（4） On December 23, 2021, the company held the 24th Meeting of the second board of directors and the 21st Meeting of the second board of supervisors, deliberated and adopted the proposal on adjusting the grant price of the restricted stock incentive plan in 2021 and the proposal on granting reserved restricted shares to incentive objects. The independent directors of the company expressed independent opinions on this matter.
2、 Main contents of this adjustment
(i) Reason for adjustment
The company held the 2020 annual general meeting of shareholders on May 31, 2021, deliberated and passed the proposal on the profit distribution plan for 2020. The profit distribution plan is based on the total share capital of the company at that time, 102080000 shares, A cash dividend of RMB 1.35 (tax included) was distributed to all shareholders for every 10 shares, with a total cash dividend of RMB 13.7808 million (tax included). On June 10, 2021, the company disclosed the announcement on the implementation of Beijing Zuojiang Technology Co.Ltd(300799) 2020 annual equity distribution. The equity registration date was June 16, 2021, and the ex right and ex interest date was June 17, 2021.
In view of the completion of the above profit distribution plan, according to the relevant provisions of the incentive plan, from the announcement date of the incentive plan to the completion of the registration of the first type of restricted shares granted to the incentive object or the ownership of the second type of restricted shares granted, if the company has matters such as conversion of capital reserve into share capital, distribution of stock dividends, division or reduction of shares, allotment of shares, dividend distribution, etc, The grant price of restricted shares will be adjusted accordingly in accordance with the relevant provisions of the incentive plan.
（2） Adjustment method
According to the provisions of the company’s 2021 restricted stock incentive plan (Draft), the grant price adjustment method is as follows:
P＝P0-V
Where: P0 is the grant price before adjustment; V is the dividend per share; P is the adjusted grant price. After dividend adjustment, P must still be greater than 1.
According to the above formula, the reserved grant price of class I restricted shares in the restricted stock incentive plan in 2021 = 32.00-0.135 = 31.865 yuan / share; The grant price of class II restricted shares (including reservation) = 32.00-0.135 = 31.865 yuan / share.
3、 Explanation on the difference between the implementation of the incentive plan and the incentive plan approved by the general meeting of shareholders
In addition to the above adjustments, other contents of the 2021 restricted stock incentive plan implemented this time are consistent with the incentive plan deliberated and approved by the company’s first extraordinary general meeting in 2021. According to the authorization of the company’s first extraordinary general meeting of shareholders in 2021, this adjustment does not need to be submitted to the general meeting of shareholders for deliberation. The independent directors of the company unanimously agreed with the adjustment made by the board of directors on the granting price of restricted shares in the equity incentive plan, and the board of supervisors of the company also expressed explicit agreement.
4、 Impact of this adjustment on the company
The company’s adjustment of the grant price of restricted shares in the incentive plan complies with the measures for the administration of equity incentive of listed companies and other relevant laws and regulations and the relevant provisions of the incentive plan. This adjustment will not have a material impact on the company’s financial position and operating results.
5、 Opinions of independent directors
Upon examination, the company’s adjustment of the reserved grant price of class I restricted shares and the grant price of class II restricted shares (including reservation) complies 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 and the company’s 2021 restricted stock incentive plan (Draft) The board of directors has obtained the authorization of the general meeting of shareholders, the adjustment procedure is legal and compliant, and there is no damage to the interests of the company and all shareholders. Therefore, we agree that the company will adjust the reserved grant price of class I restricted shares and the grant price of class II restricted shares (including reservation) accordingly.
6、 Opinions of the board of supervisors
After review, The board of supervisors believes that the adjustment of the reserved grant price of class I restricted shares and the grant price (including reservation) of class II restricted shares in the 2021 restricted stock incentive plan of the company complies with the provisions of relevant laws and regulations such as the administrative measures for equity incentive of listed companies and the company’s 2021 restricted stock incentive plan (Draft) There are no circumstances that harm the interests of the company and all shareholders.
7、 Lawyer’s concluding observations
The legal opinion of Beijing Deheng Law Firm on Beijing Zuojiang Technology Co.Ltd(300799) adjusting the grant price of restricted stock incentive plan in 2021 is that as of the date of issuance of this legal opinion, the company’s adjustment and grant have obtained the necessary approval and authorization at this stage, and the company’s adjustment and grant comply with the company law Relevant provisions of the measures for the administration of equity incentive of listed companies and the incentive plan. 8、 Opinion of independent financial adviser
Shanghai Rongzheng Investment Consulting Co., Ltd. believes that as of the date of issuance of this report, Beijing Zuojiang Technology Co.Ltd(300799) the adjustment of the grant price of the restricted stock incentive plan in 2021 complies with the relevant provisions of the measures for the administration of equity incentive of listed companies and the company’s restricted stock incentive plan in 2021 (draft), and there is no damage to the interests of the company’s shareholders.
9、 Documents for future reference
1. Beijing Zuojiang Technology Co.Ltd(300799) resolution of the 24th Meeting of the second board of directors;
2. Beijing Zuojiang Technology Co.Ltd(300799) resolution of the 21st Meeting of the second board of supervisors;
3. Beijing Zuojiang Technology Co.Ltd(300799) independent directors’ independent opinions on relevant matters of the 24th Meeting of the second board of directors;
4. Legal opinions of Beijing Deheng Law Firm on Beijing Zuojiang Technology Co.Ltd(300799) 2021 restricted stock incentive plan, adjustment of grant price and grant of reserved rights and interests;
5. Independent financial advisory report of Shanghai Rongzheng Investment Consulting Co., Ltd. on matters related to the adjustment and reserved grant of Beijing Zuojiang Technology Co.Ltd(300799) 2021 restricted stock incentive plan.
It is hereby announced.
Beijing Zuojiang Technology Co.Ltd(300799) board of directors
December 24, 2021
